<PAGE>

                                                                  EXECUTION COPY
EXHIBIT 4.13

                               Purchase Agreement

                                   relating to

                           Arctic Platinum Avoin Yhtio

                                      among

                              Outokumpu Nickel B.V.

                                       and

                              Outokumpu Mining Oy

                                       and

                          Gold Fields Exploration B.V.

                                       and

                             Gold Fields Finland Oy

                             Dated September 4, 2003

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                                        i

                                TABLE OF CONTENTS

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

2.  SALE AND PURCHASE...................................................       5

3.  CONSIDERATION.......................................................       6

4.  CONDITIONS..........................................................       7

5.  CLOSING.............................................................       7

6.  ADJUSTMENT OF PURCHASE PRICE CONSIDERATION..........................      10

7.  WARRANTIES..........................................................      11

8.  LIMITATIONS AND WARRANTIES..........................................      13

9.  INDEMNITIES.........................................................      14

10. CONFIDENTIALITY AND ANNOUNCEMENTS...................................      15

11. ASSIGNMENT AND GUARANTEE............................................      17

12. ENTIRE AGREEMENT....................................................      17

13. VARIATION AND WAIVER................................................      17

14. COSTS...............................................................      18

15. NOTICE..............................................................      18

16. INTEREST ON LATE PAYMENT............................................      19
</TABLE>

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                                     - ii -
<TABLE>
<S>                                                                           <C>
17. COUNTERPARTS........................................................      19

18. LANGUAGE............................................................      19

19. SEVERANCE...........................................................      20

20. AGREEMENT SURVIVES CLOSING..........................................      20

21. THIRD PARTY RIGHTS..................................................      20

22. GOVERNING LAW AND JURISDICTION......................................      20
</TABLE>

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                                        1

                               PURCHASE AGREEMENT

THIS AGREEMENT is dated on September 4, 2003 (the "EFFECTIVE DATE")

BETWEEN:

                  OUTOKUMPU NICKEL B.V., a company incorporated and registered
                  in the Netherlands with company number 172876 whose
                  registered office is at Rotterdam, The Netherlands (the
                  "PARENT"); and

                  OUTOKUMPU MINING OY, a company incorporated and registered in
                  Finland with company number 0773284-5 whose registered office
                  is at Riihirontuntie 7A, FIN 02200, Espoo, Finland (the
                  "SELLER"); and

                  GOLD FIELDS EXPLORATION B.V., a corporation incorporated and
                  registered in The Netherlands with company number 27123830
                  whose registered office is at Koningslaan 34, 1075 AD
                  Amsterdam, the Netherlands ("GFE"); and

                  GOLD FIELDS FINLAND OY, a company incorporated and registered
                  in Finland with company number 1606318-8 whose registered
                  office is at Gold Fields Finland Oy, c/o Procope & Hornborg,
                  P.O. Box 1077, 00101 Helsinki, Finland (the "BUYER").

WHEREAS:

(A)      The Seller is a wholly owned subsidiary of the Parent and owns the
legal and beneficial title to the Purchased Interests of the Arctic Platinum
Avoin Yhtio (the "PARTNERSHIP"), a Partnership incorporated and registered in
Finland with company number 1606745-3, whose registered office is at Helsinki,
Finland.

(B)      The Buyer is a wholly-owned subsidiary of GFE.

(C)      The Seller has agreed to sell and the Buyer has agreed to purchase all
of the Purchased Interests on the terms of this Agreement.

THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1.       INTERPRETATION

1.1               In this Agreement the definitions and rules of interpretation
                  in this Clause apply.

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                                      - 2 -

                  BUSINESS DAY              means a day (other than Saturday or
                                            Sunday) when banks in Helsinki and
                                            Johannesburg are open for business.

                  BUYER'S WARRANTIES        means the warranties of the Buyer
                                            set out in Schedule 3.

                  CASH CONSIDERATION        has the meaning given in Clause 3.1
                                            (a).

                  CLAIMS                    means all losses, damages, expenses,
                                            liabilities (whether accrued,
                                            actual, contingent, latent or
                                            otherwise), claims and demands of
                                            whatever nature or kind including
                                            all legal fees and coste on an
                                            attorney and client basis.

                  CLOSING                   means the closing of the sale and
                                            purchase of the Purchased Interests
                                            in accordance with this Agreement.

                  CLOSING AGENDA            means a document in agreed form
                                            identifying the documents to be
                                            delivered by the parties at Closing.

                  CLOSING DATE              has the meaning given in Clause 5.2.

                  CONDITIONS                means the conditions to the
                                            completion of the Transaction by the
                                            parties hereto, as set out in
                                            Schedule 1.

                  EFFECTIVE DATE            has the meaning given in the
                                            Preamble.

                  ENCUMBRANCE               means any mortgage, pledge, charge,
                                            privilege, priority, hypothecation,
                                            encumbrance, assignment, lien,
                                            attachment, execution, seizure,
                                            set-off or other security interest
                                            of any kind or any other agreement
                                            or arrangement having the effect of
                                            conferring security upon or with
                                            respect to, or any segregation of or
                                            other preferential arrangement with
                                            respect to, any present or future
                                            assets, revenues or rights or any
                                            other rights exercisable by third
                                            parties.

                  GFE'S WARRANTIES          means the warranties of GFE set out
                                            in Schedules 3.

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                                      - 3 -

                  GFL                       means Gold Fields Limited, a company
                                            formed and existing under the laws
                                            of South Africa.

                  GFL SHARES                means issued and outstanding
                                            ordinary shares in the share capital
                                            of GFL.

                  INTELLECTUAL PROPERTY     means trade marks, service marks,
                                            trade names, patents, domain names,
                                            copyrights, industrial designs,
                                            applications for the registrations
                                            thereof and other industrial and
                                            intellectual property.

                  LIBOR                     means British Bankers Association
                                            Libor Rates, which appears at 1l:00
                                            a.m. London time. These rates are
                                            displayed and published at Reuters
                                            pages LIBOR01 and LIBOR02 (or such
                                            other pages that may replace pages
                                            LIBOR01 and LIBOR02 on Reuters for
                                            the purposes of displaying London
                                            Interbank offered rates) for a
                                            period which is closest to the
                                            duration of the period in respect of
                                            which the interest is being
                                            calculated, on the first date of
                                            such period.

                  PARTNERSHIP               has the meaning given in the
                                            Preamble.

                  PARTNERSHIP AGREEMENT     means the partnership agreement
                                            dated 4 March 2000 between GFE
                                            (later duly assigned to the Buyer)
                                            and the Seller.

                  PAYMENT SHARES            has the meaning given in Clause
                                            3.1(b)

                  PERSON                    means any individual, partnership,
                                            limited partnership, joint venture,
                                            syndicate, sole proprietorship,
                                            company or corporation with or
                                            without share capital,
                                            unincorporated association, trust,
                                            trustee, executor, administrator or
                                            other legal representative,
                                            regulatory body or agency,
                                            government or governmental agency,
                                            authority or entity however
                                            designated or constituted.

                  PURCHASED INTERESTS       means the 49% interest in the
                                            Partnership owned by the Seller.

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                                      - 4 -

                  SELLER'S WARRANTIES       means the warranties set out in
                                            Schedule 2.

                  SHARE CONSIDERATION       has the meaning given in Clause
                                            3.1(b).

                  TAXES                     means all forms of taxation
                                            including, in particular, transfer
                                            taxes on the sale of property
                                            (whether real or personal, tangible
                                            or intangible) and any charge, tax,
                                            duty, levy, impost, withholding or
                                            liability wherever chargeable
                                            imposed for support of national,
                                            state, federal, municipal or local
                                            government or any other Person in
                                            any jurisdiction and any penalty,
                                            fine, surcharge, interest, charges
                                            or costs payable in connection with
                                            any such Taxes.

                  TECHNICAL INFORMATION     means all geological, geochemical
                                            and geophysical, mine technological
                                            as well as mineral processing data
                                            related to the Interest Area, as
                                            defined in the Partnership Agreement
                                            held or owned by the Seller at time
                                            of the establishment of the
                                            Partnership, and which is or has
                                            been critical to the Partnership
                                            activities before July 1, 2003.

                  TRANSACTION               means the transaction contemplated
                                            by this Agreement.

                  USD AND $                 means the currency of the United
                                            States of America.

                  WARRANTIES                means the Seller's Warranties, GFE's
                                            Warranties and the Buyer's
                                            Warranties.

                  YEAR-END ACCOUNTS         means the accounts prepared under
                                            Clause 6.2.

1.2             Article, Clause and Schedule headings do not affect the
                interpretation of this Agreement.

1.3             Words in the singular include the plural and in the plural
                include the singular.

1.4             A reference to one gender includes a reference to the other
                gender.

1.5             A reference to a law is a reference to it as it is in force for
                the time being taking account of any amendment, extension,
                application or re-enactment

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                                      - 5 -

                  and includes any subordinate legislation for the time being in
                  force made under it.

1.6               Writing or written includes faxes but not e-mail.

1.7               Documents in agreed form are documents in the form agreed by
                  the parties to this Agreement and initialled by them for
                  identification.

2.       SALE AND PURCHASE

2.1               The Seller shall sell, and the Buyer shall buy, the Purchased
                  Interests on the terms of this Agreement.

2.2               From the Effective Date until the earlier of the Closing Date
                  and the date this Agreement is otherwise terminated in
                  accordance with its terms, neither the Seller nor the Parent
                  shall enter into any discussions with any other Persons with
                  respect to the sale or transfer of the Purchased Interests.

2.3               The Seller:

         (a)      has the right to sell the Purchased Interests on the terms set
                  out in This Agreement;

         (b)      shall at its own cost, transfer to the Buyer the full legal
                  and beneficial title to the Purchased Interests; and

         (c)      shall sell the Purchased Interests free from all Encumbrances.

2.4               The Purchased Interests shall be sold with all rights and
                  liabilities that attach, excluding those in 2.5(b) below, or
                  may in the future attach, to them, including the rights and
                  liabilities described in the Partnership Agreement.

2.5               Post Closing:

         (a)      the Seller shall not have any rights or liabilities,
                  whatsoever, arising from the terms of the Partnership
                  Agreement except for any liabilities:

                  (i)      that are based on the Partnership's or the Seller's
                           actions or failures to act prior to the Closing Date,
                           provided that the Buyer has not expressly assumed
                           such liability. For the avoidance of doubt, the Buyer
                           purchasing the Purchased Interests and entering into
                           this Purchase Agreement will not be regarded as an
                           expressly assumed liability; or

                  (ii)     that arise as a result of fraud or wilful misconduct
                           of the part of the Seller; and

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                                      - 6 -

         (b)      notwithstanding anything in this Agreement to the contrary,
                  the parties expressly confirm the terms of Subsection 11.2(c)
                  of the Partnership Agreement and that the Seller shall remain
                  liable for its share of any liability under the Partnership,
                  whether accruing before or after Closing, which arise out of
                  Operations (as defined in the Partnership Agreement) conducted
                  prior to Closing.

2.6               It is expressly agreed and acknowledged by the parties, that
                  no Intellectual Property held or owned by the Seller shall be
                  transferred in this Transaction to the Buyer other than
                  Intellectual Property held or owned by the Seller in its
                  capacity as a partner in the Partnership.

2.7               The Buyer is not obliged to complete the purchase of any of
                  the Purchased Interests unless the purchase of all the
                  Purchased Interests is completed simultaneously.

2.8               The Seller is not obliged to complete the sale of any of the
                  Purchased Interests unless the sale of all the Purchased
                  Interests is completed simultaneously.

3.       CONSIDERATION

3.1               The total consideration paid for the Purchased Interests shall
                  be the sum of 31,000,000 USD comprised of:

         (a)      23,000,000 USD (the "CASH CONSIDERATION") to be paid by the
                  Buyer to the Seller, or as the Seller may direct, at Closing;
                  and

         (b)      that number of GFL Shares (the "PAYMENT SHARES"), having a
                  deemed value of 8,000,000 USD, that is equal to quotient
                  determined by:

                  (i)      multiplying 8,000,000 by the Rand/US$ noon rate of
                           exchange on a day before the Closing Date, as
                           published by the South African Reserve Bank; and

                  (ii)     dividing the product of (i) above by the average
                           closing price of the GFL Shares as quoted on the
                           Johannesburg Stock Exchange, South Africa for the
                           three days prior to the date of closing (the "SHARE
                           CONSIDERATION").

3.2               The Cash Consideration payable for the Purchased Interests
                  will be subject to adjustment as provided in Article 6.

3.3               The parties agree that the aggregate consideration payable by
                  the Buyer for the Purchased Interests will be the aggregate of
                  the Cash Consideration and the deemed value of the Share
                  Consideration and, in respect of the Cash Consideration, will
                  be the actual amount paid following completion of adjustments
                  pursuant to Article 6.

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                                      - 7 -

3.4               The consideration for the sale of the Purchased Interests is
                  exclusive of any stamp duty or other transfer taxes or charges
                  which are or may be payable in connection with the
                  Transaction, which taxes and charges shall be paid by the
                  Buyer, in accordance with Finnish law.

4.       CONDITIONS

4.1               If the Conditions, as set out in Schedule 1, have not been
                  satisfied or waived by the date and time provided in Clause
                  4.2, this Agreement shall cease to have effect immediately
                  after that time on that date except for.

         (a)      the following provisions:

                  (i)      Article 1 (Interpretation);

                  (ii)     this Article;

                  (iii)    Article 10 (Confidentiality and Announcements);

                  (iv)     Article 12 (Entire Agreement);

                  (v)      Article 13 (Variation and Waiver);

                  (vi)     Article 14 (Costs);

                  (vii)    Article 15 (Notice);

                  (viii)   Article 18 (Language); and

                  (ix)     Article 22 (Governing Law and Jurisdiction); and

         (b)      any rights or liabilities that have accrued under this
                  Agreement prior to such date.

4.2               The parties shall use all reasonable endeavours to satisfy or
                  waive the Conditions as soon as practicable and in any event
                  no later than 6.00 p.m. GMT 15 September 2003, or where a
                  later date has been agreed in writing by the Seller and the
                  Buyer, on that date.

5.       CLOSING

5.1               Closing shall take place on the Closing Date:

         (a)      at the Seller's office at Espoo; or

         (b)      at any other place or places agreed in writing by the Seller
                  and the Buyer.

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                                      - 8 -

5.2               Closing Date means:

         (a)      the Business Day later of:

                  (i)      15 September 2003; and

                  (ii)     10 September 2003 at 13.00 GMT; or

         (b)      where a later or earlier date has been agreed in writing by
                  the Seller and the Buyer, on that date.

5.3               At Closing, the Seller shall:

         (a)      transfer the Purchased Interests to the Buyer in such form as
                  is necessary for the Buyer to establish legal and beneficial
                  ownership to the Purchased Interests in accordance with
                  Finnish law;

         (b)      deliver the resignation letters of the Seller's appointees to
                  the Management Committee (as defined in the Partnership
                  Agreement) of the Partnership as requested by the Buyer;

         (c)      deliver to the Buyer a release and indemnification, in an
                  agreed upon form, in respect of any liability that may accrue
                  to the Buyer, either independently or as a result of its
                  having acquired the Purchased Interests, arising or that may
                  arise as a result of any action or failure to act by the
                  Seller or by the Seller's nominees (the "SELLER'S NOMINEES")
                  to the Management Committee, prior to 1 July 2003; and

         (d)      deliver all other documents identified in the Closing Agenda
                  as documents to be delivered by the Seller at Closing.

5.4               At Closing the Buyer shall:

         (a)      pay the Cash Consideration to such account of the Seller as
                  the Seller has notified the Buyer;

         (b)      direct GFL to issue and deliver the Payment Shares that
                  comprise the Share Consideration, registered in the name of
                  the Seller, to the Seller, on the following account:

                  Firstrand Bank Limited, Johannesburg
                  South Africa General Depot
                  Clients acc ZA0000003322
                  Citibank London
                  F/o: Nordea Bank Finland Plc
                  A/c no:6008308969,

                  or at the direction of the Seller;

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                                      - 9 -

         (c)      deliver to the Seller a letter of release duly executed by the
                  Buyer and in the agreed form in respect of any liability (the
                  "RELEASED LIABILITY") that, subject to Clause 2.5(b), may
                  accrue to the Seller or the Seller's Nominees, arising or that
                  may arise from any action or failure to act by the Seller or
                  the Seller's Nominees:

                  (i)      that occurred or ought to have occurred, as
                           applicable, after 1 July 2003; and

                  (ii)     that is made known to the Buyer by notice (the
                           "LIABILITY NOTICE") in writing from the Seller on or
                           before the Closing Date specifying (in reasonable
                           detail) the nature of and the amount of the Released
                           Liability and that is accepted by the Buyer; and

                  (iii)    that arises or that may arise in respect of the
                           Seller's or the Seller's Nominee's obligations in
                           respect of the Partnership Agreement,

                  provided that the Seller and the Seller's Nominees shall not
                  be released in respect of any Released Liability that arises
                  as a result of fraud or wilful misconduct on the part of the
                  Seller or the Seller's Nominees; and

         (d)      deliver all other documents identified in the Closing Agenda
                  as documents to be delivered by the Buyer at Closing.

5.5               At Closing, if one of the parties does not comply in any
                  material respect with Clauses 4.1., 5.3 or 5.4, as applicable,
                  the other party may, without prejudice to any other rights it
                  has:

         (a)      proceed to Closing;

         (b)      defer Closing to a date no later than the earlier of 28 days
                  after the date on which Closing would otherwise have taken
                  place; or

         (c)      terminate this Agreement, provided that any such termination
                  shall be without prejudice to any claims the party has in
                  respect of the failure of the other party to have complied
                  with its obligations under any of the foregoing provisions.

5.6               The Closing may be deferred under Clause 5.5 only once but,
                  with that exception, Clause 5.5 applies to a Closing deferred
                  under that Clause as it applies to a Closing that has not been
                  deferred.

5.7               As soon as possible after Closing, the Seller shall send to
                  the Buyer (at the Buyer's registered office) all records,
                  correspondence, documents, files, memoranda and other papers
                  relating to the Partnership (or copies thereof) which are not
                  kept at any of the offices of the Partnership.

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                                     - 10 -

6.       ADJUSTMENT OF PURCHASE PRICE CONSIDERATION

6.1               The Cash Consideration will:

         (a)      be increased by the amount by which the Year-End Accounts
                  show, including the VAT receivables (alv), that the Seller has
                  contributed the expenses of the Partnership according to the
                  Called Sums in line with the Partnership Agreement in excess
                  of its proportionate interest in the Partnership, and the
                  Buyer shall pay to the Seller the amount of such increase;

         (b)      be reduced by the amount by which the Year-End Accounts show,
                  including the VAT receivables (alv), that the Seller has
                  contributed the expenses of the Partnership according to the
                  Called Sums in line with the Partnership Agreement below its
                  proportionate interest in the Partnership, and the Seller
                  shall refund the Buyer the amount of such lacking
                  contribution; and

         (c)      be adjusted to reimburse the Seller for all expenses incurred
                  by the Seller in respect of the Operations (as that term is
                  defined in the Partnership Agreement) between the July 1, 2003
                  and the Closing, which expenses are agreed upon, in advance,
                  by the Buyer and are not otherwise adjusted under this Clause
                  6. For greater certainty, the financial cut-off of the
                  Partnership will take place on July 1, 2003.

6.2               For the purposes of this Article the Year-End Accounts means
                  the accounts prepared for the Partnership for the financial
                  years ending June 30, 2003.

6.3               Any adjustment to the Cash Consideration to be paid under this
                  Article 6 must be paid on the later of Closing or that date
                  which is 14 days from the date on which the parties are deemed
                  to have accepted the Year-End Accounts and Closing Accounts as
                  accurate, or the parties have resolved all disagreements in
                  respect of the Year-End Accounts.

6.4               Any adjustment to the Cash Consideration to be paid under this
                  Article 6 must be paid together with an amount equal to
                  interest on the amount to be paid, calculated at the rate of
                  2% per annum above LIBOR, from the Closing Date until the date
                  payment is made.

6.5               Subject to Clause 6.6, the Buyer and the Seller shall each pay
                  the charges of their own accountants.

6.6               The costs of the auditor in respect of the Year-End Accounts
                  and Closing Accounts (including any costs associated with the
                  auditor participating in

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                                     - 11 -

                  the resolution of any dispute regarding the Year-End Accounts)
                  will be shared equally by the Buyer and the Seller.

7.       WARRANTIES

7.1               The Seller enters into this Agreement on the basis of, and in
                  reliance on, the Buyer's Warranties and the GFE Warranties, as
                  set out in Schedule 3 hereto. Each of the Buyer and GFE,
                  acting separately, covenant, warrant and represent to the
                  Seller that each Buyer's Warranty as it relates to the Buyer
                  and each of the GFE Warranties as they relate to GFE and GFL,
                  will be true, accurate and not misleading in any way on the
                  Dosing.

7.2               The Buyer enters into this Agreement on the basis of, and in
                  reliance on, the Seller's Warranties, as set out in Schedule 2
                  hereto. The Seller and the Parent, jointly and severally
                  covenant, warrant and represent to the Buyer that the Seller's
                  Warranties will be true, accurate and not misleading in any
                  way on the Closing.

7.3               Except as expressly provided in the Seller's Warranties, any
                  information supplied by or on behalf of the Seller to the
                  Buyer or its directors, officers, employees, agents or
                  advisers in relation to the business, operations, financial or
                  other affairs of the Partnership or the Seller shall not
                  constitute a representation or warranty or guarantee as to the
                  accuracy thereof by the Seller, and the Buyer hereby waives
                  any claims which it might otherwise have against the Seller in
                  respect thereof.

7.4               Except as expressly provided in the Buyer's Warranties and the
                  GFE Warranties, any information supplied by or on behalf of
                  the Buyer or GFE to the Seller or its directors, officers,
                  employees, agents or advisers in relation to the business,
                  operations, financial or other affairs of the Buyer or of GFE
                  shall not constitute a representation or warranty or guarantee
                  as to the accuracy thereof by the Buyer or by GFE, and the
                  Seller hereby waives any claims which it might otherwise have
                  against the Buyer or against GFE in respect thereof.

7.5               Except as expressly disclosed by GFE, the Buyer or the Seller
                  to any one of the other of them in the period between the
                  Effective Date and the Closing Date (inclusive) with respect
                  to any events which have taken place during such period, the
                  Warranties are deemed to be repeated by the Seller, by GFE and
                  by the Buyer at Closing; any reference made to the Effective
                  Date (whether express or implied) in relation to any Warranty
                  will be construed, in relation to any such repetition, as a
                  reference to the Closing Date, and the covenants,
                  representations and warranties of each of the Buyer, GFE, the
                  Seller and the Parent, referred to in Clauses 7.1 and 7.2
                  hereof, will apply to the Warranties as repeated at the
                  Closing.

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                                     - 12 -

7.6               No investigation made by any party hereto or their
                  representatives shall affect the right of such party to rely
                  on any representation or Warranty made by the other party in
                  this Agreement or in any document contemplated by this
                  Agreement or derogate from the acknowledgements of reliance in
                  Clauses 7.1 and 7.2.

7.7               Neither the Seller nor the Parent shall be under any liability
                  in respect of any claim under the Seller's Warranties if the
                  facts or circumstances giving rise to such claim are disclosed
                  to the Buyer and to GFE by notice (the "SELLER'S WARRANTY
                  NOTICE") in writing, prior to the Closing Date, which notice
                  discloses, in reasonable detail, the nature and the amount of
                  the claim and the Seller's Warranty Notice is accepted by the
                  Buyer, or if the claim is otherwise provided for or stated to
                  be an exception under the terms of this Agreement.

7.8               Neither the Buyer nor GFE shall be under any liability in
                  respect of any claim under the Buyer's Warranties or the GFE
                  Warranties if the facts or circumstances giving rise to such
                  claim are disclosed to the Seller and to the Parent, by notice
                  (the "BUYER'S WARRANTY NOTICE") in writing, prior to the
                  Closing Date, which notice discloses, in reasonable detail,
                  the nature and the amount of the claim and the Buyer's
                  Warranty Notice accepted by the Seller, or if the claim is
                  otherwise provided for or stated to be an exception under the
                  terms of this Agreement.

7.9               None of the parties are entitled to recover damages or
                  otherwise obtain restitution more than once in respect of the
                  same loss.

7.10              If at any time before or at Closing a party hereto becomes
                  aware that a Warranty made by it has been breached, is
                  untrue, inaccurate or misleading, or has a reasonable
                  expectation that any of those things might occur, it must
                  promptly:

         (a)      notify the other party in sufficient detail to enable such
                  other parry to make an accurate assessment of the situation;
                  and

         (b)      if requested by the other party, use its best endeavours to
                  prevent or remedy the notified occurrence.

7.11              If at any time before or at Closing it becomes apparent that
                  any Warranty has, in any material respect, been breached, or
                  is in any material respect untrue, inaccurate or misleading,
                  or if it becomes apparent that any Warranty was, in any
                  material respect, untrue, inaccurate or misleading as at the
                  date of this Agreement, the party for whose benefit such
                  Warranty has been made may (without prejudice to any other
                  rights it may have in relation to the breach):

         (a)      rescind this Agreement by notice to the other; or

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                                     - 13 -

         (b)      proceed to Closing.

7.12              If at any time before or at Closing it becomes apparent that a
                  party has committed a material breach of any material term of
                  this Agreement, the other party may (without prejudice to any
                  other rights it may have in relation to the breach):

         (a)      rescind to Agreement by notice to the other party; or

         (b)      proceed to Closing.

7.13              Except as expressly provided in Clauses 7.11 or 7.12, a
                  party's sole remedy for breach of a Warranty given by the
                  other party, or for a material breach of any material term of
                  this Agreement, shall be limited to direct damages and, except
                  as expressly provided in Clauses 7.11 or 7.12, no party shall
                  have the right to rescind or otherwise terminate this
                  Agreement for breach of Warranty, a non-material term of this
                  Agreement, undertaking or any other cause whatsoever.

7.14              Each of the Warranties is separate and, unless specifically
                  provided, is not limited by reference to any other Warranty or
                  anything in this Agreement.

8.       LIMITATIONS ON WARRANTIES

8.1               This Article 8 limits the liability of each of the parties in
                  relation to any claim made against such party in connection
                  with the Seller's Warranties or the Buyer's Warranties, as the
                  case may be (in this Clause referred to as a "WARRANTY
                  CLAIM").

8.2               The joint and several liability of the Seller and the Parent
                  for all Warranty Claims against the Seller and the Parent,
                  when takes together, will not exceed the Cash Consideration.

8.3               The liability of the Buyer for all Warranty Claims against the
                  Buyer will not exceed the Cash Consideration.

8.4               A party shall not be liable for any Warranty Claims unless:

         (a)      the amount of the Warranty Claim, or of a series of connected
                  Warranty Claims of which that Warranty Claim is one, exceeds
                  $100,000; and

         (b)      the amount of all Warranty Claims that are not excluded under
                  Clause 8.4(a), when taken together, exceeds $1,000,000.

8.5               Subject to Clauses 8.2 and 8.3, where the limits in Clause 8.4
                  are exceeded, the whole amount of the Warranty Claim, or
                  series of Warranty Claims, is recoverable (and not just the
                  amount by which the limits are exceeded).

<PAGE>

                                     - 14 -

8.6               Neither the Seller nor the Parent is liable for any Warranty
                  Claim unless the Warranty Claim:

         (a)      relates to matters disclosed in Schedule 2; or

         (b)      relates to any matter specifically provided for in the
                  Year-End Accounts.

8.7               The Buyer is not liable for any Warranty Claim unless the
                  Warranty Claim relates to matters disclosed in Schedule 3.

8.8               A party is not liable for a Warranty Claim unless the person
                  making the Warranty Claim has given such party notice (the
                  "WARRANTY NOTICE") of the Warranty Claim specifying
                  (in reasonable detail) the nature of and the amount claimed
                  under the Warranty Claim, within a period of two years from
                  the Closing Date except in respect of:

         (a)      Warranty Claims arising as a result of the assessment or
                  re-assessment of any Taxes including, but not limited to,
                  income tax, sales tax, value added tax, all interest and
                  penalties associated therewith and any other similar claims in
                  which case the Warrant Notice must be given within a period of
                  six years from the Closing Date; or

         (b)      Warranty Claims arising as a result of environmental damage or
                  breaches of environmental legislation or other requirements,
                  in which case the Warranty Notice must be given within a
                  period of three years from the Closing Date, or, if the
                  decision to mine ("DIM") has been made by the Partnership or
                  its legal successor prior to the above three years has lapsed,
                  within two weeks after the DTM.

9.       INDEMNITIES

9.1               Subject to Clause 2.5(b), the Buyer will indemnify and save
                  harmless the Seller and the directors, officers, employees and
                  agents of the Seller from and against any and all third party
                  Claims relating to obligations or commitments arising under
                  the Partnership Agreement after the Closing Date, except for
                  third party Claims:

         (a)      that arise as a result of fraud, negligence or wilful
                  misconduct on the part of the Seller; or

         (b)      that are based on the Partnership's or the Seller's actions or
                  failures to act prior to the Closing Date;

                  and provided that such third party Claims have been expressly
                  assumed by the Buyer. For the avoidance of doubt, the Buyer
                  purchasing the Purchased Interests and entering into this
                  Purchase Agreement will not be regarded as an expressly
                  assumed liability.

<PAGE>

                                     - 15 -

9.2               The Seller and the Parent will, jointly and severally,
                  indemnify and save harmless the Buyer and the directors,
                  officers, employees and agents of the Buyer from and against
                  any and all Claims made by the Partnership and any third
                  party, against the Buyer or the Partnership relating to
                  liabilities that are based on the Partnership's or the
                  Seller's actions or failures to act prior to the Closing Date
                  and not expressly assumed by the Buyer.

9.3               A party (the "INDEMNIFYING PARTY") is not liable to indemnify
                  the other party (the "INDEMNIFIED PARTY") under this Article 9
                  unless the Indemnified Party has given the Indemnifying Party
                  notice of the claim for indemnification specifying (in
                  reasonable detail) the nature of, and the amount claimed
                  under, the claim for indemnification within 90 days of
                  becoming aware of the circumstances giving rise to such claim;
                  provided that a failure to notify within such 90 day period
                  shall not relieve the Indemnifying Party of liability under
                  this Article except to be extent that the Indemnifying Party
                  is prejudiced by such failure to notify.

9.4               Where notice of a claim for indemnification is given under
                  Clause 9.3 but arbitration proceedings have not been issued
                  and served within the period of six months from the date on
                  which the underlying third party Claim is determined, the
                  claim for indemnification will be deemed to be withdrawn.

9.5               The amount of any claim for indemnification under this
                  Article 9 shall be reduced by the amount of any tax gains
                  obtained by the Indemnified Party as a result of the
                  circumstances giving rise to such claim.

9.6               Nothing in this Article 9 applies to a claim for
                  indemnification that arises or is delayed as a result of
                  negligence, dishonesty, fraud, wilful misconduct or wilful
                  concealment by the Indemnifying Party.

10.      CONFIDENTIALITY AND ANNOUNCEMENTS

10.1              Except as required by any regulatory agency or authority
                  having jurisdiction, each party must keep confidential the
                  existence of this Agreement and all information about the
                  other party's group (as the group is comprised immediately
                  before Closing) and about the Partnership and use the
                  information only for the purposes contemplated by this
                  Agreement.

10.2              Neither party is required to keep confidential or to restrict
                  its use of:

         (a)      knowledge of the existence of this Agreement after Closing;

         (b)      information is or becomes public knowledge other than as a
                  direct or indirect result of the information being disclosed
                  in breach of this Agreement;

<PAGE>

                                     - 16 -

         (c)      information that the parties agree in writing is not
                  confidential;

         (d)      information about the other party's group or the Partnership
                  that it finds out about from a source not connected with that
                  group or the Partnership and that is not under any obligation
                  of confidence; and

         (e)      information that is known to such party before the date of
                  this Agreement and that is not under any obligation of
                  confidence.

10.3              The Buyer does not have to keep confidential or restrict its
                  use of information about the Partnership after Closing.

10.4              The Seller does not have to keep information about this
                  Agreement confidential or restrict its use of that information
                  if the Conditions have not been satisfied or waived by the
                  date and time provided in Clause 4.2.

10.5              Either party (the "DISCLOSING PARTY") may disclose any
                  information that it is retired to keep confidential under this
                  Article:

         (a)      to such employees, professional advisers, consultants, or
                  officers of its group (the "DISCLOSED PARTY") as are
                  reasonably necessary to advise on this Agreement, or to
                  facilitate the Transaction, if the Disclosing Party obtains
                  from the Disclosed Party an agreement that the Disclosed Party
                  will keep the information confidential as if it was the
                  Disclosing Party, or

         (b)      with the other party's written consent; or

         (c)      to the extent that the disclosure is required:

                  (i)      by law; or

                  (ii)     by a regulatory body, tax authority or securities
                           exchange; or

                  (iii)    to make any filing with, or obtain any authorisation
                           from, a regulatory body, tax authority or securities
                           exchange; or

                  (iv)     to protect the disclosing party's interest in any
                           legal proceedings, but will use reasonable endeavours
                           to consult the other party and to take into account
                           any reasonable requests it may have in relation to
                           the disclosure before making it.

10.6              Each party shall supply the other party with any information
                  about itself, its group or its Agreement as the other may
                  reasonably require for the purposes of satisfying the
                  requirements of a law, regulatory body or securities exchange
                  to which the requiring party is subject.

10.7              This Article shall continue to have effect for the period of
                  two years from the Closing Date.

<PAGE>

                                     - 17 -

11.      ASSIGNMENT AND GUARANTEE

11.1              Except as provided otherwise, no party may assign, or grant
                  any security interest over, any of its rights under this
                  Agreement or any document referred to in it.

11.2              Each party that has rights under this Agreement is acting on
                  its own behalf.

11.3              The Buyer has the express right to assign all of its interest
                  under this Agreement to an affiliated Finnish company, without
                  the consent of the Seller, Otherwise, such an assignment
                  requires a prior written consent of the Seller, which shall
                  not be unreasonably withheld.

12.      ENTIRE AGREEMENT

12.1              This Agreement and the documents delivered pursuant to the
                  Closing Agenda, constitute the whole agreement between the
                  parties and supersede any arrangements, understanding or
                  previous agreement, either oral or in writing, between any of
                  them relating to the Transaction and the Seller shall not have
                  any obligation or liability from and after the Closing Date to
                  the Buyer or the Partnership with respect to any arrangement,
                  understanding, previous agreement or representation or
                  warranty (express or implied by law) relating to the
                  Partnership or its business assets, liabilities (actual or
                  contingent), geological data, environmental or other claims or
                  capital except pursuant to this Agreement and the documents
                  delivered pursuant to the Closing Agenda.

12.2              Each party acknowledges that in entering into this Agreement,
                  and any documents referred to in it, it does not rely on, and
                  shall have no remedy in respect of, any statement,
                  representation, assurance or warranty of any Person other than
                  expressly set out in this Agreement or those documents.

13.      VARIATION AND WAIVER

13.1              A variation of this Agreement must be in writing and signed by
                  or on behalf of all parties.

13.2              A waiver of any right under this Agreement is only effective
                  if it is in writing and it applies only to me Person to which
                  the waiver is addressed and the circumstances for which it is
                  given.

13.3              A Person that waives a right in relation to one person, or
                  takes or fails to take any action against that person, does
                  not affect its rights against any other Person.

13.4              Unless specifically provided otherwise, rights arising under
                  this Agreement are cumulative and do not exclude rights
                  provided by law.

<PAGE>

                                     - 18 -

14.      COSTS

14.1              Unless otherwise provided, all costs in connection with the
                  negotiation, preparation, execution and performance of this
                  Agreement, and any documents referred to in it, will be borne
                  by the party that incurred the costs.

15.      NOTICE

15.1              A notice given under this Agreement:

         (a)      must be in writing in the English language (or be accompanied
                  by a properly prepared translation into English);

         (b)      must be sent for the attention of the person, and to the
                  address, or fax number, given in this Clause (or such other
                  address, fax number or person as the party may notify to the
                  others, such notice to take effect five days from the notice
                  being received); and

         (c)      must be:

                  (i)      delivered personally; or

                  (ii)     sent by fax; or

                  (iii)    sent by registered airmail.

          The addresses for service of notice are.

          OUTOKUMPU MINING OY END OUTOKUMPU NICKEL B.V.:

          Address:                Riihitontuntie 7 B, FIN 02200, Espoo, Finland

          For the attention of:   Corporate General Counsel

          Fax number:             +358 9 421 2428

          GOLD FIELDS EXPLORATION B.V. AND GOLD FIELDS FINLAND OY:

          Address:                Gold Fields Finland Oy
                                  Kairatie 56
                                  96101 Rovaniemi

          For the attention of:   Company Secretary

          Fax number              +358 16 311 682

          With a copy to:         Gold Fields Limited
                                  24 St Andrews Road

<PAGE>

                                     - 19 -

                                  Parktown, 2193
                                  South Africa

          For the attention of:   John Munro, Director

                                  Craig Nelson, Director

          Fax number:             +27 11 484 8252

15.2              A notice is deemed to have been received:

         (a)      if delivered personally, at the time of delivery:

         (b)      if the case of fax, at the time of transmission; or

         (c)      in the case of registered airmail, five days from the date of
                  posting.

15.3              If deemed receipt under 15.2 hereof is not within five
                  business hours (meaning 9 a.m. to 5.30 p.m. local time in the
                  place of receipt on a Business Day), deemed receipt shall be
                  when business next starts in the place of receipt.

15.4              To prove service it is sufficient to prove that the notice was
                  transmitted by fax to the fax number of the party or, in the
                  case of post, that the envelope containing the notice was
                  properly addressed and posted.

16.      INTEREST ON LATE PAYMENT

16.1              Where a sum is required to be paid under this Agreement but is
                  not paid on the data the parties agreed, the person due to pay
                  the sum must also pay an amount equal to interest on that sum
                  for the period beginning with that date and ending with the
                  date the sum is paid (and the period will run after as well
                  as before judgement).

16.2              The rate of interest will be 2% per annum above LIBOR, it will
                  accrue on a daily basis and be compounded quarterly.

17.      COUNTERPARTS

17.1              This Agreement may be executed in any number of counterparts,
                  each of which is an original and which together have the same
                  effect as if each party had signed the same document.

18.      LANGUAGE

18.1              If this Agreement is translated into any language other than
                  English, the English language text will prevail.

<PAGE>

                                     - 20 -

19.      SEVERANCE

19.1              If any provision of this Agreement (or part of a provision) is
                  found by any arbitrator, court or administrative body of
                  competent jurisdiction to be invalid, unenforceable or
                  illegal, the other provisions will remain in force.

19.2              If any invalid, unenforceable or illegal provision would be
                  valid, enforceable or legal if some part of it were deleted,
                  the provision will apply with whatever modification is
                  necessary to give effect to the commercial intention of the
                  parties.

20.      AGREEMENT SURVIVES CLOSING

20.1              This Agreement (other than obligations that have already been
                  fully performed) remains in full force after Closing.

21.      THIRD PARTY RIGHTS

21.1              Subject to Clause 21.2, this Agreement and the documents
                  referred to in it are made for the benefit of the parties to
                  them and their successors and permitted assigns and are not
                  intended to benefit, or be enforceable by, anyone else.

21.2              The right of the parties to terminate, rescind, or agree to
                  any amendment, variation, waiver or settlement under this
                  Agreement is not subject to the consent of any Person that is
                  not a party to the agreement.

22.      GOVERNING LAW AND JURISDICTION

22.1              This Agreement and any disputes or claims arising out of or in
                  connection with its subject matter are governed by and
                  construed in accordance with the law of Finland.

22.2              Any dispute arising out of or in connection with this
                  Agreement, including any question regarding its existence,
                  validity or termination, shall be referred to and finally
                  resolved by arbitration under the London Court of
                  International Arbitration Rules (the "RULES"), which Rules are
                  deemed to be incorporated by reference into this clause. The
                  number of arbitrators shall be one, the seat, or legal place,
                  of arbitration shall be London, England and the language to be
                  used in the arbitral proceedings shall be English.

<PAGE>

                                     - 21 -

This Agreement has been entered into on the Effective Date.

                  Signed by


                                                         -------------
                  For and on behalf of                   Director
                  OUTOKUMPU NICKEL B.V.                  Tom Niemi

                  Signed by


                                                         -------------
                  For and on behalf of                   Director
                  OUTOKUMPU MINING OY                    Tom Niemi

                  Signed by


                  ---------------
                  For and on behalf of                   Director
                  GOLD FIELDS EXPLORATION B.V.

                  Signed by JA MUNRO


                  -------------
                  For and on behalf of                   Director
                  GOLD FIELDS FINLAND OY

                  Signed by


                  ---------------
                  For and on behalf of                   Director
                  GOLD FIELDS FINLAND OY

<PAGE>

                                       22

                                   SCHEDULE 1

                     CONDITIONS FOR THE BENEFIT OF THE SELLER

The obligations of the Seller to complete the Transaction are subject to the
following conditions:

1.       WARRANTY NOTICE

         That the Seller has received and reviewed the Buyer's Warranty Notice,
         if any, provided by the Seller in accordance with Clause 7.8 hereof
         and has agreed to waive any claim in respect of the warranty that is
         the subject of the Buyer's Warranty Notice.

CONDITIONS FOR THE BENEFIT OF THE BUYER

The obligations of the Buyer to complete the Transaction are subject to the
following conditions:

1.       REGULATORY APPROVAL

         That the Buyer has received all necessary regulatory and other third
         party approvals to the Transaction.

2.       TITLE

         That the Seller has established, to the Buyer's satisfaction, that it
         has good and marketable title to the Purchased Interest and that it can
         transfer the Purchased Interest as contemplated by this Agreement.

3.       WARRANTY NOTICE

         That the Buyer has received and reviewed the Seller's Warranty Notice,
         if any, provided by the Seller in accordance with Clause 7.7 hereof and
         has agreed to waive any claim in respect of the warranty that is the
         subject of the Seller's Warranty Notice.

<PAGE>

                                     - 23 -

                                   SCHEDULE 2

SELLER'S WARRANTIES

1.       THIS AGREEMENT

1.1               Each of the Seller, the Parent and the Partnership is duly
                  incorporated, organised and subsisting under the laws of its
                  respective jurisdiction of incorporation, is duly qualified to
                  carry on its business and is in good standing is each
                  jurisdiction in which, the conduct of its business or the
                  ownership, leasing or operation of its property and assets
                  requires such qualification, and has all requisite corporate
                  power and authority to carry on its business, to own, lease
                  and operate its property and assets.

1.2               Each of the Seller and the Parent has the power and authority
                  to enter into and perform this Agreement, and this Agreement
                  constitutes (or will constitute when executed) valid, legal
                  and binding obligations on the Seller in accordance with the
                  terms of the Agreement and the documents.

1.3               Compliance with the terms of this Agreement will not breach or
                  constitute a default under any of the following:

         (a)      any provision of the constitutional documents of the Seller or
                  the Parent; or

         (b)      the Partnership Agreement; or

         (c)      any agreement or instrument to which the Seller or the Parent
                  is a party or by which, it is bound, provided the Conditions
                  in accordance with the Schedule 1 have been obtained or
                  fulfilled; or

         (d)      any order, judgment, decree or other restriction applicable to
                  the Seller.

1.4               The Seller has obtained all necessary corporate authorisations
                  and approvals in accordance with applicable law with respect
                  to all matters requiring an authorisation or approval in
                  connection with this Agreement and the Transaction.

2.       INTEREST IN THE PARTNERSHIP

2.1               The Purchased Interests are comprised of a 49% interest in the
                  Partnership and are fully paid.

2.2               The Seller is the sole legal, registered and beneficial holder
                  of the Purchased Interests with good and marketable title
                  thereto. The Purchased Interests are not subject to any
                  Encumbrance and no commitment has been given to create any
                  Encumbrance affecting the Purchased Interests.

<PAGE>

                                     - 24 -

3.       OTHER

3.1               The Seller undertakes to pay to Rautaruukki Oyj an agreed lump
                  sum fee related to the decision to mine platinum on certain
                  areas currently held by the Partnership in accordance with the
                  terms and conditions of an agreement between the Seller and
                  Rautaruukki Oyj.

3.2               To the best of the Seller's knowledge, the Year-End Accounts
                  of the Partnership are complete and correct in all respects
                  and present a true and fair view of the results of operation,
                  the financial condition, prospects, the assets and the
                  liabilities of the Seller.

3.3               As far as the Seller is aware, the claims, claim applications,
                  mining concessions, applications for mining concession, or
                  other mineral property, or any direct or indirect right or
                  interest therein or relating thereto ("MINERAL INTERESTS")
                  have been validly obtained and are in good standing with
                  respect to the performance of all obligations (including,
                  without limitation, the proper and full payment of all
                  applicable state fees, landowner fees, Taxes, charges and
                  assessments, and submitting of all the reports to the Finnish
                  Ministry of Trade and Industry) applicable under all laws of
                  Finland (including, without limitation, applicable mining,
                  environmental and real estate laws and regulations) and are
                  owned by and duly registered in the name of the Partnership
                  free and clear of any Encumbrances, royalties or underlying
                  interests, with the exception of the exploitation fees
                  (loubintamaksut).

3.4               As far as the Seller is aware, there are no adverse claims or
                  challenges to the ownership of, or title to, the Mineral
                  Interests, or to the ownership of, or title to, substances on
                  the claims, therein or therefrom nor there is any basis
                  therefor.

3.5               Seller, as a partner in the Partnership, has not assigned or
                  encumbered or promised to assign or encumber the Mineral
                  Interests or the rights which derive therefrom and the Seller
                  has not acquired, with respect to third parties, any
                  obligation whatsoever which would prevent the Buyer from
                  entering into this Agreement.

3.6               The Seller has transferred all Technical Information relating
                  to the Partnership, its activities or property to the
                  Partnership free and clear of any and all Encumbrances.

3.7               The representations and warranties contained in this Schedule
                  2 shall survive the execution of this Agreement, the
                  consummation of the Transaction contemplated in this
                  Agreement, and any termination of the Partnership Agreement or
                  this Agreement. The breach of any representation, warranty or
                  covenant contained in this Agreement may be waived by the
                  Buyer, either in whole or in part, at any time without

<PAGE>

                                     - 25 -

                  prejudice to the Buyer's rights in respect of any other or
                  continuing breach of the same or any other representation,
                  warranty or covenant. No waiver by the Buyer of any breach of
                  any representation, warranty or covenant shall be binding
                  unless in writing. Any waiver shall be limited to the specific
                  purpose for which it is given.

3.8.              The Seller acknowledges and agrees that the Payment Shares
                  have not been and will not be registered under the US
                  Securities Act of 1933 (the "Securities Act") and may not be
                  offered or sold within the United States, or to or for the
                  account or benefit of US persons, except in accordance with
                  Regulation S under the Securities Act ("Regulation S") or
                  pursuant to an exemption from the registration requirements of
                  the US Securities Act. The Seller represents, warrants and
                  agrees that neither it, nor any of its affiliates nor any
                  Person acting on its or their behalf, has engaged or will
                  engage in any directed selling efforts (as defined in
                  Regulation S) with respect to the Payment Shares. Terms used
                  in this paragraph 3.8 have the meanings given to them by
                  Regulation S under the US Securities Act.

<PAGE>

                                     - 26 -

                                   SCHEDULE 3

                               BUYER'S WARRANTIES

1.       THIS AGREEMENT

1.1               The Buyer has power and authority to enter into and perform
                  this Agreement and the other documents referred to in it.

1.2               This Agreement and the other documents referred to in it
                  constitute (or will constitute when executed) valid, legal and
                  binding obligations on the Buyer in accordance with the terms
                  of the Agreement and the documents.

1.3               Compliance with the terms of this Agreement and the
                  Partnership Agreement will not breach or constitute a default
                  under any of the following:

         (a)      any provision of the constitutional documents of the Buyer, or

         (b)      any agreement or instrument to which the Buyer is a party, or

         (c)      any order, judgment, decree or other restriction applicable to
                  the Buyer.

1.4               The Buyer has obtained all necessary corporate authorisations
                  and approvals in accordance with applicable law with respect
                  to all matters requiring an authorisation or approval in
                  connection with this Agreement and the Transaction, including,
                  subject to Clause 2.5(b), the assumption of the Seller's
                  liabilities and obligations under the Partnership Agreement
                  from the July 1 2003,

2.       BUYER

2.1               The Buyer is duly incorporated, organised and subsisting under
                  the laws of Finland, is duly qualified to carry on its
                  business and is in good standing in each jurisdiction in which
                  the conduct of its business or the ownership, leasing or
                  operation of its property and assets requires such
                  qualification, and has all requisite corporate power and
                  authority to carry on its business and to own, lease and
                  operate its property and assets.

GFE'S WARRANTIES

3.       GFL SHARES

3.1.              All necessary corporate action and other necessary steps and
                  proceedings will have been taken prior to the Closing by GFL
                  so as to validly issue, sell and deliver the Payment Shares to
                  the Seller at Closing.

<PAGE>

                                     - 27 -

                  Upon their issuance, the Payment Shares will be validly
                  issued, listed on the Johannesburg Securities Exchange (JSE)
                  and outstanding as fully paid and non-assessable shares
                  registered in the name of Seller.

3.2.              The Buyer represents warrants and agrees that neither it, nor
                  any of its affiliates nor any Person acting on its or their
                  behalf has engaged or will engage in any directed selling
                  efforts (as defined in Regulation S) with respect to the
                  Payment Shares. Terms used in this paragraph 3.8 have the
                  meanings given to them by Regulation S under the US
                  Securities Act.