<PAGE>

                                                            BLAKE DAWSON WALDRON
                                                                  LAWYERS

                               MANAGEMENT SERVICES
                             AGREEMENT (AUSTRALIA)

                      LIHIR SERVICES AUSTRALIA PTY LIMITED
                                 ACN 116 067 611

                               LIHIR GOLD LIMITED
                                ARBN 069 803 998

                  Level 36, Grosvenor Place
                          225 George Street
                            Sydney NSW 2000
                  Telephone: (02) 9258 6000               MAY 2006
                        Fax: (02) 9258 6999         REF: DCF 02 1391 8699

                                   (C) BLAKE DAWSON WALDRON 2006

<PAGE>

                                    CONTENTS
<TABLE>
<S>                                                                             <C>
1.  INTERPRETATION                                                              1

    1.1       Definitions                                                       1
    1.2       Rules for interpreting this document                              3

2.  SERVICES AND TERM                                                           4

    2.1       Manager to provide the services                                   4
    2.2       Term                                                              4
    2.3       Performance by Manager group                                      4

3.  HOW SERVICES ARE TO BE PROVIDED                                             4

    3.1       Additional services                                               4
    3.2       Place, time, manner and availability                              5
    3.3       Company's directions                                              5
    3.4       Personnel                                                         5
    3.5       Access                                                            5
    3.6       Standard of performance                                           5

4.  MANAGER'S STATUS                                                            5

    4.1       Independent contractor                                            5
    4.2       Authority to incur obligations                                    5
    4.3       Responsibility for employee benefits                              6

5.  CHARGES AND PAYMENT                                                         6

    5.1       Charges                                                           6
    5.2       Invoicing                                                         6
    5.3       Payment                                                           6
    5.4       Disputed Invoices                                                 6

6.  GST                                                                         7

    6.1       GST payable in addition to payment                                7
    6.2       Invoice                                                           7
    6.3       Adjustments                                                       7

7.  LIABILITIES AND INDEMNITIES                                                 8

    7.1       Disclaimer of implied warranties                                  8
    7.2       Implied warranties and conditions                                 8
    7.3       No liability for consequential loss                               8
    7.4       Release from and indemnity against Claims                         8

8.  TERMINATION                                                                 9
</TABLE>

<PAGE>

<TABLE>
<S>                                                                            <C>
    8.1       Termination by agreement                                          9
    8.2       Termination by the Manager                                        9
    8.3       Termination by the Company                                        9
    8.4       Termination by either Party                                       9
    8.5       Claims, rights and obligations                                    9

9.  CONFIDENTIALITY                                                            10

    9.1       Confidential Information                                         10
    9.2       Return of Confidential Information                               10
    9.3       Terms of this document                                           10
    9.4       Exceptions                                                       10

10. FORCE MAJEURE                                                              10

    10.1      Notice and suspension of obligations                             10
    10.2      Effort to overcome                                               11
    10.3      Alternative supply                                               11
    10.4      Termination                                                      11

11. NOTICES                                                                    11

12. AMENDMENT AND ASSIGNMENT                                                   11

    12.1      Amendment                                                        l1
    12.2      Assignment                                                       12

13. GENERAL                                                                    12

    13.1      Governing law                                                    12
    13.2      Liability for expenses                                           12
    13.3      Giving effect to this document                                   12
    13.4      Waiver of rights                                                 12
    13.5      Severabitity                                                     13
    13.6      Operation of indemnities                                         13
    13.7      GST on claims                                                    13
    13.8      Consents                                                         13
    13.9      Statements by the Manager                                        14
    13.10     Attorneys                                                        14

SCHEDULES

1             SERVICES                                                         15
2             CHARGES AND PAYMENT                                              16
</TABLE>

                                                                             ii.

<PAGE>

                    MANAGEMENT SERVICES AGREEMENT (AUSTRALIA)

DATE   9 June 2006

PARTIES

      LIHIR SERVICES AUSTRALIA PTY LIMITED ACN 116 067 611 (MANAGER)

      LIHIR GOLD LIMITED ARBN 069 803 998 (COMPANY)

RECITALS

A.    The Company wishes to engage the Manager to perform the Services.

B.    The Manager agrees to perform the Services on the terms set out in this
      document.

OPERATIVE PROVISIONS

1.    INTERPRETATION

1.1   DEFINITIONS

      The following definitions apply in this document.

      AFFILIATE means, for a body corporate, each related body corporate of that
      body corporate.

      BUSINESS DAY means a day that is not a Saturday, Sunday or public holiday
      in Brisbane or Port Moresby.

      CLAIM means a claim, action, proceeding or demand made against the person
      concerned, however it arises and whether it is present or future, fixed or
      unascertained, actual or contingent.

      COMMENCEMENT DATE means the date of this document.

      COMMISSIONER means the Commissioner of Taxation in Australia.

      CONFIDENTIAL INFORMATION means any information disclosed by the Company or
      by any Affiliate of the Company to the Manager before or after the date of
      this document or any information developed by the Manager in the course of
      performing the Services, but excludes information that:

      (a)   was in the public domain at the date of this document;

      (b)   became part of the public domain after the date of this document
            otherwise than as a result of disclosure by the Manager in breach of
            this agreement; or

      (c)   was in the Manager's possession at the time of disclosure by the
            Company to the Manager.

      COMPANIES ACT means the Companies Act 1997 (PNG).

<PAGE>

CORPORATIONS ACT means the Corporations Act 2001 (Cth).

FORCE MAJEURE EVENT means any occurrence or omission as a result of which the
party relying on it is prevented from or delayed in performing any of its
obligations under this document and that is beyond the reasonable control of
that party, including forces of nature, industrial action and action or inaction
by a Government Agency.

GOVERNMENT AGENCY means:

(a)   a government or government department or other body;

(b)   a governmental, semi-governmental or judicial person; or

(c)   a person (whether autonomous or not) who is charged with the
      administration of a law.

GST means:

(a)   the same as in the GST Law;

(b)   any other goods and services tax, or any Tax applying to this transaction
      in a similar way; and

(c)   any additional tax, penalty tax, fine, interest or other charge under a
      law for such a Tax.

GST LAW means the same as "GST law" means in A New Tax System (Goods and
Services Tax) Act 1999 (Cth).

INSOLVENCY EVENT means:

(a)   for the Manager, being in liquidation or provisional liquidation or under
      administration, having a controller (as defined in the Corporations Act)
      or analogous person appointed to it or any of its property, being taken
      under section 459F(1) of the Corporations Act to have failed to comply
      with a statutory demand, being unable to pay its debts or otherwise
      insolvent, taking any step that could result in the person becoming an
      insolvent under administration (as defined in section 9 of the
      Corporations Act), entering into a compromise or arrangement with, or
      assignment for the benefit of, any of its creditors, or any analogous
      event; and

(b)   for the Company, being in liquidation or under administration, having a
      receiver (as defined in the Companies Act) or analogous person appointed
      to it or any of its property, being taken under section 337 of the
      Companies Act to have failed to comply with a statutory demand, being
      unable to pay its debts or otherwise failing to satisfy the solvency test
      in the Companies Act, entering into a compromise or arrangement with, or
      assignment for the benefit of, any of its creditors, or any analogous
      event.

LIABILITY means a duty, liability or obligation affecting the person concerned,
however it arises and whether it is present or future, fixed or unascertained,
actual or contingent.

                                                                              2.

<PAGE>

      LOSS means a damage, loss, cost, expense or liability incurred by the
      person concerned, however it arises and whether it is present or future,
      fixed or unascertained, actual or contingent.

      PERSONNEL means the officers, employees, agents and sub-contractors of the
      Manager.

      SERVICES means the services described in schedule 1 and any additional
      services provided under clause 3.1, all of which are to be performed in
      Australia.

      TAX means a tax, levy, duty, charge, deduction or withholding, however it
      is described, that is imposed by law or by a Government Agency, together
      with any related interest, penalty, fine or other charge, other than one
      that is imposed on net income in any jurisdiction.

      TERM means the period specified in clause 2.2.

1.2   RULES FOR INTERPRETING THIS DOCUMENT

      Headings are for convenience only, and do not affect interpretation. The
      following rules also apply in interpreting this document, except where the
      context makes it clear that a rule is not intended to apply.

      (a)   A reference to:

            (i)   legislation (including subordinate legislation) is to that
                  legislation as amended, re-enacted or replaced, and includes
                  any subordinate legislation issued under it;

            (ii)  a document or agreement, or a provision of a document or
                  agreement, is to that document, agreement or provision as
                  amended, supplemented, replaced or novated;

            (iii) a party to this document or to any other document or agreement
                  includes a permitted substitute or a permitted assign of that
                  party;

            (iv)  a person includes any type of entity or body of persons,
                  whether or not it is incorporated or has a separate legal
                  identity, and any executor, administrator or successor in law
                  of the person; and

            (v)   anything (including a right, obligation or concept) includes
                  each part of it.

      (b)   A singular word includes the plural, and vice versa.

      (c)   A word which suggests one gender includes the other genders.

      (d)   If a word is defined, another part of speech has a corresponding
            meaning.

      (e)   If an example is given of anything (including a right, obligation or
            concept), such as by saying it includes something else, the example
            does not limit the scope of that thing.

                                                                              3.
<PAGE>

      (f)   The word AGREEMENT includes an undertaking or other binding
            arrangement or understanding, whether or not in writing.

      (g)   The words SUBSIDIARY, HOLDING COMPANY AND RELATED BODY CORPORATE
            have the same meanings as in the Corporations Act.

      (h)   Words defined in the GST Law have the same meaning in clauses 1.2(i)
            and (j), 6 and 13.7.

      (i)   If a person is a member of a GST group, references to GST which the
            person must pay and to input tax credits to which the party is
            entitled include GST which the representative member of the GST
            group must pay and input tax credits to which the representative
            member is entitled.

      (j)   References to GST extend to any notional liability of any person for
            GST and to any amount which is treated as GST under the GST Law, and
            references to an input tax credit extend to any notional input tax
            credit to which any person is entitled.

2.    SERVICES AND TERM

2.1   MANAGER TO PROVIDE THE SERVICES

      The Manager must provide or procure the provision of the Services
      continuously during the Term.

2.2   TERM

      The rights and obligations under this document continue for the Term
      beginning on the Commencement Date and ending on the date of termination
      of this agreement in any way, including in accordance with clause 8.

2.3   PERFORMANCE BY MANAGER GROUP

      The Manager must ensure that any of its employees, agents and contractors
      (whether or not they are Personnel) which perform obligations imposed on
      the Manager by this document, do so strictly in accordance with this
      document. In consideration of performing their obligations each of those
      persons is to have the benefit of any provision of this document
      conferring on the Manager a release, indemnity or limitation of liability
      and the Manager enters that provision on its own behalf, and as agent of
      and trustee for each of those persons.

3.    HOW SERVICES ARE TO BE PROVIDED

3.1   ADDITIONAL SERVICES

      The Company may request the Manager to provide additional services. Any
      additional services provided by the Manager in response to such a request
      are taken to be part of the Services, and the Company must pay for those
      additional services in accordance with schedule 2, unless otherwise agreed
      in writing.

                                                                              4.

<PAGE>

4.3   RESPONSIBILITY FOR EMPLOYEE BENEFITS

      The Manager is responsible for the following outgoings payable to or in
      respect of the Personnel (but may recover those costs from the Company to
      the extent set out in schedule 2):

      (a)   remuneration and benefits, including superannuation contributions,
            annual leave, sick leave, long service leave, overtime and penalty
            rates and provision of accommodation and sustenance;

      (b)   imposts or levies imposed by law, such as work care levies, group
            tax, payroll tax, fringe benefits tax, superannuation guarantee
            charges; and

      (c)   payments upon termination of service (including on redundancy).

5.    CHARGES AND PAYMENT

5.1   CHARGES

      The Company must pay for the Services in accordance with schedule 2.

5.2   INVOICING

      The Manager may issue invoices to the Company for the Services in
      accordance with schedule 2.

5.3   PAYMENT

      Subject to clause 5.4 concerning reasonable disputes, the Company must pay
      the Manager within one month after receipt of an invoice issued in
      accordance with schedule 2.

5.4   DISPUTED INVOICES

      If the Company reasonably disputes the whole or any part of the amount
      claimed in an invoice submitted by the Manager on the ground that it is
      for work not performed in accordance with this document, the Company:

      (a)   must pay the undisputed part of the amount claimed in the invoice;

      (b)   must within 5 Business Days of receipt of the invoice notify the
            Manager of why the rest of the invoice is disputed; and

      (c)   if it is resolved that some or all of the disputed amount should
            have been paid when it was invoiced, must pay the amount resolved.

                                                                              6.

<PAGE>

6.    GST

6.1   GST PAYABLE IN ADDITION TO PAYMENT

      In addition to paying the amounts invoiced, the Company must:

      (a)   pay to the Manager an amount equal to any GST for which the Manager
            is liable on any supply by the Manager under or in connection with
            this document, without deduction or set-off of any other amount;

      (b)   make that payment:

            (i)   if the Manager becomes liable for GST on or after receiving
                  the amounts invoiced or other consideration or any part of it
                  - as and when the Company must pay or provide the amounts
                  invoiced or other consideration or that part of it;

            (ii)  if the Manager becomes liable for GST on issuing an invoice
                  under this document - on the earlier of the due date for
                  payment of that invoice, or 10 Business Days from the end of
                  the month in which the Manager issued that invoice; and

            (iii) if the Manager becomes liable for GST upon the occurrence of
                  some other event - within 5 Business Days of a written request
                  by the Manager for payment for the GST, which may be in the
                  form of a tax invoice (or an adjustment note).

      (c)   indemnify the Manager against, and pay the Manager on demand the
            amount of:

            (i)   all GST for which the Manager is liable in connection with the
                  transaction contemplated by this document; and

            (ii)  any loss, liability or expense directly or indirectly incurred
                  in connection with or arising from or caused by any failure by
                  the Company to pay any amount as and when required by this
                  clause.

6.2   INVOICE

      The Manager must issue a tax invoice (or an adjustment note) to the
      Company for any supply for which the Manager may recover GST from the
      Company under this document, and must include in the tax invoice (or
      adjustment note) the particulars required by the GST Law.

6.3   ADJUSTMENTS

      The Manager must promptly create an adjustment note for, or apply to the
      Commissioner for, a refund of, and refund to the Company any overpayment
      by the Buyer for GST, but the Manager need not refund to the Company any
      amount for GST paid to the Commissioner unless the Manager is entitled to
      a refund or credit of that amount.

                                                                              7.

<PAGE>

7.    LIABILITIES AND INDEMNITIES

7.1   DISCLAIMER OF IMPLIED WARRANTIES

      Except to the extent that applicable law provides otherwise, the Manager
      disclaims all warranties. To the maximum extent permitted by applicable
      law, all conditions and warranties that would be implied (by statute,
      general law, custom or otherwise) are expressly excluded.

7.2   IMPLIED WARRANTIES AND CONDITIONS

      If any condition or warranty is implied into this agreement under the
      Trade Practices Act 1974 (Cth) or under any equivalent legislation, and
      cannot be excluded, the liability of the Manager for breach of the
      condition or warranty is limited to one or more of the following, at the
      option of the Manager:

      (a)   in the case of goods:

            (i)   the replacement of the goods or the supply of equivalent
                  goods;

            (ii)  the repair of the goods;

            (iii) the payment of the cost of replacing the goods or of acquiring
                  equivalent goods; or

            (iv)  the payment of the cost of having the goods repaired; or

      (b)   in the case of services:

            (i)   the supplying of the services again; or

            (ii)  the payment of the cost of having the services supplied again.

7.3   NO LIABILITY FOR CONSEQUENTIAL LOSS

      Under no circumstances is the Manager liable for any special, indirect,
      incidental, consequential or economic Loss (including loss of profits,
      revenue, savings, opportunity or goodwill), even if the possibility of
      such a Loss being suffered has been brought to the attention of the
      Manager.

7.4   RELEASE FROM AND INDEMNITY AGAINST CLAIMS

      To the extent permitted by law, the Company releases the Manager from, and
      must indemnify the Manager against, any Loss, Claim or Liability brought
      against, incurred or suffered by the Manager arising directly or
      indirectly in connection with the provision of the Services by the Manager
      except to the extent that the relevant Loss, Claim or Liability is caused
      by or contributed to by the negligence of the Manager in providing the
      Services.

                                                                              8.
<PAGE>

8.    TERMINATION

8.1   TERMINATION BY AGREEMENT

      This agreement may be terminated by the agreement in writing of the
      parties.

8.2   TERMINATION BY THE MANAGER

      The Manager may terminate this agreement immediately by notice to the
      Company if the Company breaches an obligation to pay money when due under
      this document and does not rectify that breach by paying the amount due,
      accrued up to the date of payment, within 2 weeks of receiving notice from
      the Manager requiring payment.

8.3   TERMINATION BY THE COMPANY

      The Company may terminate this agreement immediately by notice to the
      Manager if the Manager breaches an obligation under this agreement in a
      significant respect and does not rectify that breach within 2 weeks of
      receiving notice from the Company requiring rectification.

8.4   TERMINATION BY EITHER PARTY

      Either party may terminate this agreement:

      (a)   immediately by notice to the other party, if an Insolvency Event
            occurs in respect of that other party; or

      (b)   if permitted by clause 10 (Force Majeure); or

      (c)   by giving at least one month's notice to the other party, specifying
            the date of termination.

8.5   CLAIMS, RIGHTS AND OBLIGATIONS

      Ending of the Term or termination of this document does not affect:

      (a)   any Claim either party may have against the other in respect of
            anything done or required to be done before the end of the Term, or
            before termination; or

      (b)   rights or obligations under the following clauses:

            1     Interpretation

            4     Manager's Status

            5     Charges and Payment

            6     GST

            7     Liabilities and Indemnities

            9     Confidentiality

            11    Notices

            12    Amendment and Assignment

            13    General

                                                                              9.
<PAGE>

9.    CONFIDENTIALITY

9.1   CONFIDENTIAL INFORMATION

      Subject to clause 9.4, the Manager must not, and must take reasonable
      steps to ensure that the Personnel do not, without the Company's
      permission or where necessary to perform the Services:

      (a)   use any Confidential Information;

      (b)   disclose any Confidential Information to anyone else; or

      (c)   make copies of materials incorporating any Confidential Information.

9.2   RETURN OF CONFIDENTIAL INFORMATION

      The Manager must delete, destroy or return to the Company all Confidential
      Information or materials incorporating Confidential Information within 5
      Business Days of receiving a request from the Company to do so.

9.3   TERMS OF THIS DOCUMENT

      Subject to clause 9.4, neither party may, without the consent of the other
      party, disclose the terms of this document to any other person.

9.4   EXCEPTIONS

      A party may disclose or use information, which it would otherwise be
      prevented from disclosing or using under clause 9.1 or 9.3, where required
      to do so by law or by the rules of a stock exchange but, as far as
      practicable, must notify the other party in advance of its intention to do
      so and take such steps as the other party reasonably requires to protect
      the confidentiality of the information.

10.   FORCE MAJEURE

10.1  NOTICE AND SUSPENSION OF OBLIGATIONS

      If a party to this document is affected, or likely to be affected, by a
      Force Majeure Event:

      (a)   that party must immediately give the other party prompt notice of
            that fact including:

            (i)   full particulars of the Force Majeure Event;

            (ii)  an estimate of its likely duration;

            (iii) the obligations affected by it and the extent of its effect on
                  those obligations; and

            (iv)  the steps taken to rectify it; and

                                                                             10.
<PAGE>

      (b)   the obligations under this document of the party giving the notice
            are suspended to the extent to which they are affected by the
            relevant Force Majeure Event as long as the Force Majeure Event
            continues.

10.2  EFFORT TO OVERCOME

      A party claiming a Force Majeure Event must use its best endeavours to
      remove, overcome or minimise the effects of that Force Majeure Event as
      quickly as possible. However, this does not require a party to settle any
      industrial dispute in any way it does not want to.

10.3  ALTERNATIVE SUPPLY

      During any period in which a party to this document is not performing
      obligations because of a claimed Force Majeure Event, the other party may
      (but need not) make alternative arrangements for the performance, whether
      by another person or otherwise, of any obligation which the party claiming
      the Force Majeure Event is not performing without incurring any liability
      to that party.

10.4  TERMINATION

      If a Force Majeure Event continues for more than 6 months, either party
      may terminate this document by giving at least 1 month notice to the other
      party.

11.   NOTICES

      (a)   A notice, consent or other communication under this document is only
            effective if it is in writing, signed and sent to the addressee by
            mail or fax. If it is sent by mail, it is taken to have been
            received 5 Business Days after it is posted. If it is sent by fax,
            it is taken to have been received when the addressee actually
            receives it in full and in legible form.

      (b)   A person's address and fax number are those set out below, or as the
            person notifies the sender:

            MANAGER

            Address:            GPO Box 905, Brisbane QLD 4001, Australia
            Fax number:         +61 7 3318 9203
            Attention:          Chief Financial Officer

            COMPANY

            Address:            PO Box 789, Port Moresby, Papua New Guinea
            Fax number:         +675 321 4705 or +675 9864 018
            Attention:          Accounting Manager

12.   AMENDMENT AND ASSIGNMENT

12.1  AMENDMENT

      This document can only be amended, supplemented, replaced or novated by
      another document signed by the parties.

                                                                             11.
<PAGE>

12.2  ASSIGNMENT

      (a)   The Company may only dispose of, declare a trust over or otherwise
            create an interest in its rights under this document with the prior
            written consent of the Manager.

      (b)   The Manager may dispose of, declare a trust over or otherwise create
            an interest in its rights under this document without the consent of
            the Company, and may disclose to any potential holder of the right
            or interest any information relating to this document or any party
            to it.

13.   GENERAL

13.1  GOVERNING LAW

      (a)   This document is governed by the law in force in Queensland,
            Australia.

      (b)   Each party submits to the non-exclusive jurisdiction of the courts
            exercising jurisdiction in the State of Queensland, and any court
            that may hear appeals from any of those courts, for any proceedings
            in connection with this document, and waives any right it might have
            to claim that those courts are an inconvenient forum.

13.2  LIABILITY FOR EXPENSES

      Each party must pay its own expenses incurred in negotiating, executing,
      stamping and registering this document.

13.3  GIVING EFFECT TO THIS DOCUMENT

      Each party must do anything (including execute any document), and must
      ensure that its employees and agents do anything (including execute any
      document), that the other party may reasonably require to give full effect
      to this document.

13.4  WAIVER OF RIGHTS

      A right may only be waived in writing, signed by the party giving the
      waiver, and:

      (a)   no other conduct of a party (including a failure to exercise, or
            delay in exercising, the right) operates as a waiver of the right or
            otherwise prevents the exercise of the right;

      (b)   a waiver of a right on one or more occasions does not operate as a
            waiver of that right if it arises again; and

      (c)   the exercise of a right does not prevent any further exercise
            of that right or of any other right.

                                                                             12.
<PAGE>

13.5  SEVERABILITY

      Any provision of this document which is unenforceable or partly
      unenforceable is, where possible, to be severed to the extent necessary to
      make this document enforceable, unless this would materially change the
      intended effect of this document.

13.6  OPERATION OF INDEMNITIES

      (a)   Each indemnity in this document survives the expiry or termination
            of this document.

      (b)   A party may recover a payment under an indemnity in this document
            before it makes the payment in respect of which the indemnity is
            given.

13.7  GST ON CLAIMS

      (a)   If the Company is liable to pay GST on any supply by the Company to
            the Manager under this document, the Manager must pay to the Company
            an amount equal to that GST, and indemnify the Company against that
            GST, in exactly the same way as the Company must so do for any GST
            the Manager is liable for, and clause 6 then applies to that GST as
            if the Manager was the Company, and the Company was the Manager.

      (b)   If a party provides a payment for or any satisfaction of a claim or
            a right to claim under or in connection with this document (for
            example, for a breach of any warranty or for indemnity or for
            reimbursement of any expense) that gives rise to a liability to pay
            GST, the provider must pay, and indemnify the claimant on demand
            against the amount of that GST.

      (c)   If a party has a claim under or in connection with this document for
            a cost on which that party must pay an amount for GST, the claim is
            for the cost plus the amount for GST (except any amount for GST for
            which that party is entitled to an input tax credit).

      (d)   If a party has a claim under or in connection with this document
            whose amount depends on actual or estimated revenue or which is for
            a loss of revenue, revenue must be calculated without including any
            amount received or receivable as reimbursement for GST (whether that
            amount is separate or included as part of a larger amount).

13.8  CONSENTS

      Where this document contemplates that the party may agree or consent to
      something (however it is described), the party may:

      (a)   agree or consent, or not agree or consent, in its absolute
            discretion; and

      (b)   agree or consent subject to conditions,
      unless this document expressly contemplates otherwise.

                                                                             13.
<PAGE>

13.9  STATEMENTS BY THE MANAGER

      A statement by the Manager on any matter relating to this document
      (including any amount owing by the Company) is conclusive unless clearly
      wrong on its face.

13.10 ATTORNEYS

      Each person who executes this document on behalf of a party under a power
      of attorney declares that he or she is not aware of any fact or
      circumstance that might affect his or her authority to do so under that
      power of attorney.

                                                                             14.
<PAGE>

                                   SCHEDULE 1

                                    SERVICES

                            (Clause 1.1 - "Services")

The Services comprise:

1.    REPRESENTATION AND LIAISON

      (a)   Representing the Company in discussions, negotiations, conferences
            and briefings.

      (b)   Conducting investor relations and liaising with shareholders of the
            Company.

      (c)   Liaising with Stock Exchanges.

2.    BANKING AND CREDIT ARRANGEMENTS

      When requested by the Company, negotiating with banks and other financial
      institutions for new or amended banking, loan and credit arrangements for
      the Company.

3.    PROCUREMENT OF GOODS AND SERVICES

      (a)   Sourcing goods (including consumables) and services for the Company
            or any of its operations.

      (b)   Conducting tenders for such goods and services.

      (c)   Negotiating with contractors and suppliers.

4.    RECRUITMENT

      Assisting the Company with the recruitment of executive officers and
      employees and the engagement of agents and contractors.

5.    MARKETING OF PRODUCTS

      Assisting the Company with sales of gold and other products.

6.    TAX RETURNS

      Preparing tax returns and all associated documents for the Company and its
      controlled entities outside Papua New Guinea.

7.    STRATEGIC SERVICES

      Assisting the Company to identify and analyse strategic options and
      commercial opportunities, and obtaining when requested by the Company
      services to assist with this process.

                                                                             15.
<PAGE>

                                   SCHEDULE 2

                               CHARGES AND PAYMENT

                                   (Clause 5)

1.    RECOVERY OF DIRECT AND INDIRECT COSTS

1.1   The Company must pay the Manager an amount equal to all direct and
      indirect costs incurred by the Company in providing the Services.

1.2   Direct and indirect costs include, but are not limited to:

      (a)   Salaries, wages and other benefits payable or provided to employees,
            secondees and consultants of the Manager or its Affiliates who are
            engaged in providing the Services, or a proportionate amount in
            respect of those engaged part time in providing the Services.

      (b)   Public holidays, leave, sickness and disability benefits, long
            service leave, superannuation, workers' compensation and other
            insurance premiums, and other charges and allowances referable to
            the salaries and wages chargeable under paragraph 1.2(a), or to the
            engagement of persons referred to in paragraph 1.2(a). These costs
            must be charged on a "when and as paid basis" or by "percentage
            assessment" (at a rate reasonably determined by the Manager on the
            basis of its cost experience).

      (c)   Taxes imposed on the Company or on an Affiliate of the Company by
            reference to the salaries and wages referred to in paragraph l.2(a).

      (d)   All material and equipment costs, which are to include transport
            costs, Taxes, charges and a charge for depreciation reasonably
            determined by the Manager, for equipment or premises shared or
            provided part-time or temporarily by the Manager.

      (e)   All fees, expenses and costs paid to third parties.

      (f)   A percentage of the Manager's overhead expenses reasonably
            determined by the Manager, to the extent those overhead expenses are
            not covered by paragraphs 1.2(a) to 1.2(e) above.

      (g)   All legal expenses and expenses of other professional advisers
            incurred by the Manager in the course of or arising out performance
            of this agreement, on a full indemnity basis.

2.    GROSS UP FOR TAX (EXCEPT GST)

      Amounts payable by the Manager will be grossed-up as appropriate, or
      additional amounts paid by the Company, to ensure that the Manager is
      fully indemnified in respect of any Tax (other than an amount of GST for
      which the Manager is indemnified under clause 6 of this document) payable
      in relation to the Services, materials supplied or amounts payable by the
      Company.

                                                                             16.
<PAGE>

3.    INVOICING

      The Manager may invoice the costs referred to in paragraph 1 of this
      schedule at or after the end of the month in which they are incurred.
      Where costs are not attributable to a particular month, the Manager may
      apportion them in a reasonable manner and invoice the appropriate portion
      at such times as it reasonably determines.

                                                                             17.
<PAGE>

EXECUTED as an agreement.

SIGNED for LIHIR SERVICES AUSTRALIA PTY
LIMITED, by its duly authorised officer,        Director
in the presence of:                             /s/ Joe Dowling
                                                --------------------------------
                                                Signature of officer

/s/ Paul Fulton                                 Joe Dowling
----------------------------                    --------------------------------
Signature of witness                            Name

Paul Fulton
----------------------------
Name

SIGNED for LIHIR GOLD LIMITED,
by its duly authorised officer, in the          Chairman
presence of:                                    /s/ Ross Garnaut
                                                --------------------------------
                                                Signature of officer

/s/ Mark Laurie                                 Ross Garnaut
---------------------------                     --------------------------------
Signature of witness                            Name

Mark Laurie
---------------------------
Name

                                                                             18.