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                                                                     EXHIBIT 2.4

                      FORM OF REGISTRATION RIGHTS AGREEMENT

                         DURBAN ROODEPOORT DEEP, LIMITED

                      6% SENIOR CONVERTIBLE NOTES DUE 2006

                          REGISTRATION RIGHTS AGREEMENT

                                                               November 12, 2002

CIBC World Markets Corp.
425 Lexington Avenue
New York, New York  10017

Ladies and Gentlemen:

     Durban Roodepoort Deep, Limited, a corporation incorporated under the laws
of the Republic of South Africa (the "Company"), proposes to issue and sell to
the Purchaser (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) its 6% Senior Convertible Notes due 2006 (the
"Securities"). As an inducement to the Purchaser to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Purchaser
thereunder, the Company agrees with the Purchaser for the benefit of holders (as
defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

1.   DEFINITIONS.

     (a)    Capitalized terms used herein without definition shall have the
     meanings ascribed thereto in the Purchase Agreement. As used in this
     Registration Rights Agreement (the "Agreement"), the following defined
     terms shall have the following meanings:

     "ADRs" mean American Depositary Receipts evidencing American Depositary
Shares representing Ordinary Shares of the Company issuable upon conversion of
the Securities.

     "AFFILIATE" of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with such specified person. For purposes of this definition, control of a person
means the power, direct or indirect, to direct or cause the direction of the
management and policies of such person whether by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

     "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close.

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     "COMMISSION" means the United States Securities and Exchange Commission, or
any other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular purpose.

     "DAMAGES PAYMENT DATE" means each 30th day following the accrual of
Liquidated Damages.

     "DTC" means The Depositary Trust Company.

     "EFFECTIVENESS PERIOD" has the meaning assigned thereto in Section 2(b)(i)
hereof.

     "EFFECTIVE TIME" means the date on which the Commission declares the Shelf
Registration Statement effective or on which the Shelf Registration Statement
otherwise becomes effective.

     "ELECTING HOLDER" means any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire in accordance with
Section 4(a)(i) and 4(a)(ii).

     "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as
amended.

     "INDENTURE" means the Indenture, dated as of November 12, 2002, between the
Company and Bank of New York, as amended and supplemented from time to time in
accordance with its terms.

     "LIQUIDATED DAMAGES" means liquidated damages payable by the Company to the
holders of the Securities in the manner set out in Section 3 hereof.

     "MANAGING UNDERWRITER" means the investment banker or investment bankers
and manager or managers that shall administer an underwritten offering, if any,
conducted pursuant to Section 8 hereto.

     "NASD" means the National Association of Securities Dealers, Inc.

     "NASD RULES" means the rules of the National Association of Securities
Dealers, Inc., as amended from time to time.

     "NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement and
Selling Securityholder Questionnaire, substantially in the form of Exhibit A
attached hereto, relating to the Securities.

     "ORDINARY SHARES" means the ordinary shares in the capital of the Company.

     "PERSON" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

     "PROSPECTUS" means the prospectus (including, without limitation, any
preliminary prospectus, any final prospectus and any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon

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Rule 430A under the Securities Act) included in the Shelf Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by the Shelf Registration Statement and by all other amendments and
supplements to such prospectus, including all material incorporated by reference
in such prospectus and all documents filed after the date of such prospectus by
the Company under the Exchange Act and incorporated by reference therein.

     "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of November 4,
2002, between the Company and the Purchaser.

     "PURCHASER" means the CIBC World Markets Corp. or CIBC World Markets Inc.,
as the case may be.

     "REGISTRABLE SECURITIES" means all or any portion of the Securities issued
from time to time under the Indenture and the Ordinary Shares or ADRs issuable
upon conversion of such Securities; provided, however, that a security ceases to
be a Registrable Security on the earlier of:

                 (i)   the date on which such security has been registered
                       pursuant to an effective registration statement under the
                       Securities Act and disposed of in accordance with the
                       Shelf Registration Statement;

                (ii)   the date on which such security is transferred in
                       compliance with Rule 144 or may be sold or transferred by
                       a person who is not an Affiliate of the Company
                       immediately without volume or manner of sale restrictions
                       pursuant to Rule 144(k) under the Securities Act (or any
                       other similar provision then in force); or

               (iii)   the date on which such security ceases to be outstanding
                       (whether as a result of redemption, repurchase and
                       cancellation, conversion or otherwise).

     "RULES AND REGULATIONS" means the published rules and regulations of the
Commission promulgated under the Securities Act or the Exchange Act, as in
effect at any relevant time.

     "SECURITIES ACT" means the United States Securities Act of 1933, as
amended.

     "SHELF REGISTRATION" means a registration effected pursuant to Section 2
hereof.

     "SHELF REGISTRATION STATEMENT" means a "shelf" registration statement filed
under the Securities Act providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable Securities
pursuant to Rule 415 under the Securities Act and/or any similar rule that may
be adopted by the Commission, filed by the Company pursuant to the provisions of
Section 2 of this Agreement, including the Prospectus contained therein, any
amendments and supplements to such registration statement, including
post-effective amendments, and all exhibits and all material incorporated by
reference in such registration statement.

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     "TRUST INDENTURE ACT" means the United States Trust Indenture Act of 1939,
or any successor thereto, and the rules, regulations and forms promulgated
thereunder, as in effect on the date the Indenture is qualified under the Trust
Indenture Act.

     "UNDERWRITER" means any underwriter of Registrable Securities in connection
with an offering thereof under a Shelf Registration Statement.

     "UNDERWRITTEN OFFERING" means an offering in which Registrable Securities
of the Company are sold to an underwriter for reoffering to the public.

     (b)    Wherever there is a reference in this Agreement to a percentage of
     the "principal amount" of Registrable Securities or to a percentage of
     Registrable Securities, Ordinary Shares and ADRs shall be treated as
     representing the principal amount of Securities which was surrendered for
     conversion or exchange in order to receive such number of shares of
     Ordinary Shares or ADRs.

2.   SHELF REGISTRATION.

     (a)    The Company shall, as promptly as is practicable but not later than
     90 calendar days after the Closing Date (as defined in the Purchase
     Agreement), file with the Commission a Shelf Registration Statement
     relating to the offer and sale of the Registrable Securities and,
     thereafter, shall use its reasonable best efforts to cause such Shelf
     Registration Statement to be declared effective under the Securities Act as
     promptly as is practicable but in no event later than 180 calendar days
     after the Closing Date; PROVIDED, HOWEVER, that no holder shall be entitled
     to be named as a selling securityholder in the Shelf Registration Statement
     or to use the Prospectus for resales of Registrable Securities unless such
     holder is an Electing Holder (as defined herein).

     (b)    The Company shall:

                 (i)   subject to any notice by the Company of the commencement
                       of a Suspension Period (as defined herein), keep the
                       Shelf Registration Statement continuously effective and
                       in conformity with the requirements of this Agreement,
                       the Securities Act and the Rules and Regulations in order
                       to permit the Prospectus to be usable by holders for
                       resales of Registrable Securities for a period (the
                       "Effectiveness Period") that shall terminate on the
                       earlier of:

                       A.     the date on which all of the Registrable
                              Securities have been registered pursuant to the
                              Shelf Registration Statement and disposed of in
                              accordance with the Shelf Registration Statement;

                       B.     the date on which holders of Registrable
                              Securities who are not affiliates of the Company
                              are able to sell such securities immediately
                              without volume or manner of sale restrictions
                              pursuant to Rule 144(k) under the Securities Act
                              (or any other similar provision then in force);

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                       C.     the date on which all Registrable Securities have
                              ceased to be outstanding (whether as a result of
                              redemption, repurchase and cancellation,
                              conversion or otherwise); or

                       D.     two years following the date on which the Shelf
                              Registration Statement is declared effective.

                (ii)   after the Effective Time, promptly upon the request of
                       any holder of Registrable Securities that is not then an
                       Electing Holder, to take any action reasonably necessary
                       to enable such holder to use the Prospectus for resales
                       of Registrable Securities, including without limitation
                       any action necessary to identify such holder as a selling
                       securityholder in the Shelf Registration Statement;
                       provided, however, that nothing in this subparagraph
                       shall relieve such holder of the obligation to return a
                       completed and signed Notice and Questionnaire to the
                       Company in accordance with Section 4(a) (ii) hereof; and

               (iii)   ensure that a sufficient number of ADRs have been
                       registered on a Registration Statement on Form F-6 such
                       that the maximum number of Ordinary Shares that may be
                       issued upon conversion of the Securities may be sold in
                       the form of ADRs.

3.   LIQUIDATED DAMAGES.

     (a)    Liquidated Damages will accrue, and be payable by the Company to the
            holders of the Securities, on the Securities in the event that
            either of the following occur:

                 (i)   the Shelf Registration Statement has not been filed with
                       the Commission on or prior to the date which is 90 days
                       following the date of the Indenture (a "Filing Default");
                       or

                (ii)   if the Effective Time does not occur on or prior to the
                       date that is 180 days following the date of the Indenture
                       (a "Registration Default").

     (b)    In the event of a Filing Default, Liquidated Damages will accrue:

                 (i)   on the 91st day following the date of the Indenture, in
                       the amount of 1.0% of the principal amount of the
                       Securities outstanding on such date; and

                (ii)   until the Effective Time occurs, on each 30-day
                       anniversary thereafter on or before the one-year
                       anniversary of the date of the Indenture, at the rate of
                       0.2% of the principal amount of the Securities
                       outstanding on such 30-day anniversary date.

     (c)    In the event of a Registration Default without the occurrence of a
            Filing Default, Liquidated Damages will accrue:

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                 (i)   on the 181st day following the date of the Indenture in
                       the amount of 1.0% of the principal amount of the
                       Securities outstanding on such date; and

                (ii)   until the Effective Time occurs on each 30-day
                       anniversary thereafter on or before the one-year
                       anniversary of the date of the Indenture, at the rate of
                       0.2% of the principal amount of the Securities
                       outstanding on such 30-day anniversary date.

     (d)    In no event will the total Liquidated Damages under section 3(b)
            exceed 2.6% of the principal amount of the Securities issued. In no
            event will the total Liquidated Damages under section 3(c) exceed
            2.0% of the principal amount of the Securities issued. For the
            avoidance of doubt, in no event shall Liquidated Damages be payable
            under both section 3(b) and 3(c).

     (e)    The Company shall notify the Trustee as promptly as possible but in
            no event more than three Business Days after the date on which a
            Filing Default or a Registration Default occurs. Liquidated Damages
            will be paid by the Company on each Damages Payment Date in the same
            manner as interest on the Securities is paid under the Indenture.

     (f)    For the avoidance of doubt, Liquidated Damages accrue on and become
            payable to the holders of the Securities, whether or not the
            Securities are Registrable Securities.

4.   REGISTRATION PROCEDURES.

     (a)    In connection with the Shelf Registration Statement, the following
     provisions shall apply:

                 (i)   Not less than 30 calendar days prior to the Effective
                       Time, as determined by the Company in good faith, the
                       Company shall mail the Notice and Questionnaire to the
                       holders of Registrable Securities. No holder shall be
                       entitled to be named as a selling securityholder in the
                       Shelf Registration Statement as of the Effective Time,
                       and no holder shall be entitled to use the Prospectus for
                       offers of Registrable Securities at any time unless such
                       holder has returned a completed and signed Notice and
                       Questionnaire to the Company by the deadline for response
                       set forth therein; provided, however, that holders of
                       Registrable Securities shall have at least 20 calendar
                       days from the date on which the Notice and Questionnaire
                       is first mailed to such holders to return a completed and
                       signed Notice and Questionnaire to the Company.

                (ii)   After the Effective Time, the Company shall, upon the
                       request of any holder of Registrable Securities that is
                       not then an Electing Holder, promptly send a Notice and
                       Questionnaire to such holder. The Company shall not be
                       required to take any action to name such holder as a
                       selling securityholder in the Shelf Registration
                       Statement or to enable such holder to use the Prospectus
                       for resales of Registrable Securities until such holder
                       has returned a completed and signed

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                       Notice and Questionnaire to the Company. The Company
                       shall, as promptly as reasonably practicable after the
                       date a Notice and Questionnaire is delivered, an in any
                       event not later than 30 Business Days after such date if
                       required by applicable law, rules and regulations, file
                       with the Commission on a post-effective amendment to the
                       Shelf Registration Statement or prepare and, if required
                       by applicable law, file a supplement to the related
                       Prospectus or a supplement or amendment to any document
                       incorporated therein by reference or file any other
                       required document so that the holder delivering such
                       Notice and Questionnaire is named as a selling
                       securityholder in the Shelf Registration Statement and
                       the related Prospectus to purchasers of the Registrable
                       Securities in accordance with applicable law and, if the
                       Company shall file a post-effective amendment to the
                       Shelf Registration Statement, use its reasonable best
                       efforts to cause such post-effective amendment to be
                       declared effective under the Securities Act as promptly
                       as is practicable, but in any event by the date that is
                       60 days after the date such post-effective amendment is
                       required by this section to be filed.

     (b)    The Company shall furnish to each Electing Holder, each underwriter,
     if any, and their respective counsel no fewer than five Business Days prior
     to the initial filing of the Shelf Registration Statement, a copy of such
     Shelf Registration Statement, and shall furnish to such persons no fewer
     than two Business Days prior to the filing of any amendment or supplement
     to the Prospectus, a copy of such amendment or supplement and shall use all
     reasonable efforts to reflect in each such document when so filed with the
     Commission such comments as such holders and their respective counsel
     reasonably may propose. If any such Shelf Registration Statement refers to
     any Electing Holder by name or otherwise as the holder of any securities of
     the Company, then such Electing Holder shall have the right to require (i)
     the insertion therein of language, in form and substance reasonably
     satisfactory to such Electing Holder, to the effect that the holding by
     such Electing Holder of such securities is not to be construed as a
     recommendation by such Electing Holder of the investment quality of the
     Company's securities covered thereby and that such holding does not imply
     that such Electing Holder will assist in meeting any future financial
     requirements of the Company or (ii) in the event that such reference to
     such Electing Holder by name or otherwise is not required by the Securities
     Act or any similar Federal statute then in force, the deletion of the
     reference to such Electing Holder in any amendment or supplement to the
     Registration Statement filed or prepared subsequent to the time that such
     reference ceases to be required.

     (c)    From the date hereof until the end of the Effective Period, the
     Company shall (subject to paragraph (j) below) promptly take such action as
     may be necessary so that (i) each of the Shelf Registration Statement and
     any amendment thereto and the Prospectus and any amendment or supplement
     thereto (and each report or other document incorporated by reference
     therein in each case) complies in all material respects with the Securities
     Act and the Exchange Act and the respective rules and regulations
     thereunder, (ii) each of the Shelf Registration Statement and any amendment
     thereto does not, when it becomes effective, contain an untrue statement of
     a material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which

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     they were made, not misleading and (iii) each of the Prospectus and any
     amendment or supplement to the Prospectus does not at any time during the
     Effectiveness Period include an untrue statement of a material fact or omit
     to state a material fact necessary in order to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading.

     (d)    The Company shall promptly (and in any event within three Business
     Days) advise the underwriter(s), if any, and each Electing Holder, and
     shall confirm such advice in writing if so requested by any such holder
     (which notice pursuant to clauses (ii) through (v) hereof shall be
     accompanied by an instruction to suspend the use of the Prospectus until
     the requisite changes have been made):

                 (i)   when the Shelf Registration Statement and any amendment
                       thereto has been filed with the Commission and when the
                       Shelf Registration Statement or any post-effective
                       amendment thereto has become effective and when the
                       Prospectus or any Prospectus supplement or post-effective
                       amendment has been filed;

                (ii)   of the request by the Commission for amendments to the
                       Shelf Registration Statement or amendments or supplements
                       to the Prospectus or for additional information relating
                       thereto;

               (iii)   of the issuance by the Commission of any stop order
                       suspending the effectiveness of the Shelf Registration
                       Statement or the initiation of any proceedings for such
                       purpose;

                (iv)   of the receipt by the Company of any notification with
                       respect to the suspension of the qualification of the
                       securities included in the Shelf Registration Statement
                       for sale in any jurisdiction or the initiation of any
                       proceeding for such purpose; and

                 (v)   of the existence of any fact or the occurrence of any
                       event that makes any statement of a material fact made in
                       the Shelf Registration statement, the prospectus, any
                       amendment or supplement thereto, or any document
                       incorporated by reference therein untrue, or that
                       requires the making of any additions to or changes in the
                       Shelf Registration Statement or the Prospectus in order
                       to make the statements therein not misleading.

     (e)    The Company shall use all reasonable efforts to prevent the issuance
     of any order suspending the effectiveness of the Shelf Registration
     Statement.

     (f)    If the Shelf Registration Statement or any Subsequent Shelf
     Registration Statement (as defined below) ceases to be effective for any
     reason at any time during the Effectiveness Period, the Company shall use
     its reasonable best efforts to obtain the prompt withdrawal of any order
     suspending the effectiveness thereof, and in any event shall within 30 days
     of such cessation of effectiveness amend the Shelf Registration Statement
     in a manner reasonably expected to obtain the withdrawal of the order
     suspending the effectiveness thereof, or file an additional Shelf
     Registration Statement covering all outstanding Registrable Securities as
     of the date of such filing (a "Subsequent Shelf Registration Statement").
     If a Subsequent Shelf Registration

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     Statement is filed, the Company shall use its reasonable best efforts to
     cause the Subsequent Shelf Registration Statement to become effective as
     promptly as is practicable after such filing and to keep such Subsequent
     Shelf Registration Statement continuously effective until the end of the
     Effectiveness Period.

     (g)    The Company shall furnish to each requesting Electing Holder, and to
     each of the underwriter(s), if any, without charge, at least one copy of
     the Shelf Registration Statement and all post-effective amendments thereto,
     including financial statements and schedules, and, if such holder so
     requests in writing, all reports, other documents and exhibits that are
     filed with or incorporated by reference in the Shelf Registration
     Statement.

     (h)    The Company shall, during the Effectiveness Period, deliver to each
     Electing Holder and to each of the underwriter(s), if any, without charge,
     as many copies of the Prospectus (including each preliminary Prospectus)
     and any amendment or supplement thereto as such Electing Holder may
     reasonably request; and the Company consents (except during a Suspension
     Period or during the continuance of any event described in Section
     4(d)(ii)-(v) above) to the use of the Prospectus and any amendment or
     supplement thereto by each of the Electing Holders and the underwriters, if
     any, in connection with the offering and sale of the Registrable Securities
     covered by the Prospectus and any amendment or supplement thereto during
     the Effectiveness Period.

     (i)    Prior to any offering of Registrable Securities pursuant to the
     Shelf Registration Statement, the Company shall (i) register or qualify or
     cooperate with the Electing Holders, the underwriter(s), if any, and their
     respective counsel in connection with the registration or qualification of
     such Registrable Securities for offer and sale under the securities or
     "blue sky" laws of such jurisdictions within the United States as any
     Electing Holder may reasonably request, (ii) keep such registrations or
     qualifications in effect and comply with such laws so as to permit the
     continuance of offers and sales in such jurisdictions for so long as may be
     necessary to enable any Electing Holder or underwriter, if any, to complete
     its distribution of Registrable Securities pursuant to the Shelf
     Registration Statement, and (iii) take any and all other actions necessary
     or advisable to enable the disposition in such jurisdictions of such
     Registrable Securities; provided, however, that in no event shall the
     Company be obligated to (A) qualify as a foreign corporation or as a dealer
     in securities in any jurisdiction where it would not otherwise be required
     to so qualify but for this Section 3(h) or (B) file any general consent to
     service of process in any jurisdiction where it is not as of the date
     hereof so subject.

     (j)    The Company shall cooperate with the Electing Holders and the
     underwriters, if any, to facilitate the timely preparation and delivery of
     certificates representing Registrable Securities to be sold pursuant to the
     Shelf Registration Statement, which certificates shall not bear any
     restrictive legends and, if so required by any securities exchange upon
     which any Registrable Securities are listed, shall be penned, lithographed
     or engraved, or produced by any combination of such methods, on steel
     engraved borders, and which certificates shall be free of any restrictive
     legends and in such permitted denominations and registered in such names as
     Electing Holders or the underwriter(s), if any, may request in connection
     with the sale of Registrable Securities pursuant to the Shelf Registration
     Statement.

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     (k)    Upon the existence or occurrence of any fact or event contemplated
     by paragraph 4(d)(v) above, the Company shall prepare as promptly as
     practicable a post-effective amendment or supplement to the Shelf
     Registration Statement or the Prospectus, or any document incorporated
     therein by reference, or file any other required document so that, as
     thereafter delivered to purchasers of the Registrable Securities included
     therein, the Prospectus will not contain an untrue statement of a material
     fact or omit to state any material fact necessary to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading. Notwithstanding the foregoing, the Company may suspend the
     effectiveness of the Shelf Registration Statement by written notice to the
     Electing Holders for a period not to exceed an aggregate of 45 days in any
     90-day period, extendable to 75 days in any 90 day period in circumstances
     described below, or an aggregate of 90 days in any 12 month period (each
     such period, a "Suspension Period") if the board of directors of the
     Company determines in good faith that because of valid reasons including
     the acquisition or divestiture of assets, pending corporate developments
     and similar events, it is in the Company's best interest to do so. The
     Suspension Period can be extended to 75 days in any 90 day period if it
     possesses material non-public information the disclosure of which would
     have a material adverse effect on the Company and its subsidiaries taken as
     a whole or if such material undisclosed information relates to an
     undisclosed proposal or pending transaction and the Company believes
     reasonably that disclosure of such information would impede its ability to
     consummate such transaction. If the Company notifies the Electing Holders
     in accordance with clauses (ii) through (v) of paragraph 4(d) above to
     suspend the use of the Prospectus until the requisite changes to the
     Prospectus have been made, then each Electing Holder shall suspend the use
     of the Prospectus until (i) such Electing Holder has received copies of the
     supplemented or amended Prospectus contemplated by the first sentence of
     this paragraph or (ii) such Electing Holder is advised in writing by the
     Company that the use of the Prospectus may be resumed and has received
     copies of any additional or supplemental filings that are incorporated by
     reference in the Prospectus.

     (l)    Not later than the Effective Time, the Company shall provide a CUSIP
     number for the Registrable Securities that are debt securities.

     (m)    The Company shall comply with all applicable Rules and Regulations,
     and make generally available to its securityholders as soon as practicable,
     but in any event not later than eighteen months after (i) the effective
     date (as defined in Rule 158(c) under the Securities Act) of the Shelf
     Registration Statement, (ii) the effective date of each post-effective
     amendment to the Shelf Registration Statement, and (iii) the date of each
     filing by the Company with the Commission of an Annual Report on Form 20-F
     that is incorporated by reference in the Shelf Registration Statement, an
     earnings statement of the Company and its subsidiaries complying with
     Section 11(a) of the Securities Act and the Rules and Regulations of the
     Commission thereunder (including, at the option of the Company, Rule 158).

     (n)    Not later than the Effective Time, the Company shall cause the
     Indenture to be qualified under the Trust Indenture Act; in connection with
     such qualification, the Company shall cooperate with the Trustee under the
     Indenture and the Holders (as defined in the Indenture) to effect such
     changes to the Indenture as may be required for such Indenture to be so
     qualified in accordance with the terms of the Trust

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     Indenture Act; and the Company shall execute, and shall use all reasonable
     efforts to cause the Trustee to execute, all documents that may be required
     to effect such changes and all other forms and documents required to be
     filed with the Commission to enable such Indenture to be so qualified in a
     timely manner. In the event that any such amendment or modification
     referred to in this Section 3(m) involves the appointment of a new trustee
     under the Indenture, the Company shall appoint a new trustee thereunder
     pursuant to the applicable provisions of the Indenture.

     (o)    The Company shall enter into such customary agreements and take all
     other appropriate action in order to expedite and facilitate the
     registration and disposition of the Registrable Securities.

     (p)    The Company shall use all reasonable efforts to take all other steps
     necessary to effect the registration, listing offering and sale of the
     Registrable Securities covered by the Shelf Registration Statement
     contemplated hereby.

     (q)    Subject to Section 2(k), in the event of an underwritten offering
     conducted pursuant to Section 8 hereof, the Company shall, if requested,
     promptly include or incorporate in a Prospectus Supplement or
     post-effective amendment to the Shelf Registration Statement such
     information as the Managing Underwriters reasonably agree should be
     included therein and to which the Company does not reasonably object and
     shall make all required filings of such Prospectus supplement or
     post-effective amendment as soon as practicable after it is notified of the
     matters to be included or incorporated in such Prospectus supplement or
     post-effective amendment.

     (r)    The Company shall enter into such customary agreements (including an
     underwriting agreement in customary form in the event of an underwritten
     offering conducted pursuant to Section 8 hereof) and take all other
     appropriate action in order to expedite and facilitate the registration and
     disposition of the Registrable Securities, and in connection therewith, if
     an underwriting agreement is entered into, cause the same to contain
     indemnification provisions and procedures substantially similar to those
     set forth in Item 6 hereof with respect to all parties to be indemnified
     pursuant to Section 6 hereof.

     (s)    The Company shall make available at reasonable times for inspection
     by any underwriter participating in any disposition pursuant to the Shelf
     Registration Statement or one or more representatives of the Electing
     Holders, designated in writing by the holders of a majority of the
     principal amount of Registrable Securities (determined on a fully converted
     basis) included in the Shelf Registration Statement, and any attorney or
     accountant retained by such Electing Holders or any such underwriter, all
     financial and other records, pertinent corporate documents and properties
     of the Company as shall be reasonably necessary to enable them to exercise
     any applicable due diligence responsibilities, and to cause the Company's
     officers, directors, managers and employees to supply all information
     reasonably requested by any such representative or representatives of the
     Electing Holders, underwriter, attorney or accountant in connection with
     the Shelf Registration Statement after the filing thereof and before its
     effectiveness; provided, however, that any information designated by the
     Company as confidential at the time of delivery of such information shall
     be kept confidential by the recipient thereof.

                                       11
<Page>

     (t)    If reasonably requested by any Electing Holders, the Company will
     promptly incorporate in the Shelf Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such holders may from time to time reasonably request to
     have included therein, including, without limitation, (i) information
     concerning such holders, if any, and the distribution of the Registrable
     Securities of such holders, (ii) information relating to the "Plan of
     Distribution" of the Registrable Securities of such holders, and (iii) any
     other terms of the offering of the Registrable Securities to be sold in
     such offering; and the Company will make all required filings of such
     Prospectus supplement or post-effective amendment as soon as reasonably
     practicable after the Company is notified of the matters to be incorporated
     in such Prospectus supplement or post-effective amendment.

     (u)    In connection with any underwritten offering conducted pursuant to
     Section 8 hereof, the Company shall:

                 (i)   make such representations and warranties to the holders
                       participating in such underwritten offering and to the
                       Managing Underwriters in form, scope and substance as are
                       customarily made to underwriters in primary underwritten
                       offerings of equity and convertible debt securities, and
                       covering matters including, but not limited to, those set
                       forth in the Purchase Agreement;

                (ii)   obtain opinions of counsel to the Company (which counsel
                       and opinions, in form, scope and substance, shall be
                       reasonably satisfactory to the Managing Underwriters)
                       addressed to the underwriters, covering such matters as
                       are customarily covered in opinions requested in primary
                       underwritten offerings of equity and convertible debt
                       securities and such other matters as may be reasonably
                       requested by such underwriters (it being agreed that the
                       matters to be covered by such opinions shall include,
                       without limitation, as of the date of the opinion and as
                       of the Effective Time of the Shelf Registration Statement
                       or most recent post-effective amendment thereto, as the
                       case may be, the absence from the Shelf Registration
                       Statement and the Prospectus, including the documents
                       incorporated by reference therein, of an untrue statement
                       of a material fact required to be stated therein or
                       necessary to make the statements therein (in the case of
                       the Prospectus, in light of the circumstances under which
                       they were made) not misleading;

               (iii)   obtain comfort letters and updates thereof from the
                       independent public accountants of the Company (and, if
                       necessary, from the independent public accountants of any
                       subsidiary of the Company or of any business acquired by
                       the Company for which financial statements and financial
                       data are, or are required to be, included in the Shelf
                       Registration Statement), addressed to the underwriters,
                       in customary form and covering matters of the type
                       customarily covered in comfort letters in connection with
                       primary underwritten offerings; and

                                       12
<Page>

                (iv)   deliver such documents and certificates as may be
                       reasonably requested by any Holders participating in such
                       underwritten offering and the Managing Underwriters, if
                       any, including, without limitation, certificates to
                       evidence compliance with any conditions contained herein
                       or in the underwriting agreement or other agreements
                       entered into by the Company;

                 (v)   if reasonably requested by any holder participating in
                       such underwritten offering or the underwriters, promptly
                       incorporate in the Shelf Registration Statement or
                       Prospectus, pursuant to a supplement or post-effective
                       amendment if necessary, such information as such holder
                       or underwriter may from time to time reasonably request
                       to have included therein, including, without limitation:
                       (i) information concerning such holder and the
                       underwriters, (ii) information relating to the "Plan of
                       Distribution" of the Registrable Securities, (iii)
                       information with respect to the principal amount of
                       Securities or number of Ordinary Shares or ADRs being
                       sold to such underwriters, (iv) the purchase price being
                       paid therefor and (v) any other terms of the offering of
                       the Registrable Securities to be sold in such offering;
                       and make all required filings of such Prospectus
                       supplement or post-effective amendment as soon as
                       reasonably practicable after the Company is notified of
                       the matters to be incorporated in such Prospectus
                       supplement or post-effective amendment;

                (vi)   if reasonably requested by the underwriters, make
                       appropriate officers of the Company available to the
                       underwriters for "road show" meetings with prospective
                       purchasers of the Registrable Securities and prepare and
                       present to potential investors customary "road show"
                       material in a manner consistent with other new issuances
                       of other securities similar to the Registrable
                       Securities; and

               (vii)   cooperate and assist in any filings required to be made
                       with the NASD and in the performance of any due diligence
                       investigation by any underwriter that is required to be
                       retained in accordance with the rules and regulations of
                       the NASD.

5.   REGISTRATION EXPENSES.

     (a)    All fees and expenses incident to the performance of or compliance
     with this Agreement by the Company shall be borne by it whether or not any
     Shelf Registration Statement is filed or becomes effective and whether or
     not any securities are issued or sold pursuant to any Shelf Registration
     Statement. The fees and expenses referred to in the foregoing sentence
     shall include, without limitation, (i) all registration and filing fees
     (including without limitation fees and expenses (A) with respect to filings
     required to be made with the NASD and (B) in compliance with securities or
     Blue Sky laws (including without limitation and in addition to that
     provided for in (b) below, reasonable fees and disbursements of counsel for
     the Purchaser or counsel for the holders of Registrable Securities in
     connection with Blue Sky qualifications of the Registrable Securities )),
     (ii) printing expenses (including without limitation expenses of printing
     certificates for Registrable Securities in a form eligible for deposit with
     DTC and of printing Prospectuses if the printing of Prospectuses is
     requested by the

                                       13
<Page>

     Purchaser), (iii) messenger, telephone and delivery expenses, (iv) the fees
     and disbursements of counsel for the Company and one counsel for the
     holders of Registrable Securities, in accordance with the provisions of
     Section 4(b) hereof, (v) fees and disbursements of all independent
     certified public accountants of the Company (including without limitation
     the expenses of any special audit and "comfort" letters required by or
     incident to such performance), (vi) Securities Act liability insurance, if
     the Company desires such insurance, and (vii) fees and expenses of all
     other persons, including special experts, retained by the Company. In
     addition, the Company shall pay its internal expenses (including without
     limitation all salaries and expenses of its officers and employees
     performing legal or accounting duties), the expense of any annual audit,
     and the fees and expenses incurred in connection with the listing on the
     NASDAQ of the ADRs issuable upon conversion of the Securities.
     Notwithstanding the foregoing or anything in this Agreement to the
     contrary, each holder of the Registrable Securities being registered shall
     pay all commissions, placement agent fees and underwriting discounts and
     commissions with respect to any Registrable Securities sold by it and the
     fees and disbursements of any counsel or other advisors or experts retained
     by such holders (severally or jointly), other than counsel and local
     counsel referred to in clause (iv) above.

     (b)    In connection with any registration hereunder, the Company shall
     reimburse the holders of the Registrable Securities being registered in
     such registration for the reasonable fees and disbursements of not more
     than one counsel chosen by the holders of a majority in amount of the
     Registrable Securities (determined on a fully converted basis) for whose
     benefit the applicable Shelf Registration Statement is being prepared.

6.   INDEMNIFICATION AND CONTRIBUTION.

     (a)    INDEMNIFICATION BY THE COMPANY. Upon the registration of the
     Registrable Securities pursuant to Section 2 hereof, the Company shall
     indemnify and hold harmless each Electing Holder, the Purchaser, and each
     of their respective officers and directors and each person who controls
     such Electing Holder or the Purchaser within the meaning of Section 15 of
     the Securities Act or Section 20 of the Exchange Act (each such person
     being sometimes referred to as an "Indemnified Person") against any losses,
     claims, damages or liabilities, joint or several, to which such Indemnified
     Person may become subject under the Securities Act or otherwise, insofar as
     such losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon an untrue statement or alleged untrue
     statement of a material fact contained in any Shelf Registration Statement
     or any Prospectus contained therein or prepared by the Company, or any
     amendment or supplement thereto, or arise out of or are based upon the
     omission or alleged omission to state therein a material fact required to
     be stated therein or necessary to make the statements therein, in light of
     the circumstances in which they were made, not misleading, and the Company
     hereby agrees to reimburse such Indemnified Person for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such action or claim as such expenses are incurred; provided,
     however, that the Company shall not be liable to any such Indemnified
     Person in any such case to the extent that any such loss, claim, damage or
     liability arises out of or is based upon an untrue statement or alleged
     untrue statement or omission or alleged omission made in such Shelf
     Registration Statement or

                                       14
<Page>

     Prospectus, or amendment or supplement thereto, in reliance upon and in
     conformity with written information furnished to the Company by or on
     behalf of such Indemnified Person expressly for use therein.

     (b)    INDEMNIFICATION BY THE HOLDERS. Each Electing Holder agrees,
     severally and not jointly, as a consequence of the inclusion of any of such
     holder's Registrable Securities in any Shelf Registration Statement, to (i)
     indemnify and hold harmless the Company, its directors and executive
     officers who sign such Shelf Registration Statement and each person, if
     any, who controls the Company within the meaning of either Section 15 of
     the Securities Act or Section 20 of the Exchange Act, against any losses,
     claims, damages or liabilities to which the Company or such other persons
     may become subject, under the Securities Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon an untrue statement or alleged untrue
     statement of a material fact contained in such Shelf Registration Statement
     or Prospectus, or any amendment or supplement thereto, or arise out of or
     are based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, in each case to the extent, but only to the extent,
     that such untrue statement or alleged untrue statement or omission or
     alleged omission was made in reliance upon and in conformity with written
     information furnished to the Company by or on behalf of such Electing
     Holder expressly for use therein and (ii) reimburse the Company and its
     directors and officers who sign such Shelf Registration Statement for any
     legal or other expenses reasonably incurred by the Company and such
     directors and officers in connection with investigating or defending any
     such action or claim as such expenses are incurred.

     (c)    NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified
     party under subsection (a) or (b) of this Section 6 of notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party under this
     Section 6, notify such indemnifying party in writing of the commencement
     thereof; but the omission to so notify the indemnifying party shall not
     relieve it from any liability which it may have to any indemnified party
     otherwise than under this Section 6. In the case that any such action is
     brought against any indemnified party it shall notify the indemnifying
     party of the commencement thereof and such indemnifying party shall be
     entitled to participate therein and, to the extent that it shall wish,
     jointly with any other indemnifying party similarly notified, to assume the
     defense thereof, with counsel satisfactory to such indemnified party (who
     shall not, except with the consent of the indemnified party, be counsel to
     the indemnifying party), and, after notice from the indemnifying party to
     such indemnified party of its election so to assume the defense thereof,
     such indemnifying party shall not be liable to such indemnified party under
     this Section 6 for any legal expenses of other counsel or any other
     expenses, in each case subsequently incurred by such indemnified party, in
     connection with the defense thereof other than reasonable costs of
     investigation; provided, however, that if any indemnified party reasonably
     determines that there may be legal defenses available to such indemnified
     party which are different from or in addition to those available to such
     indemnifying party or that representation of such indemnifying party and
     any indemnified party by the same counsel would present a conflict of
     interest, then such indemnifying party or parties shall not be entitled to
     assume such defense. If an indemnifying party is not entitled to assume the
     defense of such action as a result of the proviso to the preceding

                                       15
<Page>

     sentence, counsel for such indemnified party or parties shall be entitled
     to conduct the defense of such indemnified party or parties. In no event
     shall the indemnifying party be liable for the fees and expenses of more
     than one counsel (in addition to any local counsel) separate from its own
     counsel for all indemnified parties in connection with any one action. No
     indemnifying party shall, without the written consent of the indemnified
     party, which consent will not be unreasonably withheld, effect the
     settlement or compromise of, or consent to the entry of any judgment with
     respect to, any pending or threatened action or claim in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified party is an actual or potential party to such action or claim)
     unless such settlement, compromise or judgment (i) includes an
     unconditional release of the indemnified party from all liability arising
     out of such action or claim and (ii) does not include a statement as to, or
     an admission of, fault, culpability or a failure to act, by or on behalf of
     any indemnified party.

     (d)    CONTRIBUTION. If the indemnification provided for in this Section 6
     is unavailable to or insufficient to hold harmless an indemnified party
     under subsection (a) or (b) of this Section 6 in respect of any losses,
     claims, damages or liabilities (or actions in respect thereof) referred to
     therein, then each indemnifying party shall contribute to the amount paid
     or payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (or actions in respect thereof) in such proportion
     as is appropriate to reflect the relative fault of the indemnifying party
     and the indemnified party in connection with the statements or omissions
     which resulted in such losses, claims, damages or liabilities (or actions
     in respect thereof), as well as any other relevant equitable
     considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contribution pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the Electing Holders or any underwriters, selling
     agents or other securities professionals or all of them were treated as one
     entity for such purpose) or by any other method of allocation which does
     not take account of the equitable considerations referred to in this
     Section 6(d). The amount paid or payable by an indemnified party as a
     result of the losses, claims, damages or liabilities (or actions in respect
     thereof) referred to above shall be deemed to include any legal or other
     fees or expenses reasonably incurred by such indemnified party in
     connection with investigating or defending any such action or claim. No
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Securities Act) shall be entitled to contribution from
     any person who was not guilty of such fraudulent misrepresentation. The
     obligations of the Electing Holders in this Section 6(d) to contribute
     shall be several in proportion to the percentage of principal amount of
     Registrable Securities registered or underwritten, as the case may be, by
     them and not joint.

     (e)    Notwithstanding any other provision of this Section 6, in no event
     will any Electing Holder be required to undertake liability to any person
     under this Section 5 for any amounts in excess of the dollar amount of the
     proceeds to be received by such

                                       16
<Page>

     holder from the sale of such holder's Registrable Securities (after
     deducting any fees, discounts and commissions applicable thereto) pursuant
     to any Shelf Registration Statement and (ii) securities professional be
     required to undertake liability to any person hereunder for any amounts in
     excess of the discount, commission or other compensation payable to such
     underwriter, selling agent or other securities professional with respect to
     the Registrable Securities underwritten by it and distributed to the
     public.

     (f)    The obligations of the Company under this Section 6 shall be in
     addition to any liability that the Company may otherwise have to any
     Indemnified Person and the obligations of any Indemnified Person under this
     Section 6 shall be in addition to any liability that such Indemnified
     Person may otherwise have to the Company. The remedies provided in this
     Section 6 are not exclusive and shall not limit any rights or remedies that
     may otherwise be available to an indemnified party at law or in equity.

7.   RULES 144 AND 144A.

     The Company agrees, for so long as any Registrable Securities remain
outstanding and during any period in which the Company (a) is not subject to
Section 13 of 15(d) of the Exchange Act, to make available, upon request of any
holder of Registrable Securities, to such holder or beneficial owner of
Registrable Securities in connection with any sale thereof and any prospective
purchaser of such Registrable Securities designated by such holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Registrable Securities pursuant to Rule 144A
under the Securities Act, and (b) is subject to Section 13 of 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Registrable Securities pursuant to Rule 144 under the
Securities Act.

8.   UNDERWRITTEN OFFERING

     Any holder of Registrable Securities who desires to do so may sell
Registrable Securities (in whole or in part) in an underwritten offering;
provided that (a) the Electing Holders of at least $20 million in aggregate
principal amount of the Registrable Securities shall request such an offering
and (b) at least such aggregate principal amount of such Registrable Securities
shall be included in such offering. Upon receipt of such a request the Company
shall provide all holders of Registrable Securities written notice of the
request, which notice shall inform such holders that they have the opportunity
to participate in the offering. In any such underwritten offering, the
investment banker or bankers and manager or managers that will administer the
offering will be selected by, and the underwriting arrangements with respect
thereto (including the size of the offering) will be approved by the holders of
a majority of the Registrable Securities to be included in such offering;
provided, however, that such investment bankers and managers and underwriting
arrangements must be reasonably satisfactory to the Company. No holder may
participate in any underwritten offering contemplated hereby unless such holder
completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such approved underwriting arrangements, and if such
holder is not then an Electing Holder, such holder returns a completed and
signed Notice and Questionnaire to the Company in accordance with Section 4
hereof within a reasonable amount of time before such underwritten offering. The
holders participating in any underwritten offering shall be responsible for any
underwriting discounts and commissions and fees and, subject to Section 5
hereof, expenses of their own counsel. The

                                       17
<Page>

Company shall pay all fees customarily borne by issuers, including but not
limited to filing fees, the fees and disbursements of its counsel and
independent public accountants and any printing expenses incurred in connection
with such underwritten offering. Notwithstanding the foregoing, no holders of
Securities shall have any "piggyback" rights on any underwritten offering
initiated by the Company.

9.   MISCELLANEOUS.

     (a)    REMEDIES. The Company acknowledges and agrees that any failure by
     the Company to comply with its obligations under this Agreement may result
     in material irreparable injury to the Purchaser or the holders of
     Registrable Securities for which there is no adequate remedy at law, that
     it will not be possible to measure damages for such injuries precisely and
     that, in the event of any such failure, the Purchaser or any holder of
     Registrable Securities may obtain such relief as may be required to
     specifically enforce the Company's obligations hereunder. The Company
     further agrees to waive the defense in any action for specific performance
     where a remedy at law would be adequate.

     (b)    OTHER REGISTRATION RIGHTS. The Company will not, on or after the
     date of this Agreement, enter into any agreement with respect to its
     securities that is inconsistent with the rights granted to the holders of
     Registrable Securities in this Agreement or otherwise conflicts with the
     provisions hereof. The Company shall not permit any securities other than
     the Registrable Securities to be included in any Shelf Registration
     Statement. The rights granted to the holders of Registrable Securities
     hereunder do not in any way conflict with and are not inconsistent with the
     rights granted to the holders of the Company's securities under any
     agreement in effect on the date hereof.

     (c)    AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
     amended, modified or supplemented, and waivers or consents to or departures
     from the provisions hereof may not be given unless (i) in the case of
     Section 2 hereof and this Section 9(c)(i), the Company has obtained the
     written consent of holders of all outstanding Registrable Securities and
     (ii) in the case of all other provisions hereof, the Company has obtained
     the written consent of holders of a majority of the outstanding principal
     amount of Registrable Securities (determined on a fully converted basis)
     (excluding Registrable Securities held by the Company or its Affiliates).
     Notwithstanding the foregoing, a waiver or consent to departure from the
     provisions hereof that relates exclusively to the rights of holders whose
     Registrable Securities are being sold pursuant to a Shelf Registration
     Statement and that does not affect directly or indirectly the rights of
     other holders of Registrable Securities may be given by the holders of a
     majority of the outstanding principal amount of Registrable Securities
     (determined on a fully converted basis) being sold by such holders pursuant
     to such Shelf Registration Statement rather than registered under such
     Shelf Registration Statement.

     (d)    THIRD PARTY BENEFICIARY. The holders of Registrable Securities shall
     be third party beneficiaries to the agreements made hereunder between the
     Company, on the one hand, and the Purchaser, on the other hand, and shall
     have the right to enforce such agreements directly to the extent they may
     deem such enforcement necessary or advisable to protect its rights or the
     rights of holders of Registrable Securities hereunder.

                                       18
<Page>

     (e)    NOTICES. All notices and other communications provided for or
     permitted hereunder shall be given as provided in the Indenture.

     (f)    PARTIES IN INTEREST. The parties to this Agreement intend that all
     holders of Registrable Securities shall be entitled to receive the benefits
     of this Agreement and that any Electing Holder shall be bound by the terms
     and provisions of this Agreement by reason of such election with respect to
     the Registrable Securities that are included in a Shelf Registration
     Statement. All the terms and provisions of this Agreement shall be binding
     upon, shall inure to the benefit of and shall be enforceable by the
     respective successors and assigns of the parties hereto and any holder from
     time to time of the Registrable Securities to the aforesaid extent. In the
     event that any transferee of any holder of Registrable Securities shall
     acquire Registrable Securities, in any manner, whether by gift, bequest,
     purchase, operation of law or otherwise, such transferee shall, without any
     further writing or action of any kind, be entitled to receive the benefits
     of and, if an Electing Holder, be conclusively deemed to have agreed to be
     bound by and to perform all of the terms and provisions of this Agreement
     to the aforesaid extent.

     (g)    COUNTERPARTS. This Agreement may be executed in any number of
     counterparts and by the parties hereto in separate counterparts, each of
     which when so executed shall be deemed to be an original and all of which
     taken together shall constitute one and the same agreement.

     (h)    HEADINGS. The headings in this agreement are for convenience of
     reference only and shall not limit or otherwise affect the meaning,
     construction or interpretation hereof.

     (i)    GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the laws of the State of New York, including without
     limitation New York General Obligations Law Section 5-1401.

     (j)    SEVERABILITY. In the event that any one or more of the provisions
     contained herein, or the application thereof in any circumstance, is held
     invalid, illegal or unenforceable in any respect for any reason, the
     validity, legality and enforceability of any such provision in every other
     respect and of the remaining provisions hereof shall not be in any way
     impaired or affected thereby, it being intended that all of the rights and
     privileges of the parties hereto shall be enforceable to the fullest extent
     permitted by law.

     (k)    SURVIVAL. The respective indemnities, agreements, representations,
     warranties and other provisions set forth in this Agreement or made
     pursuant hereto shall remain in full force and effect, regardless of any
     investigation (or any statement as to the results thereof) made by or on
     behalf of any Electing Holder, any director, officer or partner of such
     holder, any agent or underwriter, any director, officer or partner of such
     agent or underwriter, or any controlling person of any of the foregoing,
     and shall survive the transfer and registration of the Registrable
     Securities of such holder.

     (l)    ENTIRE AGREEMENT. This Agreement is intended by the parties as a
     final expression of their agreement and intended to be a complete and
     exclusive statement of the agreement and understanding of the parties
     hereto in respect of the subject matter hereof. There are no restrictions,
     promises, warranties or undertakings, other

                                       19
<Page>

     than those set forth or referred to herein, with respect to the
     registration rights granted with respect to the Registrable Securities.
     This Agreement supersedes all prior agreements and understandings between
     the parties with respect to such subject matter.

     Please confirm by signing in the space provided below that the foregoing
correctly sets forth the agreement between the Company and you.

                                     Very truly yours,

                                     DURBAN ROODEPOORT DEEP, LIMITED


                                                By:  /s/ Ian Murray
                                                     --------------
                                                Name:  Ian Murray
                                                Title: CFO

CIBC WORLD MARKETS CORP.


By:   /s/ Wayne Adlam
      ---------------
      Name:  Wayne Adlam
      Title: Managing Director

                                       20
<Page>

                                    EXHIBIT A

                         DURBAN ROODEPOORT DEEP, LIMITED


                        Notice of Registration Statement
                                       and
                      SELLING SECURITYHOLDER QUESTIONNAIRE


                                     (Date)

     Reference is hereby made to the Registration Rights Agreement (the
"Registration Rights Agreement") between Durban Roodepoort Deep, Limited (the
"Company") and the Purchaser named therein. Pursuant to the Registration Rights
Agreement, the Company has filed with the United States Securities and Exchange
Commission (the "Commission") a registration statement on Form F-_ (the "Shelf
Registration Statement") for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the "Securities Act"), of the Company's 6%
Senior Convertible Notes due 2006 (the "Securities") and the Ordinary Shares or
American Depositary Receipts ("ADRs") issuable upon conversion thereof. A copy
of the Registration Rights Agreement is attached hereto. All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

     Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included in
the Shelf Registration Statement. In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire")
must be completed, executed and delivered to the Company's counsel at the
address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE].
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

     The term "REGISTRABLE SECURITIES" is defined in the Registration Rights
Agreement to mean all or any portion of the Securities issued from time to time
under the Indenture and the Ordinary Shares or ADRs issuable upon conversion of
such Securities; provided, however, that a security ceases to be a Registrable
Security in certain circumstances.

<Page>

                                    ELECTION

     The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and the Registrable Securities
listed below in Item (3). The undersigned, by signing and returning this Notice
and Questionnaire, agrees to be bound with respect to such Registrable
Securities by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, including without limitation Section 5 of the
Registration Rights Agreement as if the undersigned Selling Securityholder were
an original party thereto.

     The Selling Securityholder hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete:

                                  QUESTIONNAIRE

     Certain capitalized terms used in this Questionnaire are defined in
Appendix l attached hereto. Capitalized terms used in this Questionnaire but not
defined in Appendix 1 have the meanings given to them in the accompanying
letter.

(1)  (a)   Full legal name of Selling Securityholder:

     __________________________________________________________________________

     (i)   Is such Selling Securityholder a:

           / / Corporation   / / General Partnership

           / / Individual            / / Limited Partnership

           / / Other (please specify:____________________)

     (ii)  In what state is such Selling Securityholder organized or domiciled?

             ______________________________________

     (b)   Full legal name of Registered Holder (if not the same as in (a)
           above) of Registrable Securities listed in Item (4) below:

     __________________________________________________________________________

           (c)   Full legal name of DTC participant (if applicable and if not
                 the same as (b) above) through which Registrable Securities
                 listed in Item (4) below are held:

           ____________________________________________________________________

(2)  Address for Notices to Selling Securityholder:

                 ____________________________________
                 ____________________________________
                 ____________________________________
Telephone:       ____________________________________
Fax:             ____________________________________

<Page>

Contact Person:   ____________________________________

(3)  Beneficial Ownership of Securities by Another Entity or Individual:

     (a)   Is another entity or individual the Beneficial Owner of any
           Securities or Ordinary Shares or ADRs issued upon conversion
           of any Securities?

           / / No (skip questions (b)-(e) below)

           / / Yes (answer questions (b)-(e) below)

     (b)   What is the full legal name of such Beneficial Owner?

           _____________________________________________________________

     (c)   Is such Beneficial Owner a:

           / / Corporation   / / General Partnership

           / / Individual            / / Limited Partnership

           / / Other (please specify:____________________)

     (d)   In what state is such Beneficial Owner organized or domiciled?

           _____________________________________________________________

     (e)   Please provide the name, address and telephone number of a contact
           person for such Beneficial Owner.

           _____________________________________________________________

           _____________________________________________________________

           _____________________________________________________________

           _____________________________________________________________

(4)  Beneficial Ownership of Securities:

     EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT A
     BENEFICIAL OWNER OF ANY SECURITIES OR ORDINARY SHARES OR ADRs ISSUED UPON
     CONVERSION OF ANY SECURITIES.

     (a)   Principal amount of Registrable Securities (as defined in the
           Registration Rights Agreement) Beneficially Owned:

           ________________________________________ CUSIP No(s). of such
           Registrable Securities: ______________________________

<Page>

           Number of shares of ADRs (if any) issued upon conversion of such
           Registrable Securities: _______________________________

     (b)   Principal amount of Securities other than Registrable Securities
           Beneficially Owned:

           ____________________________________________________________________
           CUSIP No(s). of such other Securities:
           ____________________________________
           Number of Ordinary Shares or ADRs (if any) issued upon conversion of
           such other Securities:
           _______________________________________________________

     (c)   Principal amount of Registrable Securities that the undersigned
           wishes to be included in the Shelf Registration Statement:
           ________________________________ CUSIP No(s). of such Registrable
           Securities to be included in the Shelf Registration Statement:
           ___________________________________________________________

           Number of ADRs (if any) issued upon conversion of Registrable
           Securities that are to be included in the Shelf Registration
           State-ment:_____________

(5)  Beneficial Ownership of Other Securities of the Company:

     EXCEPT AS SET FORTH BELOW IN THIS ITEM (5), THE UNDERSIGNED SELLING
     SECURITYHOLDER IS NOT A BENEFICIAL OWNER OF ANY SECURITIES, ORDINARY
     SHARES, ADRs OR ANY OTHER SECURITIES OF THE COMPANY, OTHER THAN THE
     SECURITIES, ORDINARY SHARES AND ADRs LISTED ABOVE IN ITEM (4).
State any exceptions here:


(6)  Relationships with the Company:

     EXCEPT AS SET FORTH BELOW, NEITHER THE SELLING SECURITYHOLDER NOR ANY OF
     ITS AFFILIATES, OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (5% OR
     MORE) HAS HELD ANY POSITION OR OFFICE OR HAS HAD ANY OTHER MATERIAL
     RELATIONSHIP WITH THE COMPANY (OR ITS PREDECESSORS OR AFFILIATES) DURING
     THE PAST THREE YEARS.

State any exceptions here:


(7)  Plan of Distribution:

     EXCEPT AS SET FORTH BELOW, THE UNDERSIGNED SELLING SECURITYHOLDER INTENDS
     TO DISTRIBUTE THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM (4) ONLY AS
     FOLLOWS (IF AT ALL): SUCH REGISTRABLE SECURITIES MAY BE SOLD FROM TIME TO
     TIME DIRECTLY BY THE UNDERSIGNED SELLING SECURITYHOLDER OR, ALTERNATIVELY,
     THROUGH UNDERWRITERS, BROKER-DEALERS OR AGENTS WHO MAY RECEIVE DISCOUNTS,
     CONCESSIONS OR COMMISSIONS FROM THE SELLING

<Page>

     STOCKHOLDER OR THE PURCHASER. SUCH REGISTRABLE SECURITIES MAY BE SOLD IN
     ONE OR MORE TRANSACTIONS AT FIXED PRICES, AT PREVAILING MARKET PRICES AT
     THE TIME OF SALE, AT PRICES RELATING TO THE PREVAILING MARKET PRICES AT
     THE TIME OF SALE, AT VARYING PRICES DETERMINED AT THE TIME OF SALE, OR AT
     NEGOTIATED PRICES. SUCH SALES MAY BE EFFECTED IN TRANSACTIONS (WHICH MAY
     INVOLVE CROSSES OR BLOCK TRANSACTIONS) (i) ON ANY NATIONAL SECURITIES
     EXCHANGE OR QUOTATION SERVICE ON WHICH THE REGISTERED SECURITIES MAY BE
     LISTED OR QUOTED AT THE TIME OF SALE, (ii) IN THE OVER-THE-COUNTER MARKET,
     (iii) IN TRANSACTIONS OTHERWISE THAN ON SUCH EXCHANGES OR SERVICES OR IN
     THE OVER-THE-COUNTER MARKET, (iv) THROUGH THE WRITING OF OPTIONS, WHETHER
     SUCH OPTIONS ARE LISTED ON AN OPTION EXCHANGE OR OTHERWISE, OR (iv)
     THROUGH THE SETTLEMENT OF SHORT SALES. IN CONNECTION WITH SALES OF THE
     REGISTRABLE SECURITIES OR OTHERWISE, THE SELLING SECURITYHOLDER MAY ENTER
     INTO HEDGING TRANSACTIONS WITH BROKER-DEALERS OR OTHER FINANCIAL
     INSTITUTIONS, WHICH MAY IN TURN ENGAGE IN SHORT SALES OF THE REGISTRABLE
     SECURI-TIES IN THE COURSE OF HEDGING THE POSITIONS THEY ASSUME. THE
     SELLING SECURITYHOLDER MAY ALSO SELL REGISTRABLE SECURITIES SHORT AND
     DELIVER REGISTRABLE SECURITIES TO CLOSE OUT SUCH SHORT POSITIONS, OR LOAN
     OR PLEDGE REGISTRABLE SECURITIES TO BROKER-DEALERS THAT IN TURN MAY SELL
     SUCH SECURITIES.

State any exceptions here:


(8)  Are you a Member, an affiliate of a Member, or a person associated with a
     Member, of the National Association of Securities Dealers, Inc. (the
     "NASD")?

           Yes _____ No _____

     If the answer to Question 8 is "yes", state (a) the name of any such NASD
     Member, (b) the nature of your affiliation or association with such NASD
     Member, (c) information as to such NASD Member's participation in any
     capacity in the Offering or the original placement of the Securities, (d)
     the number of shares of equity securities or face value of debt securities
     of the Company owned by you, (e) the date such securities were acquired
     and (f) the price paid for such securities.

     __________________________________________________________________________
     __________________________________________________________________________
     __________________________________________________________________________

(9)  If you answered "yes" to Question 8 above, please fill out the following
     table with respect to any purchases from the Company or any of its
     Affiliates in a private placement within twelve months prior to the date
     hereof (excluding your purchase of the Shares).

<Table>
<Caption>
                                                               Amount and Name of            Price or Other
      Date of Purchase                   Seller                    Securities                Consideration
------------------------------------------------------------------------------------------------------------------
      <S>                                <C>                   <C>                           <C>
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
</Table>

<Page>

     Note: In no event may such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities without the prior agreement
of the Company.

     By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M. The Selling Securityholder also acknowledges that it
understands that the answers to this Questionnaire are furnished for use in
connection with the Registration Statement and any amendments or supplements
thereto filed with the SEC pursuant to the Securities Act of 1933, as amended.

     In the event that the Selling Securityholder transfers all or any portion
of the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

     By signing below, the Selling Securityholder consents to the disclosure of
the information contained herein in its answers to Items (1) through (9) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

     The Selling Securityholder acknowledges that material misstatements and
omissions of material facts in the Registration Statement and any amendments or
supplement thereto may give rise to civil and criminal liabilities to the
Company and to each officer and director of the Company signing the Registration
Statement and to other persons signing such document. As a result, in accordance
with the Selling Securityholder's obligation under Section 3(a) of the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Registration Rights Agreement
shall be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:

     (i)    to the Company:

            Durban Roodepoort Deep, Limited
            DRD Building 45 Empire Road, Parktown
            Johannesburg, South Africa
            P.O. Box 390 Maraisburg 1200

            Attention: Ian Murray

     (ii)   with a copy to:

            Bowman Gilfillan Inc.
            9th Floor, Twin Towers West,

<Page>

            Sandton City
            Johannesburg, South Africa
            2146 Sandton

            Attention: Ezra Davids

            and to:

            Fulbright &Jaworski LLP
            666 Fifth Avenue
            New York, New York
            10103-3198

            Attention:  Steven Suzzan

     Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company's counsel, the terms of this Notice
and Questionnaire, and the represen-tations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities Beneficially Owned by such Selling Securityholder and the Registrable
Securities listed in Item (3) above). This Agreement shall be governed in all
respects by the laws of the State of New York.

     I confirm that, to the best of my knowledge and belief, the foregoing
statements (including without limitation the answers to this Questionnaire) are
correct.

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.


Dated: __________________

                                ------------------------------------------------
                                                          Selling Securityholder
                                                     (Print/type full legal name
                                  of beneficial owner of Registrable Securities)


                                  By:
                                       ----------------------------------------
                                       Name:
                                       Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

<Page>

            Fulbright & Jaworski LLP
            666 Fifth Avenue
            New York, New York
            10103-3198

            Attention: Steven Suzzan

<Page>

                                                                      APPENDIX 1

                                   DEFINITIONS

     For the purpose of this Questionnaire, the following definitions apply:

1.   AFFILIATE. As used in Questions 1 - 7 and Question 9, a person is an
"Affiliate" of a person if such person controls, is controlled by, or is under
common control with, another person. Please assume that an "Affiliate" of the
Company includes without limitation, any 5% stock-holder of the Company
(including any person who owns, controls, or holds or holds an option to
acquire, and has the power to vote, 5% or more of the Company's outstanding
voting securities). "Control" is the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of an
entity, whether through the ownership of voting securities, by contract or
otherwise.

     As used in Question 8 of this Questionnaire, an "affiliate" of an NASD
member has the following meaning:

     (1)  a company which controls, is controlled by or is under common control
          with a member;

     (2)  the term affiliate is presumed to include, but is not limited to, the
          following:

          (a)  a company will be presumed to control a member if the company
               beneficially owns 10% or more of the outstanding voting
               securities of a member which is a corporation, or beneficially
               owns a partnership interest in 10% or more of the distributable
               profits or losses of a member which is a partnership;

          (b)  a member will be presumed to control a company if the member and
               persons associated with the member beneficially own (i) 10% or
               more of the outstanding subordinated debt of a company, (ii) 10%
               or more of the outstanding voting securities of a company which
               is a corporation or (iii) a partnership interest in 10% or more
               of the distributable profits or losses of a company which is a
               partnership;

          (c)  a company will be presumed to be under common control with a
               member if:

               (i)  the same natural person or company controls both the member
                    and company by beneficially owning 10% or more of the
                    outstanding voting securities of a member or company which
                    is a corporation, or by beneficially owning a partnership
                    interest in 10% or more of the distributable profits or
                    losses of a member or company which is a partnership; or

<Page>

               (ii) a person having the power to direct or cause the direction
                    of the management or policies of the member or the company
                    also has the power to direct or cause the direction of the
                    management or policies of the other entity in question.

2.   BENEFICIAL OWNER. A "Beneficial Owner" of a security includes any person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power and/or investment power
with respect to such security. Voting power includes "the power to vote, or to
direct the voting, of such security" and investment power includes "the power to
dispose, or to direct the disposition, of such security."

     A person is also a Beneficial Owner of a security if he has the right to
acquire beneficial ownership of such security, at any time within sixty days,
including but not limited to, any right to acquire through: (a) the exercise of
an option, warrant or right, (b) the conversion of a convertible security, (c)
the power to revoke a trust, discretionary account or similar arrangement, or
(d) the automatic termination of a trust, discretionary account or similar
arrangement; provided, however, that if the acquisition of an option, warrant,
right, convertible security or power described in (a), (b) or (c) is for the
purpose of maintaining or obtaining control over the issuer of the security, the
holder of the option, warrant, right, convertible security or power shall,
immediately upon such acquisition and regardless of when it is exercisable, be
deemed a beneficial owner of the underlying securities.

     The possession of the legal power to vote and/or direct the disposition of
securities, absent unusual circumstances, will be sufficient to confer
beneficial ownership. Such power may be held directly, or indirectly, through
one or more controlled entities.

3.   MATERIAL RELATIONSHIP. The term "material relationship" has not been
defined by the Securities and Exchange Commission (the "SEC"). The SEC, however,
is likely to construe as material any relationship which tends to impact arm's
length bargaining in dealings with a company, whether arising from a close
business connection, family relationship, a relationship of control or
otherwise. For example, you should conclude that you have such a relationship
with any organization of which you own, directly or indirectly, 10% more of the
outstanding voting stock, or in which you have some other substantial interest,
and with any person or organization with whom you have, or with whom any
relative (or any other person or organization as to which you have any of the
foregoing other relationships) has, a contractual relationship.

4.   MEMBER. Rule 0120 of the NASD's Rules of Fair Practice defines the term
"member" to mean any individual, partnership, corporation or other legal entity
admitted to membership in the NASD, and Article l of the NASD's By-Laws defines
the term "person associated with a member" to mean every sole proprietor,
partner, officer, director, or branch manager of any member, or any natural
person occupying a similar status or performing similar functions, or any
natural person engaged in the investment banking or securities business who is
directly or indirectly controlling or controlled by such member (for example,
any employee), whether or not such person is registered or exempt from
registration with the NASD.