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COMMOM TERMS AGREEMENT                                            EXECUTION COPY

                                                                    EXHIBIT 4.79

                      COMMON TERMS AGREEMENT EXECUTION COPY

                             COMMON TERMS AGREEMENT

                                     BETWEEN

                        INVESTEC BANK (MAURITIUS) LIMITED

                                (as the "Lender")

                                       AND

                            DRD (ISLE OF MAN) LIMITED

                               (as the "Borrower")

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COMMOM TERMS AGREEMENT                                            EXECUTION COPY

                                    CONTENTS

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     SECTION 1 - DEFINITIONS AND INTRODUCTION...........................................................     5

1.   INTRODUCTION.......................................................................................     5
2.   DEFINITIONS........................................................................................     5

     SECTION 2 - APPLICATION OF THE CTA AND FACILITY B..................................................    14

3.   APPLICATION OF THE CTA TO THE FINANCE DOCUMENTS AND FACILITY B.....................................    14

     SECTION 3 - PAYMENTS BY THE BORROWER...............................................................    14

4.   MECHANICS..........................................................................................    14
5.   DATE OF PAYMENT....................................................................................    15
6.   INTEREST ON OVERDUE AMOUNTS........................................................................    15
7.   DEDUCTIONS, WITHHOLDINGS AND TRANSFERS.............................................................    15
8.   PAYMENT IN FOREIGN CURRENCY........................................................................    15
9.   FACILITY FEES AND PAYMENT OF LENDER'S FEES AND EXPENSES,...........................................    16
10.  STAMP DUTY.........................................................................................    16
11.  VALUE ADDED TAX....................................................................................    16
12.  ALLOCATION OF PAYMENTS.............................................................................    17

     SECTION 4 - CONDITIONS PRECEDENT...................................................................    17

13.  CONDITIONS PRECEDENT TO FINANCIAL CLOSING FOR FACILITY A...........................................    17

     SECTION 5 - ACCOUNTS AND CASH MANAGEMENT...........................................................    18

14.  OPENING OF ACCOUNTS................................................................................    18
15.  BORROWER'S GENERAL ACCOUNT.........................................................................    19
16.  OPERATING PROCEDURES...............................................................................    19
17.  DEPOSITS...........................................................................................    19
18.  PERMITTED WITHDRAWALS..............................................................................    19
19.  INTEREST ON ACCOUNTS...............................................................................    19
20.  NO WAIVER..........................................................................................    19
21.  NOTICE OF SECURITY INTERESTS.......................................................................    20
22.  ACCESS TO BOOKS AND RECORDS........................................................................    20
23.  CHANGE OF ACCOUNT BANK.............................................................................    20
24.  USE OF PROCEEDS ACCOUNT............................................................................    20
25.  USE OF DEBT SERVICE ACCOUNT........................................................................    21
26.  USE OF GENERAL ACCOUNT.............................................................................    22
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     SECTION 6 - WARRANTIES AND REPRESENTATIONS.........................................................    22

27.  GENERAL PROVISIONS RELATING TO WARRANTIES AND UNDERTAKINGS.........................................    22
28.  WARRANTIES.........................................................................................    23
29.  INFORMATION UNDERTAKINGS...........................................................................    23
30.  POSITIVE UNDERTAKINGS..............................................................................    23
31.  NEGATIVE UNDERTAKINGS..............................................................................    23

     SECTION 7 - EVENTS OF DEFAULT AND THEIR CONSEQUENCES...............................................    23

32.  POTENTIAL EVENTS OF DEFAULT AND CONSEQUENCES OF A
     POTENTIAL EVENT OF DEFAULT.........................................................................    23
     32.1     POTENTIAL EVENTS OF DEFAULT...............................................................    23
     32.2     CONSEQUENCES OF A POTENTIAL EVENT OF DEFAULT..............................................    24
     32.3     REMEDY OF POTENTIAL EVENTS OF DEFAULT.....................................................    25
     32.4     ORDER OF PRECEDENCE OF EVENTS OF DEFAULT..................................................    25
33.  EVENTS OF DEFAULT..................................................................................    25
34.  CONSEQUENCES OF EVENTS OF DEFAULT..................................................................    30

     SECTION 8 - THE LENDER.............................................................................    32

35.  LENDER'S ADVANCES..................................................................................    32
36.  DRAWDOWNS..........................................................................................    32
     36.1     INITIAL DRAWDOWN..........................................................................    32
     36.2     SUBSEQUENT DRAWDOWNS......................................................................    32
     36.3     EXTENSION AND WAIVER......................................................................    32
     36.4     CONDITIONS FOR THE BENEFIT OF THE LENDERS.................................................    32
     36.5     DRAW STOP NOTICES.........................................................................    33
37.  BORROWER'S INDEMNITY IN FAVOUR OF THE LENDER.......................................................    33
38.  APPOINTMENT OF LENDER'S ADVISERS...................................................................    34
39.  DAMAGES CLAIMABLE BY THE LENDER....................................................................    35
40.  ILLEGALITY.........................................................................................    35
41.  INCREASED COSTS....................................................................................    36
42.  DECREASE IN COSTS..................................................................................    37
43.  DEDUCTIONS OR WITHHOLDINGS REQUIRED BY LAW.........................................................    38
44.  SET-OFF BY THE LENDER..............................................................................    39
45.  ASSIGNMENT BY THE LENDER...........................................................................    39

     SECTION 9 - GENERAL AND INTERPRETATION.............................................................    39

46.  INTERPRETATION AND OTHER GENERAL TERMS OF THIS LOAN AGREEMENT......................................    39
     46.1     GENERAL APPLICATION OF THIS CLAUSE........................................................    40
     46.2     INTERPRETATION............................................................................    40
     46.3     CALCULATION OF INTEREST...................................................................    41
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     46.4     CERTIFICATES..............................................................................    41
     46.5     RIGHTS, CUMULATIVE, WAIVERS...............................................................    41
     46.6     TERMINATION NOT TO PREJUDICE ACCRUED RIGHTS...............................................    42
     46.7     ENGLISH LANGUAGE..........................................................................    42
     46.8     SEVERABILITY..............................................................................    42
     46.9     PERFORMANCE OF FURTHER ACTS REQUIRED BY LAW...............................................    43
     46.10    GOVERNING LAW.............................................................................    43
     46.11    JURISDICTION..............................................................................    43
     46.12    COUNTERPARTS AND PLACE OF CONCLUSION OF AGREEMENT.........................................    43
     46.13    AMENDMENTS NOT EFFECTIVE UNLESS IN WRITING................................................    44
     46.14    CONFIDENTIALITY...........................................................................    44
     46.15    REMEDIES..................................................................................    47
     46.16    NOTICES...................................................................................    48
     46.17    MISCELLANEOUS.............................................................................    49

APPENDIX 1           ...................................................................................    54
CONDITIONS PRECEDENT TO FINANCIAL CLOSING FOR FACILITY A................................................    54

APPENDIX 2    ..........................................................................................    58
REPEATING WARRANTIES....................................................................................    58

APPENDIX 3    ..........................................................................................    63
INFORMATION WARRANTIES..................................................................................    63

APPENDIX 4    ..........................................................................................    65
INFORMATION UNDERTAKINGS................................................................................    65

APPENDIX 5    ..........................................................................................    69
POSITIVE UNDERTAKINGS...................................................................................    69

APPENDIX 6    ..........................................................................................    72
NEGATIVE UNDERTAKINGS...................................................................................    72

APPENDIX 7    ..........................................................................................    75
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                             COMMON TERMS AGREEMENT

                    SECTION 1 - DEFINITIONS AND INTRODUCTION

1.    INTRODUCTION

      1.    The Borrower wishes to obtain funding to fund the purchase by the
            Borrower of a stake in targets or for any other purpose described in
            the Facility Agreements.

      1.2   The Lender is prepared to make the Facilities available to the
            Borrower upon the terms and conditions contained in the Finance
            Documents.

2.    DEFINITIONS

      Unless otherwise expressly stated, or the context otherwise requires, the
      words and expressions listed below shall, when used in this CTA, including
      this introduction, bear the meanings ascribed to them:

      2.1   "Account Bank Undertaking" means a written undertaking by the
            Account Bank in favour of the Lender, which undertaking shall be in
            a form attached to the Assignment of Accounts as Schedule 2
            ("Acknowledgement to the Bank");

      2.2   "Account Bank" means at any time, Investec Bank (UK) Limited, a
            company incorporated in England with registration number 00489604;

      2.3   "Accounts" means the accounts referred to in clause 14 below or any
            of them, as the context may require;

      2.4   "Advance" means each principal amount made available to the Borrower
            by the Lender under this CTA by way of loan;

      2.5   "Affected Financial Indebtedness" means Indebtedness arising from
            any loan or other financial assistance of whatever nature provided
            to the Borrower in an aggregate amount in excess of USD 1million
            excluding any Indebtedness under the Finance Documents;

      2.6   "Assignment of Accounts" means the agreement so entitled to be
            entered into between the Borrower and the Lender;

      2.7   "Authorisation" means acts, conditions, authorisations, orders,
            approvals, licences, consents, permits, permissions, certificates,
            registrations and declarations of any kind;

      2.8   "Availability Period" means a period of 36 months calculated from
            Financial Closing;

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      2.9   "Borrower" means DRD (Isle of Man) Limited, company number 94445C, a
            company incorporated under the laws of the Isle of Man and having
            its registered office at Grosvenor House, 66/67 Athol Street,
            Douglas, Isle of Man;

      2.10  "Breakage Costs" means all and any costs, damages, charges and
            penalties incurred by the Lender in breaking any existing funding,
            closing out, settling and unwinding any hedging transaction,
            deposits or other funding as a result of inter alia the
            cancellation, early termination or prepayment of the Facilities and
            including the costs of winding up or terminating of any Hedging
            Arrangements;

      2.11  "business day" or "Business Day" means a day other than a Saturday
            or Sunday or a public/bank holiday in the Republic of South Africa,
            Mauritius, the United Kingdom, the Isle of Man and in New York;

      2.12  "CTA" means this CTA and the Appendices hereto, as read together
            with the relevant Facility Agreements;

      2.13  "Custody Agreement" means the agreement so entitled to be entered
            into between inter alia, Australia and New Zealand Banking Group
            Limited and the Borrower;

      2.14  "Debt Service Account Required Balance" has the meaning given to it
            in clause 25;

      2.15  "Debt Service Account" means the account opened and maintained by
            the Borrower with the Account Bank pursuant to clause 14 and
            designated as the Debt Service Account, as such account may be
            replaced, renumbered or re-designated from time to time;

      2.16  "Debt Service" means on any given date the aggregate of Loan Costs
            and Loan Principal and any amounts due under the Hedging
            Arrangements (or expected to be due) on such date;

      2.17  "Dollars", "US$" and "USD" means the lawful currency of the United
            States of America for the time being;

      2.18  "Draw Stop Notice" means the notice issued by the Lender in terms of
            clause 36.5 below;

      2.19  "Drawing Date" in respect of any Advance, has the meaning given to
            it in the relevant Facility Agreement;

      2.20  "Drawing Notice" in respect of any Advance, has the meaning given to
            it in the relevant Facility Agreement;

      2.21  "Encumbrance" means

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            2.21.1 any mortgage, charge, pledge, lien, assignment, hypothecation
                   or cession by way of security or other encumbrance securing
                   any obligation of any Person;

            2.21.2 any arrangement under which money or claims to, or the
                   benefit of, a bank account or other account may be applied,
                   set-off or made subject to a combination of accounts so as to
                   effect payment of sums owed or payable to any Person; or

            2.21.3 any other type of preferential arrangement (including title
                   transfer and retention arrangements) having a similar effect;

      2.22  "Environmental Approval" means Authorisations required under
            Environmental Law;

      2.23  "Environmental Law" means all laws concerning the environment
            including, without limitation, laws concerning land use, water use,
            conservation, biodiversity, heritage, human health, safety and well
            being, pollution or environmental degradation;

      2.24  "Equitable Mortgage of Shares" means the agreement so entitled to be
            entered in to between the Lender, the Borrower, DRD Porgera Limited
            and Tolukuma Gold Mines Limited;

      2.25  "Event of Default" means any of the events or circumstances
            described in clause 33 of this CTA;

      2.26  "Facilities Discharge Date" means the first date on which :

            2.26.1 no amount is due by the Borrower under any of the Finance
                   Documents which has not been finally, irrevocably and
                   unconditionally paid in full, and

            2.26.2 no unremedied default continues in performance of any other
                   actual obligation of the Borrower (whether entered into
                   solely or jointly with one or more Persons whether as
                   principal or as surety) under any of the Finance Documents;
                   and

            2.26.3 no amount of any of the Facilities remains uncancelled
                   (whether or not cancelled as a result of an exercise by the
                   Lender of the remedy under clause 34 below);and

            2.26.4 the Lender is under no further commitment, obligation or
                   liability (whether actual or contingent) to make Advances or
                   provide other financial accommodation to the Borrower under
                   any Finance Document.

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      2.27  "Facilities" means Facility A and Facility B or, as the context may
            require, any of them;

      2.28  "Facility A Loan Agreement" means the written Facility A Loan
            Agreement so entitled between the Lender and the Borrower and signed
            by the parties on or about 13 October 2004, in terms of which inter
            alia the Lender agrees to make available to the Borrower a term
            facility in an aggregate amount of US$ 15 million;

      2.29  "Facility A" has the meaning ascribed to it in the Facility A Loan
            Agreement;

      2.30  "Facility Agreements" means the Facility A Loan Agreement and the
            Facility B Loan Agreement, or, as the context may require, any one
            of them;

      2.31  "Facility B Loan Agreement" means the written Facility B Loan
            Agreement so entitled dated [ ] between the Lender and the Borrower
            in terms of which inter alia the Lender agrees to make available to
            the Borrower a facility in an aggregate amount of US$ 35 million;

      2.32  "Facility B" means has the meaning ascribed to it in the Facility B
            Loan Agreement;

      2.33  "Finance Documents" means

            2.33.1 this CTA;

            2.33.2 the Facility Agreements;

            2.33.3 the Hedging Arrangements

            2.33.4 the Security Documents;

            2.33.5 any other agreement at any time designated a Finance Document
                   by the parties hereto; and

            2.33.6 any amendment or supplemental agreement to any of the Finance
                   Documents referred to in 2.33.1 to 2.33.5 above or, as the
                   context may require, any of them;

      2.34  "Financial Closing for Facility A" means the date on which the
            Lender notifies the Borrower in accordance with clause 13.2 below
            that all of the conditions precedent in respect of the initial
            drawdown under the Facility A Loan Agreement have been satisfied;

      2.35  "Financial Closing for Facility B" means the date on which the
            Lender notifies the Borrower below that all of the conditions
            precedent in respect

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            of the initial drawdown under the Facility B Loan Agreement have
            been satisfied;

      2.36  "GAAP" means the Generally Accepted Accounting Practice as approved
            from time to time by the South African Accounting Practices Board
            (or its successor body) or, if applicable, in the case of a company
            incorporated outside the Republic of South Africa, in accordance
            with generally accepted accounting practices and principles in its
            jurisdiction of incorporation;

      2.37  "General Account" means the bank account mentioned in clause 15 and
            designated as the General Account, as such account may be replaced,
            renumbered or re-designated from time to time;

      2.38  "Hedging Arrangements" means any interest rate or foreign currency
            swap, future, option, cap, collar, ceiling, hedge, or other
            inflation, interest rate or foreign exchange protection agreement or
            contract, or any other agreement or arrangement designed to protect
            against fluctuations in inflation or interest rates or foreign
            currency, entered into from time to time;

      2.39  "Indebtedness" means any obligation for the payment or repayment of
            money, whether present future, actual or contingent;

      2.40  "Interest Payment Date" has the meaning ascribed to it in the
            Facility Agreements;

      2.41  "Interest Period" has the meaning ascribed to it in the Facility
            Agreements;

      2.42  "Irrevocable Payment Instructions" means the undertakings to be
            given by the Secured Asset Entities to ensure that they will pay all
            their Nett Revenues into the Proceeds Account or as directed by the
            Lender, which undertakings shall be in a form acceptable for the
            time being to the Lender;

      2.43  "Law" includes the common law and any present or future
            constitution, decree, judgement, legislation, measure, requirement,
            order, ordinance, regulation, statute, treaty, directive, rule,
            guideline, practice, concession, or request:

            2.43.1 issued by any relevant authority, governmental body, agency
                   or department or any central bank or other fiscal, monetary,
                   regulatory, self regulatory or other authority or agency; and

            2.43.2 applicable in any jurisdiction to the Target or any of the
                   present or future parties to the Finance Documents or any
                   transaction in which the Stake is acquired by the Borrower in
                   a Target;

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      2.44  "Lender" means Investec Bank (Mauritius) Limited, a company with
            limited liability registered as a bank according to the laws of
            Mauritius with bank registration number 8752/3362, with offices at
            7th Floor, Harbour Front Building, John Kennedy Street, Port Louis,
            Mauritius;

      2.45  "Lender's Advisors" means the advisors to the Lender as mentioned in
            clause 38, which shall include but not be limited to legal advisors,
            technical advisors and any other advisors which may be required by
            the Lender for the purposes stated in clause 38;

      2.46  "Loan Agreements" means this CTA, the Facility Agreements and
            Hedging Agreements;

      2.47  "Loan Costs" in respect of any period means:-

            2.47.1 interest, commitment fees, costs and expenses and other
                   amounts payable by the Borrower under the Facility Agreements
                   (but excluding Loan Principal), in each case in such period;
                   and

            2.47.2 any VAT or other taxes payable by the Borrower in respect of
                   the above;

      2.48  "Loan Principal" means:-

            2.48.1 in respect of any period, the aggregate, in that period, of
                   Advances made under the Facility Agreements, and,

            2.48.2 in respect of any date, the aggregate amount of the Advances
                   under the Facility Agreements on that date

            which has not been repaid by the Borrower to the Lender;

      2.49  "Margin" has the meaning ascribed to it in the Facility Agreements;

      2.50  "Material Adverse Effect" means an event, circumstance or matters or
            the consequences of a combination of events, circumstances or
            matters which, in the reasonable opinion of the Lender, are or could
            be expected to be:

            2.50.1 adverse on the business, assets or financial condition of the
                   Borrower with the result that the Borrower's ability to
                   comply with any of its material obligations under any Finance
                   Document, is or could be expected to be adversely affected;
                   or

            2.50.2 prejudicial to the ability of the Lender to exercise or
                   enforce any of their material rights under the Finance
                   Documents; or

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            2.50.3 materially adverse on the value or effectiveness of the
                   Security; or

            2.50.4 prejudicial to the ability of the Shareholder to observe or
                   perform any of its material obligations under any of the
                   Finance Documents to which it is a party;

      2.51  "Memorandum of Deposit " means the agreement so entitled to be
            entered into between the Borrower and the Lender;

      2.52  "month" means, unless the context otherwise requires, a period
            starting on one day in a calendar month and ending on the
            numerically corresponding day in the next calendar month, and
            references to "months' shall be construed accordingly;

      2.53  "Nett Revenues" means in respect of any period, the aggregate
            (without double-counting) of:

            2.53.1 all net operating revenue (being gross operating revenues
                   less usual operating costs) received or projected to be
                   received by the Borrower during that period; and

            2.53.2 all other income, including, without limitation, all interest
                   and dividends received or projected to be received by the
                   Borrower during that period and all other payments of
                   whatsoever nature received or projected to be received by the
                   Borrower during that period; and

            2.53.3 all VAT or similar revenue received by the Borrower;

      2.54  "Person" means any individual, partnership, corporation, company,
            business organisation or trust;

      2.55  "Potential Event of Default" means any of the events or
            circumstances described in clause 32.1 below;

      2.56  "Proceeds Account" means the account opened and maintained by the
            Account Bank pursuant to clause 14 and designated as the Proceeds
            Account, as such account my be replaced, renumbered or re-designated
            from time to time;

      2.57  "Secured Asset Entities" means the Person in respect of which the
            Borrower holds Secured Assets from time to time, by way of example
            Emperor Mines Limited shall be a Secured Asset Entity for so long as
            the Borrower holds shares in that company;

      2.58  "Secured Assets" means all of the following:-

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            2.58.1 the shares held by the Borrower in the following companies:-

                  2.58.1.1 Emperor Mines Limited (company number ACN 007 508
                           787) a company incorporated under the laws of
                           Australia, having its registered office at Suite 904,
                           level 9 50 Margaret Street, Sydney, NSW. 2000,
                           Australia;

                  2.58.1.2 DRD Porgera Limited; (company number 1-18497), a
                           company incorporated under the laws of the
                           Independent State of Papua New Guinea, having its
                           registered office at level 5, Defens Haus, Cnr
                           Champion Pde & Hunter St, Port Moresby, National
                           Capital District;

                  2.58.1.3 Tolukuma Gold Mines Limited, company number 1-16395),
                           a company incorporated under the laws of the
                           Independent State of Papua New Guinea, having its
                           registered office at level 5, Defens Haus, Cnr
                           Champion Pde & Hunter St, Prot Moresby, National
                           Capital District; and

            2.58.2 any Stake in a Target acquired by the Borrower through the
                   utilisation of the Facilities,

                   as may be held from time to time by the Borrower;

      2.59  "Security Documents" means all the documents and agreements
            establishing or recording the Security;

      2.60  "Security" means the security afforded to the Lender in terms of the
            following:-

            2.60.1 the Memorandum of Deposit;

            2.60.2 the Assignment of Accounts;

            2.60.3 the Account Bank Undertaking;

            2.60.4 the Sponsorship Agreement;

            2.60.5 the Subordination Agreement;

            2.60.6 the Irrevocable Payment Instructions;

            2.60.7 the Equitable Mortgage of Shares;

            2.60.8 the Shareholder's Guarantee, and

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            2.60.9 the Custody Agreement

            together with such further security as may from time to time be held
            by the Lender to secure the Borrower's obligations under the Finance
            Documents;

      2.61  "Shareholder" means Durban Roodepoort Deep, Limited (company number
            1895/000926/06), a company incorporated according to the laws of the
            republic of South Africa, having its registered office as 45 Empire
            Road, Parktown, Johannesburg, Republic of South Africa;

      2.62  "Shareholder's Guarantee" means the agreement to be entered into
            between the Shareholder and the Lender, and contained in a letter
            from the Shareholder to the Lender;

      2.63  "Shares" means any or all shares comprising the issued share capital
            from time to time of the Borrower;

      2.64  "Signature Date" means the date of last signature by any of the
            parties;

      2.65  "Sponsorship Agreement" means the agreement entitled "Chess
            Sponsorship Agreement" to be entered into between the Borrower and
            ANZ Nominees Limited;

      2.66  "Stake" means:-

            2.66.1 shares or any other form of ownership (including an interest
                   in a joint venture), and/or

            2.66.2 all or any amounts owing to such shareholder or owner in its
                   capacity as such or in another form of creditor (including
                   taking cession of loans from third party lenders) and/or

            2.66.3 a management contract;

      2.67  "Subordination Agreement" means the agreement so entitled to be
            entered into between the Shareholder, the Borrower, the Lender, Dome
            Resources (Proprietary) Limited and DRD Australia (Proprietary )
            Limited;

      2.68  "Target" means a company or other legal entity in which the Borrower
            wishes to acquire shares or some other form of ownership;

      2.69  "Tax" includes any tax, levy, impost, duty or other charge of a
            similar nature (together with any penalty, interest, fine or
            surcharge payable in connection with any failure to pay or any delay
            in paying any of the same) imposed from time to time;

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      2.70  "VAT" means Value Added Tax or other charge of a similar nature
            payable under the Law including any similar tax which may be imposed
            in place thereof from time to time.

                SECTION 2 - APPLICATION OF THE CTA AND FACILITY B

3.    APPLICATION OF THE CTA TO THE FINANCE DOCUMENTS AND FACILITY B

      3.1   Each of the Finance Documents will be subject both to the terms and
            conditions contained therein and to the terms and conditions set
            forth in this CTA. Unless otherwise expressly stated, in the event
            of any conflict between the terms of this CTA and any of the other
            Finance Documents, the terms of this CTA shall prevail.

      3.2   At the Signature Date of this CTA, the Borrower and the Lender may
            not have concluded the Facility B Loan Agreement.

      3.3   The Borrower agrees in favour of the Lender, that as soon as the
            Facility B Loan Agreement is concluded and notwithstanding that it
            may be concluded after the Signature Date of this CTA:-

            3.3.1 the provisions of the Finance Documents shall apply equally to
                  such facility agreement as if it had been part of the Finance
                  Documents at the Signature Date of this CTA;

            3.3.2 the Facility Agreements shall both be senior facilities and
                  shall rank pari passu with one another in all respects; and

            3.3.3 upon request from the Lender, the Borrower shall irrevocably
                  confirm in writing to such third parties as the Lender may
                  nominate that the Facility B Loan Agreement forms part of the
                  Finance Documents and that the Secured Assets (to the extent
                  permitted by Law) secure the Lender's rights under that
                  facility agreement.

      3.4   Until such time as the Facility B Loan Agreement is concluded, any
            reference to the Facilities, the Facility Agreements or the like
            shall be construed without Facility B.

                      SECTION 3 - PAYMENTS BY THE BORROWER

4.    MECHANICS

      All payments by the Borrower under any of the Finance Documents shall be
      made

      4.1   to the Lender by 11:00am (Mauritius time) on the due date, into the
            accounts designated in writing by the Lender from time to time;

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      4.2   for value on the due date, in US Dollars and in immediately
            available funds.

5.    DATE OF PAYMENT

      If the date on which any payment under any of the Finance Documents is due
      to be made and that day is not a business day, then such payment shall be
      made on the first following day that is a business day, unless that day
      falls in the next calendar month, in which case such payment shall be made
      on the first preceding day that is a business day to that date on which
      such payment was due to be made.

6.    INTEREST ON OVERDUE AMOUNTS

      6.1   If the Borrower fails to pay on the due date any amount falling due
            or payable to the Lender under or arising from any of the Finance
            Documents then, without prejudice to such other rights as may accrue
            to the Lenders consequent upon such failure each such overdue amount
            shall bear finance charges at the interest rate provided for in the
            relevant Facility Agreement plus 2% per annum.

      6.2   The finance charges in clause 6.1 above will be calculated on each
            overdue amount, or the balance thereof, from the date on which it
            becomes overdue until it has been paid in full. The Borrower shall
            pay such interest on demand, or if no demand, on each Interest
            Payment Date. Interest not paid on a due date shall be capitalised
            on that date, so that interest thereafter is compounded.

7.    DEDUCTIONS, WITHHOLDINGS AND TRANSFERS

      7.1   All payments by the Borrower under the Finance Documents, whether in
            respect of principal, interest, fees or any other item, shall be
            made in full without any set off, deduction, counterclaim or
            withholding (all hereinafter referred to as a deduction or
            withholding) in respect of Tax or otherwise unless the deduction or
            withholding is required by Law in which event the provisions of
            clause 43 below shall apply.

      7.2   The Borrower shall not be entitled to cede, assign or otherwise
            transfer any of its rights and obligations under the Finance
            Documents without the prior written consent of the Lender.

8.    PAYMENT IN FOREIGN CURRENCY

      If, under any applicable law or regulation or pursuant to any judgement or
      order being made or registered against or the liquidation of the Borrower
      or without limitation for any reason, any payment under or in connection
      with any of the Finance Documents is made or is recovered in a currency
      (the "payment currency") other than the currency which such payment is
      expressed to be due or in connection with the Finance Documents (the
      "contractual currency"), then, to

                                  Page 15 of 15
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COMMOM TERMS AGREEMENT                                            EXECUTION COPY

      the extent that amount of such payment actually received by the Lender
      (when converted into the contractual currency at the applicable rate of
      exchange on or about the date of payment) is less than the amount due and
      unpaid under the relevant Finance Documents, the Borrower shall as a
      separate and independent obligation, fully indemnify the Lender against
      the amount of the shortfall.

      For the purposes of this clause 8, the "applicable rate of exchange" means
      the rate at which the Lender is able on or about the date of such payment,
      to purchase the contractual currency, in accordance with its normal
      practice, with the payment currency and shall take into account (and the
      Borrower shall be liable for) any premium or other costs of exchange
      including any taxes incurred by reason of any such exchange.

9.    FACILITY FEES AND PAYMENT OF LENDER'S FEES AND EXPENSES,

      9.1   The Borrower shall on presentation of an invoice to it or, where
            there is no invoice, other evidence to the Borrower's reasonable
            satisfaction, pay to, or at the direction of the Lender all expenses
            (including legal expenses on the scale as between attorney and own
            client, printing and out-of-pocket expenses) incurred by the Lender
            in connection with the negotiation, preparation and completion of
            the Finance Documents and any related documents. Such expenses are
            to include the costs of all advisors employed by the Lender.

      9.2   The Borrower shall pay to the Lender a facility fee of 1% of the
            total maximum amount of the Facilities as follows:-

            9.2.1 An amount of USD 150 000 in respect of Facility A, which
                  amount shall be paid by the Borrower to the Lender on the date
                  of last signature by any of the parties to the Facility A Loan
                  Agreement; and

            9.2.2 An amount equal to 1% of the total maximum amount of Facility
                  B, which amount shall be paid by the Borrower to the Lender on
                  the date of last signature by any of the parties to the
                  Facility B Loan Agreement.

10.   STAMP DUTY

      The Borrower shall pay all stamp, documentary registration and other
      similar duties and Taxes (including any payable by the Lender) to which
      any of the Finance Documents or any such related documents may be subject
      or give rise.

11.   VALUE ADDED TAX

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      The amounts stated in the Finance Documents to be payable by the Borrower
      are exclusive of VAT and accordingly the Borrower shall pay, against
      delivery of appropriate supporting documents on demand:

      11.1  any VAT properly chargeable in respect of supplies to the Borrower
            as contemplated by any of the Finance Documents (including any VAT
            chargeable by the Lender in respect of its supplies to the Borrower
            under the Finance Documents); and

      11.2  in the case of goods or services supplied to, or other costs, fees
            and expenses incurred by the Lender in connection with the Finance
            Documents and which are to be met by the Borrower or in respect of
            which the Borrower has agreed to indemnify the Lender.

12.   ALLOCATION OF PAYMENTS

      The Lender shall be entitled in its sole discretion to allocate any
      amounts received from the Borrower towards the payment of any cause of
      debt or amount owing by the Borrower to the Lender.

                        SECTION 4 - CONDITIONS PRECEDENT

13.   CONDITIONS PRECEDENT TO FINANCIAL CLOSING FOR FACILITY A

      13.1  All obligations of the Lender and rights of the Borrower under the
            Finance Documents for Facility A are subject to the condition
            precedent ("Condition Precedent") that the Lender has notified the
            Borrower in accordance with clause 13.2 below that:

            13.1.1 the Lender has received all of the agreements, documents and
                   evidence set out in Appendix 1 in form and substance
                   satisfactory to the Lender in its sole and absolute
                   discretion; and

            13.1.2 the Lender is satisfied in its sole and absolute discretion
                   that all of the agreements, documents and evidence set out in
                   Appendix 1 are in full force and effect and are unconditional
                   or are subject to conditions satisfactory to the Lender in
                   its sole and absolute discretion; and

            13.1.3 the Lender is satisfied in its sole and absolute discretion
                   as to the other matters set out in Appendix 1.

      13.2  The Lender shall notify the Borrower when it is satisfied that the
            Condition Precedent referred to in clause 13.1 above has been
            fulfilled or waived and such condition shall only be considered to
            have been fulfilled or waived when such notice is given.

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      13.3  The Condition Precedent contained in clause 13.1 is expressed to be
            for the benefit of the Lender and shall be fulfilled by 31 December
            2004.

      13.4  The Lender:

            13.4.1 shall be entitled to extend the relevant period for
                   fulfilment of the Condition Precedent; and

            13.4.2 shall be entitled to waive fulfilment of all or part of the
                   Condition Precedent.

      13.5  If the Condition Precedent is not fulfilled or waived by the date or
            extended date for fulfilment thereof, the provisions of the Finance
            Documents shall cease to be of any further force and effect and the
            parties shall be restored as near as may be to the position in which
            they would have been had the Finance Documents not been entered
            into, and save for any claim based on the doctrine of fictional
            fulfilment and subject to clause 13.6 below, neither party shall
            have any claim against the other as a result of the failure of the
            said condition.

      13.6  Notwithstanding the provisions of this clause, should the Conditions
            Precedent not be fulfilled or waived as provided for in this clause,
            the provisions of Section 9 shall remain in full force and effect
            and the Borrower shall remain liable for the Lender's commitment and
            facility fees and shall remain liable to reimburse the Lender's
            expenses and disbursements (including but not limited to those
            mentioned in clause 9).

      13.7  It is recorded that Facility B shall have its own conditions
            precedent, which are still to be agreed between the parties as at
            the Signature Date of this CTA.

                    SECTION 5 - ACCOUNTS AND CASH MANAGEMENT

14.   OPENING OF ACCOUNTS

      As from the Signature Date to the Facilities Discharge Date, the Borrower
      shall open and maintain, with the Account Bank, in the name of the
      Borrower, the following accounts:

<TABLE>
<CAPTION>
                        ACCOUNT                         ACCOUNT NUMBER
                        -------                         --------------
<S>         <C>                                         <C>
14.1        Debt Service Account DRD Isle of Man
            Limited;                                       124955/01

14.2        Proceeds Account DRD Isle of Man
            Limited.                                       124960/01
</TABLE>

      each of which shall be a separate account unless otherwise agreed by the
      Lender.

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15.   BORROWER'S GENERAL ACCOUNT

      The Borrower shall maintain a banking current account with bankers of its
      choice, which account shall be referred to herein as the "General
      Account". Upon request from time to time, the Borrower shall inform the
      Lender of the details of such account and the bank where it is held.

16.   OPERATING PROCEDURES

      16.1  The Borrower shall procure that the mandates and operating
            procedures for the Accounts shall be in accordance with the
            provisions of this CTA, the Assignment of Accounts and the Account
            Bank Undertaking, and to the reasonable satisfaction of the Lender.

      16.2  Subject to clause 21, 34.2.7 and the Lender's rights in terms of the
            Security, the signatories to the Proceeds Account shall be nominated
            by the Borrower. The signatories to the Debt Service Account shall
            be nominated by the Lender, which signatories shall make withdrawals
            from the Debt Service Account on behalf of the Borrower.

17.   DEPOSITS

      The Borrower shall, immediately upon receipt of any sum, pay that sum into
      the Account to which it is obliged to credit such sum in accordance with
      this CTA or the Assignment of Accounts..

18.   PERMITTED WITHDRAWALS

      18.1  The Borrower shall procure that no withdrawals or transfers shall be
            made from any Account except as expressly permitted by this CTA or
            any of the other Finance Documents.

      18.2  All amounts withdrawn from any Account by the Borrower for
            application in or towards making a specific payment or meeting a
            specific liability shall be applied in or towards making that
            payment or meeting that liability and for no other purpose.

      18.3  No withdrawal shall be made from any Account to the extent that such
            Account would become overdrawn as a result.

19.   INTEREST ON ACCOUNTS

      Interest on funds in each Account shall be paid into that Account.

20.   NO WAIVER

      20.1  None of the restrictions contained in the Finance Documents on the
            withdrawal of funds from any of the Accounts shall affect the
            obligations

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            of the Borrower to make all payments required to be made to the
            Lender on the due date for payment in accordance with the Finance
            Documents.

      20.2  Neither the ability of the Borrower to make any withdrawal from an
            Account in accordance with this CTA nor any such withdrawal shall be
            construed as a waiver by the Lender of any of its rights or remedies
            under the Finance Documents or affect (to the extent possible) any
            of the encumbrances created pursuant to the Security Documents.

21.   NOTICE OF SECURITY INTERESTS

      The Borrower shall procure that the Account Bank is at all times notified
      of the Borrower's security rights in and to the Accounts (as contained in
      this CTA and the Assignment of Accounts) to the Lender and the Borrower
      shall send a copy of such notification to the Lender.

22.   ACCESS TO BOOKS AND RECORDS

      The Borrower grants to the Lender and any of its nominated representatives
      the right to review all books and records (including computer records)
      held by the Account Bank relating to the Accounts and the Borrower
      instructs and authorises the Account Bank to provide the Lender and any of
      its nominated representatives reasonable access to review such books and
      records held by the Account Bank and any such information relating to the
      Accounts as the Lender may, at any time and from time to time, request.
      The Borrower waives any right of confidentiality which may exist to the
      extent necessary to allow disclosure of such books, records and
      information to the Lender and its nominated representatives, provided that
      the nominated representatives enter into a confidentiality undertaking in
      favour of the Borrower in accordance with the terms set out clause 46.14
      below.

23.   CHANGE OF ACCOUNT BANK

      The Borrower may not at any time change the Account Bank without the prior
      written consent of the Lender.

24.   USE OF PROCEEDS ACCOUNT

      24.1  CREDITS: The Borrower shall credit, or shall procure that there is
            credited or deposited, to the Proceeds Account, immediately upon
            receipt:

            24.1.1 all Nett Revenues received by the Borrower in respect of the
                   Secured Assets;

            24.1.2 any amounts (including interest) released from the Debt
                   Service Account in accordance with this CTA;

            24.1.3 any interest as envisaged in clause 19 above; and

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            24.1.4 any other amount payable to the Borrower other than any such
                   amount that is required to be paid and may, in accordance
                   with the Finance Documents, be paid to an Account other than
                   the Proceeds Account.

      24.2  WITHDRAWALS: The Borrower shall only withdraw amounts from the
            Proceeds Account for the following purposes and in the following
            order of priority:

            24.2.1 to fund the Debt Service Account up to the Debt Service
                   Account Required Balance;

            24.2.2 to transfer amounts directly to the General Account.

25.   USE OF DEBT SERVICE ACCOUNT

      25.1  CREDITS: The Borrower shall credit, or shall procure that there is
            credited, to the Debt Service Account, immediately upon receipt any
            amounts available to be paid into the Debt Service Account in
            accordance with clause 24.2; provided that the maximum amount
            required to be credited to the Debt Service Account at any time
            shall be the Debt Service Account Required Balance.

      25.2  WITHDRAWALS: The Borrower (by way of the signatories mentioned in
            clause 16.2) shall only withdraw amounts from the Debt Service
            Account for the following purposes:

            25.2.1 to make a repayment of any Loan Principal or a payment of any
                   Loan Costs due on a particular date; and

            25.2.2 within two (2) business days after any Interest Payment Date,
                   if and to the extent that there is any excess standing to the
                   credit of the Debt Service Account over and above the Debt
                   Service Account Required Balance, to transfer such excess
                   directly to the Proceeds Account.

      25.3  The Borrower shall ensure and procure that from Financing Closing
            until the Facilities Discharge Date, the Debt Service Account is
            funded to the amount of the Debt Service Account Required Balance.

      25.4  "Debt Service Account Required Balance" means an amount determined
            at the end of each month as follows:-

            25.4.1 At the end of the month but two before the forthcoming
                   payment of Debt Service by the Borrower, the Debt Service
                   Account Required Balance shall be equal to one third of that
                   forthcoming payment;

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            25.4.2 At the end of the month but one before the forthcoming
                   payment of Debt Service by the Borrower, the Debt Service
                   Account Required Balance shall be equal to two thirds of that
                   forthcoming payment;

            25.4.3 On the date on which such Debt Service payment is to be made
                   by the Borrower (and just before payment), the Debt Service
                   Account Required Balance shall be equal to the full amount of
                   that Debt Service payment to be made by the Borrower.

26.   USE OF GENERAL ACCOUNT

      26.1  CREDITS: The Borrower shall only be entitled to credit, or procure
            that there is credited, to the General Account any amounts available
            to be paid into the General Account in accordance with clause 24.2
            above.

      26.2  WITHDRAWALS: The Borrower shall be entitled to withdraw amounts from
            the General Account for such purposes as it deems fit.

                   SECTION 6 - WARRANTIES AND REPRESENTATIONS

27.   GENERAL PROVISIONS RELATING TO WARRANTIES AND UNDERTAKINGS

      27.1  Each warranty set out in Appendix 2 and Appendix 3 shall be:

            27.1.1 a separate warranty; and

            27.1.2 shall in no way be limited or restricted by reference to or
                   inference from the terms of any other warranty; and

            27.1.3 given in favour of the Lender; and

            27.1.4 for the sole benefit of the Lender.

      27.2  Each of the undertakings by the Borrower in Appendix 4, Appendix 5
            and Appendix 6:

            27.2.1 shall remain in full force as from the Signature Date until
                   the Facilities Discharge Date; and

            27.2.2 shall be a separate undertaking and shall in no way be
                   limited or restricted by reference to or inference from the
                   terms of any other undertaking.

      27.3  Where, pursuant to any provision of this CTA, the Borrower is
            required to provide financial or other information, it shall provide
            the Lender with one hard copy and one electronic copy.

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28.   WARRANTIES

      The Borrower hereby undertakes and warrants to the Lender:-

      28.1  in the case of the warranties in Appendix 2, the facts and
            circumstances set out in Appendix 2 as they exist on the Signature
            Date or Financial Closing, on each day that the Facilities are
            available for draw down and on each day that any amount is
            outstanding under the Finance Documents, are both true and correct;

      28.2  in the case of the warranties in Appendix 3, the information,
            forecasts, assumptions, financial statements, facts and
            circumstances set out in Appendix 3, as they exist on the date on
            which such information was supplied or expressed to have been made
            or prepared (if different from the date supplied) are both true and
            correct.

29.   INFORMATION UNDERTAKINGS

      The Borrower, unless the Lender has granted its prior written consent to
      the contrary, undertakes in favour of the Lender those obligations set out
      in Appendix 4.

30.   POSITIVE UNDERTAKINGS

      The Borrower unless the Lender has granted its prior written consent to
      the contrary, undertakes in favour of the Lender those obligations set out
      in Appendix 5.

31.   NEGATIVE UNDERTAKINGS

      The Borrower unless the Lender has granted its prior written consent to
      the contrary, undertakes in favour of the Lender those obligations set out
      in Appendix 6.

              SECTION 7 - EVENTS OF DEFAULT AND THEIR CONSEQUENCES

32.   POTENTIAL EVENTS OF DEFAULT AND CONSEQUENCES OF A POTENTIAL EVENT OF
      DEFAULT

      32.1  POTENTIAL EVENTS OF DEFAULT

            A Potential Event of Default shall have occurred if -

            32.1.1 any event or combination of events which would (with the
                   giving of notice or the probable fulfilment of any other
                   applicable requirement (excluding the requirement of a
                   Material Adverse Effect) or any combination thereof) if not
                   remedied or waived will become an Event of Default; or

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            32.1.2 an Event of Default has occurred for which a remedy period is
                   given, while such remedy period is running and the Event of
                   Default is unremedied; or

            32.1.3 there is a referral of any other dispute to arbitration under
                   any Finance Documents or any other litigation relating to the
                   occurrence or alleged occurrence of any Event of Default; or

            32.1.4 the Borrower is disputing that any Affected Financial
                   Indebtedness which has not been paid, is lawfully due and
                   payable.

      32.2  CONSEQUENCES OF A POTENTIAL EVENT OF DEFAULT

            32.2.1 A Potential Event of Default shall constitute a breach of the
                   Finance Documents.

            32.2.2 When a Potential Event of Default has occurred and while it
                   is continuing the Borrower

                  32.2.2.1 shall not withdraw any amounts from any Account;

                  32.2.2.2 the Borrower shall not change the Account Bank; and

                  32.2.2.3 the Lender's obligations under the Loan Agreements to
                           honour any Drawing Notice or make any Advance shall
                           be suspended.

            32.2.3 A Potential Event of Default which is not remedied within a
                   period of 14 days, or which is not waived, shall constitute
                   an Event of Default.

            32.2.4 The remedy period shall be -

                  32.2.4.1 calculated from the day on which the Borrower knew or
                           ought reasonably to have known of the occurrence,
                           where the applicable remedy period is stated to
                           commence from date of occurrence; or

                  32.2.4.2 calculated from the day after the date of
                           notification, where the remedy period is stated to
                           commence from date of notification by the Lender.

            32.2.5 The Borrower shall pay the Lender any damages (including
                   consequential damages and the costs and expenses of the
                   Lender's Advisers) which the Lender is able to prove it has
                   sustained, as a result of the occurrence of any Potential
                   Event of Default.

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      32.3  REMEDY OF POTENTIAL EVENTS OF DEFAULT

            A Potential Event of Default shall cease to be a Potential Event of
            Default when the events, circumstances or combination of events or
            circumstances or consequences thereof which gave rise the Potential
            Event of Default, have, in the opinion of the Lender, been remedied
            or are no longer continuing or have ceased to exist or have been
            waived.

      32.4  ORDER OF PRECEDENCE OF EVENTS OF DEFAULT

            If a breach of a condition or provision is specifically otherwise
            referred to or dealt with in clause 33 then the provisions of clause
            33 shall apply and shall prevail over the provisions of this clause
            32.

33.   EVENTS OF DEFAULT

      An Event of Default shall have occurred if:

      33.1  Non-Payment by the Borrower

            The Borrower fails to pay any sum due and payable under any of the
            Finance Documents to which it is a party on the due date, in the
            currency and in the manner specified therein; or

      33.2  Specific Breaches of Section 5 [Accounts] of this CTA

            The Borrower breaches any of the provisions of Section 5 above or
            any provisions of the Assignment of Accounts; or

      33.3  Breach of Warranties and Representations

            The Borrower breaches any warranty or representation given by it
            under any Finance Document (including those listed in the Appendices
            to this CTA); or

      33.4  Consents

            [Clause intentionally left blank]

      33.5  Breach of Finance Documents

            Other than as stated in clause 32.2.1, the Borrower, or any other
            party to a Finance Document, breaches or repudiates or fails duly to
            perform or comply with any of the obligations expressed to be
            assumed by it in the Finance Documents; or

      33.6  Liquidation and similar proceedings

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            33.6.1 Any third Person takes any action, steps or proceedings
                   against the Borrower -

                  33.6.1.1 for compulsory, provisional or final sequestration,
                           winding-up, liquidation, compromise, administration
                           order, curatorship, judicial management, dissolution,
                           or administration; or

                  33.6.1.2 for the appointment of a receiver, administrator,
                           trustee, liquidator, judicial manager or similar
                           officer or of any or all of the Borrower's assets or
                           revenues; or

                  33.6.1.3 any analogous procedure or step is taken in any
                           jurisdiction; or

            33.6.2 The Borrower becomes insolvent or itself takes any action,
                   steps or proceedings -

                  33.6.2.1 for voluntary or compulsory, provisional or final
                           sequestration, winding-up, liquidation, compromise,
                           administration order, curatorship, judicial
                           management, dissolution, or administration in
                           relation to itself or its assets; or

                  33.6.2.2 for the appointment of a receiver, administrator,
                           trustee, liquidator, judicial manager or similar
                           officer or of any or all of its own assets or
                           revenues; or

                  33.6.2.3 any analogous procedure or step is taken in any
                           jurisdiction; or

      33.7  Attachment

            Any attachment, sequestration, execution or distress is levied
            against, or an encumbrancer takes possession of the whole or any
            part of the property, undertaking or assets of the Borrower or of
            any of the Secured Asset Entities; or

      33.8  Default Judgments

            The Borrower suffers any default judgment against it to remain
            unsatisfied for more than 10 business days after having become aware
            thereof or rescission of any such judgment has not been obtained
            within 40 business days after the judgment came to the attention of
            the Borrower; or

      33.9  Claim of Immunity

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            Any party to a Finance Document will be entitled to claim for itself
            or any of its assets or revenues immunity from suit, execution,
            attachment or other legal process; or

      33.10 Cross Default

            An event of default howsoever described occurs, which event entitles
            the counter party to that document to terminate or cancel an
            Affected Financial Indebtedness or any Hedging Arrangements; or

      33.11 Cross Acceleration

            Any Affected Financial Indebtedness:-

            33.11.1 becomes prematurely due and payable; or

            33.11.2 may be declared due and payable by any creditor in respect
                    thereof becoming entitled to do so; or

            33.11.3 is placed on demand as a result of an event of default
                    (howsoever described) under the document relating to that
                    Affected Financial Indebtedness,

            33.11.4 is not paid when due; or

            any security therefore becomes enforceable,

            whether or not the Borrower is disputing such acceleration,
            declaration, placing demand, due date or enforceability; or

      33.12 Compliance with Authorisations

            At any time any Authorisation required to be done, fulfilled,
            obtained, renewed, extended, complied with or performed, or in order
            -

            33.12.1 to ensure the legality, validity, binding nature and
                    enforceability of the Borrower's obligations under the
                    Finance Documents;

            33.12.2 to carry out the Borrower's business and operations
                    generally;

            33.12.3 to enable any Person lawfully to enter into and perform the
                    obligations expressed to be assumed by it in the Finance
                    Documents to which it is a party, or

            33.12.4 to ensure that the obligations expressed to be assumed by
                    any Person in the Finance Documents to which such Person is
                    a party are legal, valid and binding and enforceable against
                    it in accordance with the terms thereof,

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                  is not done, fulfilled, obtained, renewed, extended, complied
                  with or performed when so required or otherwise ceases to be
                  in full force and effect; or

      33.13 Compliance with Law

            33.13.1 At any time a Law required to be complied with in order to
                    carry out the Borrower's business and operations generally
                    is not complied with when so required; or

            33.13.2 At any time, any Law required to be complied with in order -

                  33.13.2.1 to enable any Person lawfully to enter into and
                            perform the obligations expressed to be assumed by
                            it in the Finance Documents to which it is a party,

                  33.13.2.2 to ensure the legality, validity, binding nature and
                            enforceability of the Borrower's rights under the
                            Finance Documents; or

                  33.13.2.3 to ensure that the obligations expressed to be
                            assumed by any Person in the Finance Documents to
                            which such Person is a party are legal, valid and
                            binding and enforceable against it in accordance
                            with the terms thereof,

            is not complied with when so required; or

      33.14 Illegality

            At any time it is or becomes unlawful for any Person to perform or
            comply with any or all of its obligations under the Finance
            Documents; or

      33.15 Invalidity

            Any of the obligations expressed to be assumed by any Person under
            the Finance Documents are not or cease to be legal, valid and
            binding obligations enforceable against such Person in accordance
            with the terms thereof; or

      33.16 Breach of obligations relating to Potential Default

            The Borrower is in breach of its obligations under clause 32.2.2
            above; or

      33.17 Nationalisation

            By or under the authority of any relevant authority, whether by act
            or omission:

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            33.17.1 the Secured Assets or any material part thereof is
                    expropriated or nationalised; or

            33.17.2 the board of directors and/or management of the Borrower is
                    wholly or partially removed or the authority of the
                    Borrower in the conduct of its business is wholly or
                    partially curtailed; or

            33.17.3 any of the Shares or any part of the Borrower's undertaking,
                    rights, revenues or assets are or is seized, nationalised,
                    expropriated, requisitioned or acquired; or

      33.18 Ownership of the Borrower

            The Shareholder shall cease to own and control the voting power
            attributable, either directly or indirectly, to all (100%) of the
            issued share capital, or voting share capital of the Borrower until
            the Facilities Discharge Date; or

      33.19 Cessation of Borrower's business

            The Borrower ceases to carry on the whole or substantial part of its
            business or stops or suspends payment of its debts or proposes or
            enters into any composition, scheme, compromise arrangement with or
            for the benefit of its creditors generally or any class of them;

      33.20 Security Invalidity or Challenge

            The Security or any part thereof shall for any reason cease to be in
            full force and effect under any applicable Law or is alleged by the
            Borrower or the Secured Asset Entities to be ineffective or the
            Security or any part thereof otherwise ceases to constitute valid,
            first-ranking security in respect of the relevant asset(s) or
            revenue and the Borrower fails to restore the Security within 10
            business days of being required to do so by the Lender or such
            longer period as the Lender may agree; or

      33.21 Environmental claims

            A third party (including a regulatory authority) takes any action or
            makes any claim against the Borrower and/or any of the Secured Asset
            Entities under any Environmental Law, including any rehabilitation
            or remedial action (in particular in relation to contaminated land)
            or the revocation, suspension, variation or non renewal of any
            Environmental Approval, which action or claim could:-

            33.21.1 have a Material Adverse Effect; or

            33.21.2 such action or claim is for an amount in excess of USD
                    500,000, or such action or claim causes the aggregate of

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                  aforementioned actions or claims over the then past year to
                  exceed USD 500,000;

            and the Borrower fails to settle or satisfy (or fails to cause a
            similar result of ) the action or the claim within 10 business days
            after having become aware thereof or fails to have the action or
            claim withdrawn (or fails to cause a similar result) by the said
            third party within 10 business days after it came to the attention
            of the Borrower; or

      33.22 Other events

            Any other breaches, events or series or combination of breaches,
            events or circumstances occur which has or have or may have a
            Material Adverse Effect; or

      33.23 Other specific Events of Default

            Any other breach or event that is expressed in the Finance Documents
            to constitute an Event of Default.

34.   CONSEQUENCES OF EVENTS OF DEFAULT

      34.1  The occurrence of an Event of Default shall constitute a material
            breach of each of the Finance Documents.

      34.2  Upon the occurrence of any Event of Default then, without prejudice
            to such other rights or remedies which the Lender may have in terms
            of any other agreements or at Law, the Lender may upon notice to the
            Borrower:

            34.2.1 claim immediate payment of all amounts (including, without
                   limitation, all principal, interest, costs, charges, Breakage
                   Costs) owing (whether due or payable or not) by the Borrower
                   to the Lender, all of which shall be and become forthwith due
                   and payable, and/or

            34.2.2 place all or any part of the Advances (together with accrued
                   interest and all other amounts due to the Lender by the
                   Borrower under the Finance Documents) on demand, whereupon
                   they shall immediately become payable on demand and at any
                   time thereafter:-

                  34.2.2.1 make any further amendment to the repayment
                           obligations relating to such Advances; and/or

                  34.2.2.2 demand repayment of all or part of the Advances
                           placed on demand together with accrued interest and
                           any other amounts then payable under the Finance

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                    Documents (including, without limitation, Breakage Costs due
                    under the Finance Documents); and/or

            34.2.3  decline to pay out any amounts then un-drawn under the
                    Facilities; and/or

            34.2.4  cancel one or more or all of the Finance Documents in whole
                    or in part; and/or

            34.2.5  claim payment of such damages, costs and other amounts
                    incurred in consequence of such Event of Default from the
                    Borrower; and/or

            34.2.6  take all steps which the Lender considers desirable to
                    enforce the Security; and/or

            34.2.7  become the sole signatory to each of the Accounts; and/or

            34.2.8  either temporarily or permanently, suspend the operation of
                    part or all of the provisions of Section 5 and/or operation
                    of part or all of the provisions of the Assignment of
                    Accounts; and/or

            34.2.9  instruct the Account Bank not to permit the withdrawal of
                    any amount from the Accounts without the Lender's further
                    instructions; and/or

            34.2.10 instruct the Account Bank to pay to the Lender all or any
                    amount credited to all or any of the Accounts

                  34.2.10.1 for application in accordance with the Loan
                            Agreements; and/or

                  34.2.10.2 towards reduction of amounts payable by the Borrower
                            under the Finance Documents to the Lender; and/or

                  34.2.10.3 towards other payments payable by the Borrower.

      34.3  Nothing in this clause shall entitle the Lender to recover, in
            respect of the rights and remedies granted to the Lender under this
            clause which constitute penalty stipulations, both the penalties and
            damages, provided should such rights and remedies constitute penalty
            stipulations then the Lender shall be entitled to recover damages in
            lieu of the penalties;

      34.4  If an Event of Default has occurred and the Lender is exercising or
            have exercised any of their rights and remedies under any one or
            more of clauses 34.2.1 to 34.2.10 then the Lender may at any time
            whilst any

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            Event of Default is continuing and unremedied, elect to exercise any
            of their other rights 34.2.1 to 34.2.10.

                             SECTION 8 - THE LENDER

35.   LENDER'S ADVANCES

      Subject to the provisions of this CTA and the Facility Agreements, the
      Lender shall make Advances to the Borrower in accordance with the
      provisions of the Loan Agreements.

36.   DRAWDOWNS

      36.1  INITIAL DRAWDOWN

            The obligation of the Lender to make the first Advance under the
            Facility Agreements is subject to the fulfilment of the conditions
            precedent provided for in Section 4.

      36.2  SUBSEQUENT DRAWDOWNS

            After the drawdown of the first Advance, the obligation of the
            Lender to make any Advance under any of the Facility Agreements is
            subject only to:

            36.2.1 the Lender having received the requisite Drawing Notice in
                   accordance with the provisions of the relevant Facility
                   Agreement;

            36.2.2 the Borrower having complied with any additional conditions
                   to draw down which are mentioned in the Facility Agreement
                   concerned; and

            36.2.3 the absence of any continuing and unremedied Potential Event
                   of Default or continuing and unremedied Event of Default.

      36.3  EXTENSION AND WAIVER

            Subject to any other provisions of this CTA, the Lender shall be
            entitled to -

            36.3.1 extend the relevant period for fulfilment of any or all of
                   the conditions; and

            36.3.2 waive fulfilment of any or all of the conditions

            referred to in clauses 36.1 and 36.2 above.

      36.4  CONDITIONS FOR THE BENEFIT OF THE LENDERS

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                  The conditions contained in clause 36.1 and 36.2 are expressed
                  to be for the benefit of the Lender.

      36.5  DRAW STOP NOTICES

            36.5.1 Should the Lender not be satisfied that the conditions to
                   drawdown set out in clause 36.2 have been fulfilled or
                   waived, the Lender shall issue a Draw Stop Notice under this
                   clause 36.5, and if it does so, shall furnish a copy thereof
                   together with a statement of the reasons for doing so to the
                   Borrower.

            36.5.2 Upon the issue of a Draw Stop Notice, the Lender's
                   obligations under the Facility Agreements to honour any
                   Drawing Notice or make any Advance shall be excused.

            36.5.3 The Borrower shall be entitled, immediately upon the events
                   or impediments giving rise to the issue of the Draw Stop
                   Notice having ceased to exist or having been removed, to
                   issue a new Drawing Notice in terms of the relevant Facility
                   Agreement.

            36.5.4 The Lender may, at the request of the Borrower, withdraw any
                   Draw Stop Notice. Should the Lender decide to do so, it shall
                   notify the Borrower and, in that event, any time periods
                   referred to in this clause 36.5 and in the Drawing Notice
                   shall run from the date of such notification.

37.   BORROWER'S INDEMNITY IN FAVOUR OF THE LENDER

      37.1  The Borrower hereby indemnifies the Lender against and undertakes to
            pay the Lender, on presentation to it of an invoice from a third
            party or, where there is no invoice from a third party, other
            evidence to the Borrower's reasonable satisfaction, any cost, claim,
            loss, damages, expense (including legal fees) or liability which the
            Lender may sustain or incur as a result of a claim by such third
            party against the Lender arising out of any breach by the Borrower
            in the performance of any of its obligations under any agreement to
            which the Lender is not a party.

      37.2  If any legal action is brought or claim is made against the Lender
            and the Lender is entitled to be indemnified pursuant to clause
            37.1,

            37.2.1 the Lender shall notify the Borrower promptly of such claims
                   or any such threatened claims and take such action (at the
                   Borrower's expense) as the Borrower reasonably directs;

            37.2.2 the Borrower shall be entitled at its own expense to defend,
                   have conduct of, or settle any such action or claim;

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            37.2.3 the Lender shall be entitled to engage its own legal counsel
                   (at the cost of the Borrower) and the Lender shall
                   co-ordinate its defence with that of the Borrower;

            37.2.4 the Borrower shall provide all necessary clerical, accounting
                   or legal assistance for the conduct of the proceedings;

            37.2.5 if the Borrower fails to defend, deal with or negotiate any
                   such action or claim diligently, the Lender may, after first
                   giving the Borrower reasonable notice to so act, settle such
                   action or claim without the consent of the Borrower and
                   without relieving the Borrower of the obligation to indemnify
                   the Lender as provided in clause 37.1.

      37.3  The Lender shall not be obliged to defend, settle or compromise any
            proceedings but will not do nor omit to do anything which prejudices
            the rights or ability of the Borrower to defend, settle or
            compromise any such claim.

38.   APPOINTMENT OF LENDER'S ADVISERS

      38.1  During the term of the Finance Documents, the Lender shall be
            entitled from time to time to appoint one or more Lender's Advisers
            as may be reasonably required to advise upon or protect the Lender's
            rights and obligations under the Finance Documents. Without limiting
            the aforegoing, the Lender shall be entitled to appoint any Lender's
            Adviser (at the Borrower's cost):-

            38.1.1 upon the occurrence of a Potential Event of Default or Event
                   of Default; or

            38.1.2 should further Security need to be taken by the Borrower, as
                   described in the Facility Agreements, prior the making of or
                   as a condition precedent to the making of an Advance, or

            38.1.3 should any variation, consent or approval relating to any of
                   the Finance Documents or any related documents be required.

      38.2  The agreed or, failing agreement, the reasonable fees, disbursements
            or expenses of the Lender's Advisers shall be paid by the Borrower
            on presentation of an invoice to it or, where there is no invoice,
            other evidence to the Borrower's reasonable satisfaction.

      38.3  In addition, the Borrower shall on demand pay to, or at the
            direction of, the Lender, all fees and expenses (including legal
            expenses on the attorney and own client scale (or an analogous scale
            in other jurisdictions) and out-of-pocket expenses), charges and
            expenses of a like nature, including all Taxes, incurred by the
            Lender acting in accordance with its rights and

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            obligations under the Finance Documents, in preserving, enforcing or
            defending, or attempting to preserve, enforce or defend, any of
            their rights under the Finance Documents against the Borrower.

39.   DAMAGES CLAIMABLE BY THE LENDER

      Where in the Finance Documents, the Lender is entitled to claim damages
      from the Borrower such damages shall include, (to the extent the Lender is
      able to prove that they have suffered such damages) -

      39.1  sums paid or payable on account of any funds borrowed in order to
            carry any unpaid amount; and

      39.2  any loss which may be incurred in liquidating or deploying deposits;
            and

      39.3  all commitment fees, as defined in the Finance Documents, accrued to
            the date of exercise by the Lender of any of the rights in terms of
            clause 34 of this CTA; and

      39.4  any other amount due or to become due to them under the Finance
            Documents, including, without limitation, Breakage Costs due under
            the Finance Documents.

40.   ILLEGALITY

      40.1  Where at any time the introduction, imposition or variation of any
            Law or any change in the interpretation by a relevant authority or
            court of competent jurisdiction in any country applicable to the
            Lender (for the purposes of this clause referred to as "Competent
            Authority") thereof -

            40.1.1 makes it unlawful or impossible without breaching such Law
                   for the Lender to -

                  40.1.1.1 allow all or part of its participation in amounts
                           outstanding under the Finance Documents to remain
                           outstanding; or

                  40.1.1.2 to fund all or part of its participation in a
                           drawdown under the Finance Documents; or

                  40.1.1.3 to carry out all or any of the Lender's other
                           obligations under the Finance Documents; or

                  40.1.1.4 to charge or receive interest as specified under the
                           relevant Loan Agreements;

            40.1.2 then:

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                  40.1.2.1 the Lender shall notify the Borrower and the Lender's
                           obligation to lend under the Loan Agreements or any
                           of them shall forthwith be cancelled to the extent
                           necessary to cure such illegality or impossibility;
                           and

                  40.1.2.2 the Borrower shall, within 3 business days of being
                           so notified or 3 business days prior to such
                           unlawfulness or impossibility coming into effect
                           (whichever is later) prepay to the Lender the amount
                           owing to the Lender under the affected Finance
                           Document (including, without limitation, any sum
                           payable under clauses 34 and 37 above) together with
                           any and all interest, commitment fees accrued to the
                           date of such cancellation in respect of the portion
                           of the Finance Documents cancelled and any amounts
                           which become due to the Lender from the Borrower
                           under the Finance Documents as a result of the
                           payment or prepayment by the Borrower to the Lender
                           in terms of the provisions of this clause 40,
                           including but not limited to Breakage Costs.

      40.2  Where such illegality relates to the repayment of amounts
            outstanding under the Facility B Loan Agreement by the issue of
            Shares, as described in that agreement, then the Borrower shall be
            obliged to repay such facility in cash.

41.   INCREASED COSTS

      41.1  If by reason of:

            41.1.1 any change in law; and/or

            41.1.2 any directive, requirement, request or guidance (whether or
                   not having the force of law but if not having the force of
                   law, one which applies generally to a class or category of
                   financial institutions and/or financial service companies) of
                   any central bank or any other fiscal, monetary, regulatory or
                   other authority; and/or

            41.1.3 any change in banking practice, as it affects or is applied
                   generally by any financial institution; and/or

            41.1.4 a requirement or a request by any statutory or monetary
                   authority, to pay Taxes, levies or other amounts whatsoever
                   or to maintain special deposits or reserve assets, in
                   addition to those currently paid or maintained or reserved by
                   the Lender; and/or

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            41.1.5 any compliance by the Lender with any reserve, cash ratio,
                   special deposit or liquidity requirements (or any other
                   similar requirements) in respect of this CTA in addition to
                   those anticipated by the Lender; and/or

            41.1.6 any compliance by the Lender with any capital adequacy or
                   similar requirements howsoever arising, including as a result
                   of an increase in the amount of the capital to be allocated
                   to the amount advanced under this CTA or of a change of
                   weighting of the commitment under this CTA, and/or

            41.1.7 maintain special deposits or reserve assets, in addition to
                   those currently paid or maintained or reserved by the Lender,

            there are any increased costs, then the Borrower shall forthwith on
            demand pay the Lender the amount of any increased costs incurred by
            the Lender (whether by way of an increase in Margin or otherwise).

      41.2  The Lender shall provide the Borrower such reasonable details as to
            how such increased cost has been suffered, provided that it shall
            not be under any obligation under this clause to disclose any
            information relating to its affairs or to that of any financier,
            which it in its sole and absolute discretion determines is
            confidential, commercially sensitive or the disclosure of which
            would be contrary to any of its usual policies and no failure to
            disclose any such information shall limit its rights hereunder.

      41.3  The obligation on the part of the Borrower to pay taxes in terms of
            clause 41.1.4 (whether retrospective or not) shall survive the
            expiry or early termination of the last of the Finance Documents for
            a period of 3 (three) years after the date of final assessment has
            been issued to the Lender in respect of the Finance Documents, which
            cannot be revised by the relevant authorities.

      41.4  Clause 41.1.1 shall not apply to any increased cost attributable to
            any change in the rate of tax on the overall net income of the
            Lender.

42.   DECREASE IN COSTS

      Should any of the circumstances mentioned in clauses 41.1.1 to 41.1.7,
      result in:-

      42.1  a decrease in the cost to such Lender of making or maintaining the
            Facilities; or

      42.2  decrease the cost to such Lender of making or maintaining Advances
            or holding the Security under the Finance Documents; or

      42.3  increase the amount of any sum received or receivable by such Lender
            under any of the Finance Documents,

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            in a manner or amount which is not already accounted for or provided
            for in this CTA or in any Facility Agreement, then the Lenders
            shall, if so required by the Borrowers, credit the Borrower with an
            amount or amounts which would place the Lender concerned in no worse
            and no better financial position after taking into account such
            decreased cost or increase in amount received. Such credit may be
            effected by way of a reduction in Margin or otherwise.

43.   DEDUCTIONS OR WITHHOLDINGS REQUIRED BY LAW

      43.1  If any deduction or withholding from any payment by the Borrower to
            the Lender under the Finance Documents is required by Law, then the
            Borrower shall, if so required by the Lender affected by the such
            deduction or withholding, pay to the Lender, when the payments which
            are subject to such deduction or withholding are due, such
            additional amount so that the net amount received by the Lender, is
            equal to the full amount which would have been received by the
            Lender if such deduction or withholding was not made.

      43.2  The Borrower shall:

            43.2.1 ensure that the deduction or withholding does not exceed the
                   minimum amount legally required;

            43.2.2 pay to the relevant taxation or other authorities within the
                   period for payment permitted by Law, the full amount of the
                   deduction or withholding (including, but without prejudice to
                   the generality of the foregoing, the full amount of any
                   deduction or withholding from any additional amount paid
                   pursuant to this clause 43.2.2); and

            43.2.3 furnish to the Lender either:

                  43.2.3.1 an official receipt of the relevant taxation or other
                           authorities involved in respect of all amounts so
                           deducted or withheld; or

                  43.2.3.2 if such receipts are not issued by the taxation or
                           other authorities concerned on payment to them of
                           amounts so deducted or withheld, a certificate of
                           deduction or withholding signed by the Managing
                           Director of the Borrower.

      43.3  If payment of the deduction or withholding by the Borrower to the
            relevant taxation or other authorities in terms of this clause 43 -

            43.3.1 causes the Lender to receive a corresponding refund or credit
                   from the relevant taxation or other authorities of an amount

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                   which is directly attributable to the amount deducted or
                   withheld; and

            43.3.2 places the Lender in a better financial position than it or
                   they would have been had the provisions of this clause 43 had
                   not applied;

            then the Lender shall, to the extent permitted by Law, repay to the
            Borrower an amount or amounts which would place the Lender in no
            worse and no better financial position after taking account of the
            refund or credit referred to above.

44.   SET-OFF BY THE LENDER

      44.1  The Lender may, without prior notice to the Borrower, apply any
            credit balance (whether or not then due and in whatever currency)
            which is at any time held by any office or branch of the Lender for
            the account of the Lender in or towards satisfaction of any sum then
            due and payable from the Borrower under the Finance Documents and in
            respect of which a default in payment has occurred.

      44.2  For the purposes of exercising any rights under this clause 44, or
            any rights under the general law, the Lender may convert or
            translate all or any part of any such a credit balance into another
            currency applying a rate which in its opinion fairly reflects
            prevailing rates of exchange.

      44.3  The Lender is not obliged to exercise any of its rights under this
            clause 44, which shall be without prejudice and in addition to any
            rights under the general law.

      44.4  In this clause 44 "rights under the general law" means any right of
            set-off, combination or consolidation of accounts, lien or similar
            right which the Lender has under any applicable law.

45.   ASSIGNMENT BY THE LENDER

      Save as stated in clause 15.5 of the Facility B Loan Agreement, the Lender
      may not assign or transfer all or any of its rights and obligations under
      any of the Finance Documents to any party without the prior written
      consent of the Borrower, which consent shall not be unreasonably withheld
      or delayed. The Borrower will enter into all documents specified by the
      Lender to be necessary to effect any such assignment or transfer.

                     SECTION 9 - GENERAL AND INTERPRETATION

46.   INTERPRETATION AND OTHER GENERAL TERMS OF THIS LOAN AGREEMENT

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      46.1  GENERAL APPLICATION OF THIS CLAUSE

            Each of the provisions of this Section 9 shall -

            46.1.1 apply to all the parties to the Finance Documents as fully
                   and effectually as if these provisions had been incorporated
                   in those agreements; and

            46.1.2 come into force (notwithstanding the provisions of clause 13)
                   upon signature of this CTA and shall survive and continue to
                   bind the parties to the Finance Documents upon the
                   termination for whatever reason of the Finance Documents.

      46.2  INTERPRETATION

            46.2.1 Clause and paragraph headings in the Finance Documents are
                   for purposes of reference only and shall not be used in
                   interpretation.

            46.2.2 In the Finance Documents, unless the context clearly
                   indicates a contrary intention,

                  46.2.2.1 any word connoting:

                        46.2.2.1.1 any gender includes the other two genders;

                        46.2.2.1.2 the singular includes the plural and vice
                                   versa;

                        46.2.2.1.3 natural persons includes juristic persons and
                                   vice versa.

                  46.2.2.2 subject to clause 46.3, when any number of business
                           days (or days) is prescribed for the calculation of
                           interest such number shall include the first and
                           exclude the last business day (or day) but for all
                           other purposes such number shall exclude the first
                           and include the last business day (or day);

                  46.2.2.3 a reference to an enactment is a reference to that
                           enactment as at the date of signature hereof and as
                           amended or re-enacted from time to time.

            46.2.3 Any reference in any of the Finance Documents to any document
                   or agreement shall be construed as a reference to that
                   document or agreement as the same may have been, or may be,
                   from time to time, amended, supplemented, restated, novated,


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                  ceded, delegated or replaced in accordance with its terms and
                  the terms of the Finance Documents.

      46.3  CALCULATION OF INTEREST

            Unless otherwise stated in a Finance Document

            46.3.1 Interest payable in terms of the Finance Document shall be
                   calculated on the basis of actual days elapsed (counting the
                   first day of the relevant interest period but not counting
                   the last day of that interest period) and a year of 360 days;

            46.3.2 Notwithstanding the above provisions of this clause 46.3, if
                   any Interest Period (as defined in the Facility Agreements)
                   ends on a day which is not a business day, such Interest
                   Period shall be extended to the next business day unless that
                   would extend that Interest Period into the next following
                   calendar month, in which event that Interest Period shall be
                   shortened so as to end on the immediately preceding business
                   day.

      46.4  CERTIFICATES

            A certificate signed by or on behalf of the Lender as to the
            existence and amount of the Borrower's Indebtedness under any of the
            Finance Documents at any time, as to the fact that such amount is
            due and payable, as to the rate of interest and the amount of any
            interest payment and as to any other fact, matter or thing relating
            to the Borrower's Indebtedness shall be, in the absence of manifest
            error, rebuttably presumed to be proof of the contents and
            correctness thereof and of the amount of the Borrower's Indebtedness
            for the purposes of provisional sentence of summary judgment or any
            other proceedings against the Borrower in any competent court and
            shall be valid as a liquid document for such purpose.

            It shall not be necessary to prove the appointment or authority of
            the person signing such certificate, which certificate shall be
            deemed to be sufficient particularity for the purposes of pleading
            or trial in any action or other proceedings instituted by the Lender
            against the Borrower.

      46.5  RIGHTS, CUMULATIVE, WAIVERS

            46.5.1 The respective rights and remedies of the Borrower, the
                   Lender and the Lender under the Finance Document are
                   cumulative, may be exercised as often as the holder of such
                   rights consider appropriate and are in addition to and not
                   exclusive of their respective rights and remedies in law.

            46.5.2 No failure or delay on the part of the Lender to exercise any
                   power, right or remedy under any of the Finance Documents

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                   shall operate as a waiver thereof nor shall any single or
                   partial exercise by it of any power, right or remedy preclude
                   any other or further exercise thereof or the exercise of any
                   power, right or remedy.

            46.5.3 The rights and remedies of the Borrower and the Lender
                   whether arising any of the Finance Documents or in common law
                   shall not be capable of being waived or varied otherwise than
                   by an express waiver in writing.

            46.5.4 The waiver by any party of any breach of the terms or
                   conditions of any of the Finance Documents by any other party
                   shall not prejudice any remedy of the waiving party in
                   respect of any continuing or other breach of the terms and
                   conditions of any thereof unless such waiver was expressly
                   made in respect of such continuing breach.

      46.6  TERMINATION NOT TO PREJUDICE ACCRUED RIGHTS

            The expiry or termination of any of the Finance Documents shall not
            prejudice the rights of any party thereto in respect of any
            antecedent breach or non-performance by any party of any of the
            terms or conditions hereof.

      46.7  ENGLISH LANGUAGE

            All notices or communications under or in connection with the
            Finance Documents shall be in the English language.

      46.8  SEVERABILITY

            If any one or more of the provisions of any of the Finance Documents
            shall be declared or adjudged (formally or informally) by competent
            authority to be illegal, invalid or unenforceable under any Law
            applicable:

            46.8.1 That provision shall be deemed for all purposes to be
                   severable from all the other provisions of the Finance
                   Document, which provisions shall continue in force
                   unaffected;

            46.8.2 The Finance Document thus continuing shall (subject and
                   without prejudice to any appeal to higher authority as to the
                   status of that provision) exclude the offending provision
                   but, if such deletion substantially affects or alters the
                   commercial basis of the affected or any other Finance
                   Document, then the Finance Documents including such provision
                   shall be amended in such manner as the parties in good faith
                   agree which will, while not being void or unenforceable, most
                   nearly achieve the object of the allegedly void or
                   unenforceable provisions.

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      46.9  PERFORMANCE OF FURTHER ACTS REQUIRED BY LAW

            The Borrower and the Lender shall perform (or procure the
            performance of) all further acts and things, and execute and deliver
            (or procure the execution and delivery of) such further documents,
            as may be required by Law or as may be necessary or desirable to
            implement and/or give effect to the Finance Documents and the
            transactions contemplated thereby.

      46.10 GOVERNING LAW

            The Loan Agreements shall be governed by and interpreted according
            to the Laws of South Africa.

      46.11 JURISDICTION

            46.11.1 The parties irrevocably agree that the Witwatersrand Local
                    Division of the High Court of South Africa shall have
                    jurisdiction to hear and determine a suit, action or
                    proceeding, and to settle any disputes, which may arise out
                    of or in connection with any of the Finance Documents and
                    for such purposes hereby irrevocably submit to the
                    jurisdiction of such court.

            46.11.2 Nothing contained in this clause shall limit the right of
                    the Lender to take proceedings against the Borrower in any
                    other court of competent jurisdiction, nor shall the taking
                    of any such proceedings in one or more jurisdictions
                    preclude the taking of proceedings in any other
                    jurisdiction, whether concurrently or not (unless precluded
                    by applicable law).

      46.12 COUNTERPARTS AND PLACE OF CONCLUSION OF AGREEMENT

            46.12.1 The Finance Documents may be executed in several
                    counterparts each of which when read together, shall
                    constitute one and the same document. The Borrower shall
                    provide its counterparts to the Lender upon request.

            46.12.2 If any Finance Document is to be signed between the Lender
                    and the Borrower at different places, such Finance Document
                    will be concluded at the place where the party first signing
                    that Finance Document receives a copy of that Finance
                    Document bearing the signatures of both parties. Receipt of
                    such documents by any director of the party first signing
                    same, shall be sufficient for the purposes of this clause,
                    notwithstanding that the Finance Document may have been
                    signed by one or more directors of that party.

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            46.12.3 The provisions of clause 46.12.2 shall be binding on the
                    Borrower and the Lender, notwithstanding anything to the
                    contrary contained in clause 46.12.1, clause 46.16 (Notices)
                    and in any similar notice or domicilium clause in any other
                    Finance Document between the Borrower and the Lender.

      46.13 AMENDMENTS NOT EFFECTIVE UNLESS IN WRITING

            No addition to, variation of or agreed cancellation of the Finance
            Documents shall be of any force or effect unless in writing and
            signed by or on behalf of the parties and then such modification,
            waiver or cancellation or consent shall be effective only in the
            specific instance in respect of which it was expressed to be
            effective and only for the purpose and to the extent for which made
            or given.

      46.14 CONFIDENTIALITY

            46.14.1 Confidential Information

                  Each of the parties to the Finance Documents agrees, for
                  itself and its respective directors, officers, employees,
                  servants and agents, to keep confidential and not to disclose
                  to any Person (save as hereinafter provided) any confidential
                  or proprietary information (including, without limitation, the
                  Finance Documents and all related documents, computer records,
                  specifications, formulae, evaluations, methods, processes,
                  technical descriptions, reports and other data, records,
                  drawings and information and any information in respect of the
                  business operations or affairs of any party to the Finance
                  Documents) provided to or acquired by it pursuant to or
                  arising from the terms or performance of the Finance Documents
                  (including without limitation any such documents or
                  information supplied in the course of proceedings under the
                  disputes resolution procedure under any Finance Document or
                  during any negotiations of any Finance Document) (together the
                  "Confidential Information").

            46.14.2 Exceptions

                  Notwithstanding clause 46.14.1 above, any of the parties to
                  the Finance Documents, shall be entitled to disclose the whole
                  or any part of the Confidential Information:

                  46.14.2.1 to any assignee or transferee or any prospective
                            assignee or transferee or any other Person with whom
                            it may enter contractual obligations in relation to
                            funding or supporting its commitments under any
                            Finance Documents, any of its or their respective

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                            directors, officers, employees, servants,
                            subcontractors, agents, auditors or Lender's
                            Advisers to the extent necessary to enable it or
                            them to perform (or to cause to be performed) or to
                            enforce any of its or their rights or obligations
                            under the Finance Document and all related documents
                            or (as the case may be) to assess whether or not to
                            become the Lender provided that the recipient of
                            such information enters into a similar undertaking
                            to that contained in this clause 46.14; or

                  46.14.2.2 when required to do so by Law; or

                  46.14.2.3 to the extent that the Confidential Information has,
                            except as a result of breach of confidentiality,
                            become publicly available or generally known to the
                            public at the time of such disclosure; or

                  46.14.2.4 to the extent that the Confidential Information is
                            already lawfully in the possession of the recipient
                            or lawfully known to him prior to such disclosure;
                            or

                  46.14.2.5 to the extent that it has acquired the Confidential
                            Information from a third party who is not in breach
                            of any obligation as to confidentiality to the other
                            party; or

                  46.14.2.6 to the extent permitted by the Finance Documents, or
                            any related documents; or

                  46.14.2.7 to the extent that any of the parties wishes to use
                            any non-commercially sensitive Confidential
                            Information for the purposes of marketing and/or
                            promotion of its business activities.

            46.14.3 The determination of whether information is Confidential
                    Information shall not be affected by whether or not such
                    information is subject to, or protected by, common law or
                    statute related to copyright, patent, trademarks or
                    otherwise.

            46.14.4 Restrictions on disclosure and use of confidential
                    information

                  46.14.4.1 The parties to the Finance Document agree and
                            undertake:

                        46.14.4.1.1 Except as permitted by this clause, not to
                                    disclose or publish any Confidential
                                    Information in any manner, for any

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                                    reason or purpose whatsoever without the
                                    prior written consent of the other party,
                                    which consent may be withheld in the sole
                                    and absolute discretion of the other party
                                    and provided that in the event of the
                                    Confidential Information being proprie-tary
                                    to a third party, it shall also be incumbent
                                    upon the party wishing to disclose such
                                    information to obtain the consent of such
                                    third party;

                        46.14.4.1.2 Except as permitted by this clause, not to
                                    utilise, employ, exploit or in any other
                                    manner whatsoever use the Confidential
                                    Information for any purpose whatsoever
                                    without the prior written consent of the
                                    other party, which consent may be withheld
                                    in the sole and absolute discretion of the
                                    other party and provided that in the event
                                    of the Confidential Information being
                                    proprietary to a third party, it shall also
                                    be incumbent upon the party wishing to
                                    disclose such information to obtain the
                                    consent of such third party;

                        46.14.4.1.3 To restrict the dissemination of the
                                    Confidential Information to only those of
                                    the personnel who are actively involved in
                                    activities for which use of Confidential
                                    Information is authorised and then only on a
                                    "need to know" basis and the parties shall
                                    initiate, maintain and monitor internal
                                    security procedures reasonably acceptable to
                                    each other to prevent unauthorised
                                    disclosure by the personnel;

                        46.14.4.1.4 To take all practical steps, both before and
                                    after disclosure, to impress upon the
                                    personnel who are given access to
                                    Confidential Information the secret and
                                    confidential nature thereof.

            46.14.5 Title to confidential information

                  All Confidential Information disclosed by either party to the
                  other or, subject to 46.14.2.4 and 46.14.2.5, which otherwise

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                  comes to the knowledge of either party, is acknowledged by
                  that party:-

                  46.14.5.1 To be proprietary to the other party or where
                            applicable, the relevant third party proprietor; and

                  46.14.5.2 Not to confer any rights of whatsoever nature in
                            such Confidential Information on the other party.

            46.14.6 Standard of care

                  The parties shall protect the Confidential Information in the
                  manner, and with the endeavour of a reasonable person
                  protecting their own Confidential Information. In no event
                  will either party use less than reasonable efforts to protect
                  the confidentiality of the Confidential Information.

            46.14.7 Return of confidential information

                  46.14.7.1 Either party may at any time on written request to
                            the other party, require that party to immediately
                            return to the first mentioned party, any
                            Confidential Information and may, in addition,
                            require material containing, pertaining to or
                            relating to the Confidential Information and may
                            require that the other party furnish a written
                            statement to the effect that upon such return, it
                            has not retained in its possession or under its
                            control, either directly or indirectly, any such
                            Confidential Information or material.

                  46.14.7.2 Alternatively to clause 46.14.7.1, either party
                            shall, as and when required by the other party on
                            written request from the proprietor of the
                            Confidential Information, destroy all such
                            Confidential Information and material and furnish
                            the other party with a written statement to the
                            effect that same has been destroyed.

      46.15 REMEDIES

            46.15.1 Without prejudice to any other rights and remedies that an
                    aggrieved party would have, each of the parties agrees that,
                    where damages are not or would not be an adequate remedy for
                    any breach of the Finance Documents, the aggrieved party
                    shall be entitled to the remedies of interdict or specific
                    performance to the extent practical and suitable in the
                    relevant circumstances.

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            46.15.2 No party shall have any remedies against any other party
                    arising out of termination of the Finance Document save for
                    the remedies specified in this CTA.

      46.16 NOTICES

            46.16.1 Each party chooses as its address for purposes under the
                    Loan Agreements ("chosen address") of serving any court
                    process or documents, as follows, it being recorded that for
                    valid service on the Lender, a copy of any document served
                    must be served on both addresses mentioned below, with
                    service taking place on the later of such dates of service:-

                    THE LENDER           7th Floor
                                         Harbour Front Building,
                                         John Kennedy Street, Port
                                         Louis,
                                         Mauritius,

                                         With a copy to:-
                                         Resource Finance
                                         100 Grayston Drive
                                         Sandown
                                         Sandton

                                         South Africa
                                         Grosvenor House
                                         66/67 Athol Street
                                         Douglas

                    THE BORROWER         Isle of Man

            46.16.2 Each party chooses as its address for purposes under the
                    Loan Agreements ("chosen address"), of giving any notice, or
                    making any other communications of whatsoever nature and for
                    any purpose arising from the Finance Documents (other than
                    as stated in clause 46.16.2 and the aforegoing provisions of
                    this clause) ("notice"), as follows:-

                    THE LENDER        Resource Finance
                                      100 Grayston Drive
                                      Sandown
                                      Sandton

                                      South Africa

                    THE BORROWER      DRD Building


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COMMOM TERMS AGREEMENT                                            EXECUTION COPY

                                                          45 Empire Road
                                                          Parktown
                                                          Johannesburg

            46.16.3 Any notice required or permitted under this clause shall be
                    valid and effective only if in writing.

            46.16.4 Any party may by notice to the other parties change its
                    chosen address to another physical address and such change
                    shall take effect on the seventh day after the date of
                    receipt by the party who last receives the notice.

            46.16.5 Any notice to a party delivered by hand to a responsible
                    person during ordinary business hours at its chosen address,
                    shall be deemed to have been delivered and received on the
                    date of delivery.

            46.16.6 Notwithstanding anything to the contrary herein, a written
                    notice actually received by a party, including a notice sent
                    by telefax or email ("the first notice"), shall be an
                    adequate notice to it notwithstanding that it was not sent
                    or delivered to its chosen address or in the manner
                    envisaged in clause 46.16.5, provided that, within the next
                    three succeeding business days,

                  46.16.6.1 the Person to whom the notice was sent acknowledges
                            receipt of the first notice; or

                  46.16.6.2 a copy of the first notice is delivered to the
                            chosen address, accompanied by a notice giving the
                            following particulars:

                        46.16.2.2.1 where the first notice was sent by telefax
                                    or e-mail, the date and time of despatch and
                                    the telefax number or e-mail address to
                                    which it was sent; and

                        46.16.2.2.2 where the first notice was delivered in a
                                    manner other than by telefax or e-mail, the
                                    manner of delivery, the date on which it was
                                    delivered, the person by whom it was
                                    received and where it was received.

      46.17 MISCELLANEOUS

            46.17.1 Entire agreement

                                Page of 49 of 49
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                    The Finance Documents and all appendices thereto,
                    constitutes the sole record of the agreement between the
                    parties with regard to the subject matter hereof. No party
                    shall be bound by any express or implied term,
                    representation, warranty, promise or the like not recorded
                    in the Finance Documents.

            46.17.2 Failure, delay, relaxation, approvals

                  46.17.2.1 No failure, delay, relaxation or indulgence on the
                            part of any party in exercising any power, right or
                            remedy conferred on such party under the Finance
                            Documents or by common law shall operate as a waiver
                            of such power, right or remedy nor shall any single
                            or partial exercise of any such power, right or
                            remedy preclude any other or further exercises
                            thereof or the exercise of any other power, right or
                            remedy of such party.

                  46.17.2.2 An approval or consent given by a party under the
                            Finance Documents shall only be valid if in writing
                            and shall not relieve the other party from
                            responsibility for complying with the requirements
                            of the Finance Documents nor shall it be construed
                            as a waiver of any rights under the Finance
                            Documents except as and to the extent otherwise
                            expressly provided in such approval or consent, or
                            elsewhere in the Finance Documents.

            46.17.3 Performance or observance subsequent to termination or
                    expiration

                    Any provision of the Finance Documents which contemplates
                    performance or observance subsequent to any termination or
                    expiration of the Finance Documents shall survive any
                    termination or expiration of the Finance Documents and
                    continue in full force and effect.

            46.17.4 Successors, Transferees and Assigns

                    Any reference in the Finance Documents to the Lender (in any
                    capacity), the Borrower or any other Person shall be
                    construed so as to include their respective permitted
                    successors, transferees and assigns.

            46.17.5 The rule of interpretation that a written agreement shall be
                    interpreted against the party responsible for the drafting
                    or preparation of that agreement shall not apply.

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COMMOM TERMS AGREEMENT                                            EXECUTION COPY

            46.17.6 If any provision in a definition is a substantive provision
                    conferring rights or imposing obligations on any party,
                    notwithstanding that it is only in the definition clause,
                    effect shall be given to it as if it were a substantive
                    provision in the body of the agreement.

            46.17.7 The eiusdem generis rule shall not apply and accordingly,
                    whenever a provision is followed by the word "including" and
                    specific examples, such examples shall not be construed so
                    as to limit the ambit of the provision concerned.

            46.17.8 Where any term is defined within the context of any
                    particular clause in the Finance Documents, then, unless it
                    is clear from the clause in question that the term so
                    defined has limited application to the relevant clause, the
                    term so defined shall bear the meaning ascribed to it for
                    all purposes in terms of the Finance Documents,
                    notwithstanding that that term has not been defined in the
                    definition clause.

            46.17.9 Any reference in any Finance Document to a clause, an
                    Appendix, a Schedule is to a clause of, an Appendix to, a
                    Schedule to that Finance Document unless the context
                    requires otherwise.

            46.17.10 Approvals And Consents

                    An approval or consent given by a party under the Finance
                    Documents shall only be valid if in writing and shall not
                    relieve the other party from responsibility for complying
                    with the requirements of the Finance Documents nor shall it
                    be construed as a waiver of any rights under the Finance
                    Documents except as and to the extent otherwise expressly
                    provided in such approval or consent, or elsewhere in the
                    Finance Documents.

            46.17.11 Provision of Information

                    The Lender may validly act on all information, instructions
                    and requests provided to it by the Borrower, without any
                    liability or responsibility to verify or check the accuracy
                    of such information.

Signed at           on                                     2004 at _______ am/pm

                                 Page 51 of 51
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COMMOM TERMS AGREEMENT                                            EXECUTION COPY

INVESTEC BANK (MAURITIUS) LIMITED

                                 Page 52 of 52
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Signed at         on                                       2004 at _______ am/pm

/s/ M.M. Wellesley-Wood
-------------------------------------------
DRD (ISLE OF MAN) LIMITED

Signed by [    ] , a director,duly authorised for and on behalf of DRD (Isle of
Man) Limited.

As Witness: _______________________
            _______________________ (name)

Signed at         on                                       2004 at _______ am/pm

/s/ J. Cowleared
-----------------------------
DRD (ISLE OF MAN) LIMITED

Signed by [    ] , a director, duly authorised for and on behalf of DRD (Isle
of Man) Limited.

As Witness: _______________________
            _______________________  (name)

                                 Page 53 of 53
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APPENDIX 1                                                        EXECUTION COPY

                                   APPENDIX 1

            CONDITIONS PRECEDENT TO FINANCIAL CLOSING FOR FACILITY A

1.    CORPORATE DOCUMENTS AND AUTHORISATIONS

      The Lender shall have received a certificate in respect of -

      1.1   the Borrower, in the form set out in Appendix 7;

      1.2   each of the Secured Asset Entities as at the Signature Date in the
            form set out in Appendix 7 (and signed by the persons mentioned
            therein) or such other form as may be approved by the Lender;

      each of which certificates shall have been duly completed in all respects;
      and shall have attached to it (duly initialled by the signatories to the
      certificate) the documents referred to in the certificate, including the
      requisite Memorandum and Articles of Association (together with evidence
      that the same have been duly registered at the Office of the Registrar of
      Companies) or other founding documents and the board and other resolutions
      and/or relevant powers of attorney approving the Finance Documents to
      which the Borrower or counter party (as the case may be) is a party and
      all transactions contemplated thereby.

2.    FINANCE DOCUMENTS

      The Lender shall have received originals of each of the Finance Documents,
      duly executed by each of the parties thereto.

3.    OTHER DOCUMENTS

      3.1   The Lender shall have received copies, certified as true copies by
            an authorised officer of the Borrower, of all resolutions,
            instructions, and signature authorities relating to all Accounts.

      3.2   The Lender shall have received originals or certified copies of each
            of the following (duly executed by the parties thereto) and be
            satisfied with the terms contained in or form of:

            3.2.1 A copy of the latest annual report of Emperor Mines Limited;

            3.2.2 the share certificates in respect of all the shares (of any
                  type and nature) owned by the Borrower in DRD Porgera Limited
                  and in Tolukuma Gold Mines Limited as at Financial Closing for
                  Facility A;

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            3.2.3 Transfer forms (in number specified by the Borrower) signed by
                  the Borrower with the name of the transferee and the
                  consideration and date left blank, in respect of the current
                  shares of each of the companies listed in clause 2.58.1.1 to
                  2.58.1.3, both inclusive;

            3.2.4 Transfer forms (in number specified by the Borrower) signed by
                  the Borrower with the name of the transferee and the
                  consideration and date left blank, in respect of the future
                  shares of each of the companies listed in clause 2.58.1.1 to
                  2.58.1.3, both inclusive, such transfers to include those
                  mentioned in the Equitable Mortgage of Shares;

            3.2.5 A certificate from the Borrower acknowledging receipt of the
                  Finance Documents, in accordance with the provisions clause
                  46.12.2;

            3.2.6 Two original transfer forms, duly signed by the Borrower in
                  blank, in respect of all the shares in Emperor Mines Limited
                  held by the Borrower, such forms are entitled "Australian
                  Standard Transfer Form" and "SRA 15" respectively (and the
                  Lender is hereby authorised to sign and execute same if
                  needed);

            3.2.7 A written undertaking from ANZ Nominees Limited in favour of
                  Investec that it will comply with the Sponsorship Agreement,
                  in particular clause 5 thereof; and

            3.2.8 The original written instruction and direction by the Borrower
                  irrevocably instructing and directing Computershare Investor
                  Services Pty Limited not to deal or accept any instructions
                  from the Borrower (for the next 14 days after the Signature
                  Date of this CTA) in relation to its current shareholding in
                  Emperor Mines Limited without the prior written consent of the
                  Lender, save that such consent shall not be needed for any
                  steps taken to facilitate the transfer such shares in this
                  company onto the Chess Subregister pursuant to the Sponsorship
                  Agreement. .

4.      CONSENTS AND LICENCES

        The Lender shall have received copies, certified as true copies by an
        authorised officer of the Borrower, of each such Authorisation necessary
        and required at Financial Closing (in each case, if any):

        4.1   to render any of the Finance Documents legal, valid, binding and
              enforceable; and

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      4.2   to enable the parties thereto lawfully to enter into, perform and
            comply with their obligations under the Finance Documents.

5.    SECURITY MATTERS

      5.1   The Lender shall have received confirmation from its advisors that
            each of the Secured Asset Entities as at the Signature Date is a
            company validly and lawfully incorporated and existing in accordance
            with the company laws of Australia or Papua New Guinea, as the case
            may be.

      5.2   The Lender shall have been afforded all the Security, which shall be
            valid, binding and enforceable.

      5.3   The Lender shall have received confirmation from its advisors that
            all the Security Documents are duly executed and lodged for
            registration or for any other purpose with the relevant authority
            where required.

6.    ACCOUNTS

      The Lender shall have received evidence satisfactory to it that all
      Accounts have been opened with the Account Banks in accordance with this
      CTA.

7.    FINANCIAL STATEMENTS

      The Lender shall have received and be satisfied with the:-

      7.1   financial statements and balance sheet of the Borrower -

            7.1.1 as at 30 June 2003 and audited by its Auditors; and

            7.1.2 as at 30 June 2004, unaudited;

      7.2   the most recent audited financial statements and balance sheet of
            each of the Secured Asset Entities.

8.    STAMP DUTY

      The Lender shall have received satisfactory evidence that all stamp duty
      and notarial and registration fees payable in respect of the Finance
      Documents and all related documents have been paid.

9.    LEGAL OPINIONS

      The Lender shall have received and is satisfied with legal opinion from
      its advisors (including but not limited to those in South Africa, the Isle
      of Man, England, Australia and Papua New Guinea, all of whom have been
      briefed with the knowledge and consent of the Borrower) relating, inter
      alia, to the:-

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      9.1   due execution by the Borrower and the Shareholder of the Finance
            Documents to which they are a party and the enforceability of their
            obligations thereunder against such parties; and

      9.2   due execution by the parties to the Subordination Agreement, other
            than the Borrower and the Shareholder, of that agreement and the
            enforceability of their obligations thereunder against such parties.

10.   REPRESENTATIONS AND WARRANTIES

      The warranties given by the Borrower in clause 28 above of this CTA shall
      be correct in all material respects and the Lender shall have received a
      certificate of an authorised officer of the Borrower to such effect.

11.   NO DEFAULT

      The Lender is satisfied that no Event of Default or Potential Event of
      Default shall have occurred which has not been waived or remedied.

12.   IRREVOCABLE PAYMENT INSTRUCTION BY EMPEROR

      12.1  At the Signature Date of this CTA, the Borrower envisages that it
            may not be able to obtain an Irrevocable Payment Instructions from
            Emperor Mines Limited by the envisaged Financial Closing for
            Facility A, notwithstanding that it shall use all reasonable
            measures available to it to procure same.

      12.2  Should such Irrevocable Payment Instructions not be available by the
            date as envisaged in clause 12.1, then in addition to its rights
            mentioned in clause 13.4 of this CTA, the Lender may provide the
            Borrower with the notice mentioned in clause 13.2 of this CTA, but
            in addition the Lender may by notice impose a obligation on the
            Borrower to obtain such consent within 21 days of such notice, and
            such obligation shall be binding on the Borrower as a term of this
            CTA.

                                 Page 57 of 57
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APPENDIX 2                                                        EXECUTION COPY

                                   APPENDIX 2

                              REPEATING WARRANTIES

1.    STATUS AND DUE AUTHORISATION

      The Borrower is a limited liability company duly incorporated and validly
      existing under the company Laws of the Isle of Man with power to enter
      into the Finance Documents to which it is a party and to exercise its
      rights and perform its obligations thereunder and all corporate and other
      action required to authorise its execution thereof and its performance of
      its obligations thereunder has been duly taken. Neither the Borrower nor,
      to the best of the Borrower's knowledge after reasonable inquiry, any of
      its Shareholders or directors are in breach of its Memorandum or Articles
      of Association.

2.    NO DEDUCTIONS OR WITHHOLDING

      The Borrower is not required by any Law to make any deduction or
      withholding from any payment it may make under these Finance Documents to
      which it is a party save as expressly disclosed in writing to the Lender
      by the Borrower with express reference to this warranty.

3.    SECURITY

      Under the Law of the United Kingdom, Australia, Papua New Guinea and any
      other state in which the Secured Assets are found or situated, the
      security interests that it has purported to grant under the Security
      Documents to which it is a party constitute valid, first-ranking security
      interests in the relevant assets or revenues.

4.    BINDING OBLIGATIONS

      4.1   The obligations expressed to be assumed by each party in each of the
            Finance Documents are legal, valid and binding obligations
            enforceable against such party in accordance with the terms thereof
            and the rights of the Borrower thereunder are legal, valid and
            enforceable rights.

      4.2   Further, the Borrower's obligations under the Finance Documents are
            its unconditional and unsubordinated obligations and rank at least
            parri passu with all other of its unsubordinated indebtedness.

5.    VALIDITY OF EXECUTION OF FINANCE DOCUMENTS

      The Borrower's execution of the Finance Documents to which it is a party
      and its exercise of its rights and performance of its obligations
      thereunder do not and will not contravene or constitute a default under:

                                 Page 58 of 75
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      5.1   any agreement, mortgage, bond or other instrument or treaty to which
            it is a party or which is binding upon it or any of its assets or
            revenues;

      5.2   its constitutive documents and rules and regulations and drawing the
            full amount available under the Finance Documents will not breach
            any limitation on borrowing imposed on it or its directors; or

      5.3   any Law binding on it or any of its assets or revenues.

6.    ENCUMBRANCES

      The Borrower has not created or permitted to subsist any Encumbrance on
      the whole or any part of its assets or revenues (including but not limited
      to an Encumbrance on the Secured Assets) other than those disclosed in
      writing to the Borrower prior to Financial Closing.

7.    NO OTHER ACTIVITIES

      After Financial Closing, the Borrower has not engaged in any new trade,
      business or activity, entered into any contract, made any investment or
      acquired any asset or incurred any liability whether contingent or
      otherwise except as contemplated in or incidental to the Finance
      Documents.

8.    SHAREHOLDINGS

      8.1   The Borrower is a wholly owned subsidiary of the Shareholder.

      8.2   All of the issued share capital of the Borrower is fully paid.

      8.3   Other than in terms of the Finance Documents, no Person has any
            rights to participate in its profits or to call for the issue by it
            of any of its share capital and no contract or arrangements,
            conditional or unconditional, exist whereby any Person may acquire
            or exercise any such right other than in accordance with the Finance
            Documents.

      9.    OWNERSHIP OF ASSETS

            9.1   The Borrower has good and marketable title to all of its
                  assets including the Secured Assets.

            9.2   The Borrower has no ownership, legal, beneficial or otherwise
                  (except as regards immovable property on long lease), in any
                  immovable property which it has not notified to the Lender
                  pursuant to clause 3 of Appendix 5 below.

            9.3   The Borrower owns at least the following shares in the
                  following companies:-

                                 Page 59 of 59
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                  9.3.1 45,33% of the entire issued share capital of Emperor
                        Mines Limited, as more fully described in clause
                        2.58.1.1, whether such issued shares are in the form of
                        ordinary or preference shares or in any other form;

                  9.3.2 100% of all the issued share capital of DRD (Porgera)
                        Limited, as more fully described in clause 2.58.1.2,
                        whether such issued shares are in the form of ordinary
                        or preference shares or in any other form;

                  9.3.3 100% of the share capital of Tolukuma Gold Mines
                        Limited, as more fully described in clause 2.58.1.3
                        whether such issued shares are in the form of ordinary
                        or preference shares or in any other form.

10.   NO SURETYSHIPS

      Save as provided in the Finance Documents, the Borrower is not liable
      contractually, whether contingently or otherwise and whether as surety,
      co-principal debtor, guarantor or indemnitor, for the liabilities of any
      third party.

11.   NO ROYALTIES

      The Borrower is not -

      11.1  under any obligation to pay any royalties, license fees, any
            profit-sharing or royalty agreement or other similar arrangement
            whereby its income or profits are, or might be, shared with any
            other Person or

      11.2  party to any management contract or similar arrangement whereby its
            business or operations are managed by any other Person.

12.   AUTHORISATIONS

      12.1  All Authorisations required to have been done, fulfilled, obtained
            and performed by the date this warranty is given by Law, in order:

            12.1.1 to enable the Borrower lawfully to enter into and perform
                   with the obligations expressed to be assumed by it in the
                   Finance Documents;

            12.1.2 to ensure that the obligations expressed to be assumed by the
                   Borrower in the Finance Documents are legal, valid, binding
                   and enforceable against it in accordance with the terms
                   thereof; and

            12.1.3 to enable the Borrower lawfully to exercise all its rights
                   under the Finance Documents,

                                 Page 60 of 60
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            have been done, fulfilled, obtained and performed and are or, will
            be done, fulfilled, obtained and performed by the relevant time and
            no steps have been taken to revoke or cancel or limit the scope of
            any such Authorisation or which would have the effect of revoking or
            cancelling or limiting the scope of any such Authorisation. The
            Borrower is in compliance with all conditions of such
            Authorisations.

      12.2  The Borrower is not in breach of any of the provisions of any Law
            relating to the conduct of its business and activities.

13.   NO DEFAULTS

      13.1  No event has occurred which constitutes, or which (with the giving
            of notice and/or the lapse of time and/or the fulfilment of any
            applicable requirement) would constitute, a contravention, or breach
            of, or event of default under, any Finance Document or any other
            agreement to which it is a party or which is binding on it or any of
            its assets or revenues or its constitutive documents, rules and
            regulations.

      13.2  No Event of Default or Potential Event of Default has occurred by
            virtue of it performing its obligations under the Finance Documents.

14.   FULL COMPLIANCE

      The Borrower is in compliance in all respects with all the provisions of
      the Finance Documents.

15.   NO PROCEEDINGS

      No action, litigation or administrative proceeding ("proceedings"), of or
      before any court or tribunal by or against the Borrower has been started
      or threatened and it has notified the Lender of all disputes in which it
      is involved.

16.   ENVIRONMENTAL MATTERS

      16.1  The Borrower and each Secured Asset Entity is in full compliance
            with all Environmental Laws and all Environmental Approvals are in
            full force and effect. There are no acts, omissions, events, state
            of facts or circumstances of which Borrower or each Secured Asset is
            aware, after reasonable inquiry, which may be expected to prevent
            any of them being in full compliance with any Environmental Laws.

      16.2  Neither the Borrower nor any of the Secured Asset Entities have any
            notice of any complaints, demands, civil claims or enforcement
            proceedings or of any action required by any regulatory authority
            and, there are no investigations pending or threatened in relation
            to the failure by the Borrower or any of the Secured Assets to
            obtain any Environmental Approval or to comply with any
            Environmental Laws.

                                 Page 61 of 61
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17.   TAX

      17.1  All tax returns and reports required by Law to be filed by the
            Borrower have been duly filed and all tax assessments, fees, levies,
            duties and other governmental or official charges upon it, or its
            properties or its income or assets, which are due and payable, have
            been paid without penalty or interest.

      17.2  The Borrower has made and there are in place all necessary
            arrangements which are permitted by Law and in accordance with GAAP,
            for it to obtain, as early as is practicable, the benefit of all
            available tax reliefs and/or repayments

                                 Page 62 of 62
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APPENDIX 3                                                       EXECUTION COPY

                                   APPENDIX 3

                             INFORMATION WARRANTIES

1.    ANNUAL FINANCIAL STATEMENTS

      The Borrower's annual financial statements delivered to the Lender
      pursuant to clause 1 of Appendix 4 below fairly present, in all material
      respects, its financial position and the result of its operations at the
      end of the applicable Financial Year.

2.    BALANCE SHEETS

      2.1   The balance sheets of the Borrower and of the Secured Assets
            referred to in paragraph 7 of Appendix 1 hereto was prepared in
            accordance with GAAP and (in conjunction with the notes thereto)
            fairly presents its financial position and the result of its
            operations at the end of the applicable Financial Year. The Borrower
            has no significant liabilities (contingent or otherwise) or any
            losses which are not disclosed by, or provided for in, such balance
            sheet.

      2.2   Except as has been disclosed by the Borrower, prior to Financial
            Closing, to and accepted by the Lender as being immaterial, there
            has been no adverse change in the business or financial condition of
            the Borrower and the Secured Assets since the date as of which such
            balance sheet was prepared, and since then the Borrower has not
            incurred any obligations other than in terms of the Finance
            Documents, which, if such had occurred prior to the date as of which
            such balance sheet was prepared, could adversely affect or have
            affected the decision of a Person considering whether to enter into,
            or who did enter into, any of the Finance Documents.

3.    BUDGETS

      Budgets and draft budgets prepared by the Borrower from time to time will
      reflect all costs which the Borrower, after careful consideration and
      enquiry of information available to it at the time, reasonably expects
      itself, or the entity which is the subject of the budget, to incur in the
      period to which that budget relates.

4.    OTHER PROVISIONS RELATING TO FINANCIAL STATEMENTS

      4.1   The Borrower's annual financial statements delivered to the Lender
            pursuant to clause 1.1 of Appendix 4 will include an unqualified
            opinion of its auditors in accordance with South African Auditing
            Standard number 700 (as may be amended or replaced from time to
            time).

                                 Page 63 of 75
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APPENDIX 3                                                       EXECUTION COPY

      4.2   The Borrower's financial statements delivered to the Lender pursuant
            to clause 1.2 of Appendix 4 below fairly present, in all material
            respects, its financial position and the result of its operations as
            to the date to which they were drawn up.

      4.3   After reasonable enquiry, the financial statements delivered to the
            Lender pursuant to clause 2 of Appendix 4 below fairly present, in
            all material respects, the financial position and the result of the
            operations of the Secured Asset to which those financial statements
            relate, as to the date to which they were drawn up.

5.    DISCLOSURE OF INFORMATION

      After reasonable enquiry all information supplied by or on behalf of the
      Borrower to the Lender was true in all material respects as at the date
      that it was supplied and the Borrower has not failed to disclose to the
      Lender any material information known to it relating to the Borrower and
      the Secured Assets.

                                 Page 64 of 64
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APPENDIX 4                                                        EXECUTION COPY

                                   APPENDIX 4

                            INFORMATION UNDERTAKINGS

1.    BORROWER'S FINANCIAL STATEMENTS

      The Borrower shall, as soon as the same become available, but in any event
      -

      1.1   within 90 business days after the end of each of its Financial
            Years, deliver to the Lender its financial statements for such
            Financial Year;

      1.2   within 45 business days after the end of each quarter of each of its
            Financial Years, deliver to the Lender its un-audited financial
            statements for such period including cumulative year to date
            amounts, which financial statements shall:-

            1.2.1 show its income statement, balance sheet and cashflow
                  statements for such period, and

            1.2.2 accurately reflect the financial and operating results of the
                  Borrower's Stake in each of the Secured Assets.

2.    FINANCIAL STATEMENTS OF THE SECURED ASSETS

      The Borrower shall deliver to the Lender the financial statements of each
      Secured Asset Entity for each Financial Year, as soon as the same become
      available, but in any event the Borrower shall use it best endeavours to
      procure that such financial statements are delivered to the Lender within
      90 business days after the end of each of the Financial Years of each
      Secured Asset Entity.

3.    GENERAL REPORTING

      3.1   The Borrower shall provide the Lender and/or the Lender's Advisers
            with such financial and other information as the Lender or the
            Lender's Advisers may from time to time require, such information to
            include but not to be limited information regarding the financial
            condition, business and operations of the Borrower and the Secured
            Assets Entities as the Lender may reasonably request.

      3.2   Without limiting clause 3.1 in any way, if the Lender believes that
            there is or may be an Event of Default or Potential Event of
            Default, the Lender may appoint a person to investigate this. The
            Borrower agrees to co-operate with the person and to comply with
            every reasonable request they make. If there was an Event of Default
            or Potential Event of Default, the Borrower agrees to the Lender all
            costs in connection with the investigation.

                                 Page 65 of 75
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APPENDIX 4                                                        EXECUTION COPY

      3.3   The Borrower grants to the Lender and any of its nominated
            representatives the right to review all books and records (including
            computer records) held by third parties and which relate to the
            Borrower, the Secured Asset Entities and to any Finance Document and
            to which books and records the Borrower is entitled to have access
            to. The Borrower instructs and authorises such third parties to
            provide the Lender and any of its nominated representatives
            reasonable access to review such books and records held by the third
            party and any such information as the Lender may, at any time and
            from time to time, request. The Borrower waives any right of
            confidentiality which may exist to the extent necessary to allow
            disclosure of such books, records and information to the Lender and
            its nominated representatives, provided that the nominated
            representatives enter into a confidentiality undertaking in favour
            of the Borrower in accordance with the terms set out clause 46.14
            above.

4.    BANK STATEMENTS RELATING TO ACCOUNTS

      The Borrower shall provide the Lender, on a quarterly basis, with an
      extract of the cash books for all Accounts and the Borrower shall confirm
      that such cash books are reconciled to the Account Banks' statements.

5.    SHAREHOLDINGS

      The Borrower shall notify the Lender promptly upon becoming aware of any
      introduction of proposed new Shareholders or change or proposed change in
      the percentages of the shareholdings in the Borrower as set out in clause
      8 of Appendix 2 above or as most recently notified to the Lender in
      accordance with this clause 5 (as appropriate). For the avoidance of
      doubt, it is recorded that such notice shall not constitute consent by the
      Borrower to such change.

6.    PROPOSED AMENDMENTS AND LIKE MATTERS

      The Borrower shall promptly deliver to the Lender copies of all such
      proposed amendments, variations, modifications or waivers and proposals to
      cancel, suspend, terminate or revoke any of the terms or conditions of any
      of the Finance Documents of which it is aware where the Lender is not a
      party to such amendments, variations, modifications, waivers,
      cancellations, suspensions, terminations or revocation.

7.    NOTIFICATION OF INTENDED CLAIMS BY THE BORROWER

      7.1   The Borrower shall promptly notify the Lender if it believes it has
            a claim against any party to a Finance Document and shall provide
            the Lender with such further details as the Lender may require.

      7.2   In addition, the Borrower shall notify the Lender if the Borrower
            wishes to -

                                  Page 66 of 66
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            7.2.1 commence any litigation or dispute resolution procedure
                  against any other Person and shall state its estimate costs it
                  will incur in so doing;

            7.2.2 settle any litigation or (any dispute referred to any other
                  dispute resolution procedure) commenced by any other Person
                  and shall state the amount it wishes to pay in settlement;

            7.2.3 settle any claim for penalties or liquidated damages or other
                  damages or compensation;

            7.2.4 make any claim of more than USD 500 000,00 under any insurance
                  policy or the like taken out by the Borrower in respect of the
                  Secured Asset Entities; and/or

            7.2.5 settle any insurance claim where the amount originally claimed
                  is more than USD 500 000,00.

8.    NOTIFICATION OF CERTAIN IMPORTANT EVENTS

      8.1   The Borrower shall, within 10 business days after the occurrence
            thereof deliver a report to the Lender detailing any occurrence of -

            8.1.1 any fact or information which the Borrower considers in good
                  faith may adversely affect its ability to perform any of its
                  obligations under the Finance Documents;

            8.1.2 any action, litigation or administrative proceeding of or
                  before any court or tribunal involving a claim of more than
                  USD 500,000,00 instituted against the Borrower or its assets
                  or revenues;

            8.1.3 any breach of, or disputes under, any of the terms of any
                  documents relating to the acquisition of any Target or
                  relating to the Target itself;

            8.1.4 any Event of Default or Potential Event of Default.

      8.2   Upon receipt of a request to that effect from the Lender, confirm
            that, save as previously notified or as notified in such report, so
            far as it is aware after reasonable inquiry, no Event of Default or
            Potential Event of Default has occurred.

9.    NOTIFICATION OF ADDITIONAL ASSETS

      The Borrower shall notify the Lender promptly of:-

      9.1   its acquisition of any additional material assets; and

                                 Page 67 of 67
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      9.2   any material agreements to be entered into by it.

10.   PROPOSAL FOR REMEDYING POTENTIAL EVENT OF DEFAULT

      If the Lender is of the opinion that a Potential Event of Default has in
      fact occurred or will or could probably occur, the Lender shall notify the
      Borrower accordingly and the Borrower shall, if it does not intend to or
      cannot remedy the Potential Event of Default within 3 business days,
      provide the Lender, within the 3 business days, with a written proposal as
      to whether the event or events constitute a Potential Event of Default or
      not and/or what steps it proposes to take or has taken to prevent or
      remedy it or prevent such Potential Event of Default becoming an Event of
      Default.

11.   INSURANCES

      The Borrower shall at least annually and on the occurrence of any
      significant amendment to the terms thereof, provide the Lender with
      summary details of the insurance covers available to the Borrower in
      respect of its Stake in the Secured Assets.

12.   BUDGETS

      The Borrower shall deliver to the Lender, not later than 20 business days
      before the beginning of each of its financial years, a budget in respect
      of the Borrower and each of the Secured Asset, detailing as a minimum, the
      detailed cash flow projections and assumptions used for the forthcoming
      period of three years in respect of the Borrower's Stake in each of the
      Secured Asset Entities.

                                  Page 68 of 68
<PAGE>

APPENDIX 5                                                        EXECUTION COPY

                                   APPENDIX 5

                              POSITIVE UNDERTAKINGS

1.    HEDGING

      The Borrower shall implement and comply with such Hedging Arrangements as
      the Lender may reasonably require from time to time.

2.    FUNDING OF THE DEBT SERVICE ACCOUNT

      The Borrower shall ensure and procure that from Financing Closing until
      the Facilities Discharge Date the Debt Service Account is funded to the
      amount of the Debt Service Account Required Balance.

3.    ADDITIONAL SECURITY

      The Borrower shall, at its cost:

      3.1   notify the Lender in advance that ownership of any assets (including
            but not limited to any new Stakes in Targets) will pass to the
            Borrower, which assets could be used by the Borrower as security for
            the Lender's obligations under the Finance Documents;

      3.2   ensure that such assets are made available to the Lender as security
            before anyone else, provided that the Lender shall inform the
            Borrower within a reasonable time of its decision as to whether it
            wishes to use such assets as security;

      3.3   do all such things and sign all such documents as the Lender may
            require in order for the Lender to be granted an Encumbrance, of a
            type determined by the Lender, over the Borrower's right, title and
            interest in and to any new Stakes in Targets;

      3.4   if so requested by the Lender obtain Irrevocable Payment
            Instructions from Targets in which it has acquired a new Stake or
            from any Secured Asset Entities;

      3.5   if so requested by the Lender and as a result of any change in Law
            or if a new asset has been acquired over which the Lender wishes to
            take security, at the Borrower's cost and in form and substance
            satisfactory to the Lender, procure for the Lender a legal opinion
            in respect of the validity of any such Encumbrance; and

      3.6   subject to the Law, at the request of the Lender, do all such things
            and take all such steps as may be necessary for maintaining in full
            force and effect the Security.

                                 Page 69 of 75
<PAGE>

APPENDIX 5                                                        EXECUTION COPY

4.    COMPLIANCE WITH THE LAW

      The Borrower shall comply with the Law in the performance of its
      obligations under Finance Documents to which it is a party.

      The Borrower shall pay all Taxes due from it or against its assets and the
      Borrower shall timeously file all tax returns required to be filed by it.

5.    MAINTENANCE OF INCORPOREAL, INTELLECTUAL PROPERTY AND OTHER RIGHTS

      The Borrower shall comply with the terms of and do all that is necessary
      to maintain in full force and effect all rights necessary for the conduct
      of its business at the time that such rights are required in respect of
      the conduct of its business including, without limitation, any
      intellectual property rights and the Borrower shall ensure that the
      trading methods and style used by it including any patents, designs, trade
      marks and the like applied in connection with its business or services do
      not constitute an infringement of the rights of any other Person.

6.    INSURANCES

      The Borrower shall ensure that adequate insurance are provided (either by
      itself or by the entities managing the Secured Assets) in respect of the
      Borrower's interests in the Secured Assets.

7.    ACCOUNTING

      The Borrower shall:

      7.1   maintain accounting, management information, financial modelling and
            cost control systems in accordance with good industry practice; and

      7.2   procure that such systems and its statutory books, books of account
            and other records together are adequate to reflect truly and fairly
            its financial condition, the results of its operations and to
            provide the reports required to be delivered pursuant to this CTA;
            and

      7.3   should the Lender have any queries relating to the Borrower's
            financial statements or accounting records or any certificate given
            by the Auditors in relation thereto, at the request of the Lender,
            procure that the Auditors (whose fees and expenses shall be for the
            Borrower's account) respond directly to those queries to the Lender
            (or any representative(s) nominated by it).

8.    PROTECTION OF RIGHTS IN FINANCE DOCUMENTS

                                 Page 70 of 70
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APPENDIX 5                                                        EXECUTION COPY

      The Borrower shall promptly take all such appropriate action to protect,
      preserve and maintain its rights, title and interest in, and to the
      Finance Documents to which it is a party.

9.    ACCESS

      The Borrower shall, upon the request of the Lender with prior notice,
      permit representatives of the Lender, including, without limitation, the
      Lender's Advisers, during normal office hours, to

      9.1   visit and inspect any of the premises where the Borrower's business
            is conducted; and

      9.2   have access to (and copies of) the Borrower's books of accounts and
            records.

10.   CO-OPERATION WITH LENDER'S ADVISERS

      The Borrower shall take all reasonable steps to co-operate with the
      Lender's Advisers and to respond to the Lender's Advisers reasonable
      requests.

                                  Page 71 of 71
<PAGE>

APPENDIX 6                                                        EXECUTION COPY

                                   APPENDIX 6

                              NEGATIVE UNDERTAKINGS

1.    ISSUES OF SHARES

      The Borrower shall not:

      1.1   issue any further Shares (other than as permitted by the Finance
            Documents (including as contemplated by this clause 1.1));

      1.2   buy-back, record the transfer, purchase, cancel or redeem any
            Shares;

      1.3   alter any rights in existence at the date hereof attaching to the
            Shares;

      1.4   alter nor agree to alter any terms of any loans by the Shareholder
            or any of its affiliated companies, including the subordination
            thereof in favour of the Lender.

      An affiliated company in relation to the Shareholder means any:-

      a)    subsidiary or holding company of that Shareholder; or

      b)    a subsidiary of that Shareholder's holding company;

      c)    any company that, indirectly or directly Controls that Shareholder,
            or any company that directly or indirectly is Controlled by that
            Shareholder.

      "Control" in relation to a company means:

      i)    having the beneficial ownership of more than 50% of the voting
            shares of that company; or

      ii)   the right, directly or indirectly, to exercise more than half the
            voting rights in respect of the issued shares of that company; or

      iii)  the power to appoint, and remove, the majority of the board of
            directors of that company; or

      iv)   the power, through appointees to the board of directors of that
            company, to exercise more than 50% of the votes exercisable by
            directors of that company.

      and "Controlled" has a corresponding meaning;

2.    DISPOSAL

                                 Page 72 of 75
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APPENDIX 6                                                        EXECUTION COPY

      The Borrower shall not sell, lease, licence, transfer, cede, lend or
      otherwise dispose of, or cease to exercise direct control of, or create
      any Encumbrance in respect of, by one or more transactions or series of
      transactions (whether related or not), the whole or any part of the
      Secured Assets.

3.    INDEBTEDNESS

      The Borrower shall not incur, assume, or permit to exist any Indebtedness
      except for Indebtedness which is contractually subordinated to the Lender.

4.    MAINTENANCE OF STATUS

      The Borrower shall not undertake or permit any merger, consolidation or
      change the jurisdiction of its incorporation.

5.    NO LITIGATION

      The Lender shall have received written confirmation from the Borrower that
      no action, litigation or administrative proceedings are pending or
      threatened against the Borrower, which is reasonably likely to have a
      Material Adverse Effect on the Borrower.

6.    BUSINESS

      The Borrower shall not cease, or threaten to cease, to carry on all or any
      substantial part of its business as at Financial Closing.

7.    LOANS, GUARANTEES AND SURETYSHIPS

      The Borrower shall not make any loan or give any suretyship, guarantee,
      indemnity or other assurance against financial loss in respect of the
      indebtedness of another Person or provide any other form of credit or make
      any deposit with any Person (each such transaction a "credit") except for:

      7.1   credit required to be provided under or permitted by the Finance
            Documents to which it is a party;

      7.2   credit provided, in the ordinary course of carrying on its business
            and on normal trade terms, to suppliers and customers; or

      7.3   deposits made in the Accounts in accordance with the Finance
            Documents.

8.    IMMUNITY

      The Borrower shall not in any proceedings in relation to any of the
      Finance Documents to which it is a party, claim for itself or any of its
      assets or revenues, immunity from suit, execution, attachment or other
      legal process.

9.    SURRENDER OF TAX RELIEF

                                 Page 73 of 73
<PAGE>

APPENDIX 6                                                        EXECUTION COPY

      The Borrower shall not agree to surrender or dispose of, nor surrender nor
      dispose of, to any third party, any credit, losses, allowances,
      concessions, discharges, or other relief or right of repayment available
      to it in respect of Taxes.

                                 Page 74 of 74
<PAGE>

APPENDIX 7                                                        EXECUTION COPY

                                   APPENDIX 7

                             FORMALITIES CERTIFICATE

To: [The Lender]

We [ ______ ] and [ ______ ] being respectively a director and secretary of
[_______________________] ("the Company") being duly authorised by the Company
to deliver this certificate hereby make the certifications contained in this
Appendix 7 to the Common Terms Agreement dated [________].

Terms not otherwise defined herein shall have the meanings ascribed to them in
that Common Terms Agreement.

1.    COMPANY DOCUMENTS

      Attached hereto marked "A", "B", "C" and "D" respectively, are true,
      complete and current copies of:

      1.1   the Certificate of Incorporation of the Company;

      1.2   all Certificates of Incorporation on Change of Name of the Company
            (if any); and

      1.3   the Memorandum and Articles of Association of the Company.

2.    BOARD RESOLUTIONS

      Attached hereto marked "E" is a true copy of the minutes of a Meeting of
      the Board of Directors of the Company duly convened and held, during which
      a quorum was present throughout, recording resolutions passed at such
      meeting (which resolutions are in full force and effect and have not been
      rescinded or varied and which resolutions are in a form previously
      approved by your legal advisers) and which approve the execution and
      performance by the Company of the Finance Documents to which it is a party
      and all transactions contemplated thereby.

3.    AUTHORISED SIGNATORIES

      The following signatures are the specimen signatures of the persons
      authorised by resolution of the board of directors of the Company to
      execute the Finance Documents to which it is a party and all other
      documents and notices required in connection therewith:

                                 Page 75 of 75
<PAGE>

APPENDIX 7                                                        EXECUTION COPY

          NAME                      POSITION                      SIGNATURE

4.    NO BREACH

      We have examined the terms of all loan agreements and similar borrowing
      instruments together with our memorandum and articles of association and
      all other relevant instruments and agreements to which the Company is a
      party ("Relevant Documents") and we can confirm to you that the drawing by
      the Company of all sums capable of being drawn under this Common Terms
      Agreement and the Facility Agreements ("the Maximum Drawings") will not
      infringe the terms of the relevant documents and that the borrowing of the
      Maximum Drawings when aggregated with any other Financial Indebtedness of
      the Company.

      4.1   Will be within the corporate powers of the Company; and

      4.2   Does not or will not cause any limit or restriction on any of the
            powers of the Company to be exceeded (whether contained in any
            relevant documents or otherwise) or the right or ability of the
            directors of the Company to exercise such powers

5.    NO EVENTS OF DEFAULT

      We have carefully studied the provisions of the Finance Documents
      (including section 7 of the Common Terms Agreement) and, having made all
      due enquiries, can confirm to you that as at the date of this Certificate
      no Event of Default or Potential Event of Default has occurred or is
      continuing and the Company is in full compliance with its obligations
      under each of the Finance Documents to which it is a party.

Signed      ______________________

DIRECTOR

Date:

Signed      ______________________

SECRETARY

Date:

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