Exhibit
4.62  A1433 ISL/HD 03062003     Memorandum of Agreement   Made and entered into
between:-   DURBAN ROODEPOORT DEEP, LIMITED  (Reg No
1895/000926/06)  (a company duly
incorporated in accordance with the company laws of the Republic of South
Africa with limited liability, herein represented by Mr Jacob Hendrik Dissel,
in his capacity as a director thereof, he being duly authorised hereto under
and by virtue of a resolution of the board of directors of the company passed
at Johannesburg on the 6th day of June 2003, and a certified copy whereof is
annexed hereto marked A);   of the first part;   and  
   WEST WITWATERSRAND GOLD MINES LIMITED  (Reg No
1967/013456/06)  (a company duly
incorporated in accordance with the company laws of the Republic of South
Africa with limited liability herein represented by Ian Louis Murray , in
his capacity as a director thereof, he being duly authorised hereto under and
by virtue of a resolution of the board of directors of the company passed at
Johannesburg on the 6th day of June 2003, and a certified copy whereof is
annexed hereto marked B);   of the second part;   and   MOGALE GOLD (PROPRIETARY) LIMITED  (Reg No
1996/010274/07)  (a company duly
incorporated in accordance with the company laws of the Republic of South
Africa with limited liability, herein represented by Vredeber Freiherr von
Ketelhodt, in his capacity as a director thereof, he being duly authorised
hereto under and by virtue of a resolution of the board of directors of the
company passed at Johannesburg on the 6th day of June 2003, and a certified
copy whereof is annexed hereto marked C);   of the third part;   and   LUIPAARDS
VLEI ESTATES (PROPRIETARY) LIMITED  (Reg No
1984/002863/07)  (a company duly
incorporated in accordance with the company laws of the Republic of South
Africa with limited liability, herein represented by Vredeber Freiherr von
Ketelhodt, in his capacity as a director thereof, he being duly authorised
hereto under and by virtue of a resolution of the board of directors of the company
passed at Johannesburg on the 6th day of June 2003, and a certified copy
whereof is annexed hereto marked D);   of the fourth part.  2 
   1.Definitions   1.1In
the AGREEMENT,
unless inconsistent with the context, the following terms and/or expressions
shall have the separate meanings assigned to them hereunder and for purposes of
convenience the said definitions are reflected throughout the AGREEMENT
in capitals:-  1.1.1
  
  AGREEMENT
  
  shall mean this
  agreement between the PARTIES and shall include all annexes
  thereto which shall be initialled or signed, as the case may be;1.1.2
  
  ATTORNEYS
  
  shall mean Levy,
  Feinsteins & Associates Incorporated, practising under the style of Feinsteins
  at Johannesburg;1.1.3
  
  CAM
  
  shall mean Consolidated
  Mining Management Services Limited (Reg No 1925/008135/06);1.1.4
  
  CLOSING DATE
  
  shall mean the date on
  which the DRD  GNBS are registered in the applicable
  Deeds Registry;1.1.5
  
  DISPUTES
  
  shall collectively mean
  the disputes which have arisen between the  3 
   parties to the MAIN
  AGREEMENT
  in connection with their respective rights and obligations thereunder and, inter alia,
  as set forth in a letter written on behalf of MOGALE to DRD
  on 2 October 2002;1.1.6
  
  DME
  
  shall mean the
  Department of Minerals and Energy of the Government of the Republic of South
  Africa;1.1.7
  
  DRD
  
  shall mean Durban
  Roodepoort Deep, Limited and shall be deemed to include its successors in
  title;1.1.8
  
  DRD  GNBS
  
  shall collectively
  mean:-1.1.8.1
  the LUIPAARDS
  VLEI GNB;  and1.1.12.2
  the MOGALE GNB;1.1.9
  
  EFFECTIVE DATE
  
  shall mean the first
  business day after the date of the fulfilment or waiver, as the case may be,
  of the last of the conditions precedent in clause 3 infra;  4 
   1.1.10
  
  FINANCIER
  
  shall mean the party providing the THIRD PARTY FINANCE;1.1.11
  
  JP
  MORGAN
  
  shall mean J P Morgan
  Chase Bank, formerly known as Chase Manhattan Bank Limited;1.1.12
  
  LUIPAARDS
  VLEI
  
  shall mean Luipaards
  Vlei Estates (Proprietary) Limited (Reg No 1984/002863/07) and shall be
  deemed to include its successors in title;1.1.13
  
  LUIPAARDS VLEI AGREEMENT
  
  shall mean the
  Memorandum of Agreement made and entered into by and between CAM
  as seller and MOGALE as purchaser in terms whereof the former sold to the
  latter the LUIPAARDS VLEI EQUITY for the consideration and upon the
  terms and conditions set forth in such agreement;1.1.14
  
  LUIPAARDS
  VLEI DUMP
  
  shall mean the dump
  situate on the LUIPAARDS  VLEI  PROPERTY and in respect whereof Surface
  Right Permit No RMT 03/95 is applicable;  5 
   1.1.15
  
  LUIPAARDS VLEI EQUITY
  
  shall collectively
  mean:-1.1.15.1
  the total issued share
  capital of LUIPAARDS VLEI;  and1.1.15.2
  all the shareholders
  claims in loan account against LUIPAARDS VLEI,as set forth in the LUIPAARDS
  VLEI AGREEMENT;1.1.16
  
  LUIPAARDS
  VLEI GNB
  
  shall mean the Surety
  Collateral General Notarial Bond (to initially operate as a first bond, with
  the right vested in LUIPAARDS VLEI to convert same to a
  second bond with the prior written concurrence of DRD, which shall not be
  capable of being unreasonably withheld, in the event of MOGALE arranging the THIRD
  PARTY FINANCE and same necessitating the establishment of the THIRD
  PARTY FINANCE SECURITY) to be passed by LUIPAARDS VLEI over its
  movable  6 
   assets in favour of DRD
  (as the cessionary of the PURCHASE  CONSIDERATION) in the sum
  of R8 280 000,00 (eight million two hundred and eighty thousand
  rand), as collateral security for the obligations of MOGALE under the MAIN
  AGREEMENT (as read with clause 4 infra) to pay the PURCHASE
  CONSIDERATION, and substantially upon the terms and conditions set
  forth in a specimen thereof annexed hereto marked E(1);1.1.17
  
  LUIPAARDS VLEI PROPERTY
  
  shall mean the
  immovable property of LUIPAARDS  VLEI situate on Portions
  209/4 and 209/5 of the farm Luipaards Vlei 246 I.Q. and held by it under Deed
  of Transfer No 29579/1998;1.1.18
  
  MAIN AGREEMENT
  
  shall mean the
  Memorandum of Agreement made and entered into by and between DRD,
  WESTWITS
  and MOGALE
  at Johannesburg on the 12 June 2002 and a copy whereof is  7 
   annexed hereto marked
  F and which has been initialled by the PARTIES for purposes of
  identification  the definitions
  therein contained shall, unless inconsistent with the provisions of theAGREEMENT, apply
  mutatis mutandis to the latter and shall for ease of reference be perpetuated
  throughout theAGREEMENTin capital italics;1.1.19
  
  MINING AUTHORISATIONS
  
  shall mean all such
  mining authorisations required by MOGALE for the purposes of conducting the
  WESTWITS PLANT ENTERPRISE,as
  contemplated by clause 6.1 of the MAIN AGREEMENT;1.1.20
  
  MOGALE
  
  shall mean Mogale Gold
  (Proprietary) Limited [formerly named Bophelo Trading (Proprietary) Limited],
  and shall be deemed to include its successors in title;1.1.21
  
  MOGALE GNB
  
  shall mean the General
  Notarial Bond (to initially operate as a first bond with  8 
   the right vested in MOGALE
  to convert same to a second bond with the prior written concurrence of DRD,
  which shall not be capable of being unreasonably withheld, in the event of MOGALE
  arranging the THIRD PARTY FINANCEand same necessitating the establishment
  of the THIRD
  PARTY FINANCE SECURITY) to be passed by MOGALE over its movable
  assets in favour of DRD (as the cessionary of the claim by WESTWITS
  under the MAIN  AGREEMENT) in the sum of
  R8 280 000,00 (eight million two hundred and eighty thousand rand),
  as security for the obligations of MOGALE under the MAIN  AGREEMENT (as read with
  clause 4 infra) to pay the PURCHASE  CONSIDERATION and
  substantially upon the terms and conditions set forth in a specimen thereof
  annexed hereto marked G(1);1.1.22
  
  NORTH SAND DUMP
  
  shall mean the mining
  dump (Sands Dump No 1A12) situate on the  9 
   Dump No 1A12) situate
  on the WESTWITS
  PROPERTY
  and falling under Surface Right Permit A51/57;1.1.23
  
  OPEN CAST PIT
  
  shall collectively mean
  the West Wits Open Cast Pit and the Johnstone Open Cast Pit depicted in the
  drawing annexed hereto and marked H and which is situate on
  the WESTWITS
  PROPERTY;1.1.24
  
  OPEN CAST PIT REHABILITATION
  OBLIGATION
  
  shall mean the
  obligation on the part of DRD to rehabilitate the OPEN CAST
  PIT in accordance with the requirements of the DME
  in the sum of approximately R34 000 000,00 (thirty-four million
  rand);1.1.25
  
  OPTION
  DATE
  
  shall mean 30 (thirty) days after the written exercise by MOGALE
  of its right of first refusal to acquire the WESTWITS  ASSETS
  or the WESTWITS
  EQUITY
  as hereinafter provided;1.1.26
  
  PARTIES
  
  shall mean all the
  signatories to the AGREEMENT;  10 
   1.1.27
  
  PAYMENT
  DATE
  
  shall mean the date
  upon which the PURCHASE CONSIDERATION is fully discharged by MOGALE
  as a result of one or more of the events referred to in clause 7.1 infra;1.1.28
  
  POWERS OF ATTORNEY
  
  shall collectively mean
  the irrevocable Power/s of Attorney by:- ,1.1.28.1
  LUIPAARDS VLEI in favour of DRD
  to facilitate the registration of the LUIPAARDS VLEI GNB;  and1.1.28.2
  MOGALE in favour of DRD to facilitate the
  registration of the MOGALE  GNBand substantially in
  accordance with the specimens thereof annexed hereto and marked E and G
  respectively;1.1.29
  
  THIRD PARTY FINANCE
  
  shall mean finance in
  such sum as shall be determined by MOGALE at its discretion, to be sought by  11 
   MOGALE so as to facilitate the expansion
  of the WESTWITS PLANT
  ENTERPRISE so as to, inter alia, incorporate the LUIPAARDS
  VLEI DUMP;1.1.30
  
  THIRD PARTY FINANCE SECURITY
  
  shall mean the security
  which may have to be provided by MOGALE as principal debtor and LUIPAARDS
  VLEI as surety to the FINANCIER in respect of the THIRD
  PARTY FINANCE and, inter alia, in the form of a first
  general notarial bond by MOGALE over its movable assets in favour
  of the FINANCIER
  and a first surety collateral general notarial bond by LUIPAARDS VLEI over its
  movable assets in favour of the FINANCIER for the obligations of MOGALE;1.1.31
  
  PRIME
  
  shall where used in the AGREEMENT, mean the publicly quoted basic
  annual rate of interest certified by any manager of FirstRand Bank Limited
  (whose appointment and authority need not be proved) to be  12 
   charged by FirstRand Bank Limited from time to time on overdrawn
  current accounts of its most favoured private sector clients;1.1.32
  
  PURCHASE
  CONSIDERATION
  
  shall mean the balance
  of the purchase consideration payable by MOGALE to WESTWITS in terms of the MAIN
  AGREEMENT and being R8 280 000,00 (eight million two
  hundred and eighty thousand rand) and which claim is, with the consent of MOGALE,
  to be assigned to DRD pursuant to the provisions of clause
  4 infra;1.1.33
  
  SIGNATURE
  DATE
  
  shall mean the date
  upon which the AGREEMENT is signed by the last of the parties to sign same;1.1.34
  
  WESTWITS
  
  shall mean West
  Witwatersrand Gold Mines Limited (Reg No 1967/013456/06), and shall be deemed
  to include its successors in title;1.1.35
  
  WESTWITS ASSETS
  
  shall, to the exclusion
  of the WESTWITS PLANT
  ENTERPRISE  13 
   and the WESTWITS
  PROPERTY, mean all and any remaining assets of WESTWITS
  of whatsoever nature as at the EFFECTIVE DATE;1.1.36
  
  WESTWITS EQUITY
  
  shall mean the total
  issued share capital of WESTWITS and all the shareholder loan
  account claims against WESTWITS of which DRD is the registered
  and/or beneficial owner, as at the OPTION DATE;1.1.37
  
  WESTWITS
  PLANT ENTERPRISE REHABILITATION GUARANTEE
  
  shall mean the bank or other institutional guarantee to be established
  by DRD
  in favour of the DME (and subject to the latters
  approval) in respect of the WESTWITS PLANT ENTERPRISEREHABILITATION OBLIGATION
  in the sum of R2 600 000,00 (two million six hundred thousand rand);1.1.38
  
  WESTWITS
  PLANT ENTERPRISE REHABILITATION OBLIGATION
  
  shall mean the obligation on the part of DRDto rehabilitate the area upon which the WESTWITS PLANT ENTERPRISEand
  the NORTH  14 
   SAND DUMP are
  situated, in accordance with the requirements of the DME;1.1.39
  
  WESTWITS PROPERTY
  
  shall mean Portion 66
  of the Farm Waterval 174, I.Q., District of Krugersdorp.   1.2Words
importing:-  1.2.1the singular shall include the
plural and vice
versa;  1.2.2any one gender shall include
the others;  1.2.3persons shall, where the
context admits, include firms or corporations.  1.3Where
figures are referred to in numerals and words, then the latter shall prevail in
the event of any dispute.  1.4Any
reference to a statute, regulation or other legislation shall be a reference to
such statute, regulation or other legislation as at the date of execution of
these present and as amended or substituted from time to time.  1.5When
any number of days is prescribed in the AGREEMENT, same shall be reckoned
exclusively of the first and inclusively of the last day unless the last day
falls on a Saturday, Sunday or public holiday in the Republic of South Africa,
in which case the last day shall be the next succeeding day which is not a
Saturday, Sunday or public holiday.  15 
   1.6The
use of the word including followed by a specific example/s shall not be
construed as limiting the meaning of the general wording preceding it and the eiusdem
generis rule shall not be applied in the interpretation of such
general wording or such specific example/s.  1.7Where
any term is defined within a particular clause other than as set forth in this
clause 1, then that term shall bear the meaning ascribed to it in that clause
wherever it is used in the AGREEMENT.  1.8The
terms of the AGREEMENT having been negotiated, the contra proferentem rule
shall not be applied in the interpretation thereof.  1.9Any
term which refers to a South African legal concept or process (in no way
derogating from the generality thereof, for example winding-up or curatorship)
shall be deemed to include a reference to the equivalent or analogous concept
or process in any other jurisdiction in which the AGREEMENT may apply or to the
laws of which any PARTY cited hereunder may be or become
subject.   2.Recordal  It is recorded that:-  2.1inter alia,
in terms of the MAIN AGREEMENT:-  2.1.1WESTWITS
sold the WESTWITS PLANT
ENTERPRISE (including the WESTWITS PROPERTY) as a going concern to  16 
   MOGALE for the
purchase price and upon the terms and conditions therein set forth;   and  2.1.2the MINING
AUTHORISATIONS, were to be issued to MOGALE for the purpose of
enabling it to conduct the WESTWITS PLANT ENTERPRISE;  2.2certain
difficulties were encountered in relation to the issue of the MINING
AUTHORISATIONS, inter alia, in consequence whereof the DISPUTES
have arisen between the parties thereto which they are now desirous of
resolving and in respect whereof bona fide negotiations have been entered
into;  2.3  2.3.1LUIPAARDS
VLEI is the registered owner of the LUIPAARDS VLEI PROPERTY upon
which is situate the LUIPAARDS VLEI DUMP;  2.3.2in terms
of the LUIPAARDS
VLEI AGREEMENT:-  2.3.2.1MOGALE
purchased the LUIPAARDS VLEI EQUITY from CAM upon the terms and
conditions therein contained;  2.3.2.2MOGALE
has discharged the purchase price due thereunder;  2.3.2.3MOGALE
is entitled to mine the LUIPAARDS VLEI DUMP;  17 
   2.3.3the NORTH SAND
DUMP is in sufficiently close proximity to the LUIPAARDS VLEI DUMPto enable
MOGALE
to utilise the latter as an integral part of the extended WESTWITS PLANT ENTERPRISE;  2.3.4as a
pre-requisite to 2.3.3 supra, it is necessary to upgrade and extend the WESTWITS PLANT ENTERPRISE,
its facilities and its operations;  2.3.5the MINING
AUTHORISATIONS are capable of being issued as against the furnishing
by DRD
of the WESTWITS
PLANT ENTERPRISE REHABILITATION GUARANTEE;  2.3.6the PARTIES
are accordingly desirous of co-operating with each other with the objective of:-  2.3.6.1obtaining the MINING
AUTHORISATIONS;  2.3.6.2procuring that the MAIN
AGREEMENT becomes unconditional;  2.3.6.3settling the DISPUTES;  2.3.6.4DRD
and WESTWITS
on the one hand and MOGALE on the other fulfilling their
respective obligations under the MAIN AGREEMENT (as amended by the AGREEMENT)
and in contemplation thereof ownership of the WESTWITS PLANT ENTERPRISE (excluding  18 
   the WESTWITS PROPERTY), will be
deemed to have passed from WESTWITS to MOGALE on the  day preceding the CLOSING DATE;  2.3.6.5WESTWITS
procuring the release of its securities in favour of JP MORGAN so as to facilitate
the passing of ownership as afore-referred to;  2.3.6.6MOGALE
discharging all its obligations under the LUIPAARDS VLEI AGREEMENT;  and  2.3.6.7MOGALE
endeavouring to raise the THIRD PARTY FINANCE and thereby enabling it
to enhance the economic viability of the extended WESTWITS PLANT ENTERPRISE;  2.3.7as
security and collateral security respectively for the THIRD PARTY FINANCE, MOGALE
and LUIPAARDS
VLEI may be obliged to pass and register the THIRD PARTY FINANCE SECURITY;  2.3.8in the
event of MOGALE
obtaining the THIRD PARTY FINANCE and the registration of the THIRD PARTY
FINANCE SECURITY being a condition precedent therefor, then and in
such event the DRD GNBS shall be varied so as to rank second to the THIRD PARTY
FINANCE SECURITY;  and  19 
   2.4the
PARTIES
have reached agreement in principle in regard to all the aforegoing and are now
desirous of reducing same to writing as hereafter.  3.Conditions
Precedent  3.1Notwithstanding
anything to the contrary in the AGREEMENT contained, it shall be
conditional upon the following:-  3.1.1the
furnishing by DRD of the WESTWITS PLANT ENTERPRISE REHABILITATION GUARANTEE
to the DME,
within a period of 7 (seven) days after the SIGNATURE DATE;  3.1.2the issue
of the MINING
AUTHORISATIONS by the DME, within a period of 7 (seven) days
after the fulfilment of the condition precedent in clause 3.1.1 supra;  3.1.3the
execution of the POWERS OF ATTORNEY by the parties thereto, on the SIGNATURE
DATE and to be held by the ATTORNEYS in trust pending the fulfilment
of the conditions in 3.1.1 and 3.1.2 supra.  3.2The
condition/s in:-  3.2.1clauses
3.1.1 and 3.1.2 supra, are stipulations for the benefit of the PARTIES
and accordingly may only be waived in writing by the PARTIES; and  20 
   3.2.2clause
3.1.3 supra, is a stipulation for the sole benefit of DRD and may be waived by it,
in whole or in part, upon written notification to the remaining PARTIES.  3.3Should
the aforesaid conditions precedent not be fulfilled or waived, as the case may
be, within the time period/s stipulated or within such extended period as the PARTIES
may in writing agree upon, then and in such event, save as provided to the
contrary in clause 7.8 infra, the AGREEMENT shall ipso facto be and become
null and void ab initio and the PARTIES shall revert to the status quo anteas
at  the SIGNATURE DATE, under
reservation of their respective rights.  4.Assignment
of the claim to the PURCHASE CONSIDERATION and Suretyship therefor  Notwithstanding anything
to the contrary in the MAIN AGREEMENT contained and with effect
from the SIGNATURE
DATE:-  4.1WESTWITS
does hereby cede, assign, transfer and make over unto and in favour of DRD
all its right, title and interest in and to the PURCHASE CONSIDERATION under
the MAIN
AGREEMENT;  4.2DRD
does hereby accept the aforesaid cession and assignment;  4.3MOGALE
does hereby consent to the aforegoing; 
and  21 
   4.4LUIPAARDS
VLEI hereby interposes and binds itself as surety for and
co-principal debtor in solidum with MOGALE in favour of DRD
in respect of the PURCHASE CONSIDERATION, in the manner
provided for in the AGREEMENT.  5.Warranties
by the PARTIES  5.1Warranties
by MOGALE  MOGALE does hereby
represent and warrant in favour of DRD and WESTWITS and upon the
veracity whereof the AGREEMENT shall be founded, that:-  5.1.1it shall
use its reasonable endeavours to procure the timeous fulfilment of the
conditions precedent, applicable to it, and shall upon written request therefor
sign all reasonable and necessary documentation to give timeous effect to the
terms of the AGREEMENT;  5.1.2it has
discharged the full purchase consideration under the LUIPAARDS VLEI AGREEMENT and
the LUIPAARDS
VLEI EQUITY accordingly vests in it, as the beneficial owner
thereof;  5.1.3in the
event of it obtaining the THIRD PARTY FINANCE and being obliged to
secure same with the THIRD PARTY FINANCE SECURITY, it will then
take whatever steps may be necessary at its cost to procure the variation of
the DRD
GNBS so that same will  22 
   rank as second bonds
after the THIRD
PARTY FINANCE SECURITY;  5.1.4in no way
derogating from the generality of the aforegoing, it will procure that the DRD GNBS
are prepared and lodged by the ATTORNEYS for registration as soon as
possible after the SIGNATURE DATE and it will effect payment
of all costs directly and/or indirectly attributable to the registration of the
MOGALE
GNB, upon request;  5.1.5it will
use its best endeavours in the ordinary, normal and regular course of its
day-to-day operations and to the extent within its control, to reduce the WESTWITS
PLANT ENTERPRISE  REHABILITATION  OBLIGATION and the OPEN CAST
PIT REHABILITATION OBLIGATION, it being acknowledged that a
reduction of the latter, will in turn reduce the PURCHASE CONSIDERATION as
hereinafter provided.  To this end,
subject to compliance with regulatory approval to do so, it shall deposit all
the by-products of the WESTWITS PLANT ENTERPRISE into the OPEN CAST
PIT.  5.1.6it will
use its reasonable endeavours to procure the release by the DME
of the WESTWITS
PLANT ENTERPRISE REHABILITATION GUARANTEE in whole or in part, as
the case may be, within 4 (four) years from the CLOSING DATE failing which as
soon as possible thereafter and to this end it will:-  23 
   5.1.6.1make adequate
provision, by setting aside in an appropriate interest bearing trust account
(upon terms and conditions to be agreed upon between the PARTIES) a sum of at least
R55 000,00 (fifty five thousand rand) per month (the interest to accrue for the
same purposes)  earmarked for the sole
purpose of procuring the release by the DME of the aforesaid guarantee, in whole or
in part, as the case may be;  5.1.6.2when called upon in
writing by DRD to do so, establish a bank or other institutional
guarantee in favour of the DME in respect of the WESTWITS PLANT ENTERPRISE REHABILITATION
OBLIGATION for the amount standing to the credit at that time of the
trust account referred to in clause 5.1.6.1 supra, to thereby procure the
release of the WESTWITS PLANT ENTERPRISE REHABILITATION GUARANTEE in whole or
in part, as the case may be.  5.2Warranties
by DRD and WESTWITS  DRD and WESTWITS
do hereby, jointly and severally, represent and warrant in favour of MOGALE
and LUIPAARDS
VLEI and upon the veracity whereof the AGREEMENT shall be
founded,  that: -  24 
   5.2.1they will
use their reasonable endeavours to procure the timeous fulfilment of the
conditions precedent and shall upon written request therefor sign all
reasonable and necessary documentation to give timeous effect to the terms of
the AGREEMENT.  In this regard it is recorded that MOGALE
and LUIPAARDS
VLEI shall bear the obligation to procure compliance with whatever
requirements the DME may impose for the issue of the MINING AUTHORISATIONS save
for that referred to in clause 3.1.1 supra.  5.2.2they shall
take whatever steps are necessary to procure transfer of the WESTWITS
PROPERTY to MOGALE as soon as possible after the PAYMENT DATE
and shall sign all documentation necessary therefor, upon written request and
on the basis that the costs of transfer shall be for the account of MOGALE
and pending the PAYMENT DATE, the title deeds therefor shall be lodged by WESTWITS
in trust with the attorneys to DRD, namely Mendelow  Jacobs of
Johannesburg, who shall attend to the transfer thereof to MOGALE in due course;  5.2.3they will
prior to the CLOSING DATE use their best endeavours to procure the written
consent of Alpha (Proprietary) Limited to the cession by DRD of all its rights and the
delegation of all its obligations under the rock dump agreement referred to in
clause 12.1 of the MAIN AGREEMENT, to MOGALE;  5.2.4they will
as soon as possible after the SIGNATURE DATE and at their cost, procure
the cancellation of those securities held by JP MORGAN and in this regard
they further warrant that they have  25 
   received the appropriate
written consent from JP MORGAN to facilitate such cancellation;  5.2.5the WEST WITS PLANTand
the WESTWITS PLANT ENTERPRISE
shall be unencumbered and WESTWITS shall be entitled to deal
therewith and pass ownership thereof to MOGALE 1 (one) day preceding the CLOSING DATE
in terms of the AGREEMENT, to the exclusion of the WESTWITS PROPERTY, ownership
whereof will only pass after the  PAYMENT DATE.  In no way derogating from the aforegoing, to
the extent that any securities presently exist over the WEST WITS PLANT and/or the WESTWITS PLANT ENTERPRISE,
such securities shall be cancelled whether presently in favour of  JP MORGAN or otherwise, prior to the CLOSING DATE
when proof thereof shall be furnished to MOGALE.  5.3Warranties
by LUIPAARDS VLEI  LUIPAARDS VLEI does
hereby represent and warrant in favour of DRD and WESTWITS and upon the
veracity whereof the AGREEMENT shall be founded, that:-  5.3.1it shall
use its reasonable endeavours to procure the timeous fulfilment of the
conditions precedent, applicable to it, and shall upon written request therefor
sign all reasonable and necessary documentation to give timeous effect to the
terms of the AGREEMENT and in no way derogating from the generality of the  26 
   aforegoing, it will
effect payment of all costs directly and/or indirectly attributable to the
registration of the LUIPAARDS VLEI GNB, upon request;  5.3.2in the
event of the THIRD PARTY FINANCE being obtained and it being necessary to
secure the same with the THIRD PARTY FINANCE SECURITY, it will take
whatever steps may be necessary at its cost to procure the variation of the LUIPAARDS
VLEI GNB so that same will rank second to the THIRD PARTY FINANCE SECURITY
should this be required, and will sign all documentation necessary for and/or incidental
thereto.  6.DRD
GNBS  6.1It
is recorded that to facilitate the registration of the DRD GNBS, the POWERS OF
ATTORNEY shall be executed by LUIPAARDS VLEI and MOGALE contemporaneously with
the AGREEMENT
and shall thereafter be lodged with the ATTORNEYS on the basis set forth in clause
5.1.4 supra, whereafter they shall be released to be acted upon to procure
registration of the DRD GNBS.  6.2LUIPAARDS
VLEI and MOGALE shall effect payment of the costs of
the ATTORNEYS
of and in connection with the registration of the DRD GNBS.  7.MAIN
AGREEMENT  The parties to the MAIN
AGREEMENT, namely DRD, WESTWITS and MOGALE do hereby, with effect
from the EFFECTIVE
DATE agree to the amendment thereof in the  27 
   respects set forth
hereafter and to the extent that any conflict may arise between the MAIN
AGREEMENT and the AGREEMENT, then and in such event the
latter shall constitute the overriding document, to wit:-  7.1Ad clause
5 of the MAIN AGREEMENT    PURCHASECONSIDERATION  7.1.1The
parties thereto acknowledge that the PURCHASE CONSIDERATION is representative of
the amount presently due and owing by MOGALE to WESTWITS and to be ceded and
assigned to DRD as provided in clause 4 supra.  7.1.2Notwithstanding
anything to the contrary expressly or impliedly contained in the AGREEMENT
and/or the MAIN AGREEMENT the PURCHASE CONSIDERATION shall be discharged
in toto
within 4 (four) years after the CLOSING DATE.  7.1.3The PARTIES
acknowledge that:-  7.1.3.1the OPEN CAST
PIT REHABILITATION OBLIGATION exposes DRD to carry out  rehabilitation work which it is estimated
will cost R34 000 000,00 (thirty-four million rand). It is the
intention of the PARTIES that MOGALE shall reduce DRDs exposure thereunder by
depositing by-products of the WESTWITS PLANT ENTERPRISE into the OPEN CAST PIT thereby filling
same.  The balance due and owing by MOGALE
to DRD
in respect of the PURCHASE CONSIDERATION shall be reduced by
R0,42 (forty two cents) per ton of by  28 
   product so deposited by MOGALE
into the OPEN
CAST PIT within the four year period referred to in clause 7.1.2
supra;  7.1.3.2Subject to 7.1.2,
MOGALE shall be entitled but not obliged to effect payment(s) to DRD
in reduction or discharge of the PURCHASE CONSIDERATION in such tranches and
at such times as MOGALE in its sole and absolute discretion deems fit.  7.1.5At the end
of the period of 4 (four) years afore-referred to, interest at PRIME
on the balance of the PURCHASE CONSIDERATION outstanding from
time to time shall be calculated retrospectively for the period from the CLOSING DATE
to the date of repayment on the basis set out in clause 7.1.6 infra, and such
capital and interest shall be payable by MOGALE to DRD at the end of the
aforesaid four year period.  7.1.6For the
purpose of calculating such interest   7.1.6.1any interim
payments by MOGALE to DRD as provided in clause 7.1.3.2 supra,
shall be taken into account and hence interest shall be calculated to the date
of such payment and thereafter on the reduced amount, as the case may be;  and  29 
   7.1.6.2the amounts by
which MOGALE
has reduced the PURCHASE CONSIDERATION pursuant to clause 7.1.3.1 supra shall
be deemed to have been paid on the CLOSING DATE.  7.1.7With
regard to the tonnage of by-product deposited by MOGALE into the OPEN CAST
PIT, the  PARTIES agree:  7.1.7.1upon the
appointment as an independent expert of MR MELT MARAIS, presently the
environmental manager at Mine Waste Solutions (Pty) Limited, and failing him
for any reason, another environmental expert agreed to by the PARTIES,
and failing agreement, appointed by SRK Consulting (Pty) Limited or its
successor in title, to monitor such tonnage on an ongoing basis in such manner
and at such intervals as the said expert in his sole and absolute discretion
deems fit, and to issue certificates from time to time as he deems appropriate
reflecting the cumulative total of such tonnage as at date thereof, which
certificates shall be prima facie proof thereof.  In so doing the appointee shall act as
expert and not as arbitrator and his decision shall be final and binding on the
PARTIES
but subject to review by arbitration in accordance with clause 12 infra in the
event of gross irregularity in the exercise by him of his discretion;  30 
   7.1.7.2that they shall
cooperate fully with the said appointee in carrying out his function, which
shall include the keeping and furnishing to him of all information and
documentation as he may reasonably require to this end;  7.1.7.3all costs payable
to the appointee in respect of the routine ongoing monitoring envisaged as
aforesaid shall be borne and paid by MOGALE, and costs payable to the appointee
in respect of any work in addition thereto, shall be borne and paid by the PARTY
which commissions the same, unless the appointee, in his discretion and on good
cause, determines that any other PARTY shall be liable therefor.  7.1.8Nothing
contained in the AGREEMENT shall restrict the rights of DRD to lawfully utilise the OPEN CAST
PIT in any way, for example by depositing material therein or
permitting others to do so, provided that it shall be obliged to obtain MOGALEs
prior written consent thereto, which shall not be unreasonably withheld, and
provided further that MOGALE shall be entitled to monitor all
such operations.  7.1.9For so
long as MOGALE
is indebted to DRD   7.1.9.1  MOGALE
agrees and undertakes to furnish DRD with its quarterly management accounts,
within a period of 15  31 
   (fifteen) days after the
end of each quarter commencing on the first day of the month following on the CLOSING DATE,
and furthermore to furnish DRD with its annual audited financial
statements, within a period of 90 (ninety) days after each financial year end
commencing on the 29 February 2004. Should DRD reasonably request MOGALE to furnish at lesser
intervals financial information or other reports pertaining to it and/or to the
extended WESTWITS PLANT
ENTERPRISE and accordingly to its business and other operations,
MOGALE
shall comply therewith within a reasonable time thereafter;  7.1.9.2  DRD
shall solely in relation to its interest in the balance of the PURCHASE
CONSIDERATION and any securities therefor, be entitled to have its
representatives inspect the operations of MOGALE from time to time and its
representatives shall be entitled solely for such limited purposes to attend
all directors and/or management meetings of MOGALE.  7.1.10To the extent
that the remaining provisions of clause 7 of the MAIN AGREEMENT conflict
herewith, same shall be deemed deleted.  32 
   7.2Ad clause
6 of the MAIN AGREEMENT  -  Permits  7.2.1Ad clause
6.1  It is recorded that the MINING
AUTHORISATIONS, are still outstanding and that the grant thereof
constitutes a condition precedent to the AGREEMENT.  7.2.2Ad clause
6.2.1  This shall be deemed
deleted and substituted with the following:-  WESTWITS,without abandoning its surface right
permit (bearing number 1 on Annexe 2 to theMAIN AGREEMENT) hereby
consents with effect from theEFFECTIVE DATEto the use byMOGALEof such
permit pending the  CLOSING DATE, and with effect from the  CLOSING DATE
itirrevocably consents to the use byMOGALEof such permit in perpetuity and
agrees and undertakes to sign all relevant documentation which may be required
in connection therewith, upon written request therefor..  7.2.3Ad clause
6.2.3  This shall be deemed
deleted and substituted with the following:-  WESTWITS, without abandoning
itssurfaceright permits (numbered 3 and 6 on Annexe 2 to the MAIN
AGREEMENT) hereby consents with effect from the EFFECTIVE DATE to the use  33 
   by MOGALE of such permits
pending the CLOSING DATE, and with effect from the CLOSING DATE it irrevocably
consents to the use by MOGALE of such permits in perpetuity and
agrees and undertakes to sign all relevant documentation which may be required
in connection therewith, upon written request therefor..  7.2.4Ad new
clause 6.3  This new clause shall be
deemed to be incorporated:  MOGALE does hereby indemnify,
hold harmless and absolve WESTWITS in respect of all or any claims
which may be made against WESTWITS, arising from the use by MOGALE
of the permits referred to in clauses 6.2.1 and 6.2.3 supra.  7.3Ad clause
7 of the MAIN AGREEMENT  -  INTERIM  PERIOD  7.3.1Notwithstanding
anything to the contrary herein contained, the PARTIES acknowledge that an
adjustment account shall be prepared by them in respect of their respective INTERIM PERIODobligations
arising out of the MAIN AGREEMENT as read with the AGREEMENT
and that payment thereunder will be effected by the PARTY in debit to the PARTY
in credit within a period of 30 (thirty) days after the EFFECTIVE DATE.  To the extent that any dispute may arise in
connection therewith, then and in such event the provisions of clause 12 infra
shall become operative.  34 
   7.3.2Ad clause
7.8 of the MAIN AGREEMENT  This shall be deemed
deleted and substituted with the following :  MOGALE  shall as soon as possible after theSIGNATUREDATEapply to
all appropriate authorities (to the extent that same are not incorporated in
theMINING AUTHORISATIONS) for the issue to it of the necessary regulatory
permissions to deposit by-products of the WESTWITS PLANT ENTERPRISE into the
OPEN CAST
PIT, including but not limited to cyanided slime, coarse fraction sand and
the like, and MOGALE shall use its best endeavours to obtain such regulatory
approvals, and to this end  MOGALE  shall comply to the fullest extent within its
reasonable control with all prerequisites laid down for the issue of such
regulatory permissions, and thereuponMOGALE  shall diligently and timeously fulfil
and comply with all requirements and obligations laid down by or otherwise
pertaining to such authorities.  7.3.3Ad new
clause 7.9 of the MAINAGREEMENT  By the addition of a new
clause 7.9 to read as follows:-  MOGALEacknowledgesand accepts
that slime and cyanide may only be deposited onto the Randfontein complex in
accordance with the agreement in this regard betweenWESTWITS
and
Harmony Gold Mining Company Limited, with whichMOGALEacknowledges itself to be acquainted.
ThePARTIESwill, prior to theCLOSING DATE, use their
best endeavours to procure the  35 
   written consent of Harmony Gold
Mining Company Limited to the cession byWESTWITS  of its rights and the delegation all of
its obligations under the aforesaidagreementtoMOGALE.  7.3.4Ad new
clause 7.10 of the MAIN AGREEMENT  By the addition of a new
clause 7.10 to read as follows:-  MOGALEshall be entitled to extract water
from number 9 shaftWESTWITS, subject to all necessary regulatory permissions
being obtained..  7.4Ad clause
9 of the MAIN AGREEMENT  -  Delivery  Notwithstanding anything
to the contrary, the provisions of clauses 9.2 and 9.3 shall with effect from
the EFFECTIVE
DATE and subject to the fulfilment of the conditions precedent in
clause 3.1 supra, be deemed deleted in their entirety, and ownership of the:-  7.4.1WESTWITS PLANT ENTERPRISE
shall be deemed to have passed from WESTWITS to MOGALE on the day preceding
the CLOSING
DATE;  and  7.4.2WESTWITSPROPERTY
shall pass from WESTWITS to MOGALE on registration of transfer thereof
in the applicable Deeds Registry and which shall take place as soon as possible
after the PAYMENT
DATE.  36 
   7.5Ad clause
10 of the MAIN AGREEMENT  -  Voetstoots  By the insertion at the
commencement of the second paragraph before the words BT (nowMOGALE) further of the following
save for
the warranties contained in theMAIN AGREEMENTand theAGREEMENT
to the
contrary,.  7.6Ad clause
12.3 of the MAIN AGREEMENT  By the addition at the
end thereof, of the following:-  Furthermore, Manganese Metal Company
enjoys the right to use a certain disposal area (with whichMOGALEdeclares
itself to be acquainted) on mining licence 9/2000, and until such time as it
has permanently ceased using such rights,MOGALEmay not in any way remove or deal with
any of the surface materials deposited by Manganese Metal Company on the
disposal area in question,MOGALEhereby acknowledging that it is familiar with the
nature and terms and conditions of all rights enjoyed by Manganese Metal
Company..  7.7Ad clause
13 of the MAIN AGREEMENT  -  Employees  The whole of this clause
13 shall be deemed deleted and substituted with the following:  13.1The parties agree that with effect from theEFFECTIVE
DATE(which shall be deemed to be the date of transfer as envisaged in
Section 197(1)(b) of the Labour Relations Act, 66 of 1995 (as amended)LRA, Section
197(2) ofLRAshall be applicable to all the employees  37 
   employed at theWESTWITS
PLANT ENTERPRISEas listed in Annexe l hereto (the transferred
employees) and that accordingly the employment of each transferred
employee will continue in force withMOGALEas the new employer in terms of the
LRA.  Accordingly and given the absence
of agreement to the contrary as contemplated by Sections 197(2) and 197(6) of
LRA   13.1.1MOGALEshall be automatically
substituted in the place ofWESTWITSin respect of all contracts of employment in
existence immediately before theEFFECTIVE DATE.;  13.1.2all the
rights and obligations betweenWESTWITSand the transferred employees shall continue in
force as if they had been rights and obligations betweenMOGALEand such
employees;  13.1.3anything
donebeforetheEFFECTIVE DATEby or in relation toWESTWITS,including
the dismissal of an employee or the commission of an unfair labour practice or
act of unfair discrimination, shall be considered to have been done by or in
relation toMOGALE;  13.1.4the transfer
shall not interrupt any transferred employeescontinuity of
employment, and all such employees contracts of employment shall continue withMOGALEas if withWESTWITS.  38 
   13.2MOGALE
shall comply with Section 197(2) of LRA in that it shall employ all transferred
employees on terms and conditions that are on the whole not less
favourable to the transferred employees than those on which
they were employed by WESTWITS, and MOGALE shall be bound by all
awards and collective agreements (if any) referred to in Section 197(5)(b) of LRA.  13.3It
is recorded that the PARTIES have reached agreement on the values
to be attributed as at the 31st May 2003 to leave pay, severance pay
and other payments that will have accrued but will not have been paid to the transferred
employees in terms of Clause 197(7)(a) of LRA, and in the case of
sub-section (ii) thereof, severance pay that would have been payable to the transferred
employees in the event of dismissal on that date by reason of the
employers operational requirements. 
Particulars of the employees and of the aforegoing valuations attributed
to each one, are set out in Annexe l hereto. 
As the EFFECTIVE DATE will not coincide with the 31st May
2003, the PARTIES
shall procure that the appropriate adjustments to all the aforegoing,
calculated on the basis consistent with that in which Annexe l was prepared,
will be prepared as at the EFFECTIVE DATEand substituted as Annexe
l hereto, the variation being merely to take account of the additional period
between 31 May 2003 and the EFFECTIVE DATE.  Such variation shall be incorporated as an integral part of the adjustment
account to be prepared by the PARTIES as provided in clause 7.3 supra.  39 
   13.4MOGALE
shall be solely liable for payment  to
the transferred
employees of all amounts referred to in Section 197(7)(a).  However, it is recorded that there is a fund
under the control of WESTWITS which provides for leave pay and
holiday leave allowances accrued to the transferred employees, and which will
continue to be contributed to up to the EFFECTIVE DATE on the same basis as
hitherto.  As and when such leave pay
and benefits become payable to a transferred employee, WESTWITS shall pay over to MOGALE
from such fund the amount which accrued to such employee in the period prior to
the EFFECTIVE
DATE.  13.5MOGALE shall
not by reason of its operational requirements dismiss any of the transferred
employees not take any formal steps thertowards, unless and until it
has provided proof to DRDs reasonable satisfaction that it has
made adequate provision, by setting aside in a dedicated fund, a sufficient
amount for payment to all such employees as it intends to dismiss, of the
amount lawfully payable to such employees in respect of severance pay.  13.6Should   13.6.1any dispute
arise in regard to any of the matters referred to in this clause 13, then and
in such event same shall in the first instance be referred to a labour expert
nominated by the disputants for mediation and failing agreement shall be
subject to arbitration in accordance with the provisions of clause 12 of theAGREEMENTand the  40 
   arbitration award shall be deemed to
be an agreement in terms of Section 197(7) of lra, and  13.6.2any claim be
made by any of the transferred employees againstWESTWITSin terms of
the aforesaid section of lrs and should drd exercise the discretion
which is hereby granted to it to do so, and effect payment of such employees
claims, then and in such event to the extent that such claims are sustainable
in law and relate to amounts payable after theEFFECTIVE DATE,MOGALEdoes hereby
indemnify, hold harmless and absolve drdandWESTWITStherefor.  The drd gnbs shall in the additional amounts
therein referred to, incorporate security for any such claims.  7.8Ad clause 14
of the MAIN AGREEMENT  Resolutive Conditions  Notwithstanding anything
to the contrary, the provisions hereof shall with effect from the EFFECTIVE
DATE, be deemed deleted. 
Provided, however, that if any suspensive condition in the AGREEMENT,
other than that in clause 3.1.1 supra, is not fulfilled then and in that event
  7.8.1the
provisions hereof shall with effect from the SIGNATURE DATE be deemed
deleted, and this clause 7.8 shall survive, notwithstanding that the remainder
of the AGREEMENT
shall become null and void and that the PARTIES shall revert to the status quo ante
as provided in clause 3.3 supra;  and  41 
   7.8.2for
avoidance of doubt, the effect hereof will be that notwithstanding that the PARTIES
shall revert to the status quo ante as at the SIGNATURE DATE, the
resolutive conditions in the MAIN AGREEMENT shall be deemed to have been
deleted therefrom ab initio and the parties to the MAIN AGREEMENT shall be
deemed hereby to have re-contracted as at the SIGNATURE DATE of the MAIN
AGREEMENT upon the same terms and conditions as contained in the MAIN
AGREEMENT, save that clause 14 thereof shall be deemed pro non
scripto and subject to a reservation of the rights of all PARTIES in relation to all
that has transpired pursuant thereto.  7.9Ad
clause 15.2 of the MAIN AGREEMENT 
-  Rehabilitation  By the deletion therein
of the period within 12 months and the substitution therefor of by the 31
December 2005 and by the insertion of the following at the end of
the relevant clause:-  It will as soon as possible after theCLOSING DATEprovideDRDwith
detailed accounting and rehabilitation plans for the approval ofDRDandWESTWITSprior to
the commencement of operations on any WEST WITS SURFACE MATERIALS (that is
excluding theNORTH SAND DUMP) and which approval shall not be
unreasonably withheld.  It shall
furthermore make adequate provision, by setting aside in an appropriate trust
fund a suitable sum per month, to be determined by the expert referred to in
clause 7.1.7 infra (all the provisions of which shall apply hereto mutatis
mutandis), solely dedicated to the purpose of furnishing a Guarantee to theDMEor toDRDin respect
of  42 
   the obligation on the part ofMOGALEto
rehabilitate the surface area under the identified surface materials, as
referred to in clause 15.2 of theMAINAGREEMENT. 
To obviate any misunderstanding, it is recorded that the aforegoing
provisions shall be applicable only to the mining of new dumps situate on theWESTWITS
PROPERTY. However, should theDMErequire rehabilitation plans or revised
plans to be submitted to it in respect of the NORTH SAND DUMPand/or the WESTWITS
PLANT
ENTERPRISE,the provisions of this clause 15.2 shall apply mutatis
mutandis.  7.10Ad clause
16 of the MAIN AGREEMENT - Security  Notwithstanding anything
to the contrary, the provisions hereof shall with effect from the EFFECTIVE
DATE, be deemed deleted.  7.11Ad clause
17 of the MAIN AGREEMENT  -  Warranty  The provisions hereof
shall be read in conjunction with the conditions
precedent in clause 3 supra.  8.Interim
Management  8.1It
is recorded that:-  8.1.1pending
the arrival of the  EFFECTIVE DATE, operations on
the NORTH
SAND DUMP have been suspended;  43 
   8.1.2immediately
subsequent to the arrival of the EFFECTIVE DATE and the grant of such MINING
AUTHORISATIONS as may be necessary, MOGALE shall be entitled but
not obliged to re-commence operations on the aforesaid dump and continue to
operate same in the most effective and efficient manner until such time as the CLOSING DATE
arrives.  During this interim period,
the mining operations shall, if resuscitated, be conducted for the benefit,
loss or profit of MOGALE.  8.2The
PARTIES
record that there are no monies due and payable by MOGALE to DRD
or WESTWITS
in relation to any interim management services which may have been directly or
indirectly rendered by DRD or WESTWITS in relation to the WESTWITS PLANT ENTERPRISE.  9.CLOSING
DATE  On the CLOSING DATE the duly authorised representatives of each of
the PARTIES
shall meet at a pre-determined time and venue and at which the following shall
take place:-  9.1copies of the WESTWITS PLANT ENTERPRISE REHABILITATION
GUARANTEE and all correspondence in connection therewith shall be
handed by DRD
to MOGALE;  9.2details of the OPEN CAST PIT REHABILITATION OBLIGATIONshall
be furnished by DRD to MOGALE;  44 
   9.3the MINING AUTHORISATIONS shall
be handed by DRD to MOGALE with copies to the remaining PARTIES;  9.4proof of the cancellation of the
securities in favour of BoE Merchant Bank and JP MORGAN shall be handed by DRD
to MOGALE;  9.5to the extent that the adjustment
account/s may have been prepared and agreed upon, payment thereunder shall be
made by the PARTY in debit to the PARTY in credit;  9.6ownership of the WESTWITS PLANT and
the WESTWITS PLANT ENTERPRISE
shall unconditionally pass to MOGALE;  9.7proof of the lodgment in trust of
the title deed/s in respect of the WESTWITS PROPERTY with attorneys Mendelow 
Jacobs of Johannesburg, shall be handed to MOGALE; 
and  9.8proof of registration of the DRD GNBS
shall be handed to DRD.  10.Rights of First Refusal  Notwithstanding anything to the contrary in the MAIN AGREEMENT or the AGREEMENT
contained, and subject to the arrival of the CLOSING DATE and the
implementation of the provisions of clause 9 supra,:-  45 
   10.1DRD does hereby give and grant to MOGALE the right of first refusal to
acquire the WESTWITS ASSETS or the WESTWITS EQUITY upon the same terms and
conditions as will be contained in any bona fide arms length offer received by DRD
and which is acceptable to it;  10.2the right of first refusal shall be
open for acceptance for a period of 30 (thirty) days after the receipt by MOGALE
of a copy of the offer and during which period it shall be irrevocable;  10.3if MOGALE exercises its right/s,
then it shall be deemed to have acquired the subject matter of the offer on the
OPTION
DATE and the terms and conditions of the offer shall apply mutatis
mutandis to MOGALEs acceptance thereof;  10.4the aforesaid right of first refusal
shall be valid and enforceable until the PAYMENT DATE or the expiration of 4 (four)
years from the CLOSING DATE, whichever shall be the later save that should DRD
as part of a bona fide restructuring of its group cause the WESTWITS
ASSETS or the WESTWITS EQUITY to be disposed of to any member of
such group to be retained within the group, then and in such event the
aforesaid right shall ipso facto be and become null and void and
of no further force or effect.  11.Default  Notwithstanding anything to the contrary in the MAIN AGREEMENT or the AGREEMENT
contained, should any one of the undermentioned events of default occur at any
time and should LUIPAARDS VLEI and/or MOGALE fail, refuse and/or  46 
   neglect to remedy the same (where the default is capable of being
remedied), within a period of 14 (fourteen) days after receiving written notice
from DRD
or WESTWITS
to remedy same, then and in such event the PURCHASE CONSIDERATION shall forthwith
become due and payable without further notice, to wit:-  11.1LUIPAARDS VLEI or MOGALE takes steps to place itself, or is
placed, in liquidation, whether voluntary or compulsory, or under judicial
management, in either case whether provisionally or finally;  11.2LUIPAARDS VLEI or MOGALE commits an act of insolvency, as set
out in the Insolvency Act, No 24 of 1936, as amended;  11.3LUIPAARDS VLEI or MOGALE fails to satisfy a judgment against
it within 10 (ten) days after it becomes aware of the judgment, except that if LUIPAARDS
VLEI or MOGALE provides evidence on an ongoing
basis to the reasonable satisfaction of DRD that steps have been initiated within
the 10 (ten) days to appeal against the judgment or to have it reviewed or
rescinded and to procure suspension of execution and that such steps are being
expeditiously pursued, the period of 10 (ten) days shall run from the date the
judgment becomes final or the attempt to procure suspension of execution fails;  11.4LUIPAARDS VLEI or MOGALE makes or attempts to make a
compromise with some or all of its creditors other than in the ordinary course
of business without the prior written consent of DRD which shall not be
unreasonably withheld;  47 
   11.5in no way derogating from 11.1 to
11.4 supra, if LUIPAARDS VLEI or MOGALE breaches any of its obligations
under the AGREEMENT.  12.Adjudication of Disputes  12.1Should any dispute arise between the
PARTIES
in regard to:-  12.1.1the interpretation of;  12.1.2the effect of;  12.1.3the PARTIES respective rights or
obligations under;  12.1.4a breach of;  12.1.5the termination of;  12.1.6any matter arising out of the
termination of;  the MAIN AGREEMENT and/or the AGREEMENT,
that dispute shall be decided by arbitration in the manner set out in this
clause 12.  12.2The
arbitrator shall be appointed
by the PARTIES,
and failing agreement, shall be nominated by the Arbitration Foundation of
Southern Africa (AFSA) out of the nominees of the parties hereto.  Should AFSA not be in existence at the time,
the nomination shall be made by the Chairman for the time being of the
Johannesburg Bar Council.  48 
   12.3The arbitration shall be held at
Sandton, Gauteng, and in camera on the basis that such proceedings will be
strictly private and confidential.  12.4The arbitration shall be held in
accordance with the Rules of AFSA, or if AFSA shall not be in existence, in
accordance with the formalities and procedures settled by the arbitrator, which
shall be in an informal and summary manner, that is, it shall not be necessary
to observe or carry out either the usual formalities or procedures or the
strict rules of evidence, and otherwise subject as aforesaid to the Arbitration
Act, 1965, of the Republic of South Africa and any statutory modification or
re-enactment thereof.  12.5The arbitrator shall be entitled
to:-  12.5.1investigate or cause to be
investigated any matter, fact or thing which he considers necessary or
desirable in connection with any matter referred to him for decision;  12.5.2decide the matters submitted to him
according to what he considers just and equitable in all the circumstances,
having regard to the purpose of the MAIN AGREEMENT and/or the AGREEMENT;  and  12.5.3make such award, including an award
for specific performance, an interdict, damages or a penalty or the costs of
arbitration or otherwise, as he in his discretion may deem fit and appropriate.  12.6The arbitration shall be held as
expeditiously as possible after it is demanded with a view to it being
completed within 30 (thirty) days after it has been so demanded.  49 
   12.7This clause is severable from the
remainder of the AGREEMENT and shall therefore remain in effect even if the AGREEMENT
is terminated.  12.8The law
governing the AGREEMENT shall be South African law and the Court having
jurisdiction to enforce any award made under this clause shall be the
Witwatersrand Local Division of the High Court of the Republic of South Africa
and all appeal courts therefrom.  13.Good Faith and Implementation  13.1The PARTIES undertake to do all
such things, perform all such acts and take all steps to procure the doing of
all such things and the performance of all such acts, as may be necessary or
incidental to give or conducive to the giving of effect to the terms,
conditions and import of the AGREEMENT.  13.2The PARTIES shall at all times
during the continuance of the AGREEMENT observe the principles of good
faith towards one another in the performance of their obligations in terms of
the AGREEMENT.  This implies, without limiting the
generality of the aforegoing, that:-  13.2.1they will at all times during the
term of the AGREEMENT act reasonably, honestly and in good faith;  13.2.2they will perform their obligations
arising from the AGREEMENT diligently and with reasonable care;  and  50 
   13.2.3they will make full disclosure to
each other of any matter that may affect the execution of the AGREEMENT
or its implementation from time to time.  14.Clause
Headings  The clause headings to
the AGREEMENT
are for reference purposes only and do not bear upon the interpretation of the AGREEMENT.  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, effect shall be given to it
as if it were a substantive provision in the body of the AGREEMENT.  15.Domicilia  15.1The PARTIES hereby choose domicilia
citandi et executandi for all purposes under the AGREEMENT
at the addresses set opposite their respective names hereunder:-  15.1.1DRD  -    DRD Building, 45 Empire
Road, Parktown, Johannesburg 2193 - 
telefax number (011) 482 1022;  15.1.2WESTWITS  -    DRD Building, 45 Empire
Road, Parktown, Johannesburg 2193 
-  telefax number (011) 482
1022;  15.1.3MOGALE  -    c/o South African Export
Development Fund, 70  7th Avenue, Parktown North, Johannesburg 2196
(marked for the  51 
   attention of Mr V F von
Ketelhodt)   
telefax number (011) 214-2714; 
and  15.1.4LUIPAARDS VLEI  -   
c/o South African Export Development Fund, 70  7th
Avenue, Parktown North,
Johannesburg 2196 (marked for the attention of Mr V F von Ketelhodt) 
  telefax number (011) 214-2714.  15.2Any notice to any PARTY
shall be addressed to such PARTY at its/their domicilium aforesaid and
either sent by telefax or delivered by hand. 
In the case of any notice    15.2.1sent by telefax, it shall be deemed
to have been received, unless the contrary is proved, on the date of the
successful transmission thereof if a business day, otherwise the next following
business day;  15.2.2delivered by hand, it shall be
deemed to have been received, unless the contrary is proved on the date of
delivery, provided such date is a business day or otherwise on the next
following business day.  15.3Any PARTY shall be entitled, by
notice to the other, to change its/their domicilium to another address in the Republic
of South Africa, provided that the changes shall only become effective 14
(fourteen) days after service of the notice in question.  52 
   15.4Notwithstanding anything to the
contrary hereinbefore contained, a written notice or communication actually
received by one of the PARTIES from the other, including by way of
telefax transmission, shall be adequate written notice or communication to such
PARTY.  16.Costs  16.1Save as
hereafter, each of the PARTIES shall effect payment of its own
legal costs of and in connection with the preparation and execution of the AGREEMENT.  16.2The costs of and incidental to
the preparation, execution and registration by the ATTORNEYS of the notarial
bonds, shall be borne and paid by MOGALE.  16.3The costs of and incidental to
the registration of the WESTWITS PROPERTY into the name of MOGALE,
shall be borne and paid by the latter, it being recorded that the sale of the
said property constitutes an integral part of the disposition of the WESTWITS PLANT ENTERPRISE
as a going concern and accordingly the provisions of clause 11 of the MAIN
AGREEMENT are applicable thereto.  17.Severability
of Contract  In the event of any
provisions of the AGREEMENT being invalid, such provision/s
shall be regarded as severable from the remainder of the AGREEMENT which shall remain
of full force and effect.  53 
   18.Whole
Agreement  The AGREEMENT, as read with the MAIN
AGREEMENT, constitutes the entire contract between the PARTIES
and no amendment or consensual cancellation of the AGREEMENT or any provision or
term thereof, and no extension of time, waiver, relaxation or suspension of any
of the provisions or terms of the AGREEMENT, shall be of legal efficacy save
insofar as the same is reduced to writing and signed by the PARTIES.  Thus done and signed by DRD
at Johannesburg on this the 6th day of June 2003, in the presence of the
undersigned witnesses.   As witnesses:-
  For:  Durban Roodepoort Deep, Limited/s/ Mr Ronald Mendelow1./s/ Mr Jacob Hendrik
  Dissel2.   Thus done and signed by WESTWITS
at Johannesburg on this the 6th day of June 2003, in the presence of the
undersigned witnesses.  As witnesses:-
  For:  West Witwatersrand Gold Mines Limited/s/ Mr Ronald Mendelow1./s/ Mr Ian Louis Murray2.  54 
   Thus done and signed by MOGALE
at Johannesburg on this the 6th day of June 2003, in the presence of the
undersigned witnesses.   As witnesses:-
  For:  Mogale Gold (Proprietary) Limited/s/ Mr Ivan S Levy1./s/ Vredeber Freiherr
  von Ketelhodt2.   Thus done and signed by LUIPAARDS
VLEI at Johannesburg on this the 6th day of June 2003, in the
presence of the undersigned witnesses.   As witnesses:-
  For:  Luipaards Vlei Estates Limited/s/ Mr Ivan S Levy1./s/ Vredeber Freiherr
  von Ketelhodt2.-  director 
  -  55 
   Annexe
A  Extract from the minutes of a meeting of the board of directors of
Durban Roodepoort Deep, Limited, held at Johannesburg, on the 6th
day of June 2003   Resolved that:-  1.
  
  The company enters into an agreement with West Witwatersrand Gold
  Mines Limited, Mogale Gold (Proprietary) Limited, and Luipaards Vlei Estates
  (Proprietary) Limited, upon the terms and conditions contained in a draft of
  such agreement which was tabled at this meeting.2.
  
  Mr Jacob Hendrik Dissel in his capacity as a director of the company,
  be and he is hereby authorised to sign the said agreement for and on behalf
  of the company.Certified True ExtractsMr Ian Louis MurrayChairman of the Meeting  
   Annexe
B   Extract from the minutes of a meeting of the board of directors of West
Witwatersrand Gold Mines Limited, held at Johannesburg, on the 6th
day of June 2003   Resolved that:-  1.
  
  The company enters into an agreement with Durban Roodepoort Deep,
  Limited, Mogale Gold (Proprietary) Limited and Luipaards Vlei Estates
  (Proprietary) Limited, upon the terms and conditions contained in a draft of
  such agreement which was tabled at this meeting.2.
  
  Mr Ian Louis Murray in his capacity as a director of the company, be
  and he is hereby authorised to sign the said agreement for and on behalf of
  the company.Certified True ExtractsMr Jacob Hendrik DisselChairman of the Meeting  
   Annexe
C  Extract from the minutes of a meeting of the board of directors of
Mogale Gold (Proprietary) Limited, held at Johannesburg, on the 6th
day of June 2003   Resolved that:-  1.
  
  The company enters into an agreement with Durban Roodepoort Deep,
  Limited, West Witwatersrand Gold Mines Limited and Luipaards Vlei Estates
  (Proprietary) Limited, upon the terms and conditions contained in a draft of
  such agreement which was tabled at this meeting.2.
  
  Vredeber Freiherr von
  Ketelhodt, in
  his capacity as a director of the company, be and he is hereby authorised to
  sign the said agreement for and on behalf of the company.Certified True ExtractsChairman of the Meeting  
   Annexe
D  Extract from the minutes of a meeting of the board of directors of
Luipaards Vlei Estates (Proprietary) Limited, held at Johannesburg, on the 6th
day of June 2003   Resolved that:-  1.
  
  The company enters into an agreement with Durban Roodepoort Deep,
  Limited, West Witwatersrand Gold Mines Limited and Mogale Gold (Proprietary)
  Limited, upon the terms and conditions contained in a draft of such agreement
  which was tabled at this meeting.2.
  
  Vredeber Freiherr von
  Ketelhodt, in
  his capacity as a director of the company, be and he is hereby authorised to
  sign the said agreement for and on behalf of the company.Certified True ExtractsChairman of the Meeting  
  Annexe E   Specimen
of POWER OF ATTORNEY in relation to LUIPAARDS VLEI GNB  (vide
clause 1.1.28.1 supra)  
   Annexe E(1)   Specimen of LUIPAARDS VLEI GNB  (vide
clauses 1.1.16 supra)  
  Annexe F   Copy of MAIN AGREEMENT  (vide
clause 1.1.18 supra)  
  Annexe G(1)   Specimen of MOGALE GNB  (vide
clause 1.1.21 supra)  
   Annexe
I   Scheduleof Particulars of employees and valuations  (vide
clause 7.7 supra)