20-F

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SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)
o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended June 30, 2002
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                              to

Commission file number 0-28800

DURBAN ROODEPOORT DEEP, LIMITED
(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)

REPUBLIC OF SOUTH AFRICA
(Jurisdiction of incorporation or organization)

45 EMPIRE ROAD, PARKTOWN, JOHANNESBURG, SOUTH AFRICA, 2193
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
None

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Ordinary Shares, of no par value
(Title of Class)

American Depositary Shares
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None
(Title of Class)

        Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

        As of June 30, 2002, the Registrant had outstanding 177,173,485 ordinary shares, of no par value.

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days.    Yes ý    No o

        Indicate by check mark which financial statement item the registrant has elected to follow.    Item 17 o    Item 18 ý

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

        Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes o    No o

DURBAN ROODEPOORT DEEP, LIMITED
ANNUAL REPORT ON FORM 20-F

TABLE OF CONTENTS

		Page No.
	PART I
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	14
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	54
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	70
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	75
ITEM 8.	FINANCIAL INFORMATION	79
ITEM 9.	THE OFFER AND LISTING	80
ITEM 10.	ADDITIONAL INFORMATION	81
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	97
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	100
	PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	101
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	101
ITEM 15.	CONTROLS AND PROCEDURES	101
ITEM 16.	RESERVED	101
	PART III
ITEM 17.	FINANCIAL STATEMENTS	101
ITEM 18.	FINANCIAL STATEMENTS	102
ITEM 19.	EXHIBITS	102

i

Preparation of Financial Information

        We are a South African company and currently the majority of our operations are located there. Accordingly, our books of account are maintained in South African Rand. Our financial statements attached hereto are presented in United States Dollars and in accordance with generally accepted accounting principles in the United States, or US GAAP, consistently applied. All references to "Dollars" or "$" herein are to United States Dollars, references to "Rand" or "R" are to South African Rand, and references to "A$" are to Australian Dollars.

        For the convenience of the reader, certain information in this Annual Report presented in Rand or Australian Dollars has been translated into Dollars. Unless otherwise stated, the conversion rates for currency translations for the 2002 fiscal year are R10.37 per $1.00 and A$1.77 per $1.00, which reflect the noon buying rate in New York City at June 30, 2002. For income statement amounts, the average conversion rate for Rand during the 2002 fiscal year of R10.15 per $1.00 is used. The rates used for currency translations for transactions occurring during the 2001 and 2000 fiscal years are the respective year end exchange rates for balance sheet amounts and the average exchange rate for that year for income statement amounts. By including convenience currency translations in this Annual Report, we are not representing that the Rand or Australian Dollar amounts actually represent amounts shown in Dollars or that these amounts could be converted at the rates indicated into Dollars.

        When used in this Annual Report, the terms "we," "our," or "us" refer to Durban Roodepoort Deep, Limited and its subsidiaries, as appropriate in the context.

This Annual Report contains certain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to us that are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this Annual Report, the words "estimate", "project", "believe", "anticipate", "intend", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. For a discussion of such risks, see "Item 3. Key Information—D. Risk Factors." Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Imperial units of measure and metric equivalents

        Units stated in this Annual Report are measured in Imperial.

Metric	Imperial	Imperial	Metric
1 metric tonnes	1.10229 short tons	1 short ton	0.9072 metric tonnes
1 kilogram	2.20458 pounds	1 pound	0.4536 kilograms
1 gram	0.03215 troy ounces	1 troy ounce	31.10353 grams
1 kilometer	0.62150 miles	1 mile	1.609 kilometers
1 meter	3.28084 feet	1 foot	0.3048 meters
1 liter	0.26420 gallons	1 gallon	3.785 liters
1 hectare	2.47097 acres	1 acre	0.4047 hectares
1 centimeter	0.39370 inches	1 inch	2.54 centimeters
1 gram/ton	0.0292 ounces/ton	1 ounce/ton	34.28 grams/tons

ii

Glossary of Terms and Explanations

Archean	A period of the geological time scale between 2.5 and 4.6 billion years ago, the earliest part of the Precambrian.
Auriferous	Containing gold.
Conglomerate	A coarse-grained sedimentary rock consisting of rounded or sub-rounded pebbles.
Cut-off grade	Cut-off grade is the minimum value at which ore can be mined without loss. Cut-off is calculated based on revenue, costs (determined by tons mined and treated), and the extraction rate (mining and recovery efficiencies).
Depletion	The steadily declining amount of ore in a deposit or property resulting from extraction or production.
Grade	The amount of gold contained within auriferous material generally expressed in ounces per ton of ore.
g/t	Grams per ton.
Horizon	A plane indicating a particular position in a stratigraphic sequence. This may be a theoretical surface with no thickness or a distinctive bed.
In-situ deposit	Reserves still in the ground calculated at a realistic stoping width, but not discounted for mining efficiencies.
Life of Mine	Projected life of a mining operation based on the proven ore reserves.
Metallurgical Plant	A processing plant (mill) erected to treat ore and extract the contained gold.
Mineable	That portion of a mineral resource for which extraction is technically and economically feasible.
mt	Million tonnes.
Ore	A mixture of valuable and worthless minerals from which the extraction of at least one of the minerals is technically and economically viable.
Pay limit	The grade at which we can mine economically.
oz/t	Ounces per ton.
Quartzite	A metamorphic rock consisting primarily of quartz grains, formed by the recrystallization of sandstone.
Reef	A gold-bearing sedimentary horizon, normally a conglomerate band, that may contain economic levels of gold.
Refining	The final purification process of a metal or mineral.
Rehabilitation	The process of restoring mined land to a condition approximating its original state. Reclamation standards are determined and audited by the South African Department of Minerals and Energy and address ground and surface water, topsoil, final slope gradients, waste handling and revegetation issues.

iii

Sand Dump	The finely ground rock from which valuable minerals have been extracted by milling, or any waste rock, slimes or residue derived from any mining operation or processing of any minerals.
Sedimentary	Formed by the deposition of solid fragmental material that originates from weathering of rocks and is transported from a source to a site of deposition.
Shaft	An opening cut downwards from the surface for transporting personnel, equipment, supplies, ore and waste. A shaft is also used for ventilation and as an auxiliary exit. It is equipped with a surface hoist system that lowers and raises a cage in the shaft, transporting equipment, personnel, materials and ore. A shaft generally has more than one compartment.
Slimes	The fraction of tailings discharged from a processing plant after the valuable minerals have been recovered.
Sloughing	The localized failure of part of the slimes dam wall caused by a build up of water within the dam.
Stope	Underground production working area.
Tailings	Finely ground rock from which valuable minerals have been extracted by milling, or any waste rock, slimes or residue derived from any mining operation or processing of any minerals.
Tailings dam	A dam created from waste material of processed ore after the economically recoverable gold has been extracted.
Tonnage	Quantities where the ton is an appropriate unit of measure. Typically used to measure reserves of gold-bearing material in-situ or quantities of ore and waste material mined, transported or milled.
Total Cost per Ounce	A measure of the average cost of producing an ounce of gold, calculated by dividing the total operating costs in a period by the total gold production over the same period.
Waste Rock	Low grade ore bearing rock not previously processed.
Water Research Commission	Governmental body funded by public money that does water research projects often in association with universities.
Yield	The amount of recovered gold from production generally expressed in ounces per ton of ore.

iv

PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

        Not applicable

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

        Not applicable

ITEM 3.    KEY INFORMATION

A.    SELECTED FINANCIAL DATA

        The following selected consolidated financial data as of June 30, 2002 and 2001 and for the years ended June 30, 2002, 2001 and 2000 are derived from our consolidated financial statements set forth elsewhere in this Annual Report, which have been prepared in accordance with generally accepted accounting principles in the United States. These consolidated financial statements have been audited by Deloitte & Touche, whose report with respect to these financial statements appears elsewhere in this Annual Report. The selected consolidated financial data as of June 30, 2000, 1999 and 1998 and for the years ended June 30, 1999 and 1998 are derived from audited consolidated financial statements not appearing in this Annual Report which have been prepared in accordance with generally accepted accounting principles in the United States. The selected consolidated financial data set forth below should be read in conjunction with "Item 5. Operating and Financial Review and Prospects" and with the consolidated financial statements and the notes thereto and the other financial information appearing elsewhere in this Annual Report.

Selected Consolidated Financial Data
(in thousands, except share and ounce data)

	Year ended June 30,
	2002		2001		2000		1999		1998
	$		$		$		$		$
Income Statement Data
Revenues	303,858		291,325		327,568		173,184		157,747
Total costs	399,515		386,222		497,305		183,723		182,771
Loss before taxes & minority interest	(95,657	)	(94,897	)	(169,737	)	(10,539	)	(25,024	)
Income tax benefit/(expense)	42,864		7,005		1,724		(464	)	5,038
Minority interest	0		258		(76	)	0		0
Net loss attributable to common shareholders	(52,793	)	(87,634	)	(168,089	)	(11,003	)	(23,264	)
Basic loss per share	(33	)	(65	)	(161	)	(19	)	(67	)
Diluted earnings/(loss) per share	(33	)	(65	)	(161	)	(19	)	(67	)
Number of shares in issue	177,173,485		154,529,578		120,990,746		61,661,112		48,749,035

1

	Year ended June 30,
	2002		2001		2000		1999		1998
	$		$		$		$		$
Other Financial Data:
Cash costs per ounce(1)	212		232		267		246		310
Balance Sheet Data
Net assets/(liabilities)	(11,228	)	(14,310	)	40,025		122,896		108,851
Cash and cash equivalents	23,852		13,889		13,786		13,685		12,675
Working capital	(9,642	)	(16,500	)	(32,110	)	501		(4,652	)
Total assets	201,549		199,878		243,159		195,298		166,252
Long term liabilities	(25,368	)	(7,273	)	(15,589	)	(5,910	)	0
Shareholders' deficit/(equity)	11,228		14,310		(40,025	)	(122,896	)	(108,851	)
Total liabilities and shareholders' equity	201,549		199,878		243,159		195,298		166,252

(1)

Cash cost is a term for working (production) cost, calculated by dividing cash operating costs by gold ounces produced for all periods presented. This is a non-US GAAP measurement typically used in the mining industry. Our cash operating costs consists primarily of production costs, and include mine production (which includes labor, consumable stores and utilities), transport and refinery costs. Cash costs per ounce should not be considered by investors as an alternative to operating profit or net profit attributable to shareholders or as an indicator of our performance. Our definition of cash cost may differ to similarly titled measures of other companies. However, we believe that cash costs per ounce is a useful indicator to investors and management of a mining company's performance as it provides an indication of a company's profitability and efficiency, the trends in costs as the company's operations mature and a measure of a company's gross margins per ounce by comparison of total cash costs per ounce to the spot price of gold.

B.    CAPITALIZATION AND INDEBTEDNESS

        Not applicable

C.    REASONS FOR THE OFFER AND USE OF PROCEEDS

        Not applicable

D.    RISK FACTORS

        In addition to the other information included in this Annual Report, the considerations listed below could have a material adverse effect on our business, financial condition or results of operations, resulting in a decline in the trading price of our securities. The risks set forth below comprise all of the material risks currently known to us. However, there may be additional risks that we do not currently know of or that we currently deem immaterial based on information available to us. These factors should be considered carefully, together with the information and financial data set forth in this Annual Report.

Risk Relating to Us and Our Industry

We have a history of losses and may continue to incur losses in the future.

        We have incurred net losses during recent years, and we cannot assure you that we will not continue to incur substantial losses in the future. Furthermore, the net losses that we incurred during the year ended June 30, 2002, or fiscal 2002, would have been greater had we not experienced a 2% rise in gold prices and a 27% devaluation of the Rand against the Dollar during fiscal 2002, factors which were beyond our control. Our revenues and income are dependent on many factors such as:

•

changes in the market price of gold;

•

changes in the Rand/Dollar exchange rate;

•

our levels of gold production;

2

•

our ability to control production costs;

•

the emergence of unforeseen liabilities; and

•

changes in market interest rates.

Changes in the market price for gold, which in the past has fluctuated widely, affect the profitability of our operations and the cash flows generated by those operations.

        Substantially all of our revenues come from the sale of gold. Thus, the market price of gold has a significant effect on our results of operations, our ability to pay dividends and undertake capital expenditures, and the market price of our securities.

        Historically, gold prices have fluctuated widely and are affected by numerous industry factors over which we have no control, including:

•

the demand for gold for industrial uses and for use in jewelry;

•

actual, expected or rumored purchases and sales of gold bullion holdings by central banks or other large gold bullion holders or dealers;

•

speculative trading activities in gold;

•

the overall level of forward sales by other gold producers;

•

the overall level and cost of production by other gold producers;

•

international or regional political and economic events or trends;

•

the strength of the Dollar (the currency in which gold prices generally are quoted) and of other currencies;

•

financial market expectations regarding the rate of inflation; and

•

interest rates.

        In addition, the current demand for and supply of gold affects the price of gold, but not necessarily in the same manner as current demand and supply affect the prices of other commodities. Since the potential supply of gold (including quantities held by governments and others) is large relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or the gold price.

        If gold prices should fall below our cost of production and remain at such levels for any sustained period, we may experience losses and may be forced to curtail or suspend some or all of our operations. In addition, we might not be able to recover any losses we may incur during that period or maintain adequate gold reserves for future exploitation.

Because we rely on three mining operations for substantially all of our revenues and cash flow, our business will be harmed if those operations are negatively impacted.

        Gold production at our Harties, Buffels and Blyvoor Sections together accounted for approximately 77% of our total gold production in fiscal 2002 and 78% in fiscal 2001. These mines are regarded as older, lower-grade gold producers. Our ability to identify ore reserves that can be mined economically and to maintain sufficient controls on production and other costs will have a material influence on the future viability of these mines. Our results of operations, cash flows and financial condition could be materially and adversely affected by negative developments affecting these operations (such as seismic events, underground fires and labor interruptions).

3

Because we operate primarily in South Africa and most of our production costs are in Rand, while gold is generally sold in Dollars, our operating results or financial condition could be materially harmed by an appreciation in the value of the Rand.

        Gold is sold throughout the world principally in Dollars, but our operating costs are incurred principally in Rand. As a result, any significant and sustained appreciation of the Rand against the Dollar may, in Dollar terms, materially increase our costs and reduce revenues.

        The Rand has experienced significant depreciation against the Dollar in recent years and continued to weaken against the Dollar throughout calendar 2001, with the Rand depreciating by approximately 58.6% in 2001. The long-term trend of depreciation of the Rand against the Dollar may not continue. If the depreciation trend for the Rand reverses, this change could have a material adverse effect on our operating results or financial condition. During the first six months of 2002, the Rand appreciated by approximately 14% against the Dollar, which has had an adverse effect on our operating results.

        Since the determination of the exchange rate of the Rand is primarily tied to market forces, its value at any time cannot be considered a true reflection of underlying value so long as the exchange controls implemented by the South African government exist. We have no foreign exchange hedging contracts to offset currency fluctuations.

Our gold reserve figures are estimates based on a number of assumptions and may yield less gold under actual production conditions than we currently estimate.

        Our ore reserves figures are estimates which may not reflect actual reserves or future production. We have prepared these figures in accordance with industry practice and SEC Industry Guide number 7, converting mineral resource estimates to an ore reserve through the preparation of a mining plan. The ore reserve estimates contained herein have been determined and valued based on assumed future gold prices, cut-off grades and operating costs that may prove to be inaccurate. Reserve estimates require revisions based on actual production experience or new information. Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar examinations, reserve estimates may have to be adjusted and mining plans may have to be altered in a way that might adversely affect our results of operations. Moreover, if the price of gold declines, or stabilizes at a price that is lower than recent levels, or if our production costs increase or recovery rates decrease, it may become uneconomical to recover ore reserves containing relatively lower grades of mineralization. Under these circumstances, we would be required to re-evaluate our ore reserves. Additionally, short-term operating factors relating to the ore reserves, such as the need for sequential development of ore bodies and the processing of new or different grades, may adversely affect our profitability in any particular period.

We may incur increased costs or lose opportunities for gains as a result of our agreement with Eskom.

        Under the terms of our agreement with Eskom, our electricity provider, we are obligated to deliver to Eskom fixed amounts of gold at future dates as payment for some of our electricity requirements. If the price of gold rises significantly in Rand terms the value of the gold we deliver to Eskom would increase, thereby depriving us of an opportunity to recognize revenue gains and increasing the cost of electricity to us. Significant increases in the costs of our electricity could have a material adverse effect on our results of operations.

Because we do not use forward sale arrangements to protect against low gold prices with respect to most of our production, we are exposed to the impact of any significant drop in the gold price.

        We do not intend to enter into new forward sales to reduce our risk of exposure to volatility in the gold price. Accordingly, with respect to most of our production, we are not protected against decreases in the gold price and if the gold price decreases significantly we will realize reduced revenues.

4

Following the sale of 60% of our interest in Crown Gold Recoveries (Pty) Ltd, or CGR, we no longer have full management control over the operations at the Crown Section.

        On July 1, 2002, our ownership interest in the Crown Section decreased to 40%. Accordingly, we no longer exercise full management control over the Crown Section and cannot unilaterally cause CGR to adopt a particular budget, pay dividends or repay its indebtedness, including debt held by us. We cannot assure you that CGR's current management will manage CGR in a manner that is favorable to us. Our results of operations may be adversely affected by conduct over which we have limited control.

The acquisition of East Rand Proprietary Mines Ltd, or ERPM, by CGR, our 40% owned company, is subject to risks and uncertainties which could have a material adverse effect on CGR and, accordingly, on our results of operations.

        In October 2002, CGR entered into an agreement to purchase ERPM, a South African mining company. CGR is acquiring ERPM as is, without indemnification for any disclosed or undisclosed liabilities, which liabilities could ultimately have a material adverse effect on ERPM's results of operation and financial condition. ERPM is exposed to all the risks applicable to a mining operation in the ordinary course. In particular, ERPM has recently experienced some labor unrest, and ERPM could suffer a material adverse effect on its business if such activities are repeated. Additionally, there is a regular ingress of water into the underground workings of ERPM, and the failure of the mine's pumping operations or the installed plugs could have a material adverse effect on ERPM's results of operations and financial condition.

        Additionally, Jetvac CC has instituted proceedings against ERPM claiming R21.5 million ($2.0 million) in a dispute under a stope vacuuming contract. If Jetvac CC is successful in its claim, the result could have a material adverse effect on ERPM's results of operations and financial condition.

Our production costs may fluctuate and have an adverse effect on our results of operations.

        Our historical production costs have varied significantly and we cannot predict what our production costs may be in the future. Production costs are affected by, among other things:

•

labor stability, lack of productivity and increases in labor costs;

•

unforeseen changes in ore grades and recoveries;

•

unexpected changes in the quality or quantity of reserves;

•

unstable or unexpected ground conditions with seismicity;

•

technical issues;

•

environmental and industrial accidents;

•

permitting requirements;

•

gold theft;

•

environmental factors; and

•

pollution.

        Any material increase in our production costs will likely have a material adverse effect on our results of operations.

The exploration of mineral properties is highly speculative in nature, involves substantial expenditures, and is frequently unproductive.

        Exploration for gold is highly speculative in nature. Our future growth and profitability will depend, in part, on our ability to identify and acquire additional mineral rights, and on the costs and results of our continued exploration and development programs. Many exploration programs, including some of ours, do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient quantity or quality to be mined profitably. Our mineral exploration rights may not contain commercially exploitable reserves of gold. Uncertainties as to the metallurgical recovery of any

5

gold discovered may not warrant mining on the basis of available technology. Our operations are subject to all of the operating hazards and risks normally incidental to exploring for and developing mineral properties, such as:

•

encountering unusual or unexpected formations;

•

environmental pollution;

•

personal injury and flooding; and

•

decrease in reserves due to a lower gold price.

        If we discover a viable deposit, it usually takes several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. Moreover, we will use the evaluation work of professional geologists, geophysicists, and engineers for estimates in determining whether to commence or continue mining. These estimates generally rely on scientific and economic assumptions, which in some instances may not be correct, and could result in the expenditure of substantial amounts of money on a deposit before it can be determined whether or not the deposit contains economically recoverable mineralization. As a result of these uncertainties, we may not successfully acquire additional mineral rights, or identify new proven and probable reserves in sufficient quantities to justify commercial operations in any of our properties.

        If management determines that capitalized costs associated with any of our gold interests are not likely to be recovered, we would incur a writedown on our investment in that interest. All of these factors may result in losses in relation to amounts spent which are not recoverable.

        In particular, we estimate that approximately R7.5 billion ($711 million) will be required to complete the first stage of the Argonaut Project, known as the Central Shaft. The current exploration and feasibility study will require approximately R500 million ($47.4 million) to complete which includes R200 million ($19 million) needed to complete the initial seismic survey. We may not be able to raise the finances required to complete these activities.

        Depending on the capital required, we may seek third party financing to fund the development of our exploration projects that we believe have the potential to be profitable. We cannot assure you that such third party financing will be available to us on acceptable terms, or at all.

We may experience problems in managing new acquisitions and integrating them into existing operations which could have a material adverse effect on us.

        Our objective is to grow our business by improving our existing operations as well as through acquisitions. Our success at completing any acquisitions will depend on a number of factors, including, but not limited to:

•

identifying acquisitions which fit our strategy;

•

negotiating acceptable terms with the seller of the business to be acquired; and

•

obtaining approval from regulatory authorities in South Africa and the jurisdiction of the business to be acquired.

        If we do make any acquisitions, any positive effect on our results will depend on a variety of factors including:

•

assimilating the operations of an acquired business in a timely and efficient manner;

•

maintaining our financial and strategic focus while integrating the acquired business;

•

implementing uniform standards, controls, procedures and policies at the acquired business; and

•

to the extent that we make an acquisition outside of markets in which we have previously operated, conducting and managing operations in a new operating environment.

6

        Acquiring additional businesses could place increased pressure on our cash flow if such acquisitions are accomplished by applying cash. The integration of our existing operations with any acquired business will require significant expenditures of time, attention and funds. Achievement of the benefits expected from consolidation will require us to incur significant costs in connection with, among other things, implementing financial and planning systems. We may not be able to integrate the operations of the recently acquired subsidiary companies or restructure our previously existing operations without encountering difficulties. In addition, this integration and restructuring may require significant attention from our management team, which may detract attention from our day-to-day business. Over the short-term, difficulties associated with integration and restructuring could have a material adverse effect on our business, operating results, financial condition and price of our securities.

Due to the nature of mining and the type of gold mines we operate, we face a material risk of liability, delays and increased production costs from environmental and industrial accidents and pollution.

        The business of gold mining by its nature involves significant risks and hazards, including environmental hazards and industrial accidents. In particular, hazards associated with our underground mining operations include:

•

rock bursts;



•

seismic events;



•

discharges of gases and toxic chemicals;



•

underground fires and explosions, including those caused by flammable gas;



•

cave-ins or falls of ground;



•

releases of radioactivity;



•

flooding;



•

sinkhole formation and ground subsidence;



•

other accidents and conditions resulting from drilling, blasting and removing and processing material from an underground mine; and



•

accidents associated with transportation.

        Hazards associated with our open pit mining operations include:

•

flooding of the open pit;



•

collapses of the open pit walls;



•

accidents associated with the operation of large open pit mining and rock transportation equipment;



•

accidents associated with the preparation and ignition of large scale open pit blasting operations;



•

production disruptions due to weather; and



•

hazards associated with processing, such as groundwater and waterway contamination.

        Hazards associated with our rock dump mining and tailings disposal include:

•

accidents associated with operating a rock dump and rock transportation;



•

production disruptions due to weather;



•

collapses of tailings dams; and



•

ground and surface water pollution.

7

        We are at risk of experiencing any and all of these environmental or other industrial hazards. In particular, due to the extreme depth of the Argonaut Project we face heightened risks due to heat, seismicity and rock stresses. The occurrence of any of these hazards could delay production, increase production costs and result in liability for us.

Flooding at our operations may cause us to incur liabilities for environmental damage.

        Like a number of other mining companies in South Africa, we have received financial assistance from the South African government for the pumping of extraneous water from underground mine workings. Application for such assistance is made on an annual basis. However, effective April 1, 1998, the South African government withdrew our pumping subsidy and on July 1, 1998 all pumping at the Durban Deep and West Wits Sections ceased. We expect that the progressive flooding of both the western and central basin will eventually cause the discharge of polluted water to the surface and to local water sources. Flooding of the central basin and the western basin in the area where we have ceased mining operations may cause environmental damage for which we and other parties may be liable. We cannot estimate the amount of any potential liability to us, which amount could materially and adversely effect our financial condition and could have a significant impact on us in the event of joint and several liability.

If we are unable to attract and retain key personnel our business may be harmed.

        The success of our business will depend, in large part, upon the skills and efforts of a small group of management and technical personnel, including Mark Wellesley-Wood, our Chairman and Chief Executive Officer. Factors critical to retaining our present staff and attracting additional highly qualified personnel include our ability to provide these individuals with competitive compensation arrangements, equity participation and other benefits. If we are not successful in retaining or attracting highly qualified individuals in key management positions, our business may be harmed. We do not maintain "key man" life insurance policies on any members of our executive team. The loss of any of our key personnel could adversely impact our ability to execute our business plan which may adversely effect our results of operations.

Our insurance coverage may prove inadequate to satisfy potential claims.

        We may become subject to liability for pollution or other hazards against which we have not insured or cannot insure, including those in respect of past mining activities. Our existing property and liability insurance contains exclusions and limitations on coverage. In addition, we have experienced large increases in our insurance premiums recently, and insurance may not continue to be available at economically acceptable premiums. As a result, in the future our insurance coverage may not cover the extent of claims against us, including claims for environmental or industrial accidents or pollution. If we are required to meet claims which exceed our insurance coverage our results of operations would be adversely affected.

Risks Related to Doing Business in South Africa and Papua New Guinea

Government policies aimed at vesting the custodianship of mineral resources in the State in South Africa may adversely impact our operations and profits.

Surface Right Permits

        In South Africa, surface right permits are not property but are statutory rights issued under repealed mining legislation to use an area of the surface of the land for a specific purpose incidental and ancillary to mining which supercedes the rights of third party ownership of the surface. To the extent that rights to any surface infrastructure or surface use is not held by us or any of our subsidiaries under a surface right permit then we will have to rely on surface ownership or we must reach an agreement with the owner of the surface for such surface use or surface infrastructure.

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Government regulation and legal proceedings

        Our activities are subject to extensive laws and regulations controlling not only the mining of and exploration for mining properties, but also the possible effects of such activities upon the environment. Permits from a variety of regulatory authorities are required for many aspects of mine operations and reclamation. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development of our properties. The extent of the adverse financial impact cannot be predicted.

The Mineral and Petroleum Resources Development Bill

        The Mineral and Petroleum Resources Development Bill, or the Bill, was assented to by the President of South Africa on October 4, 2002. However, the Department of Minerals and Energy, or the Department, is unclear as to when it will come into effect. In order to ensure proper administration, promulgation can only take place once the Money Bill, the amendments to the Mining Titles Registration Act, 1967 (as amended), Regulations, or the Regulations, and the Mining Charter have been completed.

        The Money Bill is currently being drafted by the Department of Finance to provide for the manner in which royalty payments payable by the holder of a prospecting or mining right to the State will be determined. The Money Bill is expected to be published for comment before the end of this year. The Department has prepared the draft to the Mining Titles Registration Act, 1967 (as amended), or the Act, but this has not yet been published and the drafting team still requires further meetings before the amendments can be finalized. It is unlikely that the amendments will be released for public comment before the end of December. The Department is intending to extensively amend the Act. These amendments are needed to bring the provisions contained in the Act in line with those contained in the Bill. The Regulations are also required prior to promulgation of the Bill so as to give effect to certain provisions of the Bill such as the prescribed social and labor plan and the terms and conditions of prospecting and mining rights. The final draft of the Mining Charter was submitted to the President of South Africa for review on October 4, 2002. It was published on October 9, 2002.

        The President of South Africa stated publicly that empowerment in the mining industry is a matter of black participation and not nationalization. Black participation would have to take into account fair market value of the affected assets. The key elements of the Mining Charter are: human resources development, employment equity, access to finance and technology, ownership, access to viable deposits, socio-economic issues, beneficiation strategy and mineral specific constraints. The Mining Charter requires that ownership of 26% of the mining industry assets of each operation must vest in Historically Disadvantaged South Africans, or HDSA's, within ten years of enactment of the Bill. A number of ownership criteria will be considered in determining whether to grant a prospecting or mining right, such as employment equity and human resource development. The transfer of ownership must be transparent and for fair market value. The South African mining industry has committed to assist HDSA's in securing financing to fund participation in an amount of R100 billion within the first five years of enactment of the Bill.

        The Bill proposes that the State will become the custodian of all South Africa's mineral resources. The State will have the right to grant, control and administer access to those mineral resources. Royalties are payable to the State in consequence of exercising the prospecting and mining rights to be granted under the Bill, when enacted. Ensuring security of tenure for existing operations is a primary objective of the Bill in view of it extinguishing ownership of mineral rights in a phased manner. All existing prospecting operations have two years and existing mining operations have five years after enactment of the Bill to convert existing rights to prospect or mine in order to bring those rights within the proposed new order. We have to comply with a number of requirements to effect such conversion which will be based on the principle of "use it and keep it", including the provisions of the Mining

9

Charter and prescribed social and labor plans. The refusal of a substituted right may have a material adverse effect on our operations.

        In respect of the Argonaut Project, we must submit an application for a prospecting permit. Before being in a position to do so, we must obtain the consent of the local authority and engage in a public consultation process with interested and effected parties as a result of the project underlying residential township areas. It is possible that, as a result of these requirements, a delay of six to eight months or more will be incurred before we will be in a position to submit our application for a prospecting permit. If the Bill is enacted in the interim, we will have one year within which to apply for a prospecting permit under the new mining regime. If the application is not submitted within the one year period or is refused, our registered title to the mineral rights falling within the Argonaut Project will be extinguished.

Since our labor force has substantial trade union participation, we face the risk of disruption from labor disputes and new South African labor laws.

        We currently employ and contract approximately 21,000 people in South Africa, of whom, approximately 70% are members of trade unions or employee associations. This includes all employees of CGR but excludes employees at ERPM. Accordingly, we are at risk of having our production stopped for indefinite periods due to strikes called by unions and other labor disputes. In South Africa, in addition to strikes, on occasion we experience work stoppages based on national trade union "stay away" days regardless of the state of our relations with workforce. We have entered into various agreements regulating wages and working conditions at our South African mines through June 30, 2003 at which time we will need to re-negotiate these agreements. Significant labor disruptions may have a material adverse effect on our operations and financial condition. We are not able to predict whether we will experience significant labor disputes in the future.

        In recent years, labor laws in South Africa have significantly changed in ways that affect our operations. In particular, laws that provide for mandatory compensation in the event of termination of employment for operational reasons and that impose large monetary penalties for non-compliance with the administrative and reporting requirements of affirmative action policies could result in significant costs to us. In addition, future South African legislation and regulations relating to labor may further increase our costs or alter our relationship with our employees.

Our operations in South Africa and Papua New Guinea are subject to extensive regulations which could impose significant costs and burdens.

Environmental

        Our South African operations are subject to various environmental laws and regulations including, for example, those relating to water management, waste treatment, emissions and disposal, and must comply with permits or standards governing, among other things, tailings dams and waste disposal areas, water use, air emissions and water discharges. We may, in the future, incur significant costs to comply with the South African environmental requirements imposed under existing or new legislation, regulations or permit requirements or to comply with changes in existing laws and regulations or the manner in which they are applied. Also, we may be subject to litigation and other costs as a result of environmental rights granted to individuals under South Africa's Constitution or other sources of rights. These costs could have a material adverse effect on our business, operating results and financial condition.

        The Blyvoor Section has its own unique environmental risks, due to its dolomitic geology, sinkholes and subsidences which require remediation using appropriate cost-effective filling techniques.

        Additionally, two of our operations have to pump mine water to the surface. The consequence of this pumping could be that ground water, streams and wetlands become polluted. Also, dolomitic rock

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will be dissolved, resulting in an increased risk of sinkholes and possible pollution of fresh water resources stored in dolomitic formations. As the water reaches the surface, there will be an increased risk of damage to municipal services, foundations of buildings and properties. We have not conducted an assessment of the full scope of such potential environmental damage, nor are we aware to what extent we may be liable for such damage, if any, resulting from continued or previous flooding of our mines, including the affected mines or other mines not currently experiencing flooding problems.

        The Tolukuma Section in Papua New Guinea also has site specific environmental risks associated with its operations. Tailings are routinely discharged into the Auga/Angabanga river system in accordance with a permit issued by the Papua New Guinea Department of the Environment. Due to the elevated concentrations of heavy metals naturally occurring in the ore, in particular lead, mercury and arsenic, discharges are monitored closely in accordance with the terms of an environmental monitoring program. Cyanide associated with the tailings deposited is detoxified and cyanide levels are monitored daily. However, should we be unable to control the cyanide, the increased levels of cyanide could pose potential adverse health risks to the surrounding communities and may result in us violating our mining permit conditions under the PNG Environmental Act 2000 and Regulations 2000 and may expose us to civil and criminal liability when this legislation comes into effect.

        South African mining companies are required by law to undertake rehabilitation works as part of their ongoing operations. In addition, during the operational life of their mines, they must provide for the cost of mine closure and post-closure rehabilitation and monitoring once mining operations cease. We fund these environmental rehabilitation costs by making contributions into environmental trust funds established for each of the operations, which amounts are approved by the authorities. As of June 30, 2002, we had contributed a total of $12.1 million to the funds. Changes in legislation or regulations (or the approach to enforcement of them) or other unforeseen circumstances may materially and adversely affect our future environmental expenditures or the level and timing of our provisioning for these expenditures.

        In the future, compliance with the Mine Health and Safety Act, 1996 (as amended) and the Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), may require significant expenditures which could have a material and adverse effect on our operations.

Land Claims

        Our privately held land and mineral rights in South Africa could be subject to land restitution claims under the Restitution of Land Rights Act, 1994 (as amended), or Land Rights Act. Under the Land Rights Act, any person who was dispossessed of rights in land in South Africa as a result of past racially discriminatory laws or practices is granted certain remedies, including the restoration of the land. The initial deadline for such claims was December 31, 1998. We have not been notified of any land claims, but it is possible that administrative delays in the processing of claims could have delayed such notification. Any claims of which we are notified in the future could have a material adverse effect on our right to the properties to which the claims relate and, as a result, on our business, operating results and financial condition.

AIDS poses risks to us in terms of productivity and costs.

        Acquired Immune Deficiency Syndrome, or AIDS, represents a very serious threat to us and the mining industry in South Africa as a whole in terms of the potential reduced productivity and increased medical costs. The exact extent of infection in our workforce is not known at present. However, it is estimated by the industry that the prevalence of HIV, the virus that causes AIDS, in the mining industry workforce in South Africa is approximately 37%. Reductions in productivity and increases in medical costs would adversely effect our results of operations.

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Political or economic instability in South Africa or regionally may have an adverse effect on our operations and profits.

        We are incorporated and own significant operations in South Africa. As a result, political and economic risks relating to South Africa could adversely affect business operating results and financial conditions. Large parts of the South African population do not have access to adequate education, health care, housing and other services, including water and electricity. Government policies aimed at alleviating and redressing the disadvantages suffered by the majority of citizens under previous governments may have an adverse impact on our operations and profits. In recent years, South Africa has experienced high levels of crime and unemployment. These problems have impeded fixed inward investment into South Africa and have prompted emigration of skilled workers. As a result, we may have difficulties attracting and retaining qualified employees.

        Recently, the South African economy has been growing at a relatively slow rate, inflation and unemployment have been high by comparison with developed countries, and foreign reserves have been relatively low. In the late 1980s and early 1990s, inflation in South Africa reached record highs. This increase in inflation resulted in considerable year on year increases in operational costs. In recent years, the inflation rate has decreased and as of November 2002 the inflation rate stood at 12.7%. A return to significant inflation in South Africa, without a concurrent devaluation of the Rand or an increase in the price of gold, could have a material adverse effect on our operating results and financial condition.

        There has been regional political and economic instability recently in neighboring Zimbabwe. Any similar political or economic instability in South Africa could have a negative impact on our ability to manage and operate our South African operations and could adversely effect our results of operations.

Our ability to conduct business outside South Africa could be materially constrained by South African exchange control regulations.

        South Africa's exchange control regulations restrict the export of capital from South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Swaziland, known collectively as the Common Monetary Area. Transactions between South African residents (including companies) and non-residents of the Common Monetary Area are subject to exchange controls enforced by the South African Reserve Bank. As a result, our ability to raise and deploy capital outside the Common Monetary Area is restricted. In particular, we are:

•

generally not permitted to export capital from South Africa or to hold foreign currency without the approval of the South African Reserve Bank;



•

generally required to repatriate to South Africa profits of our foreign operations; and



•

limited in our ability to utilize the income of one foreign subsidiary to finance the operations of another foreign subsidiary.

        These restrictions could adversely affect our operations, particularly our ability to fund acquisitions and exploration projects outside South Africa.

An acquisition of non-South African shares or assets, or South African shares or assets from a non-South African, by South African resident purchasers is subject to exchange control regulations and may not be granted regulatory approval.

        Potential acquisitions of non-South African shares, or assets or South African shares or assets from a non-South African by South African resident purchasers, are subject to prior approval by the South African Reserve Bank, or SARB, pursuant to South African exchange control regulations. The SARB may refuse to approve such proposed acquisitions by us in the future. As a result, our management may be limited in its ability to consider strategic options and our shareholders may not be able to

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realize the premium over the current trading price of our ordinary shares which they might otherwise receive upon such an acquisition.

Investors in the United States may have difficulty bringing actions, and enforcing judgments, against us, our directors and our executive officers based on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof.

        We are incorporated in South Africa. Substantially all of our directors and executive officers (and certain experts named herein) reside outside of the United States. Substantially all of the assets of these persons and substantially all of our assets are also located outside the United States. As a result, it may not be possible for investors to effect service of process on these persons or us within the United States or to enforce a judgment obtained in a United States court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof against these persons or us. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be enforced by South African courts provided that:

•

the court which pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by South African law with reference to the jurisdiction of foreign courts;



•

the judgment is final and conclusive (that is, it cannot be altered by the court which pronounced it);



•

the judgment has not been prescribed;



•

the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including observance of the rules of natural justice which require that the documents initiating the United States proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal;



•

the judgment was not obtained by fraudulent means;



•

the judgment does not involve the enforcement of a penal or revenue law; and



•

the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act, 1978 (as amended), of South Africa.

        It is the policy of South African courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system, that does not mean that such awards are necessarily contrary to public policy. Whether a judgment was contrary to public policy depends on the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. South African courts cannot enter into the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court. South African courts will usually implement their own procedural laws and, where an action based on an international contract is brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African law. An original action based on United States federal securities laws cannot be brought before South African courts. A plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in South Africa. Furthermore, the Rules of the High Court of South Africa require that documents executed outside South Africa must be authenticated for the purpose of use in South African courts.

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ITEM 4.    INFORMATION ON THE COMPANY

A.    HISTORY AND DEVELOPMENT OF THE COMPANY

Introduction

        Durban Roodepoort Deep, Limited is a gold mining company engaged in underground and surface gold mining including exploration, extraction, processing and smelting. Our operations consist of the North West Operations, the Blyvoor Section and our 40% interest in Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. We also have exploration projects in South Africa, Papua New Guinea and Australia, though our principal focus is on our operations in South Africa. Gold currently accounts for more than 14% of the value of total South African exports. South Africa is the world's largest producer of gold, with an annual production of more than 400 tons according to the World Gold Council.

        Our registered office and business address is 45 Empire Road, Parktown, Johannesburg, South Africa, 2193. The postal address is P.O. Box 390, Maraisburg 1700, South Africa. Tel. (+27 11) 381-7800, Fax (+27 11) 482-4641. We are registered under the South African Companies Act, 1973 (as amended) under registration number 1895/000926/06. For our ADRs, the Bank of New York, 101 Barclay Street., New York, NY 10286 has been appointed as agent.

        We are a public company, formed on February 16, 1895 and our shares were listed on the JSE that year. In 1898, our milling operations commenced with 30 stamp mills. In that year, we treated 38,728 tons of ore and produced 22,958 ounces of gold. We have focused our operations on the West Witwatersand basin which has been a gold production region for over 100 years. The Blyvoor Section and North West Operations, which is comprised of the Buffels Section and Harties Section, are predominantly underground operating mines located within the Witwatersrand Basin, exploiting gently to moderately dipping gold bearing quartz pebble conglomerates in addition to certain surface sources. The Crown Section, also located within the Witwatersrand Basin, exploits various surface sources, including sand and slime tailings deposited as part of previous mining operations.

        Our operational focus is to increase production, improve productivity and reduce costs. Our cash costs have decreased from an average of $258 per ounce of gold in 2000 to $209 per ounce of gold in 2002. Since 1997, our production has increased from less than 170,000 ounces per year to in excess of one million ounces in fiscal 2002. We currently process approximately 0.3 million tons of ore per month from underground operations with an average recovery of 0.215 ounces of gold per ton of ore. Surface production is derived from tailings dams and waste rock of approximately 1.8 million tons per month with an average recovery of 0.017 ounces of gold per ton of ore processed.

        Available proven and probable reserves as of June 30, 2002 were estimated at 16.3 million ounces, as compared to approximately 14.4 million ounces at June 30, 2001 representing a 13% increase. The increase in the average gold price during fiscal 2002 decreased the economically viable cut-off grade and thus increased our proven and probable reserves. We seek to upgrade resources to reserves through development and to acquire additional new reserves through acquisitions. Our metallurgical plants have a combined throughput capacity of 24 million tons per annum.

        We have had a number of changes in management and in the composition of our board of directors during the last year. Our reorganized management team has made important changes to our business, most notably, a major restructuring of our hedge book. We have embraced the South African government's drive for black empowerment and concluded a transaction with Kumho Bathong Holdings (Pty) Ltd, or KBH, involving the sale of a 60% share of our interest in CGR. We also took positive steps to start growing our asset base and making our production profile more sustainable. For example we accelerated our exploration programs at the Tolukuma and Harties Sections. We re-commissioned

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the No. 6 shaft at the Harties Section and, through a new decline, accessed additional reserves. The expansion program at the Blyvoor Section has resulted in new mining areas being accessed and the ore reserves increasing.

        As a result of the increase in our proven and probable reserves, the life at the Blyvoor Section has been extended from 12 to 26 years; the life at the Buffels Section is eight years, and the Harties Section now has a life of ten years compared with less than one year when we acquired it in 1999. We believe the results are indicative of our focus and strategy under our reorganized management team.

Our History and Development

        In 1992, our holding group (Rand Mines) was restructured and a new company, Randgold & Exploration Company Limited, or Randgold, was formed to provide management services to our gold mines.

        During 1996, we acquired the entire share capital of West Witwatersrand Gold Holdings Limited, which was the parent company of West Witwatersrand Gold Mines Ltd or West Wits, in exchange for an aggregate of 1,846,087 ordinary shares. Simultaneously with this transaction, we acquired the Consolidated Mining Corporation Ltd's loan to West Witwatersrand Gold Holdings Limited and the entire issued capital and shareholders' claim and loan account of East Champ d'Or Gold Mine Ltd, a gold mining company with mining title in the West Rand.

        Also during 1996, our ADRs began trading on the Nasdaq National Market. However, in December 2000, we received notice from the Nasdaq Stock Market, Inc. of its intention to de-list our ADRs from the Nasdaq National Market due to the fact that the ADRs were consistently trading below the required minimum bid price of $1.00. In February 2001, we decided to voluntarily remove our ADRs from the Nasdaq National Market. Our ADRs are now listed on the Nasdaq SmallCap Market.

        In August 1997, we purchased the mineral rights represented by the Argonaut Project from Randgold.

        On September 15, 1997, we acquired the entire share capital of Blyvooruitzicht Gold Mining Company Ltd, or Blyvoor, in exchange for 12,693,279 ordinary shares, calculated at a ratio of 25 ordinary shares for every 100 Blyvoor shares. Also on September 15, 1997, we acquired Buffels in exchange for 14,300,396 ordinary shares, calculated at a ratio of 110 of our ordinary shares for every 100 Buffels ordinary shares.

        On September 14, 1998 we acquired Crown in exchange for 5,925,139 ordinary shares, calculated at a ratio of 11.55 of our ordinary shares for every 100 Crown linked units. A Crown linked unit was comprised of one Crown ordinary share and one Crown unsecured variable-rate debenture, due November 10, 2003, then valued at R3.00.

        On August 16, 1999, Buffels acquired the majority of the assets and liabilities of the Harties mining operation from Avgold Limited, a South African mining company, for R45 million.

        During September 1999, we purchased 28,693,002 (19.9%) ordinary shares in Dome Resources Ltd, or Dome, for R34.9 million ($3.3 million). On March 13, 2000 we made an unconditional offer to the shareholders of Dome to acquire all the shares in Dome which we did not already own. The offer consisted of one of our ordinary shares and A$0.80 cash for every nine Dome shares. The closing date for this offer was April 13, 2000 but the offer was extended as only 92% of Dome ordinary shares had been acquired. We completed this acquisition in June 2001.

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        During August 2000, our management decided to cease all operations at the Durban Deep Section and both underground and open pit operations at the West Wits Section. This decision was taken after the South African government withdrew the water pumping subsidy. Without the subsidy, mining at the Durban Deep Section would become prohibitively expensive.

        In April 2001, we launched the Blyvoor Expansion Project. This project will facilitate the commissioning of additional infrastructure and the opening up of additional mining areas to further enable the effective mining of payable mineral resources at the Blyvoor Section. As a result of this anticipated increase in production, the life of the mine for the Blyvoor Section has been increased to 25 years.

        In June 2002, we entered into an agreement with Bophelo Trading (Pty) Limited, or BTL for the sale of the West Wits gold plant and certain related assets for R25 million ($2.4 million) to process certain sand dumps, surface materials, freehold areas and surface right permits located at the West Wits Section. We retain the right to mine underground by virtue of certain mining titles and mining authorizations on the property. The purchase price was to be paid in installments from September 30, 2002. As part of the agreement, we agreed to indemnify BTL against any loss, damage or expense which BTL might incur as a result of any liability in connection with the transferred assets, the cause of which arose prior to this sale. The sale is still pending and the agreement has not yet taken effect as a number of conditions precedent are still outstanding. We are re-negotiating the agreement with BTL to amend the payment terms of the purchase price and the payment of the purchase price has been suspended by agreement until these negotiations are complete.

Important Events in the Current Year

        During February and May 2002, we conducted private placements for a total of 12,000,000 of our ordinary shares. The net proceeds of these private placements was R445.5 million ($42.2 million) which we used to partially fund a major restructuring of our hedgebook.

        During the course of the audit exercise for the 2000 fiscal year, certain irregular transactions came to our attention. An internal investigation commenced at the insistence of a special committee of the board of directors. During the course of this investigation, we discovered that all 8,282,056 ordinary shares issued ostensibly for the acquisition of the Rawas gold mine in 1999 were invalidly issued and allotted. At a shareholders' meeting, our shareholders resolved, by special resolution, that we should apply to the High Court of South Africa for validation of the issuance of the ordinary shares. We have made this application and the High Court of South Africa validated the issuance on June 19, 2002.

Important Subsequent Events

        Effective July 1, 2002, we engaged in a transaction consistent with our black empowerment strategy by entering into a share purchase agreement with Crown Consolidated Gold Recoveries Ltd, or Crown, Industrial Development Corporation of South Africa, or IDC, and KBH. Under this share purchase agreement, we sold 57% of our interest in CGR to IDC and 3% of our interest in CGR to KBH. KBH obtained an option to purchase IDC's shares of CGR. IDC and KBH also each purchased their respective share of three shareholder loans, aggregating R190.1 million ($18 million) owed by CGR to us.

        As part of this transaction, we loaned KBH R5.3 million ($0.5 million) to fund its initial purchase of 3% of our interest in CGR. The loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 3%. At November 30, 2002 the interest rate on the loan stood at 20% and the outstanding balance was R5.7 million ($0.6 million). This loan has a term of five years from

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July 1, 2002 and is repayable on demand. This loan was secured by a pledge of 48,928,824 shares of ERPM held by KBH. However, since the acquisition of ERPM by CGR, the loan is no longer secured.

        Shortly thereafter, KBH chose to exercise its option to purchase all of IDC's interest in CGR. As a result, with effect from July 15, 2002, the share capital of CGR is now owned 40% by us and 60% by KBH. Also, as part of this transaction, KBH repaid to IDC IDC's portion of the shareholder loans on behalf of CGR. Consequently, CGR now owes 60% of the loans to KBH and 40% of the loans to us.

        Also as part of this transaction, KBH subscribed for 4,794,889 of our ordinary shares for a cash subscription price of R68 million ($6.4 million). The subscription agreement entered into by us and KBH places restrictions on KBH's ability to sell or otherwise dispose of these shares.

        In October 2002, CGR entered into an agreement to acquire 100% of the outstanding share capital of and loan accounts in ERPM for R100 million ($9.5 million). This transaction has been approved by the South African competition authorities. In connection with this transaction, we have provided ERPM with a loan of R10 million ($0.9 million). In addition, an amount of R60 million ($5.7 million) was lent by us to CGR which CGR paid to the then shareholders of ERPM as an interest free loan. CGR has received from the shareholders, as security for the loan, a pledge of the entire issued share capital of ERPM and a cession of the shareholders' claim to CGR. The South African competition authorities have approved the transaction and the R60 million ($5.7 million) loan is deemed to be part payment of the purchase price of R100 million ($9.5 million) by CGR for the acquisition of the shares and the claims of ERPM.

        On November 12, 2002 we issued $66,000,000 of 6% Senior Convertible Notes due 2006, in a private placement. We issued the notes at a purchase price of 100% of the principal amount thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity date in November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, American Depositary Receipts, or ADRs, at a conversion price of $3.75 per share or ADR, subject to adjustment in certain events. We are entitled to redeem the notes at their accreted value plus accrued interest, if any, subject to certain prescribed conditions being fulfilled, after November 12, 2005. We offered the notes only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act, and to non-U.S. persons in reliance on Regulation S under the Securities Act.

        On December 13, 2002, we requested that Deloitte & Touche resign as our independent auditors. Deloitte & Touche have indicated orally to us that effective December 31, 2002, they intend to resign. In response to this, we have engaged KPMG as our new independent accountants effective January 1, 2003, pending Deloitte & Touche's written resignation. Our Audit Committee recommended, and our Board of Directors authorized and approved, the decision to accept the resignation of Deloitte & Touche and to replace them with KPMG.

        The reports of Deloitte & Touche on our financial statements for the past two fiscal years have contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

        In connection with our audits for the two most recent fiscal years there have been no disagreements between us and Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Deloitte & Touche would have caused Deloitte & Touche to make reference thereto in its reports on our financial statements for such years.

        During the two most recent fiscal years there have been no reportable events with regard to us.

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        During the two most recent fiscal years, neither we nor any other person on our behalf has consulted with KPMG LLP on any application of accounting principles or any other matter set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K under the Securities and Exchange Act of 1934, as amended.

        On December 16, 2002 we announced our proposed acquisition of 14% of Emperor Mines Limited, an Australian listed gold mining company for A$11.5 million ($7.8 million). Emperor Mines Limited produces about 150,000 ounces of gold a year from its Vatukoula mine in Fiji. As part of the acquisition we will have the right to appoint two members of the eight member board of Emperor Mines Limited. This acquisition is subject to the approval of the South African Reserve Bank.

B.    Business Overview

Strategy

        Our business strategy is to continue to provide controlled, well-managed growth and establish a reputation of strong corporate governance. The following are the key elements of this strategy:

•

Increasing Gold Production.    We intend to increase gold production from our existing operations through capital expenditure programs that will extend the economic lives of our gold mines and supplement our planned organic growth. These programs include upgrading our treatment plants and accessing new mining areas in and around our existing operations.



•

Conduct Exploration Activities.    We will continue our exploration activities to accelerate the conversion of ore resources to ore reserves. Over the longer term we intend to increase our gold production by exploring in areas which are adjacent to our existing operations in South Africa, commonly referred to as brownfields developments. We also plan a brownfields exploration program including a detailed examination of the deep-level gold deposit in southern Johannesburg known as the Argonaut Project.



•

Acquire Gold Producing Assets.    We plan to accelerate our organic growth with cost-effective acquisitions by acquiring gold producing businesses or companies. Criteria for investment will include favorable financial returns and compatibility with our existing business.



•

Reducing Gold Production Costs.    Our strategy includes reducing production costs by continuing to employ rigorous cost controls and management of working capital and input costs. We believe costs can be reduced by improving our utilization of existing infrastructures and implementing a flat management structure that is focused on reducing administrative costs and managing ore reserves in a manner that allows for effective grade control. We also intend to reduce operational risk by a number of physical measures, such as increased planned maintenance, equipment improvements and asset protection.



•

Providing Exposure to Gold Price.    Our objective is to build a company which offers investors a high level of gearing to the gold price combined with prudent financial safeguards. To accomplish this we have undertaken a major restructuring of our hedge book. Our investors now have an increased participation in any rise in the price of gold and we do not intend to cause this to change. We have retained some protection against a decrease in the price of gold and we will consider protecting our marginal production and capital programs as appropriate.



•

Corporate Governance.    Our reorganized management team intends to stay vigilant in our corporate governance, continuing to comply with international standards and maintaining regular and substantive communications with all stakeholders. We have instituted a new Health and

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Safety policy, Training and Skills development and a proactive Black Empowerment initiative, all overseen by an independent board of directors.

        CGR's acquisition of ERPM is an example of our acquisition strategy. We have provided financial support for the transaction as well as the managerial expertise to run the operation. ERPM is an under-performing mine located to the east of Johannesburg with extensive underground workings and a number of surface tailings dams and dumps. This transaction offers:

•

opportunity to increase future CGR gold production;



•

potential for cost reductions under our management through our mining techniques and cost control process;



•

operational synergies with CGR which should allow ERPM to reduce production costs;



•

attractive financial returns based on the acquisition price for the identified gold reserves and resources; and



•

demonstrable evidence of our commitment to Black Empowerment.

West Witwatersrand Basin Geology

        Blyvoor Section and North West Operations (comprising Buffels Section and Harties Section) are predominantly underground operating mines located within the Witwatersrand Basin, exploiting gold bearing reefs in addition to certain surface sources. Crown Section, also located within the Witwatersrand Basin, exploits various surface sources, including sand and slime tailings deposited as part of historical mining operations. Our underground operations are typical of the many operations in the area which together have produced some 40,000 tonnes of gold over a period of more than 100 years.

        The Witwatersrand Basin comprises a 6km vertical thickness of sedimentary rocks situated within the Kaapvaal Craton, extending laterally for some 300km east-northeast and 100km south-southeast. The sedimentary rocks generally dip at shallow angles towards the center of the basin though locally this may vary. The Witwatersrand Basin is Archaean in age and the sedimentary rocks are considered to be approximately 2.7 to 2.8 billion years old.

        Gold mineralization in the Witwatersrand Basin occurs within horizons termed reefs. These occur within seven separate goldfields located along the eastern, northern and western margins of the basin. These goldfields are known as the Evander Goldfield, the East Rand Goldfield, the West Rand Goldfield, the Far West Rand Goldfield, the Central Rand Goldfield, the Klerksdorp Goldfield and the Free State Goldfield. As a result of faulting and other primary controls of mineralization, the goldfields are not continuous and are characterized by the presence or dominance of different reef units. The reefs are generally less than 2m thick and in certain instances, these deposits form stacked elastic wedges which are tens of meters thick.

        The gold generally occurs in native form within the various reefs, often associated with pyrite and carbon.

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Description of Our Mining Business

Exploration

        Exploration activities are focused on the extension of existing orebodies and identification of new orebodies both at existing sites and at undeveloped sites. Once a potential orebody has been discovered, exploration is extended and intensified in order to enable clearer definition of the orebody and the portions with the potential to be mined. Geological techniques are constantly refined to improve the economic viability of exploration and exploitation.

Mining

        The mining process can be divided into two main phases: (i) creating access to the orebody and (ii) mining the orebody. This basic process applies to both underground and surface operations.

•

Access to the orebody.    In underground mines, access to the orebody is by means of shafts sunk from the surface to the lowest economically and practically mineable level. Horizontal development at various intervals off a shaft (known as levels) extends access to the horizon of the reef to be mined. On-reef development then provides mining access.

        In open-pit mines, access to the orebody is provided by overburden stripping, which removes the covering layers of topsoil or rock, through a combination of drilling, blasting, loading and hauling, as required.

•

Mining the orebody.    The process of ore removal starts with drilling and blasting the accessible ore. The blasted faces are then cleaned and the ore is transferred to the transport system. In open-pit mines, gold-bearing material may require drilling and blasting and is usually collected by loaders or shovels to transfer it to the ore transport system.

        In underground mines, once ore has been broken, scraper systems collect ore from the faces and transfer it to a series of ore passes which gravity feed the ore to hoisting levels at the bottom of the shaft. The ore is then hoisted to the surface in dedicated conveyances and transported either by conveyor belts or other surface systems to the treatment plants. In addition to ore, waste rock broken to access reef horizons must similarly be hoisted and then placed on waste rock dumps. In open-pit mines, ore is typically transported to treatment facilities in large capacity vehicles.

Our Metallurgical Plants and Processes

•

North West Operations

        Metallurgical processing facilities at our North West Operations include four operating plants one serving the Buffels Section, known as the Buffels Plant, and three serving the Harties Section, namely the No. 2 Gold Plant, or 2GP, the Low Grade Gold Plant, or LGGP, and the No. 7 Gold Plant or 7GP. These have a combined operating capacity of 711,000 tonnes per month, or tpm. Currently 2GP treats underground sources with LGGP and 7GP processing surface sources. LGGP also treats oversize screened ore from 2GP feed.

        Buffels Plant:    Commissioned in 1957, the original plant comprised of a conventional circuit including multi-stage crushing and grinding followed by standard dissolution and recovery circuits. The plant was modified from 1994 to 1997 through the closure and demolition of the original comminution sections. This allowed early recovery of clean-up gold and the commissioning of a modern semi-autogenous, or SAG, milling circuit.

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        The current circuit comprises a split stream for milling surface sources and underground ore prior to conventional thickening, cyanide leaching, filtration, zinc precipitation through a Merrill Crowe system and smelting to doré. Both waste and underground milling circuits consist of dedicated SAG mills operating in closed circuits with hydocyclones. The surface sources mill product is further enriched through a flotation circuit, the concentrate being combined with the milled underground ore prior to the leach circuit. The current operating capacity is approximately 310,000tpm which is split as 54,000tpm and 256,000tpm for the underground and surface materials respectively. As a result of the relatively recent commissioning, the comminution and flotation circuits are in a very good condition both mechanically and structurally.

        2GP:    Commissioned in 1954, this plant is comprised of a circuit including multi-stage crushing and milling, flotation, leaching, filtration, zinc precipitation and smelting to doré. The pyrite concentrate from the flotation circuit undergoes cyanidation, during which the majority of gold dissolution takes place. The flotation residues are further processed through a slimes leach circuit. Pyrite concentrates are subsequently oxidised through a roasting operation with sulphuric acid being produced as a by-product and the resultant calcine undergoing further cyanidation for additional gold recovery. We recently de-commissioned the Kemix pumpcell scavenging plant. The operating capacity of the plant is 160,000tpm. This plant is in need of extensive upgrades. It is our intention to demolish this plant at the same time as 7GP. Underground material will then be transferred to LGCP for processing.

        LGGP:    Commissioned in 1987, this plant is comprised of a circuit including crushing, closed circuit milling, thickening, cyanidation and gold recovery in a Carbon-In-Pulp, or CIP, plant, elution, electrowinning and smelting to doré. The current operating capacity of the plant is 155,000tpm.

        7GP:    Commissioned in 1963, this plant is comprised of a circuit including crushing and milling closed by hydrocyclones, and pyrite flotation producing a concentrate for transportation by road tanker to 2GP, where it is further treated in the pyrite section for gold and sulphruic acid production. Sulphur is currently added to the flotation plant feed to improve flotation performance and produce a concentrate capable of being processed through the acid plant circuit. The current operating capacity of the plant is 86,000tpm. Recently, this plant has been used to mill open pit material for cyanidation at 2GP. This plant is in need of extensive upgrades. It is our intention to demolish this plant, along with 2GP, when the supply of rock dump and open pit material is exhausted.

•

Blyvoor Section

        Commissioned during 1969 following relocation as a result of sinkhole formations on the original site, the current plant has an operating capacity of 200,000tpm. This capacity has been recently exceeded. As a result, the maximum throughputs are projected at 207,000tpm. We consider that despite the projected tonnage exceeding the plant capacity in the short term, with sustained plant availability in line with historical achievement and with the four-shift system in place the plant facilities are appropriate to meet the life of mine requirements.

        Metallurgical processing facilities at Blyvoor Section are comprised of a single metallurgical plant. The process route is based on a conventional flowsheet comprising multi-stage crushing, open circuit primary and closed circuit secondary milling with hydrocyclones, thickening and cyanide leaching in a Carbon-in-Pulp, or CIP, carousel arrangement. The gold is recovered through electrowinning followed by smelting to doré. The circuit was recently modified by the closure of the original gold recovery system and the commissioning of a modern carbon Kemix Pump-cell plant.

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•

Crown Section

        Metallurgical processing facilities at Crown Section include three operating plants, known as the City Deep Plant, the Crown Plant and the Knights Plant. Additionally, after CGR's purchase of ERPM on October 10, 2002, the Crown Section also includes the ERPM plant. All of the plants have undergone various modifications during recent years resulting in significant changes to the circuits, specifically, the upgrading of sand sources and currently have sufficient combined operating capacity for the leaching circuits.

        City Deep Plant:    Commissioned in 1987, this plant is comprised of a circuit including screening, primary, secondary and tertiary cycloning in closed circuit milling, thickening, oxygen preconditioning, Carbon-in-Leach or CIL, elution and zinc precipitation followed by calcining and smelting to doré. In 1998, the plant was converted to a slimes only operation. However, due to operational difficulties caused by the particulate nature of the slimes, the milling circuit has subsequently been recommissioned to facilitate the treatment of sand. The current operating capacity of the plant is 200,000tpm.

        Crown Plant:    Commissioned in 1982, this plant has already been modified and is comprised of a circuit including screening, primary cycloning, open circuit milling, thickening, oxygen preconditioning, CIP and CIL, elution, zinc precipitation followed by calcining and smelting to doré. The current operating milling capacity of the plant is 310,000tpm (leach circuit 450,000tpm).

        Knights Plant:    Commissioned during 1988, the circuit comprises screening, primary cycloning, spiral pre-concentration, milling in closed circuit with hydrocyclones, thickening, oxygen preconditioning, CIL, elution, electrowinning and smelting to doré. The current operating capacity of the plant is 320,000tpm.

•

West Wits Section

        The metallurgical plant at West Wits was taken over by Crown for processing sand dumps only during 2000. Underground and open-cast mining ceased at this section in August 2000. In June 2002, we entered into an agreement with BTL for the sale of the West Wits gold plant and certain related assets.

•

Tolukuma Section

        The Tolukuma plant was built in 1995. It is a compact plant as it is located on the top of a very steep sided mountain. The plant consists of a closed circuit SAG mill that is capable of processing 18,000tpm. There is no thickener in circuit and the cyclone overflow reports directly to a CIL plant. Cyanide in the residue is neutralized in a detoxification plant prior to riverine discharge. The loaded carbon is eluted in an AARL elution plant. About 25% of the gold is recovered in the milling circuit using a Knelson concentrator.

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Marketing

        All gold produced by our South African operations is sold by the Rand Refinery Ltd, after refining under an agreement signed by us in October 2001. At our various operations the gold bars which are produced consist of approximately 85% gold, 7-8% silver and the balance copper and other common elements. The gold bars are sent to the Rand Refinery Ltd for final refining where the gold is purified to 99.9% purity and cast into troy ounce bars of varying weights. Rand Refinery Ltd then sells the gold for the London afternoon fixed price on the day the gold is sold. In exchange for this service, we pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and administration fees. We currently own 10.6% of Rand Refinery Ltd (which is jointly owned by South African mining companies) and Mr. Ian Murray, one of our executive directors, is also a director of Rand Refinery Ltd.

        The gold produced in Papua New Guinea is sold directly to N.M. Rothschild under an agreement signed by us in December 2001. Proceeds for gold sold are received within two days. The selling price is determined by the previous day's London afternoon fixed price and we are paid in Dollars.

Total Ore Reserves (all mines)

        Only those reserves which qualify as proven and probable reserves for purposes of the SEC's Industry Guide number 7 are presented in this Annual Report. The following definitions apply:

Reserves	That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
Proven (Measured) Reserves	Reserves for which (a) the quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth, and mineral content of reserves are well-established.
Probable (Indicated) Reserves	Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation

        The mineral resource is reported by the mineral resource staff of each mine and the reports are compiled by the mine manager. The Tolukuma Mine mineral resource is reported by Michael John Bird, Chief Exploration Geologist.

        The ore reserve is inclusive of diluting materials and allows for losses that may occur when the material is mined. Ore reserve tons, grade and content are quoted as delivered to the gold plant. The cut-off grade is based upon direct costs from the mining plan, taking into consideration production levels, production efficiencies and the budgeted costs. We utilize two types of pay-limits. The first is full pay-limit, which includes all the costs, mining processing and overhead to calculate the full pay-limit grade. The second is the marginal pay-limit which only includes mining and processing costs to calculate the marginal pay-limit grade, resulting in a lower figure than the full pay-limit grade.

        Our ore reserves figures are estimates, which may not reflect actual reserves or future production. We have prepared these figures in accordance with the industry practice, converting mineral resource estimates to an ore reserve through the preparation of a mining plan. The ore reserve estimates

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contained herein have been determined and valued based on assumed future gold prices, cut-off grades and operating costs that may prove to be inaccurate. However, estimates inherently include a degree of uncertainty and depend to some extent on statistical inferences, which may prove unreliable.

        Reserve estimates require revisions based on actual production experience or new information. Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar examinations, reserve estimates may have to be adjusted and mining plans may have to be altered in a way that might adversely affect our operations. Moreover, if the price of gold declines, or stabilizes at a price that is lower than recent levels, or if our production costs increase or recovery rates decrease, it may become uneconomical to recover ore reserves containing relatively lower grades of mineralization. Under these circumstances, we would be required to re-evaluate our ore reserves. Moreover, short-term operating factors relating to the ore reserves, such as the need for sequential development of ore bodies and the processing of new or different grades, may adversely affect our profitability in any particular accounting period.

        The international mining consulting firm of Resource Service Group has audited the 2002 ore reserves, to the extent of our current mining plans.

        Based on an assumed gold price of $320 per ounce and an assumed exchange rate of R10 to $1.00 our total attributable proven and probable ore reserves at June 30, 2002 are as follows:

			Tonnes	Grade	Gold
			(mt)	(g/t)	('000 ozs.)
Underground
	North West Operations
		- Proven Reserve	22.38	7.0	5,030
		- Probable Reserve	15.25	6.0	2,953
	Blyvoor Section
		- Proven Reserve	19.23	6.9	4,261
		- Probable Reserve	15.47	5.5	2,725
	Tolukuma Section
		- Proven Reserve	0.064	16.7	34
		- Probable Reserve	0.098	13.9	44
	Total Underground
		- Proven Reserve	41.69	7.0	9,324
		- Probable reserve	30.81	5.8	5,723
	Total Underground Reserves		72.50	6.5	15,047
Surface
	North West Operations
		- Proven Reserve	—	—	—
		- Probable Reserve	20.81	0.6	406
	Blyvoor Section
		- Proven Reserve	7.33	1.1	249
		- Probable Reserve	—	—	—
	Crown Section(1)
		- Proven Reserve	19.57	0.6	403
		- Probable Reserve	5.82	0.7	133
	Total Surface
		- Proven Reserve	26.90	0.8	652
		- Probable reserve	26.63	0.6	539
		Total Surface Reserves(1)	53.53	0.7	1,191

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Open Pit
	North West Operations
		- Proven Reserve	—	—	—
		- Probable reserve	0.52	1.5	25
	Total Open Pit
		- Proven Reserve	—	—	—
		- Probable Reserve	0.52	1.5	25
	Total Open Pit Reserves		0.52	1.5	25
	Total Proven and Probable Reserves(1)		126.50	4.0	16,263

(1)

Reflects our attributable 40% interest in the Crown Section, subsequent to our sale of 60% in the Crown Section with effect July 1, 2002.

Recent Capital Investments

•

In July and October 1999, we issued a total of 8,282,056 ordinary shares, to various creditors of Laverton Gold NL and its subsidiary PT Barisan Tropical Mining. The creditors to whom such ordinary shares were issued included CAM and Continental Goldfields NL. These ordinary shares were ostensibly issued pursuant to the planned acquisition of Rawas, a gold mine located in Indonesia.

•

After acquiring an initial 19.9% investment in Hargraves Resources NL, or Hargraves, for R33.6 million ($3.2 million) we announced on July 12, 1999 our intention to make a bid to acquire all of the outstanding shares of Hargraves. On September 15, 1999, the bid, consisting of one ordinary share and A$0.70 for every seven Hargraves shares was launched. We issued 12,702,835 ordinary shares at an aggregate value of approximately R115 million ($10.9 million) in connection with this acquisition. Additionally, we entered into a A$10 million loan facility with N. M. Rothschild & Sons (Australia) Limited, or Rothschild, for the cash portion of the acquisition. During January 2001, we issued 9,554,950 ordinary shares for cash in order to repay the A$10 million loan, as well as a convertible note in the principal amount of A$2 million ($1.2 million) issued by Hargraves to Rothschild and guaranteed by us.

•

During September 1999, we purchased 28,693,002 (19.9%) ordinary shares of Dome for R35 million ($3.3 million). On March 13, 2000 we made an unconditional offer to the shareholders of Dome to acquire all the shares in Dome which we did not already own. The offer consisted of one ordinary share and A$0.80 cash for every nine Dome shares. The closing date for this offer was April 13, 2000 but the offer was extended because only 92.04% of Dome ordinary shares had been acquired. We completed this acquisition in June 2001. A total of 12,514,101 new ordinary no par value shares were issued by us at a cash price of R9.85 per share and R87.5 million ($8.3 million) in cash was paid.

•

On October 10, 2002, CGR entered into an agreement to purchase the entire issued share capital and all shareholder claims of ERPM. The purchase price of the acquisition is R100 million ($9.5 million).

•

On December 16, 2002 we announced our proposed acquisition of 14% of Emperor Mines Limited, an Australian listed gold mining company for A$11.5 million ($7.8 million). This acquisition is subject to the approval of the South African Reserve Bank.

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Labor Relations

        We currently employ and contract approximately 21,000 people, approximately 70% of whom are members of trade unions or employee associations. This includes all employees of CGR but excludes employees at ERPM.

        South Africa's labor relations environment remains a platform for social reform, while the political transitions that have taken place in the country have reduced the impact of organized labor on political transformation. National Union of Mineworkers, or NUM, the major union in the mining industry in South Africa, is influential in the tripartite alliance between the ruling African National Congress, the Congress of South African Trade Unions, or COSATU, and the South African Communist Party as it is the biggest affiliate of COSATU. A two-year wage agreement for 2001-2003 has been signed with all unions and associations, which provides for a 7% wage increase over each year of the agreement.

Labor Productivity and Medical Costs

        The present Mine Health and Safety Act, 1996 (as amended), or the Mine Health and Safety Act, came into effect in January 1997. The principal object of the Mine Health and Safety Act is to improve health and safety at South African mines and to this end, the Mine Health and Safety Act imposes various duties on us at our mines, and grants the authorities broad powers to, among other things, close unsafe mines and order corrective action relating to health and safety matters. In the event of any future accidents at any of our mines, regulatory authorities could take steps which could have a material and adverse effect on our operations.

        Under the Compensation for Occupational Injuries and Diseases Act, 1993 (as amended), or COID Act, employers are required to contribute to a fund specifically created for the purpose of compensating employees or their dependants for death or disability arising in the course of their work. We have contributed approximately R58 million ($5.5 million) over the past three fiscal years under the COID Act. Employees who are incapacitated in the course of their work have no claim for compensation directly from the employer, and must claim compensation from the COID Act fund. Employees are entitled to compensation without having to prove that the injury or disease was caused by negligence on the part of the employer, although if negligence is involved, increased compensation may be payable by this fund. The COID Act relieves employers from the prospect of costly damages, but does not relieve employers from liability for negligent acts caused to third parties outside the scope of employment.

        Under the Occupational Diseases in Mines and Works Act, 1973 (as amended), or the Occupational Diseases Act, the fund created pays compensation to employees of mines performing "risk work" (which is work declared to be "risk work" by the Minister for Health, usually in circumstances where the employee is exposed to dust, gases, vapors, chemical substances or other working conditions which are potentially harmful), if the employee contracts a "compensatable disease" (which includes pneumoconiosis, tuberculosis, a permanent obstruction of the airways, and any other disease declared to be so by the Minister for Health). No employee is entitled to benefits under the Occupational Diseases Act for of any disease for which compensation has been received or is still to be received under the COID Act.

        In the future, compliance with the Mine Health and Safety Act and the COID Act may require significant expenditures which could have a material and adverse effect on our operations.

        Uranium and radon are often encountered during the ordinary course of mining operations in South Africa, and present potential risks of exposure of workers at those operations and the public to radiation. We monitor our uranium and radon emissions, and believe that we are currently in substantial compliance with all local laws and regulations pertaining to uranium and radon management

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and that it is within the current legislative exposure limits prescribed for workers and the public, under the Nuclear Energy Act, 1999 (as amended) and Regulations from the National Nuclear Regulator.

        AIDS represents a very serious threat to us and the industry in South Africa as a whole in terms of the potential reduced productivity and increased medical costs. The exact extent of infection in our workforce is not known at present, although it is roughly estimated by the industry that the prevalence of HIV, the virus that causes AIDS, in the industry is currently about 37%. We have several AIDS awareness campaigns in place at our operations.

Political Issues, Governmental Policies and Their Effect on our Business

South Africa

Common Law Mineral Rights and Statutory Mining Rights

        Ownership of mineral rights and statutory mining rights in South Africa may be effected through the common law or by statute. Under the common law, mineral rights vest with the owner of the land. The common law recognizes that mineral rights may be severed from title to land, rendering it possible for the surface rights, the rights to precious metals and the rights to base minerals to be owned by different persons.

        Earlier mining legislation, which has since been repealed, provided for the granting, by way of mining leases, of statutory rights to mine for precious metals. Despite the repeal of this earlier legislation, mining leases continue to be valid under the terms of the Minerals Act, 1991 (as amended), or the Minerals Act.

        Registration of title to minerals ensures that real rights are constituted in and to the minerals concerned. Upon registration, those rights (either common law mineral rights or statutory mining rights) become effective against third parties. Registered title may be obtained in a number of ways. For example, where mineral ownership has been separated from land ownership, registered title to the common law mineral rights is obtained by the registration of such ownership in the Deeds Registry Office. Alternatively, where a person has acquired statutory mining rights pursuant to a mining lease, registered title to the statutory mining rights is effected after receipt of the necessary consent from the Minister and by registration of those rights in the Mining Titles Office.

        The Minerals Act currently governs prospecting and mining activities in South Africa. The Minerals Act provides that statutory mining rights supersede the common law mineral rights. Thus, pursuant to the Minerals Act, the holders of statutory mining rights are deemed to be the common law holders of the mineral rights.

Mining Authorizations

        Under the Minerals Act, no person or mining entity may prospect or mine for minerals without being granted a prospecting or mining authorization under the Minerals Act. Prior to granting a prospecting or mining authorization, two requirements must be fulfilled. First, the mining entity must either be the registered holder of the mineral rights or have obtained the written consent of the registered holder of the mineral rights to mine the minerals concerned for its own account. Second, the Department of Minerals and Energy, or the Department must be satisfied with the scale, manner and duration of the intended prospecting or mining operations and must approve an Environmental Management Program, or EMP. A prospecting permit is issued for a limited period but may be renewed on application. A mining license is generally issued until the minerals can no longer be viably economically mined.

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Future Legal Developments

        The Mineral and Petroleum Resources Development Bill, or the Bill was assented to by the President on October 4, 2002. The Department is however unclear as to when it will come into effect. In order to ensure proper administration promulgation can only take place once the Money Bill, amendments to the Mining Titles Registration Act, 1967 (as amended), or the Act, Regulations and the Mining Charter have been completed.

        The Money Bill is currently being drafted by the Department of Finance (Treasury) to provide for the manner in which royalty payments payable by the holder of a prospecting or mining right to the State will be determined. The Money Bill was initially expected to be published for comment before the end of this year. However, this has not yet occurred. The Department has a draft of the amendments to the Act but the drafting team still requires further meetings before the amendments can be finalized. The Department of Minerals and Energy is intending to extensively amend the Act. These amendments are needed to bring the provisions contained in the Act in line with those contained in the Bill. The Regulations are also required prior to promulgation of the Bill so as to give effect to certain provisions of the Bill like the prescribed social and labor plan and the terms and conditions of prospecting and mining rights. The final draft of the Mining Charter was submitted to the President of South Africa for review on October 4, 2002. It was published on October 9, 2002.

        The President of South Africa has said that empowerment in the mining industry is a matter of black participation and not nationalization. Black participation would have to take into account fair market value of the affected assets. The key elements of the Mining Charter are: human resources development, employment equity, access to finance and technology, ownership, access to viable deposits, socio-economic issues, beneficiation strategy and mineral specific constraints. The Mining Charter requires that ownership of 26% of the mining assets of each operation must vest in HDSAs within ten years of enactment of the Bill. The Minister will consider a number of ownership criteria in considering the granting of a prospecting or mining right such as employment equity and human resource development. The transfer of ownership must be transparent and for fair market value. The industry has committed to assist HDSA's in securing finance to fund participation in an amount of R100 billion within the first five years of enactment of the Bill.

        The Bill proposes that the State will become the custodian of all South Africa's mineral resources. The State will have the right to grant, control and administer access to those mineral resources. Royalties are payable to the State in consequence of exercising the prospecting and mining rights to be granted under the Bill, when enacted. Ensuring security of tenure for existing operations is a primary objective of the Bill in view of it extinguishing ownership of mineral rights in a phased manner. All existing prospecting operations have two years and existing mining operations have five years after enactment of the Bill, to convert existing rights to prospect or mine in order to bring those rights within the proposed new order. We will have to comply with a number of requirements to effect such conversion which will be based on the principle of "use it and keep it", including the provisions of the Charter and prescribed social and labor plans. We are unable to indicate fully to what extent these requirements will impact on our operations due to the Money Bill, the amendments to the Act and the Regulations not having been made public as yet.

        We believe that security of tenure, in consequence of substituted rights being granted under the provisions of the Bill (when enacted), will be achieved in respect of our Buffels and Blyvoor operations. In respect of our Argonaut Project, we still have to submit an application for a prospecting permit. However before being in a position to do so, we have to obtain the consent of the local authority and have to engage in a public consultation process with interested and effected parties as a result of the project underlying residential township areas. It is possible that as a result of these requirements that a delay of six to eight months is incurred before we will be in a position to submit our application for a prospecting permit. If the Bill is enacted in the interim, we will have a year within which to apply for a

28

prospecting permit under the new mining regime and if the application is not submitted within the one year period or is refused, our registered title to the mineral rights falling within the Argonaut Project will be extinguished.

        We could be materially affected by an adverse change in the current level of political stability or an adverse change in the economic or social outlook of South Africa or its government. Our ability to raise equity funding or expatriate funds from South Africa may be affected by the South African exchange control regulations. However, since the first democratic election in 1994, and continuing after the elections of 1999, the political and economic environment in South Africa has improved.

Papua New Guinea

        The Tolukuma Section has been developed in accordance with an environmental plan approved by the Papua New Guinea authorities. We believe the project presently complies in all material respects with all environmental requirements. The major environmental issues facing the Tolukuma Section are associated with the riverine discharge of tailings residue and polluted mine water into the Auga/Angabanga river system. The discharge of tailings and waste water into the river system could result in elevated concentrations of cyanide, as well as potentially toxic concentrations of mining related heavy metals like arsenic, lead, mercury and zinc, manifesting itself with a potential negative impact on the aquatic fauna and the human population utilizing this river system.

        In order to mitigate this potential negative impact, the discharge of cyanide into the river system is managed by a sophisticated tailings detoxification system whereby a cyanide concentration of less than 5 mg/liter is consistently achieved.

        In order to monitor the levels of heavy metal concentrations in the tailings residue, continuous monitoring as per the environmental monitoring and management program is conducted. Additionally, prior to introduction into the plant, the ore is sampled and high mercury and arsenic ore is blended within ore containing lower concentrations to ensure reduced concentrations of mercury and arsenic in tailings discharges.

        Finally, and in order to assess potential impacts on aquatic fauna, we commenced an aquatic fauna and metals in tissue survey in December 2002. We anticipate completing this survey by March 2003.

        Other environmental issues facing the Tolukuma Section relate to waste management, in particular waste rock dumps and the design and management of landfill sites. These impacts are, however, addressed according to the requirements of the Environmental Management Programme and following encapsulation and stabilization, the areas will be vegetated to blend in with the surrounding environment.

        Mineral exploration and mining operations in Papua New Guinea are principally regulated by the following legislation:

•

The PNG Mining Act, 1992 and Mining Regulations 1992, or the Mining Act;



•

The Mining Safety Act and Regulations;



•

The PNG Environmental Act 2000 and Regulations 2000, or the Environmental Act and Regulations; and



•

Environmental Code of Practice for the Mining Industry in Papua New Guinea—November 1999.

29

The PNG Mining Act of 1992 and Mining Regulations 1992

        All current mining activities at the Tolukuma Section are covered by a mining lease (ML 104), granted under Section 38 of the Mining Act. The lease is granted for a term not exceeding 20 years and is renewable for further periods not exceeding 10 years. All current exploration activities are covered by an exploration license. The license has been granted for a term not to exceed two years but can be renewed for further two year periods. We are currently in the process of applying to the Papua New Guinea Department of Mining for a mining lease for the area covered by our exploration license. In total, there are ten exploration licenses covering the Tolukuma Section.

The Mining Safety Act and Regulations

        The Mining Safety Act and Regulations, sets out in detail the standards pertaining to safe and responsible mining. It lays down the conditions a mining operation has to comply with to ensure that the health and safety of all workers is protected. It includes requirements pertaining to worker training, risk assessment and safe working procedures with regard to all activities associated with mining.

Employees

        The geographic breakdown of our employees (including contractors who are contracted employees employed by third parties) was as follows at the end of each of the past three fiscal years:

	Year ended June 30,
	2002	2001	2000
South Africa	20,406	18,653	19,826
Papua New Guinea	529	463	354
Total	20,935	19,116	20,180

        The total number of employees of 20,935 comprises 6,172 contractors and 14,763 employees who are directly employed by us and our group companies. The decrease in the number of employees from 2000 to 2001 was primarily due to the closure of the Durban Deep Section and the cessation of operations at the West Wits Section. The increase in the number of employees in 2002 is due to prior recruitment to accommodate the July 2002 mining plan at the North West Operations, the takeover of VTN contract employees and prior recruitment to accommodate the July 2002 mining plan at Blyvoor Section and the introduction of a development section (engineering) at Blyvoor Section.

        As of June 30, 2000, 2001 and 2002, the breakdown of our employees by main categories of activity was as follows:

	Year ended June 30,
Category of Activity
	2002	2001	2000
Mining—Our employees	9,239	6,750	6,530
Contractors—Mining	6,172	6,154	7,855
Engineering	3,064	3,621	3,320
Metallurgy	1,244	1,465	1,512
Mineral Resources	356	300	254
Administration	281	282	304
Environmental	187	187	165
Human Resources	174	164	140
Medical	159	134	30
Safety	35	59	40

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        The relationship between management and labor unions remains good. The DRD/NUM Consultative Forum has been established to discuss matters pertinent to both parties at group level, while operations level forums continue to deal with local matters.

        There were no material incidents of industrial action or labor unrest at our operations during fiscal year 2002.

        Contract labor at ERPM supported the COSATU national stay-away in October 2002 and organized to protest the South African government's privatization policies. Workers also proceeded with an unprotected wage strike from October 3, 2002 due to a misunderstanding regarding wage structure. Normal operations resumed on October 14, 2002.

C.    Organizational Structure, Property, Plants and Equipment

        The following chart shows our structure as of November 30, 2002. All of our subsidiaries are incorporated in South Africa unless otherwise indicated.

GROUP STRUCTURE

(1)

Incorporated in Australia.

(2)

Incorporated in Papua New Guinea.

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        Below are maps showing the locations of our mines and projects in South Africa and New Guinea.

32

Description of Significant Subsidiaries, Properties and Mining Operations

        As of November 30, 2002, we had the following significant subsidiaries and operations:

South Africa

•

Buffelsfontein Gold Mines Ltd

        Buffelsfontein Gold Mines Ltd, or Buffels, was incorporated and registered as a public company in South Africa on September 20, 1995 under the name Camelian Investments (Pty) Ltd. As of December 31, 1995, Buffels acquired the assets and liabilities of the Buffelsfontein mine division of Buffelsfontein Gold Mines Company Limited previously managed by Gencor Limited, a South African mining company. We acquired Buffels on September 15, 1997. On August 16, 1999, Buffels acquired both the Harties business assets and the Hartebeestfontein Gold Mining Company Limited from Avgold Limited. Hartebeestfontein was incorporated as a public company in South Africa on June 20, 1949 and is now dormant. We refer to the Buffels and Harties Sections collectively as the North West Operations.

North West Operations

        The Buffels Section is located 100 miles southwest of Johannesburg near the towns of Stilfontein and Klerksdorp, North West Province, and is reached via the Johannesburg-Potchefstroom-Kimberley highway. The mine's infrastructure includes the shaft complexes, metallurgical plants and its associated tailings dams and engineering workshops. Accommodation for staff is situated on the property as well as in the neighboring towns of Stilfontein and Klerksdorp, where Buffels owns 111 houses. Buffels has mining title to 17,575 acres and owns 4,893 acres of freehold property.

        The Buffels Section is situated in the Klerksdorp goldfield of the Witwatersrand Basin. The mine was originally incorporated in 1949 and since inception has produced over 32 million ounces of gold, with 20,100 tons of uranium as a by-product.

        The Buffels and Harties Sections mine the Vaal Reef ore body and previously discarded low-grade rock dumps. In addition to mining its lease area, Buffels currently operates and mines the adjoining Harties mineral rights areas and another area pursuant to royalty-based tribute agreements with Lucas Block Minerals Limited, a South African company, and Harties.

        The bulk of the mine's ore reserves have been mined-out but the infrastructure is in good condition and is being used by Buffels to access remnant reserves and blocks originally bypassed because of structural complexity. Access from the surface to the current underground workings of the mine is through vertical and underground incline shafts. Mining of the reef takes place in stope panels. Holes are drilled into the solid rock and are charged with explosives and blasted. The loosened rock is removed from the stope panels and is conveyed to the shaft, tipped into the ore-pass systems, hoisted to the surface and conveyed to the metallurgical plant for gold extraction. Based upon an assumed gold price of $320 per ounce and an assumed exchange rate of R10 to $1, at June 30, 2002 proven and probable reserves of the Buffels Section were 1,330,000 ounces and we estimate that the life of the Buffels Section extends to the year 2010.

        The Harties Section is also located 100 miles southwest of Johannesburg near the towns of Stilfontein and Klerksdorp, North West Province. The mine infrastructure includes the shaft complexes, metallurgical plants and its associated tailings dams and engineering workshops. Accommodation for staff is situated on the property as well as in the neighboring towns of Stilfontein and Klerksdorp. The Harties Section contains mining title to 15,560 acres and owns 375 acres of freehold property, all held in the name of Buffels.

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        The Harties Section is situated in the Klerksdorp goldfield of the Witwatersrand Basin. Exploration, development and production dates back to 1949 with total gold production from the area totaling over 38 million ounces, with uranium oxide, sulfuric acid, pyrite and silver being recovered as by-products.

        Gold production at the Harties Section started in 1955 on the Vaal Reef. By the late 1990's the mine had reached a position where its life was dependent on the mining of shaft pillars and scattered remnants. Under our management, the mine has produced more than 1.1 million ounces of gold. Based upon an assumed gold price of $320 per ounce, and an assumed exchange rate of R10 to $1, at June 30, 2002 proven and probable reserves of the Harties Section were 7,084,000 ounces and we estimate that the life of the Harties Section extends to the year 2026.

        Buffels acquired the Harties mine on August 16, 1999. The Harties Section has been converted from a high-grade mine with a short life to a medium-grade mine with a longer life. This has been achieved in three stages, firstly, by the conversion of the previous owners' mine plan and operating method, secondly, by dropping the pay limits and putting in place a medium-term operational plan including the opening up of old mining areas for remnant mining, and thirdly, developing a sustainable life of mine plan that will be supported by areas not included in the previous owners' mining plan due to high pay limits and cut-off.

        The following table details the operating and production results from the North West Operations for the past three fiscal years.

	Year ended June 30,
	2002	2001	2000
Production
Ore mined ('000 tons)	8,799	9,558	8,867
Recovered grade (oz/ton)	0.061	0.063	0.071
Gold produced (ounces)	540,550	608,327	636,199
Results of Operations ($)
Revenues ('000)	160,596	168,111	170,937
Cash cost ('000)	118,265	140,225	155,503
Cash profit ('000)(1)	42,331	27,886	15,434
Cash Costs
Per ounce of gold ($)	219	231	244

(1)

Cash profit represents the difference between Revenues and Cash cost.

        North West Operations gold production for the 2002 fiscal year was 540,550 ounces as compared to 608,327 ounces for fiscal 2001 and 636,199 ounces for fiscal 2000. We were able to reduce cash costs to $219 per ounce of gold in fiscal 2002 from $231 per ounce of gold in fiscal 2001 and $244 per ounce of gold in fiscal 2000 through the review of the mining plan, introduced after we acquired the mine in August 1999. We believe additional potential exists within previously abandoned pillars, fault-loss areas, the mining of outcropping reefs and other opportunities which are aimed at increasing the life of the mine to more than ten years.

•

Blyvooruitzicht Gold Mining Company Ltd

        Blyvoor was incorporated and registered as a public company in South Africa on June 10, 1937 and owns two adjacent mines (Blyvooruitzicht and Doornfontein) located on the West Wits line, near the town of Carletonville, about 50 miles south-west of Johannesburg. Blyvoor acquired Doornfontein in November 1995 and the mineral rights representing the Western Deep Levels tribute area in December 1996. We acquired the entire share capital of Blyvoor on September 15, 1997.

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Blyvoor Section

        The Blyvoor Section is located in the Carletonville goldfields on the northwestern edge of the Witwatersrand Basin, Gauteng Province, approximately 50 miles west of Johannesburg. Its operating facilities are all situated on property belonging to it, and include the shaft complexes, administrative offices for the managerial, administrative, financial and technical disciplines, extensive workshops and consumable stores, the metallurgical plants, tailings dams and waste rock dumps.

        Blyvoor has mining title to 16,242 acres and owns 5,138 acres of freehold property. Blyvoor also houses the majority of its employees in Blyvoor-owned accommodations on the property and in the town of Carletonville. The normal support structures, including training, security, hospital, sport and recreational facilities, schools and churches are situated on the property.

        Mining is focused on two gold-bearing pebble horizons, the Carbon Leader Reef, which is one of the principal ore bodies in the goldfield, and the Middelvlei Reef, which occurs in discrete channels over parts of the lease area. The Blyvoor Section was established in 1937 to exploit the rich Carbon Leader Reef but by the late 1980's had reached a position where its own life was dependent upon the mining of scattered Carbon Leader Reef remnants and limited sections of the lower grade Middelvlei Reef.

        Access from the surface to the current underground workings of the mines is through vertical and incline shaft systems situated at the Blyvoor and Doornfontein mines. Doornfontein was previously a separate mine adjacent to the Blyvoor mine but has since been merged to form the Blyvoor Section.

        Mining of the reef takes place in stope panels. Holes are drilled into the solid rock and are charged with explosives and blasted. The loosened rock is removed from the stope panels and is conveyed to the shaft, tipped into the ore-pass systems, hoisted to the surface and transported to the metallurgical plant for gold extraction.

        The shaft system consists of three vertical shafts from the surface, twelve sub-incline shafts and two sub-vertical shafts underground. Of these nine incline shafts, only five are in operation and are used for the conveyance of personnel, pumping and hoisting of mined ore and waste.

        Two levels have been holed between the previous Doornfontein mine and workings within the Blyvoor lease extension (purchased in 1996 from Western Deep Levels Limited) to allow ore from the bottom of the Blyvoor workings to be trammed across and hoisted up Blyvoor No. 5 Shaft. From there, it is trucked to the gold plant.

        The merger with neighboring Doornfontein in October 1995, and the purchase of the mineral rights representing the Western Deep Levels Tribute area in December 1996, has increased Blyvoor's reserve and resource base substantially. Our focus is now on realizing the potential of the remaining ore body. Together, these two operations have produced over 35 million ounces of gold since inception. We anticipate that the new access to more efficient infrastructure, realized as a result of the merger with Doornfontein, combined with the anticipated benefits of the expansion project currently underway, will enable costs at the Blyvoor Section to eventually stabilize between $200 to $210 per ounce.

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        The following table details the operating and production results from the Blyvoor Section for the past three fiscal years.

	Year ended June 30,
	2002	2001	2000
Production
Ore mined ('000 tons)	2,798	2,842	2,674
Recovered produced (oz/ton)	0.090	0.078	0.077
Gold produced (ounces)	253,025	220,811	206,633
Results of Operations ($)
Revenues ('000)	73,705	59,548	58,858
Cash cost ('000)	46,579	50,777	55,624
Cash profit ('000)(1)	27,126	8,771	3,234
Cash Costs
Per ounce of gold ($)	184	230	269

(1)

Cash profit represents the difference between Revenues and Cash cost.

        The Blyvoor Section is currently undergoing a substantial expansion. This project will facilitate the commissioning of additional infrastructure and the opening up of additional areas to further enable the effective mining of payable mineral resources at the Blyvoor Section. We anticipate a significant increase in underground production and an increase in our cash costs, to approximately $212 for the 2003 fiscal year, from $184 per ounce for fiscal 2002 as a result of this project. The Blyvoor Section gold production for the 2002 fiscal year was 253,025 ounces as compared to 220,811 ounces in fiscal 2001 and 206,633 ounces in fiscal 2000. Based upon an assumed gold price of $320 per ounce and an assumed exchange rate of R10 to $1, at June 30, 2002 proven and probable reserves of the Blyvoor Section were 7,235,000 ounces and we estimate that the life of the Blyvoor Section extends to the year 2028.

•

Crown Consolidated Gold Recoveries Ltd

        Crown was incorporated in South Africa on May 23, 1997. Pursuant to a scheme of arrangement, we acquired Crown on September 14, 1998.

        On June 12, 2002, we entered into an agreement with the IDC, KBH, and Crown whereby, with effect from July 1, 2002 we sold 3% of the entire issued share capital of and shareholders loans held in CGR, a subsidiary of Crown, to KBH and 57% of the entire issued share capital of and shareholders loans held in CGR to IDC for a total amount of R105 million ($10 million). As part of this transaction, we loaned KBH R5.3 million ($0.5 million) to fund its initial purchase of 3% interest in CGR. According to the terms of the shareholders agreement entered into between these parties, the parties agreed that the IDC would not remain a shareholder in CGR, but would transfer its shares and claims held in CGR to KBH. Accordingly, IDC granted an option to KBH to purchase its shares and claims held by it in CGR subject to certain terms and conditions. The option was exercised by KBH in July 2002 and KBH is currently the owner of 60% of the entire issued share capital of and shareholders loans held in CGR. Crown now holds 40% of the issued share capital of CGR, which had three wholly-owned subsidiaries, Crown Mines Limited, City Deep Limited and Consolidated Main Reef Mines and Estate Limited.

        On October 10, 2002, CGR entered into an agreement to purchase the entire issued share capital and all shareholders' claims of ERPM. ERPM is located near the town of Boksburg on the East Rand, which is east of Johannesburg and approximately 100km from the Blyvoor Section. The purchase price of this acquisition is R100 million ($9.5 million).

        In connection with CGR's acquisition of ERPM, we entered into a loan and pledge agreement during October 2002. Under this agreement we agreed to lend and advance ERPM a working capital facility of R10 million ($0.9 million). The loan bears interest at the prime rate of The Standard Bank

36

of South Africa on overdraft. As of November 30, 2002 the interest rate on the loan stood at 17%. The largest amount outstanding on the loan to date is R10 million ($0.9 million). CGR's acquisition of ERPM has been approved by the South African competition authorities.

        In October 2002 we loaned CGR the sum of R60 million ($5.7 million) to facilitate its acquisition of ERPM. This loan bears interest at the rate of 18.4% per year and is secured by a notarial bond over all the assets of CGR. We have subsequently loaned CGR an additional R6 million on these same terms. CGR in turn loaned this amount to ERPM as working capital.

Crown Section

        The Crown Section is situated just outside of Johannesburg, South Africa. Crown has mining rights to 5,787 acres and has the right to occupy 1,490 acres of freehold property. Crown's three operating plants re-treat the sand dumps, slimes dumps and other gold-bearing material such as valley silts, gold plant foundations and railway ballast, collectively termed "archive material," deposited as tailings from the now defunct mines that once operated in the Witwatersrand area of South Africa.

        Crown now operates the Crown, City Deep, Knights and West Wits gold plants, mining sand and tailings dams that were deposited in years when the technology for gold extraction was not as advanced as today. These dams are reclaimed by loading and trucking or by monitoring with a water jet and pumping the sand and tailings to the metallurgical plants. Low-grade rock dump material that was formerly regarded as waste is also loaded and trucked to the plants. Archive material is also a significant contributor of gold.

        In recent years, Crown has conducted extensive testing and financial modeling of a process called "pre-concentration." This process enables the metallurgical plant feed to be concentrated into streams that contain more gold ounces per ton, while minimizing other materials. The process is measured by the tons rehabilitated and the tons treated. The laboratory scale and pilot plant testing attempts to define the optimal process for each sand dump.

        The aim of this technology, if successfully implemented, is to upgrade 70% of the gold in the sand dumps into 30% of the mass. As roughly 70% of the costs in extracting gold in a re-treatment process are variable direct plant costs, this reduction in tonnage could result in substantial cost savings. The overall amount of gold recovered per ton is less, but it is recovered at a substantially reduced per unit cost. All other conditions remaining unchanged, this is expected to result in higher profits and greater opportunities to treat lower grade material.

        The following table details the operating and production results from the Crown Section for the past three fiscal years:

	Year ended June 30,
	2002	2001	2000
Production
Ore mined ('000 tons)	12,297	12,099	11,650
Recovered grade (oz/ton)	0.011	0.012	0.012
Gold produced (ounces)	138,665	145,029	140,916
Results of Operations ($)
Revenues ('000)	40,606	39,216	40,150
Cash cost ('000)	28,254	31,055	35,426
Cash profit ('000)(1)	12,352	8,161	4,724
Cash Costs
Per ounce of gold ($)	204	214	251

(1)

  Cash profit represents the difference between Revenues and Cash cost.

37

        The Crown Section gold production for the 2002 fiscal year was 138,665 as compared to 145,029 ounces for fiscal 2001 and 140,916 for fiscal 2000. We were able to reduce cash costs to $204 per ounce of gold in fiscal 2002 from $214 per ounce in fiscal 2001 and $251 per ounce in fiscal 2000 due to the weakening of the Rand against the Dollar and cost control measures instituted by management. Based upon an assumed gold price of $320 per ounce and an assumed exchange rate of R10 to $1, at June 30, 2002 proven and probable reserves of the Crown Section were 1,340,000 ounces and we estimate that the life of the Crown Section extends up to 2010.

        Mining operations at ERPM are comprised of three vertical shafts know as Far East Vertical Shaft, Central Shaft and Hercules Shaft. There are also two additional shafts at ERPM. The first shaft is known as South East Vertical Shaft and is used for the transport of men and materials as well as the hoisting of rock. The second shaft is known as South West Vertical Shaft and is used for pumping.

        At the Far East Vertical Shaft, the Composite Reef is mined. This reef accounts for all the gold in the eastern portion of the mine. A high-grade concentration of gold, or payshoot, of the Composite Reef occurs in an arc which decreases in gold value from the northwest to the southeast. This high-grade payshoot is the result of sedimentological erosion and the reworking of the older Main Reef and Main Reef Leader gold-bearing pebble horizons with the gold being concentrated within the younger Composite Reef.

        Also at the Far East vertical shaft, there is a significant dyke development that trends roughly north-south and is exposed in the western faces. Faults in this area generally have small throws and are easily negotiated. Routine cover drilling is in place and several 200m long holes have been drilled towards the east to locate a fault that appears to be seismically active. The 200m long holes indicate that future production will not be impacted by this fault for the next two years. In order to obtain advance warning about the position of these faults, proposals for 400m holes have been budgeted.

•

West Witwatersrand Gold Mines Ltd

        West Witwatersrand Gold Mines Ltd, or West Wits was incorporated and registered as a public company in South Africa on December 21, 1967 under the name Minador Gold Mining Company Ltd.

        We acquired the entire share capital of West Witwatersrand Gold Holdings Limited, which was the parent company of West Wits, as well as Consolidated Mining Corporation Ltd's loan to West Witwatersrand Gold Holdings Limited, on April 1, 1996. We also acquired the entire issued capital and the shareholders' claim and loan account of East Champ d'Or Gold Mine Ltd, a gold mining company with mining title in the West Rand.

West Wits Section

        The West Wits Section was formed out of the northern section of Randfontein Estates located in the West Rand Gold Fields, about 22 miles west of Johannesburg, Gauteng Province. West Wits also has rights to mine on three adjacent mining leases, namely, East Champ d'Or, West Rand Consolidated and Luipaardsvlei. West Wits has mining title to 8,364 acres and owns 72 acres of freehold property on which all of its mining operations are situated. These include its processing plant, workshop and administrative buildings that have been upgraded during the last two years.

        The West Wits Section is situated on the northern edge of the Witwatersrand Basin near the town of Krugersdorp to the west of Johannesburg. We have ceased all underground and open-pit mining operations at West Wits and the present mining operation is an agglomeration of old mines on the Randfontein Basin separated from the main part of the Witwatersrand Basin by a geological structure known as the Witpoortjie Horst. Because of increased mining costs and a decline in the gold grade at these operations, all mining there has ceased as of August 2000. Over fifteen different gold-bearing pebble horizons have been mined. Ore has been mined from outcrops at the surface down to a

38

maximum depth of 5,900 feet. Depth, infrastructure and higher pay limits prevented the complete exploitation of the reefs during the first phase of mining.

        West Wits mined the Livingston Reef package, locally known as the East Reef. It comprises a 100-foot thick package of conglomerates and quartzites dipping at an average of 18 degrees. The combined West Wits Section has produced more than one million ounces of gold since inception, before the cessation of underground and open-cast operations at the end of August 2000. Subsequent to the cessation of mining operations, the metallurgical plant at the West Wits Section was taken over by Crown for the processing of sand dumps only.

        The following table details the operating and production results from the West Wits Section for the past three fiscal years:

	Year ended June 30,
	2002	2001		2000
Production
Ore mined ('000 tons)	3,262	2,815		2,685
Recovered grade (oz/ton)	0.007	0.009		0.030
Gold produced (ounces)	23,245	25,849		81,276
Results of Operations (R)
Revenues ('000)	6,897	6,973		23,246
Cash cost ('000)	6,137	8,126		25,654
Cash profit/(loss) ('000)(1)	760	(1,153	)	(2,408	)
Cash Costs
Per ounce of gold ($)	264	314		316

(1)

Cash profit/(loss) represents the difference between Revenues and Cash cost.

        The West Wits Section gold production for the 2002 fiscal year was 23,245 as compared to 25,849 ounces for fiscal 2001 and 81,276 ounces for fiscal 2000. We were able to reduce cash costs to $264 per ounce of gold in fiscal 2002 from $314 per ounce of gold in fiscal 2001 and $316 per ounce of gold in fiscal 2000 primarily due to the weakening of the Rand against the Dollar.

        In June 2002, we entered into an agreement with BTL for the sale of the West Wits gold plant, freehold areas, surface rights permits and certain related assets for R25 million ($2.4 million) to process previously reclaimed sand dumps and surface materials located at the West Wits Section. The purchase price is to be paid in installments from September 30, 2002. As part of the agreement, we agreed to indemnify BTL against any loss, damage or expense which BTL might incur as a result of any liability in connection with the transferred assets, the cause of which arose prior to this sale. The sale is still pending as a number of conditions precedent are still outstanding. We are re-negotiating the agreement with BTL to amend the payment terms of the purchase price.

        Also as part of our agreement with BTL, we agreed to abandon our rights to a certain portion of one of our surface right permits located at the West Wits Section. We also agreed to allow BTL the use of pipelines in respect of three other surface right permits and transfer two other surface right permits to BTL. Upon complete payment of the purchase price, we also agreed to transfer a portion of our freehold acres at the West Wits Section to BTL.

        However, the surface materials purchased by BTL do not include any materials which we have excavated from the open pit mine at the West Wits Section and deposited on the pit side or rock dump located in the freehold acres sold to BTL over which we have granted rights to a third party. Furthermore, we retain the right to mine underground by virtue of our mining titles and authorizations covering the property sold to BTL. We also retain certain rehabilitation liabilities with respect to our underground activities.

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Papua New Guinea

•

Dome Resources (Pty) Ltd

        Dome was incorporated on May 17, 1984 under the name Dome Resources NL. Dome's shares were listed on the precursor to the Australian Stock Exchange Limited in 1996. During September 1999, we purchased 28,693,002 (19.93%) Dome ordinary shares for A$0.30 per share. Dome owns and operates the Tolukuma gold and silver mine in Papua New Guinea.

        On March 13, 2000, we made an unconditional offer to the shareholders of Dome to acquire all the shares in Dome which we did not already own. We completed this acquisition in June 2001.

Tolukuma Section

        The Tolukuma Section is worked on a "fly-in-fly-out basis", with all staff being accommodated in single quarters. Open pit and underground mining is conducted using mining plant and equipment owned by Dome. Access underground is via declines. A mechanised cut and fill, or "avoca", mining method is used. Ore is hauled to the metallurgical plant which is about 600 yards from the mine then milled and treated through a conventional CIL circuit. The plant has an 18,000 tpm design capacity. The mine is located about 100 miles north of Port Moresby in Papua New Guinea at an elevation of 1,550 feet.

        The property was purchased by Dome from Newmont Second Capital Corporation in 1993. Production from an open pit commenced in 1995 and from underground since mid-1997. The mine is a small (18,000 tpm capacity), high-grade (0.57 oz/t) operation. In fiscal 2002, the mine produced 71,955 ounces of gold and 261,550 ounces of silver. Total cash costs were $221 per ounce of gold equivalent (gold and silver by revenue) for fiscal 2002. Dome has consolidated an extensive holding (3,662 square miles) of exploration licenses around Tolukuma.

        The Tolukuma Section consists of one mining lease, ML 104, three exploration licenses, EL's 580, 683 and 894 which surround the mining lease, three other exploration licenses, EL's 1171, 1262 and 1264 which abut and surround the three other EL's and five other areas held under application for exploration licenses, ELA's 1263, 1271, 1281, 1284 and 1263. Dome has an unencumbered 100% interest in all these tenements. In total, these exploration licenses and applications for exploration licenses cover an area of approximately 2,500 acres. The annual exploration expenditure required to keep the exploration tenements in good standing is approximately A$1 million.

        The Tolukuma deposit is an epithermal low sulphidation gold/silver/quartz vein system notable for its high-grade "bonanza" style mineralization. The Tolukuma deposit, as currently exploited, is essentially a single narrow epithermal vein system that follows a series of linked structures trending generally south easterly from Tolukuma Hill. Quartz veins average three to six feet in width over a strike length in excess of 0.6 of a mile. All of the present gold resource is located within these veins, in four sections that have different geological characteristics. From north to south these sections are Gifunis, Tolukuma, Tolimi and Gulbadi, containing 2%, 5%, 37% and 56% of the total gold resource, respectively. The distribution of the silver resource is very similar, being 1%, 7%, 37% and 55%, respectively. A clay zone of variable width is located in the Gulbadi section. Minor loops off the main vein, minor splay veins and minor cross veins are excluded from the resources, although they are mined at times. Most of the production is now from underground.

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        The following table details the operating and production results from the Tolukuma Section for the past three fiscal years.

	Year ended June 30,
	2002	2001	2000
Production
Ore mined ("000 tons)	184	134	29
Recovered grade (oz/ton)	0.39	0.47	0.61
Gold produced (ounces)	71,955	63,593	17,811
Results of Operations ($)
Revenues ("000)	22,050	17,295	5,501
Cash cost ("000)	17,272	15,418	3,818
Cash profit/(loss) ("000)	4,778	1,877	1,683
Cash Costs
Per ounce of gold ($)	240	242	214

        The Tolukuma Section gold production for the 2002 fiscal year was 71,955 ounces as compared to 63,593 ounces for fiscal 2001 and 17,811 ounces for fiscal 2000. The Tolukuma Section also produced 261,550 ounces of silver in fiscal 2002. We were able to reduce cash costs to $240 per ounce of gold in fiscal 2002 from $242 per ounce of gold in fiscal 2001 and $214 per ounce of gold in fiscal 2000 primarily due to production efficiencies related to the increase in ounces produced. Tolukuma was purchased in April 2000 and thus the production of 17,811 ounces of gold in fiscal 2000 reflects only a period of three months. Based on an assumed gold price of $320 per ounce and an assumed exchange rate of R10 to $1, at June 30, 2002 proven and probable reserves of the Tolokuma Section were 78,000 ounces and we estimate the life of mine of the Tolokuma Section extends up to 2005.

Exploration Projects

•

South Africa

        The Argonaut Project represents the southern down-dip extension of the Central Rand gold field. The strike length of the area covered by the mineral rights covers approximately 19 miles from Durban Deep in the west to ERPM in the east and reaches a depth of more than 13,000 feet.

        The Argonaut Project was suspended in August 1999 due to the prevailing low price of gold. At present, we have completed a three-dimensional seismic survey and a comprehensive mineral and surface rights search. The feasibility of the Argonaut Project is being re-evaluated by us due to the recent increase in the Rand price of gold.

        Further exploration work on the Argonaut Project is necessary over the next several years to accurately delineate the underground gold reserves which lie between three thousand and five thousand meters below the surface. Only after this exploration work is complete will we be able to commence sinking shafts.

        The work involves an initial three dimensional seismic survey from the surface over the entire proposed lease area of two hundred sixty square kilometers. The system uses sound waves that are transmitted into the ground by large vibrating machinery on the surface. The sound waves reflect off different layers of material underground. The reflected sound waves come back to the surface and are picked up by special microphones. The data is then relayed to a computer where it is used to draw diagrams of the underground area. The survey will take approximately two years to complete.

        Once the seismic survey results are known, this data is used to assist in positioning the exploration boreholes that are needed to sample and measure the amount of gold in the reefs. Approximately thirty-five boreholes will be drilled to evaluate gold deposits at the Argonaut Project. The drilling of

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the boreholes will start approximately one year after the three dimensional seismic survey has commenced and will continue for an additional two years. If the results of the three dimensional seismic survey and drilling are encouraging, a detailed feasibility study will be conducted. Once this is complete, the design of the gold mine and underground workings can commence. This will require an additional two years.

•

Papua New Guinea

        Results of the Saki prospect area, have yielded low grades to date with our best results to date being 6.6g/t over 1.0m and 5.5g/t over 3.25m. Drilling is continuing and we are targeting veins that are down the hill and deeper into the system in areas where surface sampling has shown increased grades.

        Drilling sites are also being prepared on the Taula vein at Seri Seri which is 4km south of the Tolukuma mine. Grass roots exploration has been concentrated on uranium and thorium responses developed from reprocessing of the airborne programme of 1998. This is being done to test the concept of radiometric signatures potentially identifying mineralization compared to the potassium data highlighting the alteration. Eleven targets have been identified (all within 10km of Tolukuma), and the first of these has revealed an extension of the Tolukuma Structure, however, as yet no significant gold mineralization has been located.

        A new road is being extended south from the Gulbadi pit into the Illive Valley for the drilling of deep holes into the Milaihamba Structure, which is a future mining area. This road is now being mapped and sampled to identify structures and mineralization interpreted from the opposite side of the valley. Approximately 24km of line has been cleared for surveyors to mark out the boundaries of a new mining lease application that will include the prospects of Saki and Taula veins.

        In the regional programs aimed at longer-term targets, reconnaissance work has been carried out at the Awara and Gira prospects, which are exploration areas, and has confirmed the work of earlier exploration companies with delineation of anomalous gold and gold—base metals mineralization. A brief reconnaissance of pits being worked by members of the local community showed significant gold in samples from a vertical shear zone with quartz—pyrite stockwork. The planned airborne geophysical survey covering the area will commence shortly.

•

Australia—Daylesford

        Our license in Daylesford, which is a prospecting area in Victoria, Australia, was renewed for a period of one year expiring on May 2003. Progress to date includes data acquisition and interpretation. Previous drilling by Range River Gold NL, does not appear to effectively test a structurally favorable zone below the Ajax workings, which is a mining area, since the area has not been tested by drilling beyond relatively shallow depths. Testing of drill samples indicates 85% of gold is located at a depth of less than 105m. The quartz reef mineralization appears to have strike lengths of less than 150m with widths of one to five meters and multiple reefs were exploited representing structural repetition at depth.

Closed Operation

•

Durban Deep Section

        The Durban Deep Section is situated 15 miles west of Johannesburg. We have title to substantial land tracts on the outskirts of the City of Roodepoort, which is located in this section.

        The Durban Deep Section contains mining title to 14,262 acres and owns 3,667 acres of freehold property on which substantially all of its mining operations are situated. These include its administrative buildings, hospital, recreation complexes, housing in both hostel and free-standing houses and a security complex.

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        The Durban Deep Section is situated on the northern edge of the Witwatersrand Basin immediately to the west of Johannesburg. Mining had been taking place within the lease area since the discovery of the Witwatersrand gold field in 1886 at nearby Langlaagte. Five different ore bodies have been mined. Ore has been mined from outcrops at the surface down to a maximum depth of 9,200 feet and the reefs are known to persist to 13,000 feet below the surface within the lease area. Depth, infrastructure and higher pay limits prevented the complete exploitation of the reefs during the first phase of mining.

        Following the withdrawal of our underground pumping subsidy, the deeper sections of the mine are flooded. In addition, as of August 2000, we ceased all underground and open pit mining operations at the Durban Deep Section. On a combined basis, the Durban Deep Section produced more than 37 million ounces of gold prior to the cessation of operations.

Management Service Agreements

        We provide management services for CGR and ERPM under management service agreements entered into with each of them. These services include: financial management, gold administration and hedging, technical and engineering services, mineral resource services and other management related services.

        For CGR we provide management services jointly with KBH. The management services at ERPM are provided exclusively by us. Our management fee for services performed at CGR is R0.7 million ($0.07 million) per month and our management fee for services performed at ERPM is approximately R1.5 million ($0.1 million) per month. The agreement with CGR is for one year and is renewable annually by agreement. The agreement with ERPM is for a fixed two year period with an option to renew.

Environmental Management Performance Assessment

        In order to assess the adequacy of approved environmental management programs in place at all our operations, and to strive for continual improvement and excellence in corporate governance, environmental audits are carried out at all of our operations. The audits are conducted at the North West Operations, Blyvoor Section, Crown Section and the Durban Deep Section closure operations. A detailed environmental audit was carried out at the Tolukuma Section during August 2002 and a plan of action drafted and initiated to address minor regulatory related non-conformances and to address pending environmental legislation. A follow-up audit is scheduled for June 2003.

        Comprehensive and detailed audit reports, are prepared. After discussion with the relevant management structures, and through a process of risk prioritization all non conformances are prioritized and actioned in a formally structured action plan for each operation. The action plans identify the key activities that need to be addressed to demonstrate sound environmental performance, the drivers responsible for actioning these, as well as practically achievable, yet definitive timescales for completion.

        Progress is measured by means of regular report back at monthly business review meetings and compliance audits aimed at swiftly addressing non compliance or identifying and addressing "progress inhibitors".

        This structured internal audit process is now being further applied to serve as basis for the Environmental Management Program, or EMP, performance assessment and monitoring reports, compliant with Regulations 5.17 and 5.18 of the Minerals Act, which we have scheduled to submit to the Department of Minerals and Energy, or the Department, in February 2003.

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Environmental Regulation in South Africa

        Mining companies in South Africa are required by law to submit Environmental Management Programs, or EMPs, with respect to each mine to the Director: Mineral Development. No mining may commence without an approved EMP unless a temporary mining authorization has been granted. These reports identify the individual mine surface rehabilitation issues and must be approved by other South African government departments, which are charged with the administration of the laws relating to the environment, including the Department of Water Affairs and Forestry. The EMP will only be approved once the various government departments which hold an interest under different laws in the protection of the environment have been consulted. The EMP must contain particulars of the ability of the holder of the prospecting permit or mining authorization to make the necessary financial provisions to implement the rehabilitation measures provided for in the EMP. Once approved, the EMP becomes legally binding on the holder of the relevant permit or authorization. The requirements imposed upon mining companies to ensure environmental restitution are currently under review and it is possible that the adoption of additional or more comprehensive and stringent requirements, in particular with regard to the management of hazardous wastes, the pollution of surface and ground water systems and the duty to rehabilitate closed mines will result in additional costs and liabilities to us.

Environmental Issues in South Africa

        Because of the diverse nature of our operations, ranging from underground mining to surface reclamation activities, environmental risks vary from site to site. These risks have been addressed in EMPs which have been submitted to the Department and which are reviewed and updated on an annual basis. EMP's have been submitted for all operations and all have been approved by the Department. Additionally, the key environmental issues have been prioritized and are being addressed through active management input and support and progress measured in terms of activity schedules and timescales determined for each activity.

Radiation

        There is a risk of radiation exposure inherent in mining operations due to the possible presence of gamma- and beta-emitting radio-nuclides in processed sludge and slimes and in water contained in tailings dams, exposure to uranium and other radio-active elements during the mining process and the potential exposure to radon and its isotopes (bismuth, lead and polonium). We believe our South African operations are currently in compliance with the requirements of the National Nuclear Regulator. Monitoring and control programs commensurate with the radiation hazards identified during risk assessments are in place to ensure that all radiation hazards to the environment are addressed and mitigated.

Waste Management

        A study to identify and quantify all categories of waste, including potential radioactive waste, has been completed. Potential re-use through recycling, implementation of a waste reduction strategy and alternative disposal options for tailings are all being considered. Specific recommendations with regard to the backfilling of voids and shafts with slimes material have been made to the Department of Water Affairs & Forestry.

North West Operations

        Activities in these sections include underground mining and the reclamation of surface dump material. Prospecting aimed at examining the viability of open-pit mining in the Townlands area and the mining of a number of residue deposits is currently underway. Due to its proximity to the Vaal River and the potential of pollution from seepage and run-off of water, a program has been initiated to

44

increase the water retention capacity of the paddocks at the Buffelsfontein Tailings Complex and return water dams and to install a "draw off" system which will allow for return water to be re-circulated to the multigold plant, thus minimizing potential water pollution and utilizing polluted water more fully. A program has also been initiated to progressively vegetate the Buffelsfontein tailings dam slopes, aiming at self-sustainability within the next six years. A similar program is already well advanced at the Hartebeestfontein complex. Additionally, a comprehensive water balance program is currently being prepared and is scheduled for completion by the end of December 2002. We believe this water balance model will, when completed and implemented, benefit the whole area, as it is anticipated that it will reduce dependence on the Midvaal potable water reticulation system. This will reduce pressure on this scarce national resource in the North West Province.

        Pollution from the slimes dams is controlled by a return water dam system which facilitates the water re-use via the three metallurgical plants at this section. Dust pollution is mitigated through an active vegetation program and selective ridge plowing in areas marked for rehabilitation.

        The vegetation program for the tailings dams is preceded by a detailed scientific and site-specific evaluation of the tailings complex. Based on the results of geo-chemical analyses performed, the tailings medium is prepared for vegetation establishment by the addition of lime to neutralize the natural acidic conditions and fertilizer. Vegetation is then established and care is taken to select species endemic to the area. A variety of species selected are then planted to ensure species diversity using either the leaching (irrigation) or dryland method. Regular monitoring is conducted.

        To address dust pollution in unvegetated areas, in the short term, the open surface areas on top of the tailings dam are ridge ploughed mechanically. This method significantly reduces dust re-suspension. As an additional measure in inaccessible areas, environmentally friendly chemical and organic dust suppressants are deployed.

Blyvoor Section

        Due to the surrounding dolomitic geology and hydro-geology, water management and the prevention and remediation of sinkholes and subsidences are important issues at this section. The impact that dewatering of the compartments has had on the dolomites due to pumping activities of mines in the area, as well as the anticipated impact of re-watering of the compartments, when mining operations eventually cease, needs to be fully understood and quantified. Blyvoor is represented on the Far West Rand Dolomitic Water Association and has actively supported initiatives aimed at getting a better understanding of these complex issues. Blyvoor continues to support the current study undertaken under the auspices of the Water Research Commission to determine the best practical environmental approach to the filling of sinkholes. The study is expected to be completed by June 2003. Additionally, Blyvoor has also provided input and is currently supporting a regional initiative aimed at providing an integrated water management strategy in the Carletonville area. Pollution from slime dams is controlled by dust suppression and water management programs. Short-term dust control is accomplished through ridge ploughing the top surface of dormant tailings dams. Additionally, environmentally friendly dust suppressants, such as molasses, are applied. Dust fall-out is also monitored. In the long-term, dust suppression and water pollution is managed through a program of progressive vegetation of the tailings complexes followed by the application of lime, to neutralize the natural acidic conditions, and fertilizer.

Crown Section

        The Crown Section operates at sites located in close proximity to significant infrastructure and commercial and residential development. The major environmental risks remain associated with dust from various recovery sites, and effective management of relocated process material on certain tailings dams. The impact of windblown dust on the surrounding environment and community, is addressed

45

through a scientific monitoring and evaluation process, with active input from the University of Witwatersrand and appropriate community involvement. Environmental management programs, addressing all environmental issues, are prepared by specialist environmental consultants and applied site specifically to each recovery site and integrated into the audit process. Although we have completed a project for thickening re-processed tailings at this section, there remains a risk of localized sloughing which can result in that section of the dam being closed temporarily, with repair work being done to the dam wall. Also, direct rainfall on polluted reclamation sites in this section prior to their final clean up may create windblown dust and polluted water which may create future environmental liabilities for us. Water pollution is controlled by means of a comprehensive system of return water dams which allow for used water to be recycled for use in our metallurgical plant. Dust pollution is controlled through an active environmental management program for the residue disposal sites and chemical and organic dust suppression on recovery sites. Short-term dust control is accomplished through ridge ploughing the top surface of dormant tailings dams. Additionally, environmentally friendly dust suppressants, such as molasses, are applied. Dust fall-out is also monitored. In the long-term, dust suppression and water pollution is managed through a program of progressive vegetation of the tailings complexes followed by the application of lime, to reduce the natural acidic conditions, and fertilizer.

        A program of environmental restoration that provides for the rehabilitation of areas affected by mining operations during the life of the mine is in place.

Durban Deep Section and West Wits Section

        Underground mining at the Durban Deep Section and at the West Wits Section has ceased as of August 2000. Commensurate with the decision to close these operations, a detailed closure program was prepared and submitted to the office of the Department in December 2000. The drafting of the program was preceded by a comprehensive risk assessment process, during which both residual and latent environmental risks and impacts were identified and prioritized. The risks identified are currently being addressed in accordance with the closure program submitted. In order to mitigate the impact of fugitive windblown dust from dormant tailings dams in proximity to surrounding communities, short term dust suppression methods are currently being deployed. Although this is expected to continue for a further two years, the program is being run along with a vegetation program, currently focusing on the two main tailings impoundments in question, namely the main mine complex, commonly referred to as 2124, and the West Rand Cons complex.

        During the year, and as part of the rehabilitation program, a total of 17,000 trees were planted on the complex and key surface areas rehabilitated and grassed. Preliminary indications are that the tree species have established well. Attention will be focused in the coming year on the flattening, amelioration and vegetation of the tailings dams side slopes.

        In addition to dust suppression, amelioration and vegetation of the tailings dams, the closure program is also currently focussing on the sealing of shafts and openings to surface, the demolition and rehabilitation of shaft infrastructure and the rehabilitation of open surface areas.

        During fiscal 2002, a total of nine shafts on the surface area were permanently sealed and capped according to plans and procedures approved by the Department. A further six shafts are planned to be capped by December 2002 in accordance with the closure program risk prioritization phasing schedule.

        In addition to the capping and sealing of shafts, during the fiscal year 2002 surface rehabilitation was carried out at a total of six shaft areas. At the No. 1 and No. 7 shafts complexes rehabilitation was completed while at Nos. 5, 6 and 8 shafts, rehabilitation of the surface area is currently underway and is expected to extend to March 2003.

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        As the closure program makes provision for active community participation and involvement, rehabilitation activities have been planned in such a way as to facilitate community participation and support. Community participation is encouraged and the concerns of interested and affected parties are addressed as they arise at public participation meetings facilitated by a respected and renowned facilitator.

Financial Provision for Rehabilitation

        A Board of Trustees manages the individual Environmental Trust Funds of our mines. Regular meetings are held and a quarterly report is submitted to our board of directors. The total rehabilitation liability at June 30, 2002 was calculated at $17.9 million (2001: $22.6 million). Amounts have been irrevocably contributed to trusts under our control. The money in the trust funds are invested primarily in interest bearing debt securities. We intend to finance the ultimate rehabilitation costs from the money invested in the trust funds as well as, at the time of mine closure, with the proceeds from the sale of the remaining assets and gold from plant cleanup. At June 30, 2002, cash of $12.1 million (2001: $13.8 million) was vested within the various trust funds. Rehabilitation costs included in operating expenditures at all of our South African mining operations amounted to approximately $0.4 million for the fiscal year.

        As of June 30, 2002, the balances for the rehabilitation trust funds were $0.5 million (2001: $0.6 million) for Crown Section, $0.7 million (2001: $0.5 million) for West Wits Section, $8.8 million (2001: $10.8 million) for Buffels Section, $1.3 million (2001: $1.5 million) for Blyvoor Section and $0.8 million (2001: $0.4 million) for the Durban Deep Section. The fund for each section includes provisions for all mines within that section. The fund for the Buffels Section includes provision for the Harties Section and provisions for the West Wits Section and Durban Deep Section are maintained in the same fund.

        Subject to Department of Minerals and Energy and South African Revenue Services approvals, ERPM will contribute to the trust fund for the Crown Section. ERPM's rehabilitation liability of R38 million ($3.6 million) is currently unfunded and it has been proposed by us that an initial payment of R5 million ($0.5 million) be provided by CGR to the fund. Shortfalls in these funds will be financed from ongoing financial contributions and to this end, a schedule phasing contributions into the fund over the life of the mine for the various operations has been prepared. The quantum will be dependent upon affordability at each site and if the operations cease prior to the projected life of mine, the rehabilitation funds may be insufficient to meet all the rehabilitation obligations of that particular operation.

        We may incur significant costs associated with complying with the requirements imposed under existing or new legislation and regulations. This may include the need to increase and accelerate expenditure on environmental rehabilitation, which could have a material adverse effect on our results and financial position. With the introduction of an environmental rights clause in South Africa's Constitution a number of environmental legislative reform processes have been initiated. Legislation passed as a result of these initiatives has tended to be materially more onerous than laws previously applied in South Africa. Examples of such legislation include the National Water Act, 1998 (as amended), and the National Environmental Management Act, 1998 (as amended), both of which include stringent "polluter pays" provisions. We believe that our current provisions for compliance with such legislation is reasonable, however, we cannot assure you that future changes and development in environmental regulation, if any, will not adversely affect our operations.

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Environmental Regulations in Papua New Guinea

Current Environmental Legislation

        The following environmental legislation is currently applicable to the Tolukuma Section:

•

The Water Resources Act;



•

The Environmental Planning Act; and



•

The Environment Contamination Act.

        The Water Resources Act regulates and controls the use of all Papua New Guinea water resources and addresses the following issues:

•

water use;



•

waste discharge quantities and quality;



•

water quality monitoring; and



•

optimal utilization and recycling.

        The Environmental Planning Act and the Environment Contamination Act stipulate the regulatory requirements, as well as the process required for the development of a mining lease and special mining lease, and include the following:

•

accurately defining pre-mining conditions;



•

assessing environmental impacts;



•

enforcing good environmental practice; and



•

evaluating environmental performance.

The PNG Environmental Act 2000 and Regulations 2000

        It is intended that the PNG Environmental Act 2000 and Regulations 2000, or the Environmental Act and Regulations, will replace the existing environmental legislation. The Environmental Act and Regulations provide for draft environmental policies to be drawn up specifying whether or not an environmental permit can be issued. For activities deemed to have a minor impact on the environment, such as, small scale alluvial mining, environmental permits will not be required. However, mechanized mining will be subject to the permit system. The policy may dictate that an environmental improvement plan be prepared by the permit holder. This plan would set out the steps by which a proposed activity will be carried out in order to comply with an environmental policy or any standard or requirement imposed by the Environmental Act and Regulations.

        Environmental permits will be required for what are classified in the regulations as Level 2 or Level 3 activities. Level 2 and Level 3 activities are defined in the Environmental Act and Regulations in the context of gold mining, Level 2 activities are classified as either Category A or Category B activities whereas Level 3 activities resort under one category only.

        Level 2 Category A activities are:

•

drilling programs where the aggregate depth of all holds drilled is greater than 2,500 meters; and



•

mechanized mining on a mining lease issued under the Mining Act involving non-chemical processing of no greater than 50,000 tonnes per annum.

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        Level 2 Category B activities are:

•

mechanized mining of a mining lease issued under the Mining Act involving chemical processing of no greater than 50,000 tonnes per annum;



•

mechanized mining on a mining lease issued under the Mining Act involving non-chemical processing of more than 50,000 tonnes per annum; and



•

mineral beneficiation or processing other than alluvial mining in accordance with an alluvial mining lease issued under the Mining Act.

        Level 3 activities are:

•

activities involving investment of a capital cost of more than 50 million Kina, except where such investment is made in pursuing an activity otherwise dealt with in the regulations in which case that category of activity will apply to the investment;



•

activities that will involve the discharge, emission or deposit of hazardous contaminants, except where such discharge, emission or deposit is ancillary or incidental to, or associated with, any other activity in the regulations in which case that category of activity will apply to the discharge, emission or deposit;



•

activities that may result in a significant risk of serious or material environmental harm within Wildlife Management Areas, Conservation Areas, National Parks and Protected Areas or any area declared to be protected under the provisions of an international treaty to which Papua New Guinea is a party and which has been ratified by the Parliament of the Independent State of Papua New Guinea; and



•

mining activities which require the issue of a special mining lease under the Mining Act; mechanized mining of a mining lease involving chemical processing, except where the activity falls within the ambit of a Category B, Level 2 activity.

        Our mining operations at the Tolukuma Section are classified as Level 3 activities. However, environmental permits will not be required for existing Level 2 or Level 3 activities unless the Director, by notice, requires existing Level 2 or Level 3 activities to apply for such a permit. We do not believe that these conditions will be applicable to our existing mining lease at the Tolukuma Section. However, we do believe that the following will be required for the new mining lease under negotiation:

•

the Tolukuma extension, which is a mining area, will be considered a Level 3 activity;



•

environmental policies will be binding and may dictate that we prepare an environmental improvement plan; and



•

an environmental permit will be issued upon application and satisfaction of requirements.

        An environmental impact assessment, or EIA, is conducted by an independent party to assess the potential impacts of an activity on the environment. The EIA provides for a "no-go option" should the environmental and social impacts exceed the economic advantages of the proposed activity.

        The exact format of the permits has not been finalized. However, the permit will likely include detailed requirements as to:

•

water quality parameters;



•

water use;



•

water discharge;



•

tailings disposal;

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•

environmental fees;



•

monitoring programs;



•

emergency response plans; and



•

rehabilitation and closure objectives.

Environmental Code of Practice for the Mining Industry in Papua New Guinea—November 1999

        The Environmental Act and Regulations provide for the issuance of environmental codes of practice which state ways of achieving compliance with general environmental duties. Compliance with these codes of practice is voluntary unless compliance is made part of the conditions of an environmental permit.

        The Environmental Code of Practice for the Mining Industry in Papua New Guinea -November 1999 makes several recommendations including:

•

implementing environmental management systems at operations;



•

effecting rehabilitation progressively rather than at the end of the life of mine;



•

treating tailings slurry prior to discharge into the environment and consider discharge only as a last resort;



•

reducing the volume of mine water usage and reduce groundwater seepage;



•

formulating and implementing a decommissioning and rehabilitation policy; and



•

conducting regular monitoring in accordance with an environmental mine monitoring program during operation and after closure.

        An environmental plan was submitted to the Directorate Environment and Conservation, or DEC, in November 1993 and was approved, subject to certain conditions, on May 24, 1994. The three principal conditions were:

•

submission of an environmental management and monitoring program;



•

rehabilitation on a progressive basis throughout the life of mine and progress reports every six months; and



•

develop a final site rehabilitation plan and submit the plan for years from the date of final plant commissioning.

        We submitted our environmental management and monitoring program in July 1994 and have adhered to its requirements. A final site rehabilitation plan has not yet been prepared. We anticipate that this plan will be completed and submitted to the DEC by July 2003.

Environmental Issues in Papua New Guinea

        The Tolukuma Section has been developed in accordance with an environmental plan approved by the Papua New Guinea authorities in July 1994. We believe the project materially complies with all environmental requirements. The discharge into rivers of tailings and waste material produced from treatment of this ore containing high mercury values are being addressed by reducing the amount of mercury containing material being fed into the gold plant. Additionally a comprehensive monitoring program has been undertaken in accordance with an approved Environmental Management and Monitoring Program which addresses water quality, population dietary survey and aquatic fauna and metals in tissue surveys. A final site rehabilitation plan has not yet been prepared. We anticipate that this plan will be completed and submitted to the DEC by July 2003.

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        With the exception of the requirement that a mine should "effect rehabilitation progressively rather than at the end of life of mine", the Tolukuma Section is currently in substantial compliance with industry code of practice. Concurrent rehabilitation of "mined-out" areas ceased in 2000. This was identified and is addressed in our Environmental Audit Report of August 2002. In accordance with this report, a systematic rehabilitation and vegetation program will be integrated into the decommissioning and closure program. This program is currently being drafted and will be completed for implementation by June 2003. The impact of the cessation of rehabilitation, and in particular vegetation, has not been significant. Due to the high rainfall in the area, abundant surrounding vegetation and species diversity is very evident. However, this process will be enhanced further through active vegetation and monitoring and maintenance to ensure sustainability.

        Additionally, the report also identified other environmental issues requiring attention and including:

•

detailed plant and process water balance;



•

water management strategy;



•

good housekeeping;



•

dietary surveys and aquatic fauna and metals and tissue surveys; and



•

a decommissioning plan.

        All of these issues have been prioritized and actions addressing them are scheduled for completion by June 2003.

Title to Properties

South Africa

        We hold registered title to either statutory mining rights or mineral rights recognized in South Africa which entitles us to apply for a prospecting and/or mining authorization. We also hold valid and enforceable prospecting and mining authorizations sufficient to permit our current prospecting and mining authorizations. Because we are either the owner of the land or the holder of a Surface Right permit which is a statutory right granted under repealed legislation to use the surface of the land for purposes ancillary or incidental to mining operations, we are entitled to enter the land and conduct these operations. These rights will be affected upon the enactment of the Mineral and Petroleum Resources Development Bill, or the Bill. The Blyvoor Section consists of one mining license, ML46/99 in respect of statutory mining rights and mineral rights held by Blyvoor. The Buffels Section consists of one mining license, ML4/2001 in respect of statutory mining rights, and one prospecting permit, RP54/2002 in respect of statutory mining rights and mineral rights held by Buffels. We are in the process of applying for a prospecting permit for the Argonaut Project. We have mining title to 72,003 acres and freehold title to 14,145 acres in South Africa. Under current legislation, our mining licenses in South Africa are granted for an indefinite period until the minerals have been exhausted.

        Neither we nor our subsidiaries own the entire surface in respect of our mining operations but where necessary we or one of our subsidiaries hold registered title to surface right permits. Surface right permits are not property but are statutory rights issued under repealed mining legislation to use an area of the surface of the land for a specific purpose incidental and ancillary to mining. Either as owner of the surface or as holder of the surface right permits we are entitled to enter the land and conduct our mining operations. The surface right permits are entrenched in the Bill.

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Papua New Guinea

        The Tolukuma Project consists of one mining lease, ML 104, three exploration licenses, EL's 580, 683 and 894 which surround the mining lease, three other exploration licenses, EL's 1171, 1262 and 1264 which abut and surround the three other EL's and five other areas held under application for exploration licenses, ELA's 1263, 1271, 1281, 1284 and 1263. Dome has an unencumbered 100% interest in all these tenements. In total, these EL's and ELA's cover an area of approximately 2,500 acres. We have mining lease to 1,898 acres in Papua New Guinea. The following table details the status of our mining license and exploration licenses.

License	Expiration Date
ML 104	August 29, 2012
EL 580	April 3, 2003
EL683	April 3, 2003
EL894	April 3, 2003
EL1171	December 12, 2002
EL1262	April 29, 2003
EL1263	Extension application pending(1)
EL1264	April 29, 2003
EL1281	December 12, 2003
EL1284	Extension application pending(2)
EL1297	Extension application pending(3)

(1)

EL1263 initially expired on November 2, 2002.

(2)

EL1284 initially expired on April 18, 2002.

(3)

EL1297 initially expired on August 30, 2002.

Legal Proceedings

Special Committee

        On August 8, 2000, we established a Special Committee to investigate certain corporate governance irregularities which had come to the attention of the Audit Committee. The Special Committee consisted of Mr. Mark Wellesley-Wood, then serving as our non-executive Chairman, Mr. Ian Murray, our Finance Director, Charles Valkin, a partner at Bowman Gilfillan, our legal advisers, and Mark Pinington, a director of Deloitte & Touche Forensic Services. We were assisted in our internal investigations by Control Risks Group, a consulting firm specializing in investigations.

        The Special Committee was mandated by the Audit Committee to investigate the irregularities and to institute, where necessary, legal proceedings in respect of potential recoveries. To date, settlement agreements have been reached with several parties, covering an amount of approximately R10 million ($0.9 million). The funds recovered will be reflected in our financial accounts on an as and when received basis, and no recovery has been taken into account in the current period. The Special Committee has confirmed that the adjustments made to our financial statements to make provision for unauthorized and irrevocable transfers of funds during the fiscal year ended June 30, 2000 were appropriate. No further financial adjustments have been required as a result of the Special Committee's work. Improved controls and procedures have been implemented and have been examined by our insurers. At an Audit Committee meeting held on July 22, 2002, a decision was made to dissolve the Special Committee as it had fulfilled its mandate and achieved its objectives.

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Invalid Issuance of Ordinary Shares in Connection with Rawas Acquisition

        In July and October of 1999, we issued and allotted a total of 8,282,056 ordinary shares to various creditors of Laverton Gold NL and its subsidiary, B.T. Barisan Tropical Mining. The creditors to whom such ordinary shares were issued included Consolidated African Mines Limited, or CAM, and Continental Gold Fields Ltd. These ordinary shares were ostensibly issued pursuant to the planned acquisition of Rawas, a gold mine located in Indonesia, in consideration for, or in anticipation of receiving, shares in and claims against various companies with ownership interests in Rawas and its mining right. That number represented approximately 4.5% of our total issued and outstanding ordinary shares as of November 30, 2002. Since that time, evidence has come to light revealing that the ordinary shares were issued without our legal authority and suggesting that this occurred as a result of a transaction entered into for the benefit of certain third parties. Under the South African Companies Act, 1973 (as amended), the High Court of South Africa is permitted to validate an invalid share issuance. During a shareholders' meeting earlier this year, our shareholders, by special resolution, resolved to ratify the share issuance. We subsequently made an application to the High Court of South Africa to validate the invalid issuance. This application was successful.

        Internal investigations, which began in 2000 after we became aware of certain irregularities in the transaction, continued during fiscal year 2002. These investigations are still continuing and the potential for any recovery through the pursuit of legal claims is being reviewed by the Board of Directors in consultation with our legal advisors in South Africa and Australia. We are considering the viability of actions to be taken in South Africa and Australia against those responsible for the Rawas transaction for the recovery of any losses which we have sustained.

Other Proceedings

        Mr. Hoops, a former Director of ours, has claimed R6 million ($0.6 million) in damages against us for alleged constructive dismissal of his employment. The dispute is to be privately arbitrated in February 2003.

        Blyvoor has instituted proceedings against Property Corporate of South Africa, or Procor, whereby Blyvoor has claimed that R0.9 million ($0.09 million) is owed to it by Procor pursuant to an agreement (negotiated by our former directors) in terms of which, inter alia, Procor was to dispose of certain properties owned by Blyvoor, collect rentals payable during the process of selling such properties, and if the properties were not sold, Procor agreed to purchase the properties. Procor, by way of counterclaim, contends that Blyvoor has breached the agreement and has claimed damages in the sum of approximately R9 million ($0.9 million). We believe we have meritorious defenses to this counterclaim and will defend against it vigorously.

        On December 24, 2002, the City Council of Potchefstroom served an application on us and two other respondents alleging that we caused a river near the Blyvoor Section to become polluted through the discharge of effluent from a broken tailings dam nearby. We discharge effluent into this dam, which is owned by one of the other respondents, under permit from the Department of Water Affairs and Forestry.

        In its application, the City Council of Potchefstroom requests the court to cause us to repair the broken dam wall, put in place a monitoring system for any possible pollution of the nearby river and prepare a rehabilitation program for the polluted area. We have recently begun to investigate this incident and the court application and our potential liability for this discharge is presently unknown.

        We are not a party to any other material legal proceedings, nor to our knowledge is any of our property the subject of any other material pending legal proceedings.

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ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following commentary should be read in conjunction with the financial statements and related notes included in this Annual Report. Our discussion contains forward looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ from those indicated in such forward looking statements.

OVERVIEW

        We are a gold mining company engaged in underground and surface gold mining including exploration, extraction, processing and smelting. Our operations consist of the North West Operations, the Blyvoor Section and Crown Section, all in South Africa, and the Tolukuma Section in Papua New Guinea. We own a 40% interest in the Crown Section and manage its operations pursuant to a management agreement. We also have exploration projects in South Africa, Papua New Guinea and Australia, though our principal focus is on our operations in South Africa.

        Since 1997, we have expanded from a single operation at the Durban Deep Section that produced 165,996 ounces of gold for the fiscal year 1997 to an independent gold producer that has increased production to 1,027,440 ounces of gold in fiscal year 2002. Our strategy for growth has generally been to acquire existing under-performing mines and turn them into profitable business units by introducing low-cost mining methods and reducing costs through employing our experience in managing marginal gold mines to more efficiently utilize existing infrastructures.

        We have had a number of changes in management and in the composition of our board of directors during the last year. Our new management team has made important changes to our business, most notably a major restructuring of our hedge book. We have embraced the South African government's drive for black economic empowerment and concluded a transaction with KBH involving the sale of a 60% share of our interest in CGR. We also took positive steps to start growing our asset base and making our production profile more sustainable. For example, we accelerated our exploration programs at the Tolukuma and Harties Sections. We re-commissioned the No. 6 shaft at the Harties Section and, through a new decline, accessed additional reserves. The expansion program at the Blyvoor Section has resulted in new mining areas being accessed and the ore reserves increasing.

CRITICAL ACCOUNTING POLICIES

        Our significant accounting policies are more fully described in note 2 to our consolidated financial statements. Some of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty and are based on our historical experience, terms of existing contracts, management's view on trends in the gold mining industry and information from outside sources.

        Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparations of our consolidated financial statements and could potentially impact our financial results and future financial performance.

Mining Assets

        Mining exploration costs are expensed as incurred. Costs related to property acquisitions and mineral and surface rights are capitalized.

        Undeveloped properties, upon which we have not performed sufficient exploration work to determine whether significant mineralization exists, are carried at original cost. Where our directors consider that there is little likelihood of the properties being profitably exploited, or the value of the mining rights have diminished below cost, a write down is made.

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        Development costs relating to major programs at existing mines are capitalized. Development costs consist primarily of expenditures to expand the capacity of operating mines. Mine development costs incurred in the ordinary course to maintain production are expensed.

        Initial development and pre-production costs relating to a new ore body are capitalized once our directors consider that the likelihood of the properties being profitably exploited is probable and until the ore body is brought into production at which time the costs are then amortized as set out below.

        Land is recorded at cost and not depreciated. Buildings and other non-mining fixed assets are recorded at cost less accumulated depreciation.

        Depreciation and amortization of mineral property interests, mine development costs and mine plant facilities and equipment are computed by the units-of-production method based on estimated proven and probable reserves. Proven and probable mineral reserves reflect estimated quantities of economically recoverable reserves which can be recovered in the future from known mineral deposits.

        Mineral rights are amortized over their expected lives or 50 years whichever is less.

        Recoverability of our long-term assets, which include development costs, are reviewed whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. To determine whether a long-term asset may be impaired, the estimate of future un-discounted cash flows, calculated on an area of interest basis, is compared to its carrying value.

        If an impairment exists on this basis, a reduction in the carrying value of the long-term asset is recorded to the extent the carrying value exceeds the estimate of future discounted cash flows calculated on an area of interest basis. Management's estimate of future cash flows is subject to risk and uncertainties. It is therefore reasonably possible that changes could occur which may affect the recoverability of our mining assets.

Rehabilitation costs

        Rehabilitation costs and related accrued liabilities, which are based on our interpretation of current environmental and regulatory requirements, are expensed as incurred and accrued over the operating life of the mine, principally by the units-of-production method based on estimated proven and probable reserves.

        Based on current environmental regulations and known rehabilitation requirements, management has included its best estimate of these obligations in its rehabilitation accrual. However, it is reasonably possible that our estimates of our ultimate rehabilitation liabilities could change as a result of changes in regulations or cost estimates.

        Environmental liabilities other than rehabilitation costs which relate to liabilities from specific events are accrued when they are known, probable and reasonably estimable.

Financial instruments

        Statement of Financial Accounting Standard 133 ("SFAS 133"), Accounting for Derivative Instruments and Hedging Activities has been issued and was adopted by us with effect from July 1, 2000.

        Prior to the adoption of SFAS 133, gains and losses on derivative instruments, which effectively established minimum prices for designated future production were recognized in revenue when planned production was delivered. Derivatives that were not designated to future production, were accounted for on a mark-to-market basis and the associated gains and losses were recognized in the results of operations.

        Under SFAS 133, all derivative instruments are recognized on the balance sheet at their fair value, unless they meet the criteria for the normal purchase normal sale exception. On the date a derivative

55

contract is entered into, the derivative is designated as (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a forecasted transaction (cash flow hedge), or (3) a hedge of a net investment in a foreign entity. Our derivative transactions, while providing effective economic hedges under the our risk management policies, do not qualify for hedge accounting. Derivative instruments are not entered into for trading purposes.

        On adoption of SFAS 133, none of our derivatives qualified for hedge accounting as they did not meet the hedging requirements of SFAS 133. A cumulative effect adjustment of $78 million was recorded in Accumulated Other Comprehensive Income on July 1, 2000. The cumulative effect adjustment was required to record the fair value of those derivative instruments on the balance sheet, which previously qualified for hedge accounting and were not recorded on the balance sheet.

        Recognition of derivatives which meet the criteria for the normal purchase normal sale exception under SFAS 133 are deferred until settlement.

        Subsequent to the adoption of SFAS 133, changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in the income statement.

Pension plans and other employee benefits

        Pension plans, which are multi-employer plans in the nature of defined contribution plans, are funded through annual contributions.

        In addition, we make long service bonus payments (long-service awards) for certain eligible employees, based on qualifying ages and levels of service, and accrues the cost of such liabilities over the service life of the employees on an actuarial basis.

        We contribute to a defined contribution medical fund for current employees and certain retirees on an annually determined contribution basis. No contributions are made for employees retiring after December 31, 1996. A liability for retirees and their dependants prior to this date has been accrued in full based on an actuarial valuation.

Stock-based compensation plans

        We have adopted the disclosure only provisions of SFAS 123 and applies Accounting Principles Board Opinion No. 25 (APB No. 25) and related interpretations accounting for our employee based compensation plan.

OPERATIONS

        We currently focus on four operations:

•

North West Operations

        The North West Operations consist of the Buffels Section and Harties Section which lie adjacent to each other within the Klerksdorp goldfield on the northwest rim of the Witwatersrand Basin. This operation is our largest producer of gold and produced 540,566 ounces, or 53% of our total gold production, for fiscal 2002 from underground and surface sources. We own 100% of the North West Operations through our wholly-owned subsidiary, Buffels. Buffels acquired the majority of the assets and liabilities of the Harties mining operation on August 16, 1999.

        Due to the recent increase in the price of gold, we have decided to mine previously unprofitable areas of the Buffels and Harties Sections below a cut-off grade of 7.96 g/t at Buffels Section and
6.45 g/t at Harties Section. These areas are called the "medium grades' and carry no additional overhead costs. This strategy has increased the life of the mines from seven years to 24 years. The North West Operations have approximately 13,300 employees including contractors. The operation

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produced 436,864 ounces of gold from underground areas. The build-up to full production in fiscal 2002 was slower than expected, mainly due to infrastructure constraints. Gold production from surface areas in fiscal 2002 amounted to 103,686 ounces.

•

Blyvoor Section

        The Blyvoor Section is situated in the Carletonville goldfields on the northwestern edge of the Witwatersrand Basin. This section was established in 1937 and gold production commenced in 1942. It was the first mine in the "West Wits" line and our wholly-owned subsidiary, Blyvoor, acquired the company which owned the adjacent Doornfontein mine as a wholly owned subsidiary in December 1995. We own 100% of the Blyvoor Section through our wholly-owned subsidiary, Blyvoor. We acquired Blyvoor on September 15, 1997.

        The mine has approximately 6,100 employees, including contractors. The Blyvoor Section has two main gold bearing horizons, the Carbon Leader Reef, which is one of the principal ore-bodies in the goldfield, and the Middelvlei Reef which is situated approximately 75 meters vertically above the Carbon Leader Reef horizon. The processing of surface rock dumps also takes place at the Blyvoor Section. We believe that production from surface sources at the Blyvoor Section will progressively decrease from 163,000 tons per month during fiscal 2002 to 100,000 tons per month while production from underground operations will increase in a corresponding manner to match the plant capacity of approximately 207,000 tons per month, or tpm.

        We implemented the Blyvoor Expansion Project in fiscal 2001 to realize the full potential of the Blyvoor ore reserves, thus introducing the mining of the lower grade Middelvlei Reef resources as well as the reclamation of "old gold" in worked out areas. Low cost mining of the Middelvlei Reef is achievable because of the extensive pre-development work done and the extensive mining of the Carbon Leader Reef which has resulted in the Middelvlei Reef being situated in a geologically stable mining environment and thereby resulting in lower mining cost. The expansion project has increased the current life of mine plan from 12 to 26 years.

        Underground gold production has increased from 152,556 ounces in fiscal 2001 to 200,171 ounces in fiscal 2002. Surface gold production decreased from 68,255 in fiscal 2001 to 52,854 ounces in fiscal 2002.

•

Crown Section

        The Crown Section is involved in the clearing of old slime and sand dumps and the environmental clean-up of land across Central Johannesburg. The Crown Section has three operating plants situated at Crown Mines, City Deep and Knights, with an installed capacity to treat 11 million tonnes of sand and tailings per annum. Subsequent to cessation of underground operations and until recently, the Crown Section also operated the West Wits gold plant for the processing of sand dumps. However, in June 2002, we entered into an agreement to sell the West Wits plant and related surface rights to BTL for R25 million ($2.4 million). On July 1, 2002, we sold a 60% interest in the Crown Section leaving us with 40% of the Crown Section through our wholly-owned subsidiary, Crown. We will account financially for our interest in the Crown Section under the equity method commencing July 1, 2002. We acquired Crown on September 14, 1998.

        Gold production was 138,665 ounces during the fiscal year 2002. The operation has approximately 975 employees including contractors.

        On October 10, 2002, CGR entered into an agreement to purchase 100% of the issued share capital and shareholders claims of ERPM. ERPM is located close to Boksburg, east of Johannesburg. There is one processing plant servicing the three operating shafts. The other shafts are used for transport and pumping. Gold production at ERPM during the fiscal year ended December 2001 was 100,374 ounces. As at November 30, 2002, there were 2,600 persons employed at the excavations of

57

which 400 were skilled workers employed directly by ERPM and the rest were contract workers employed by Circle Labor Hire, a labor broker.

•

Tolukuma Section

        The Tolukuma Section is situated approximately 100 kilometers north of Port Moresby in Papua New Guinea, at an elevation of 1,550 meters. We acquired Dome Resources (Pty) Ltd, or Dome in the first half of 2000, our objective being to re-engineer and further develop the operation.

        Total production for the fiscal year 2002 amounted to 71,955 ounces of gold and 261,550 ounces of silver. The Tolukuma Section has approximately 530 employees, including contractors. The Tolukuma Section is situated in a remote area of Papua New Guinea, which requires all transport to and from the mine to be carried out by helicopter. As a result, 25% of the total cost of the mine is spent on transportation costs. We own 100% of the Tolukuma Section through our wholly-owned subsidiary Dome. We completed our acquisition of the entire share capital of Dome in June 2001.

Revenue

        Substantially all our revenues are derived from the sale of gold. As a result our operating results are directly related to the price of gold.

        The profitability of our operations, and the cash flows generated by those operations, are impacted by changes in the market price for gold, which in the past has fluctuated widely. As a general rule, we sell the gold we produce at market prices to obtain the maximum benefit from prevailing gold prices, although we have previously entered into hedging arrangements such as forward sales or other derivatives which establish a price in advance for the sale of our future gold production. During fiscal 2002, we undertook a major restructuring of our hedge book designed to reduce our hedging contracts.

        The gold price in Dollars received by us has declined during each of the last three fiscal years. However, we have seen an increase in the price of gold received by us during the first three months of the 2003 fiscal year caused in part by our hedge restructuring. The following table sets out the average, high and low London Bullion market price of gold in Dollars during the last three fiscal years.

	Year ended June 30
	2002	2001	2000
Average	296	269	281
High	327	291	326
Low	265	260	253

As a result of our hedging program, the actual cash proceeds from the sale of gold amounted to $253 per ounce in fiscal 2002 compared to $264 per ounce in fiscal 2001 and $289 per ounce in fiscal 2000.

Production Costs

        Cash costs typically make up over 89% of our total costs. The remainder of costs consist primarily of exploration costs, selling, administrative and general charges and depreciation and amortization.

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        Cash cost is a term for working (production) cost, calculated by dividing cash operating costs by gold ounces produced for all periods presented. This is a non-US GAAP measurement typically used in the mining industry. Our cash operating costs consists primarily of production costs, and include mine production (which includes labor, consumable stores and utilities), transport and refinery costs. Cash costs per ounce should not be considered by investors as an alternative to operating profit or net profit attributable to shareholders or as an indicator of our performance. Our definition of cash cost may differ to similarly titled measures of other companies. However, we believe that cash costs per ounce is a useful indicator to investors and management of a mining company's performance as it provides an indication of a company's profitability and efficiency, the trends in costs as the company's operations mature and a measure of a company's gross margins per ounce by comparison of total cash costs per ounce to the spot price of gold. Our aim is to reduce total unit cost per ounce produced by maintaining low total cost structure at existing operations and implementing this low-cost structure at the new mining operations we acquire.

        We have been able to reduce total costs by implementing a management structure and philosophy that is focused on reducing management and administrative costs, implementing an ore reserve management system that allows for greater grade control and acquiring higher grade reserves. Our ore reserve management system relies on a detailed geological understanding of the orebody backed up by closely-spaced sampling and an emphasis on grade control. We have also reduced our total costs by removing excess layers of management at our operating sections.

Income and Mining Tax

        We pay tax on mining income and non-mining income. The amount of mining income tax is calculated on the basis of a formula which takes into account total revenue and profits from, and capital expenditures for, mining operations.

South Africa

        In South Africa, the amount of income subject to taxation is calculated by subtracting capital expenditures from operating profit. The amount by which the adjusted profit figures exceeds 5% of revenue constitutes taxable mining income adjusted for any historical tax loss. We and each of our subsidiaries each make our own calculation of taxable income.

        The tax rate applicable to the mining and non-mining income of a gold mining company depends on whether that company has elected to be exempt from the Secondary Tax on Companies, or STC. STC is a tax on dividends declared which is payable by the company declaring the dividend, and, at present, the STC tax rate is equal to 12.5%. In 1993, all existing gold mining companies had the option to elect to be exempt from the STC. If the election was made, a higher tax rate would apply for both mining and non-mining income. In 2002, 2001 and 2000, the tax rates for taxable mining and non-mining income for companies that elected the STC exemption were 46% and 38%, respectively. During those same years, the tax rates for companies that did not elect the STC exemption were 37%, and 30%, respectively. In 1993, we elected not to be exempt from the STC tax. However, with the exception of Blyvoor, all of our subsidiaries elected the STC exemption. Any dividends paid by Blyvoor, being a wholly-owned subsidiary of ours, would be exempt from STC. To the extent that we receive dividends, such dividends are offset against the amount of dividends paid for purposes of calculating the amount subject to the 12.5% STC tax.

        Deferred taxation has been calculated at the non-mining tax rate of 30% as a result of the uncertainty created by fluctuations in the mining tax rate as determined by the mining tax formula. In our case, a non-mining tax rate of 42.5% (including STC of 12.5%) has been applied. Valuation allowances are provided on deferred tax assets arising out of assessed losses and unredeemed capital expenditures where these are unlikely to be utilized in the foreseeable future.

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Papua New Guinea

        Prior to the 2002 fiscal year, the corporate tax rate in Papua New Guinea was 35%. Currently, corporate tax rates on non-mining, non-petroleum taxable income in Papau New Guinea are 25% for resident companies and 48% for non-resident companies. Taxable income from mining operations is assessed at the rate of 30% for resident companies and 48% for non-resident companies. Additional profit tax is raised on resource projects at a rate of 20 - 25%. Tolukuma is a resident company for tax purposes.

Results of Operations

Year ended June 30, 2002 and 2001

Revenue

        Revenue for the year ended June 30, 2002 increased by 4.3% to $303.9 million from $291.3 million in fiscal 2001. We produced 1.027 million ounces of gold from 27.3 million tons treated at an average yield of 0.036 ounces per ton in fiscal 2002. In fiscal 2001 we produced 1.064 million ounces of gold from 27.3 million tons treated at an average yield of 0.036 ounces per ton. Despite the 3.4% reduction in production as compared to fiscal 2001, the increase in revenue was mainly attributable to the increase in the average price of gold received before taking into account the effects of our hedging.

Cash Costs

        The following table sets out our total amount of gold produced in ounces and our cash cost per ounce of gold produced at each of our operations for the years ended June 30, 2002 and June 30, 2001:

		Year ended June 30,
		2002		2001
		(oz)	($/oz)	(oz)	($/oz)
North West Operations
	Surface Operations	103,686	158	106,902	177
	Underground Operations	436,864	233	501,425	242
	Weighted average cash cost per ounce		219		231
Blyvoor Section
	Surface Operations	52,854	162	68,255	186
	Underground Operations	200,171	190	152,556	250
	Weighted average cash cost per ounce		184		230
Crown Section		138,665	204	145,029	214
West Wits Section		23,245	264	25,849	314
Tolukuma Section		71,955	240	63,593	242
Total ounces produced		1,027,440		1,063,609
Total production costs ($'000)			218,056		247,098
Weighted average cash cost			212		232

        Cash cost per ounce in fiscal 2002 was reduced by 8.6% to $212 per ounce compared to a cash cost of $232 per ounce in fiscal 2001. This decrease is primarily attributable to the significant depreciation of the Rand against the Dollar during fiscal 2002, as well as an increased focus on cost control, including centralizing our procurements function to obtain better commodity prices from suppliers. The majority of our cash costs are incurred in Rands. Total cash costs in fiscal 2002 consisted of 41% labor costs; 20% contractor services and other related costs; 26% inventory costs; and 13% electricity costs. As gold mining in South Africa is very labor intensive, labor costs are the largest

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component of cash costs. During fiscal 2002, an average wage increase of 7% for our mining employees was implemented pursuant to our current labor agreements.

Depreciation and amortization

        Depreciation and amortization charges were $15.0 million for fiscal 2002 as compared to $15.2 million for fiscal 2001. This slight decrease is mainly due to an extension of the life of mine of our current operations. This decrease, was to an extent negated by the increase in the depreciation charges at the Tolukuma Section caused by the appreciation of the Australian Dollar during the year.

Employment termination costs

        Employment termination costs decreased to $0.4 million for fiscal 2002 as compared to $3.0 million for fiscal 2001. This decrease is mainly due to the payment of employment termination costs during fiscal 2001 in connection with the closure of unprofitable mining operations at the Durban Deep and West Wits Sections.

Impairment of assets

        During fiscal 2002, we recorded an impairment charge against the residential property at the Durban Deep Section of $2.2 million. The market value of these assets had declined further during the current year. We had not recorded an impairment charge against these assets during fiscal 2001 as there was a potential buyer for these assets. However, the sale was not consummated and the Durban Deep Section has now been fully impaired. In fiscal 2001, we recorded an impairment charge against the assets of the Durban Deep Section of $2.8 million based on the fair value of the assets at June 30, 2001.

Selling, administration and general charges

        The selling, administration and general charges decreased in fiscal 2002 to $13.3 million as compared to $33.8 million in fiscal 2001. The decrease was primarily due to the significant depreciation of the Rand against the Dollar in fiscal 2002. The majority of our selling, administrative and general charges are incurred in Rand. The implementation of a flatter management structure and the concerted effort of management to institute tighter financial controls, including greater reliance on in-house expertise as opposed to external consultants, also contributed to the decrease. We incurred costs in fiscal 2001 related to our special investigation that were not incurred in fiscal 2002.

Loss on financial instruments

        The loss on financial instruments in fiscal 2002 was $147.2 million, as compared with a loss of $15.4 million in fiscal 2001.

        The depreciation of the Rand and the appreciation of the gold price during fiscal 2002 and the resulting negative effect that these changes had on the fair value of our derivative instruments contributed to the large increase in the loss on financial instruments. The average price of gold received by us was $43 per ounce less than the average gold price for fiscal 2002 as opposed to fiscal 2001, when the difference between the average gold price for the year and our gold price received was $5 per ounce less. The above difference and the effect of the close-out of our hedge position resulted in realized losses of $126.4 million in fiscal 2002.

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Interest expense

        Interest expense decreased to $2.4 million for fiscal 2002 as compared to $5.6 million for fiscal 2001. The decrease was due primarily to the settlement of the loan from Western Areas Ltd., or WAL, during the year.

Income and Mining Tax

        In fiscal 2002 the tax benefit was 45% of our consolidated loss as compared to 41% in fiscal 2001.

        As a result of the improved average price of gold in fiscal 2002, the likelihood of realizing assessed losses at our operations has increased and thus deferred income and mining tax valuation allowances have decreased to $6.9 million in fiscal 2002 from $63.3 million in fiscal 2001. This decrease has to an extent been negated by a reduction in the Unredeemed Capital Expenditure carried forward balance to $22.1 million in fiscal 2002 from $34.4 million in fiscal 2001 and a reduction in the Assessable Tax Loss carried forward balances to $15.4 million in fiscal 2002 from $25.1 million in fiscal 2001 as a result of continued profitability at the Blyvoor and Crown Sections.

        Foreign tax benefit decreased to $2.1 million in fiscal 2002 from $4.1 million in fiscal 2001, primarily due to a smaller loss before tax at the Tolukuma Section. There was also an increase in expenditure not allowed as a deduction for taxation purposes to $9.5 million in fiscal 2002 from $0.4 million in fiscal 2001, this increase was mainly attributable to the early close out of certain hedge positions during the year.

Minority Interest

        In fiscal 2002, minority interest decreased to $0 from $0.3 million in fiscal 2001 because we purchased all the shares in Dome during fiscal 2001. The $0.3 million relates to the minority shareholders' share of losses in Dome.

Provision for Environmental Rehabilitation

        A total of $12.1 million was invested in our various environmental trust funds at the end of fiscal 2002, as compared to $13.8 million for fiscal 2001. The decrease is attributable to the weakening of the Rand against the Dollar in fiscal 2002. As of June 30, 2002, we estimate our total rehabilitation liability to be $17.9 million as opposed to $22.6 million at June 30, 2001. The shortfall will be financed by ongoing financial contributions.

Year ended June 30, 2001 and 2000

Revenue

        Revenue for the year ended June 30, 2001 decreased by 11.1% to $291.3 million from $327.6 million in fiscal 2000. We produced 1.064 million ounces of gold from 27.3 million tons treated at an average yield of 0.039 ounces per ton. The decrease was mainly attributable to the decrease in the average Dollar sales price received and the 6.3% decrease in gold produced as compared to fiscal 2000. The decrease in production was mainly the result of the closure of the unprofitable underground operations at the Durban Deep and West Wits Sections.

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Cash Costs

        The following table sets out our total amount of gold produced in ounces and our cash cost per ounce of gold produced at each of our operations for the years ended June 30, 2001 and June 30, 2000:

		Year ended June 30,
		2001		2000
		(oz)	($/oz)	(oz)	($/oz)
North West Operations
	Surface operations	106,902	177	117,803	187
	Underground operations	501,425	242	518,396	257
	Weighted average cash cost per ounce		231		244
Blyvoor Section
	Surface operations	68,255	186	54,528	244
	Underground operations	152,556	250	152,105	278
	Weighted average cash cost per ounce		230		269
Crown Section		145,029	214	140,916	251
West Wits Section		25,849	314	81,276	316
Tolukuma Section		63,593	242	17,811	214
Durban Deep Section		—	—	51,788	332
Total ounces produced		1,063,609		1,134,623
Total production costs ($'000)			247,098		303,484
Weighted average cash cost			232		267

        Cash cost per ounce in fiscal 2001 was reduced by 13.1% to $232 per ounce compared to a cash cost of $267 per ounce in fiscal 2000. The decrease was mainly attributable to the effect of a depreciating Rand and the closure of the unprofitable underground operations at Durban Deep and West Wits Sections. Cash costs consisted in fiscal 2001 of: 32% labor costs; 35% contractor services and other related costs; 22% inventory costs. As gold mining in South Africa is very labor intensive, labor costs are the largest component of cash costs.

Depreciation and Amortization

        Depreciation and amortization charges were $15.2 million for fiscal 2001 as compared to $20.1 million for fiscal 2000. This decrease was due primarily to an extension of the life of mine of our current operations excluding West Wits and Durban Deep Sections which were impaired in fiscal 2000.

Employment Termination Costs

        Employment termination costs increased to $3.0 million for fiscal 2001 as compared to $2.5 million for fiscal 2000. The increase in fiscal 2001 compared to fiscal 2000 was due primarily to the closure of unprofitable operations at the Durban Deep and West Wits Sections.

Impairment of Assets

        In fiscal 2001, we recorded an impairment charge against the assets of the Durban Deep Section of $2.8 million based on the fair value of the assets at June 30, 2001. During fiscal 2000, we recorded an impairment charge against the assets at the Durban Deep and West Wits Sections and at the Hargraves mine in the amount of $68.5 million.

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Selling, Administrative and General Charges

        The selling, administrative and general charges decreased in fiscal 2001 to $33.8 million as compared to $39.2 million in fiscal 2000. The decrease is primarily due to the concerted efforts of management to institute tighter financial controls and improved corporate governance measures as well as the depreciation of the Rand against the Dollar.

Loss on Financial Instruments

        The loss on financial instruments in fiscal 2001 was $15.4 million, as compared with a loss of $34.6 million in fiscal 2000. The losses relate primarily to the change in the fair value of derivative instruments subsequent to the adoption of the new accounting standard, FAS 133.

        The average price of gold received by us was $5 per ounce less than the average gold price for fiscal 2002 as opposed to fiscal 2000, when the average gold price received for the year was $8 per ounce greater than the average gold price for the year.

Interest Expense

        Interest expense amounted to $5.6 million for the fiscal 2001 as compared to $4.5 million in fiscal 2000. The expense was due primarily to interest due on the long term loans and the short term WAL loan facility.

Income and Mining Tax

        In fiscal 2001, the tax benefit was 41% of our consolidated loss as compared to only 1% in fiscal 2000.

        The increase was mainly attributable to a decrease in expenditure not allowed as a deduction for taxation purposes to $0.4 million in fiscal 2001 from $13.2 million in fiscal 2000. This decrease was mainly attributable to impairment costs in 2000 relating to our investments in Hargraves NL and the Rawas gold mine. These amounts were not allowed as a deduction for tax purposes.

        Foreign tax benefit decreased to $4.1 million in fiscal 2001 from $13.2 million in fiscal 2001, primarily due to a decrease in the loss before tax from the Australian operations as a result of the liquidation of the unprofitable Hargraves operations in fiscal 2000.

Minority Interest

        The minority interests in fiscal 2000 reflected the minority shareholders' share of Dome's net profit, while the $0.3 million credit in fiscal 2001 reflected the minority shareholders' share of Dome's net loss.

Provision for Environmental Rehabilitation

        A total of $13.8 million was invested in our various environmental trust funds at the end of fiscal 2001 as compared to $14.8 million at the end of fiscal 2000. As of June 30, 2001 we estimated our total rehabilitation liability to be $22.6 million as compared to $30.4 million as of June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

Cash Resources

        At June 30, 2002, we had cash and cash equivalents of $23.9 million, and working capital of negative $9.6 million. Our board of directors believes that due to the favorable Rand gold price, the

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restructuring of our hedge positions and the debt facilities currently in place our working capital resources are sufficient to fund our currently foreseeable business requirements.

Operations

        Cash of $64.2 million was utilized for fiscal 2002 as compared to cash utilized of $16.7 million for fiscal 2001 and cash utilized of $0.7 million for fiscal 2000. This increase was due primarily to the early settlement of hedge positions during the year.

Investing

        Cash generated from investing activities was $2.9 million for fiscal 2002 as compared to cash utilized $1.3 million in fiscal 2001 and $34.9 million in fiscal 2000. The increase in fiscal 2002 was due to the sale of listed investments.

Financing

        Cash generated from financing activities increased from $15 million in 2001 to $67.6 million in 2002. This increase is due to share issues in 2002. Cash generated from financing activities in fiscal 2000 was $55.9 million. The decrease from fiscal 2000 to fiscal 2001 is due to fewer share issues in fiscal 2001.

Capital Expenditures

        Capital expenditure for the fiscal year ended June 30, 2002 was $8.2 million, compared to $6.3 million for the fiscal year ended June 2001. Capital expenditures were predominantly on ore reserve development at the Blyvoor Section and underground services at the Blyvoor, Harties and Buffels Sections. A section of the West Wits gold plant and the mobile equipment at Tolukuma were upgraded. Redundant capital equipment amounting to $1.7 million was sold during the year. Capital expenditures were currently funded from existing cash resources and cash generated by operations and cash generated by financing activities.

        Capital expenditure for the fiscal year ended June 30, 2001 was $6.3 million, compared to $19.7 million for the fiscal year ended June 2000. Capital was mainly spent on ore reserve development at the Blyvoor Section and underground services at the Blyvoor, Harties and Buffels Sections. The pre-concentration plant and rock mill at the West Wits Section and the mobile equipment at Tolukuma were upgraded. Redundant capital equipment amounting to $5.9 million was sold during the year. Capital expenditures were funded from existing cash resources.

        For fiscal 2003, we have budgeted $14.7 million for capital expenditures. Included in this amount is $2.7 million for exploration, $3.9 million for upgrading existing underground operations, $1.4 million for upgrading metallurgical plants, $4.3 million on mining equipment and development and $2.4 million on other capital projects.

        For fiscal 2003, North West has budgeted $5.1 million for capital expenditure, Blyvoor $3.8 million and Tolukuma $5.8 million. We plan to finance the capital expenditures from cash flows generated by operations.

Share Capital

        During October 2000, we issued 8,000,000 ordinary shares to JCI Gold Limited, or JCI Gold, in exchange for the repayment by JCI Gold of a R38.2 million ($3.6 million) note to iProp Limited on behalf of Crown.

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        During February and May of 2002, we concluded private placements for a total of 12,000,000 of our ordinary shares. The net proceeds from those placements of R445.5 million ($42.2 million) were used to undertake a major restructuring of our hedgebook.

        In July 2002, KBH subscribed for 4,794,889 of our ordinary shares of a subscription price of approximately R68 million ($6.4 million).

        On November 12, 2002 we issued $66,000,000 of 6% Senior Convertible Notes due 2006, in a private placement. We issued the notes at a purchase price of 100% of the principal amount thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity date in November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, ADRs, at a conversion price of $3.75 per share or ADR, subject to adjustment in certain events. We are entitled to redeem the notes at their accreted value plus accrued interest, if any, subject to certain prescribed conditions being fulfilled, after November 12, 2005. We offered the notes only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933, as amended, or the Securities Act, and to non-U.S. persons in reliance on Regulation S under the Securities Act.

        The approved capital expenditure for the Blyvoor Expansion Project for the fiscal year ended June 30, 2003, is $1.2 million. Of the total projected capital expenditure of $3.8 million for the Blyvoor Expansion Project, $1.2 million will be spent on exploiting the medium grade Middelvlei Reef ore reserves at the No. 6 shaft. These reserves, which were previously deemed to be unavailable, can now be mined profitably at current gold prices by using innovative low cost mining methods. Additionally, $1.0 million will be used to upgrade infrastructure on surface and underground at Nos. 5 and 6 shafts to facilitate more efficient operations. The balance will be used to upgrade slime dams and provide general upgrading of the surface infrastructure.

        The approved capital expenditure for the North West Operations is $5.1 million. This amount will be used to finance the mining of the medium grade area of the Vaal Reef.

        As of November 30, 2002, $5.8 million of the total projected capital expenditure has been approved by our board.

Credit and Loan Facilities

        We do not have any off balance sheet borrowings or financial arrangements. At November 30, 2002 the following borrowing arrangements were in place:

Mineral Resources Development Company (Proprietary) Limited Loan

        On November 19, 1997, Dome and Tolukuma Gold Mines Limited, or TGM, entered into a loan agreement with Mineral Resources Development Company (Proprietary) Limited, or MRDC, by which MRDC provided a loan of A$2.5 million ($1.2 million) to TGM. The loan is to be repaid in four equal half-yearly installments, as per an amended agreement, with the first installment paid on June 30, 2002 and the last payable on December 31, 2003. Interest is payable at 9% per year and has been capitalized. The loan is secured by a lien on the assets of TGM. The loan agreement provides that neither Dome nor TGM may make dividend payments if such payments would have a material adverse effect on TGM's ability to meet its obligations under the loan. The loan is guaranteed by Dome. As of June 30, 2002, the outstanding balance on the loan was $1.0 million.

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        As of November 30, 2002, the interest rate on this loan remained at 9% and the outstanding balance on the loan was $1.0 million based on an exchange rate of R9.29 to $1.

Mortgage Bond—First National Bank Limited

        A mortgage bond of R3 million ($0.5 million) was obtained by our subsidiary, Stand 752 Parktown Extension (Pty) Ltd in November 1998 in order to acquire the building which houses our registered address and corporate offices. The loan is secured by a first covering mortgage bond over this property and a deed of suretyship signed by us. The mortgage loan bears interest at 0.75% below the prime lending rate offered by First National Bank Limited on overdraft. At June 30, 2002 the prime lending rate in South Africa was 16% per annum. Interest is calculated daily and compounded monthly in arrears. The loan is repayable over 60 months in monthly installments. As of June 30, 2002, the outstanding balance on the loan was $0.1 million.

        At November 30, 2002, the prime lending rate in South Africa was 17% per annum and the outstanding balance on the loan was $0.1 million based on an exchange rate of R9.29 to $1.

Industrial Development Corporation Loan to Crown Gold Recoveries (Pty) Ltd

        On June 8, 1999, Crown Gold Recoveries (Pty) Ltd, or CGR, entered into a loan agreement with IDC for R25 million ($3.1 million). The loan bears interest at 2.5% below the prime lending rate offered by First National Bank of Southern Africa Limited on overdraft. As of June 30, 2002, the interest rate stood at 13.5% per year. The loan is repayable in 48 monthly installments. Repayment of the loan began on May 1, 2000. As of June 30, 2002, the outstanding balance on the loan was $1.1 million.

        As of November 30, 2002, the interest rate stood at 14.5% per year, and the outstanding balance on the loan was $1.2 million based on an exchange rate of R9.29 to $1.

        The loan is secured by a general notarial bond covering all moveable assets of CGR. Under the terms of the loan agreement, CGR cannot, without the written consent of IDC:

•

pay cash dividends;

•

pay interest on shareholder loans in cash;

•

make loans to companies controlled by us;

•

repay any shareholder loans; or

•

pay any management or administration fees

in an aggregate amount of more than R2.5 million ($0.2 million) in the financial year ended on June 30, 2000, and increasing by 8% per year, until our interest in CGR is equal to 50% of its total assets or which would have the effect of causing our interests in CGR to be reduced below 50%. Furthermore, CGR cannot, without the prior written consent of IDC, dispose of or further encumber its moveable assets or issue shares to anyone other than us. We may not sell any of our shares in CGR without the consent of IDC.

        We have guaranteed the due and punctual payment of the obligation of CGR under the loan agreement through a suretyship. However, in connection with our sale of 60% of our interest in CGR to KBH which has agreed to indemnify us against any claim, loss or damage suffered, or expense incurred by us as a result of any breach of this loan agreement. This indemnity is to last until KBH has procured our release from the suretyship.

        KBH is a mining company owned by HDSAs and was formed in 1998. IDC is a state owned financial institution that provides the financing of transactions which enhance black economic empowerment in South Africa.

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Volvo Finance Lease

        In November 2000, Dome entered into a master finance lease agreement with Volvo Truck Finance Australia (Pty) Ltd, or Volvo, for the lease of two articulated dump trucks to transport ore from the mine to the metallurgical plant. At the termination of the lease, the equipment will be returned to Volvo. The value of the lease is R4 million ($0.4 million). Principal is paid in 35 equal monthly installments. The lease bears interest at a rate of 12% per annum. As of June 30, 2002, the outstanding balance on the lease was $0.1 million

        As of November 30, 2002, the outstanding balance on the lease was $0.1 million based on an exchange rate of R9.29 to $1.

        Dome subleases the equipment to TGM under a finance sub-lease agreement dated November 1, 2000. Under this sub-lease, TGM agrees to be bound by the master finance lease agreement and to continue making payments thereunder to Volvo.

Bank of South Pacific Loan

        In August 2001, TGM, entered into a loan agreement with Bank of South Pacific Limited, or Bank of South Pacific. Under this loan agreement, Bank of South Pacific agrees to provide TGM with a cash advance installment loan and /or a letter of credit facility. TGM may request the provision of an advance, or the issue of a letter of credit in favor of Sandvik Tamrock Pty. Limited to refinance its purchase, or to make payment on the purchase, of certain specific pieces of mining equipment described in the loan agreement.

        The loan bears interest at a rate equal to Bank of South Pacific's "Indicator Lending Rate", which is published weekly, plus a margin of 40% per year. As of June 30, 2002, the interest rate on the loan stood at 20.25% per year. Interest is payable monthly in arrears. Principal payments are also made monthly in accordance with the payment schedule which Bank of South Pacific calculates from time to time. As of November 30, 2002, the outstanding balance on the loan was $1.0 million based on an exchange rate of R9.29 to $1.

        As of November 30, 2002, the interest rate on this loan remained at 20.25% and the outstanding balance on the loan was $1.0 million based on an exchange rate of R9.29 to $1.

        The loan agreement requires TGM to maintain certain financial ratios, advise or seek the approval of Bank of South Pacific on capital expenditures above certain thresholds, and ensure that capital and exploration expenditures do not generate a negative cash flow. Additionally, without the consent of Bank of South Pacific, TGM may not incur financial indebtedness or provide a guarantee of the financial indebtedness of another person, further encumber any of its property, except by operation of law, or dispose of or otherwise create an interest in any of its property other than in the ordinary course of its business. TGM must also notify Bank of South Pacific when it incurs any financial indebtedness, guarantees the financial indebtedness of another person, or issues any shares or alters its share capital. Also, TGM has agreed not to repay any inter-company loans without first obtaining the written consent of Bank of South Pacific.

        The loan is secured by fixed and floating charges over the assets of TGM, Dome and Dome Resources (PNG) Limited, or Dome (PNG). Additionally, we, Dome and Dome (PNG) have guaranteed this loan.

        Under our guarantee agreement with Bank of South Pacific, we guarantee the payment and performance of TGM of its obligations to Bank of South Pacific up to maximum of A$4.3 million. Also, our guarantee agreement restricts our ability to further encumber or dispose of our assets in Australia or Papua New Guinea, without approval from Bank of South Pacific. Our guarantee agreement also restricts our ability to receive funds from TGM, enforce certain rights or claims against TGM, take certain actions against Bank of South Pacific, and incur financial indebtedness with respect to our assets in Australia and Papua New Guinea. The guarantee agreements for Dome and Dome Resources (PNG) contain similar provisions but do not contain a monetary limit on exposure.

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Industrial Development Corporation Loan to Blyvoor

        On June 7, 2002, Blyvoor entered into a loan agreement with IDC for R65 million ($6.3 million) specifically for financing capital expenditures incurred by Blyvoor in completing the Blyvoor Expansion Project. The loan bears interest at 1% below the prime rate of First National Bank Limited of Southern Africa. As of November 30, 2002, the interest rate stood at 16% per year. The loan is repayable in 48 monthly installments. The loan will be secured by a special notarial bond over the Blyvoor metallurgical plant. However, the Blyvoor metallurgical plant is currently encumbered in favor of J.P. Morgan Chase and as a result cannot currently be provided as security. Accordingly, IDC has agreed to temporarily waive the requirement to provide this security in consideration for Blyvoor providing IDC with a written undertaking to register the special notarial bond on or before June 30, 2003 and the provision of the following security (a) Crown pledging its 40% shareholding and ceding, as security, its shareholder loans in CGR to IDC, and (b) Crown and us providing a guarantee to IDC for the obligations of Blyvoor to IDC, such suretyship only to become effective on July 1, 2003 and remain in force until the registration of the special notarial bond. This security has been provided.

        The loan agreement prohibits us from disposing of or further encumbering the assets covered by the special notarial bond and places restrictions over our ability to change the business of Blyvoor.

        As of November 30, 2002, we have drawn down R30.7 million ($3.3 million) of this loan based on an exchange rate of R9.29 to $1.

Banking Facilities from Standard Corporate and Merchant Bank

        In October 2002, we entered into an agreement with Standard Corporate and Merchant Bank, or SCMB, for the provision of various direct and indirect banking facilities. These facilities include a general short term banking facility, business line of credit, liquidating credit line, performance guarantees and derivative products. The aggregate amount available under these facilities is R176.3 million ($17.0 million). The rate of interest varies between the various facilities. As of November 30, 2002, the aggregate outstanding balance under the general short term banking facility was R60 million ($6.5 million) based on an exchange rate of R9.29 to $1. This agreement requires us to obtain the prior written consent of SCMB before we may incur any further borrowings. This amount of R60 million ($5.8 million) was lent by us to CGR. On October 10, 2002 the sellers of ERPM, namely Daun et Cie AG, Courthiel Holdings (Pty) Ltd, KBH, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Masechaba Palesa Moletsane Ncholo, Michelle Patience Baird, Derek Sean Webbstock, and CGR agreed to enter into an agreement under which CGR agreed to purchase from the sellers the entire issued share capital of and shareholders' claims against ERPM. CGR paid an amount of R60 million ($5.8 million) to the sellers as an interest free loan. CGR has received from the sellers, as security for the loan, a pledge of the entire issued share capital of ERPM and an assignment of the sellers' claims to CGR. The South African competition authorities have approved the transaction and the R60 million ($5.8 million) loan is deemed to be part payment of the purchase price of R100 million ($9.6 million) by CGR for the acquisition of the shares and the claims of ERPM. Dr. Ncholo is one of our non-executive directors.

Compliance with Loan Covenants

        We have been in compliance with all covenants contained in the above loan agreements, in all material respects, during the periods covered by our financial statements included in this Annual Report.

EFFECTS OF INFLATION

        Inflation has decreased in recent years and has had little effect on our operations. However, a return to significant inflation in South Africa without a concurrent devaluation of the Rand or an increase in the price of gold could have a material adverse effect on our operating results and financial condition.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

        We are not involved in any research and development and have no registered patents or licenses.

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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

Directors and Executive Officers

        Our board of directors may consist of not less than four and not more than twenty directors. As of June 30, 2002, our board consisted of eight directors. As of November 30, 2002, our board still consisted of eight directors.

        In accordance with JSE listing requirements and our Articles of Association, one third of the directors comprising the board of directors, on a rotating basis, are subject to re-election at each annual general shareholder's meeting. Additionally, all directors are subject to re-election at the first annual general meeting following their appointment. Retiring directors normally make themselves available for re-election.

        The address of each of our executive directors and non-executive directors is the address of our principal executive offices.

Executive Directors

Mark Michael Wellesley-Wood (51) Chairman and Chief Executive Officer. Mr. Wellesley-Wood was appointed Non-Executive Chairman in May 2000 and appointed Chairman and Chief Executive Officer in November 2000. Mr. Wellesley-Wood has been involved in all aspects of raising finance and financial advice for mining companies since 1977. Mr. Wellesley-Wood is also a director of Oxus Resources, WCS Limited and Unwins Wine Group Ltd. In January 2002, Mr. Wellesley-Wood was denied entry into South Africa based upon alleged deficiencies in his residency permit. Subsequently, Mr. Wellesley-Wood was issued a valid work permit by the Department of Home Affairs through March 2005.

Ian Louis Murray (36) Chief Financial Officer. Mr. Murray was appointed Manager Corporate Finance in 1997, alternate Director in July 1999 and Chief Financial Officer in July 2000. Mr. Murray has been intimately involved in merging our various mining operations to form our current structure. He has 10 years diversified financial experience. Mr. Murray is also a director of Rand Refinery Ltd.

Frederik Hendrik Coetzee (55) Operations Director. Mr. Coetzee was appointed Chief Operational Officer in October 2001 and Operations Director in January 2002. Mr. Coetzee has 37 years of experience in the mining industry. Mr. Coetzee is also a director of Gabbrina Richard Mining, Processing and Civil (Pty.) Ltd.

Non-Executive Directors

David Christopher Baker (43) Non-executive Director. Mr. Baker was appointed Non-executive Director in 2002. Mr. Baker is a qualified metallurgist and has 15 years of experience as a mining analyst and portfolio manager. Mr. Baker is also a director of Northcliffe Holdings Pty. Ltd, Serpent Investment Pty. Ltd, and Baker Steel Limited and is a partner in Baker Steel Capital Managers LLP.

Geoffrey Charles Campbell (41) Non-executive Director. Mr. Campbell was appointed Non-executive Director in 2002. Mr. Campbell is a qualified geologist and has 15 years of experience as a mining analyst and senior fund manager. Mr. Campbell is also a director of Boatlaunch Limited.

Nicolas Goodwin (55) Non-executive Director. Mr. Goodwin was appointed Non-executive Director in 1997. Mr. Goodwin was a practicing stockbroker for 16 years, specializing in gold shares. He has 20 years of experience as a gold analyst.

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Robert Peter Hume (62) Non-executive Director. Mr. Hume was appointed Non-executive Director in 2001. Mr. Hume has 40 years of experience in the auditing field. Mr. Hume is also a director of King Consolidated Holdings, Limited.

Moltin Paseka Ncholo (39) Non-executive Director. Dr. Ncholo was appointed Non-executive Director in 2002. Dr. Ncholo is an advocate of the High Court of South Africa and also the chairman of KBH. Dr. Ncholo is also a director of ERPM, CGR and KBH.

Executive Officers

William Beer (50) Chief Administration Officer. Mr. Beer was appointed Chief Administration Officer in January 2002. Mr. Beer has 20 years of management experience.

Aletta Beyers (28) Manager: Treasury. Ms. Beyers was appointed Manager: Treasury in November 2000. Ms. Beyers has 5 years of financial experience in the mining industry.

David Johannes Botes (45) Group Enterprise Risk Manager. Mr. Botes was appointed Group Financial Manager in September 1998. Mr. Botes has 19 years of financial management experience.

Jacob Hendrik Dissel (44) Financial Manager: South African Operations. Mr. Dissel was appointed Financial Manager: South African Operations in January 2000. Mr. Dissel has 16 years of financial experience in the gold mining industry.

Maryna Aletta Eloff (49) Group Company Secretary. Ms. Eloff was appointed Group Company Secretary in July 1997. Ms. Eloff has 28 years of administrative and company secretarial experience in various industries.

Johann Engels (48) Group Human Resources Manager. Mr. Engels was appointed Group Human Resources Manager in July 2002. Mr. Engels has 25 years experience in the mining industry.

Peter Andrew Faber (41) General Manager of Harties. Mr. Faber was appointed General Manager of Harties in September 2002, and has 21 years of experience in the mining industry.

Stephanus Aderiaan Louwrens (45) General Manager of ERPM. Mr. Louwrens was appointed General Manager of ERPM in October 2002. Mr. Louwrens has 25 years of experience in the gold mining industry.

Anton Lubbe (43) General Manager of Buffels. Mr. Lubbe was appointed General Manager of Buffels in June 2002. Mr. Lubbe has 16 years of experience in the mining industry.

Deon van der Mescht (39) General Manager of Blyvoor. Mr. Mescht was appointed General Manager of Blyvoor in January 2001. Mr. van der Mescht has 24 years of experience in the mining industry.

Benita Elizabeth Morton (41) Legal Advisor. Ms. Morton was appointed Legal Advisor in December 1999. Ms. Morton has 16 years of experience in mining and property law.

Barry de Blocq van Scheltinga (40) Industrial Relations Manager. Mr. Scheltinga was appointed Industrial Relations Manager in September 1998. Mr. de Blocq has 13 years of experience in industrial relations and human resources management.

Charles Methley Symons (48) General Manager of Crown. Mr. Symons was appointed General Manager of Crown in September 1998. Mr. Symons has 23 years of experience in the mining industry.

Daniel Stefanus du Toit van den Bergh (50) New Business Development Manager. Mr. Van den Bergh was appointed Manager: Services in June 1998. Mr. van den Bergh has 28 years of experience in the mining industry.

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Changes in our Board of Directors

        The following changes occurred in our board of directors from July 1, 2001 to November 30, 2002.

Appointments		Date
F. Coetzee	(Operations Director)	January 22, 2002
D. Baker	(Non-Executive Director)	January 23, 2002
G. Campbell	(Non-Executive Director)	March 20, 2002
R. Hume	(Non-Executive Director)	October 10, 2001
M. Ncholo	(Non-Executive Director)	March 20, 2002
C. Valkin	(Alternate Director)	April 29, 2002

Resignations		Date
R.A.R. Kebble	(Deputy Chairman & Executive Director)	June 30, 2002
F. Weideman	(Director Operations)	February 28, 2002
G. Njenje	(Non-Executive Director)	April 30, 2002
G. Fischer	(Non-Executive Director)	April 12, 2002
C. Valkin	(Alternate Director)	September 6, 2002

Directors' Terms of Employment

        The following table shows the date of appointment, expiration of term and number of years of service of each of our directors:

Director	Date of Appointment	Date of Expiration of Term	Number of Years of Service
M.M. Wellesley-Wood	2000	2003	2
I.L. Murray	2001	2004	3
F. Coetzee	2002	2005	—
M. Ncholo	2002	2005	—
G. Campbell	2002	2005	—
N. Goodwin	1997	2005	5
R. Hume	2001	2004	1
D. Baker	2002	2005	—

        There are no family relationships between any of our executive officers or directors. There are no arrangements or understandings between any of our directors or executive officers and any other person by which any of our directors or executive officers are selected.

Committees of the Board of Directors

Executive Committee

        The Executive Committee meets regularly to review current operations in detail, develop strategy and policy proposals for consideration by the board of directors and to implement its directives. The Executive Committee consists of: M.M. Wellesley-Wood (Chairman), I. Murray, F. Coetzee and B. Beer, J. Engels, D.S.D. van den Bergh and M. Eloff (Secretary).

Remuneration Committee

        The Remuneration Committee has been appointed by the board of directors with responsibility for approving all of our remuneration policies and the terms and conditions of employment of executive directors and officers. The committee also considers and approves the eligibility criteria and performance measures of the Durban Roodepoort Deep (1996) Share Option Scheme applicable to the executive directors and senior management. The Remuneration Committee consists of: N. Goodwin and G. Campbell.

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Audit Committee

        The Audit Committee reviews our annual results, the effectiveness of our system of internal financial controls, internal audit procedures and legal and regulatory compliance. The committee also reviews the scope of work carried out by our external auditors and holds regular discussions with the external auditors and J. Botes, our Enterprise Risk Manager. The Audit Committee consists of: R. Hume (Chairman), N. Goodwin and D. Baker.

Compensation of Directors and Officers

        Our Articles of Association provide that the directors' fees should be determined from time to time in a general meeting or by a quorum of non-executive directors. The total amount of directors' remuneration paid for the year ended June 30, 2002 was R13.1 million ($1.3 million). During the year ended June 30, 2002, we contributed R0.5 million ($0.05 million) to our defined retirement benefits programs for these officers and directors. The following table sets forth the compensation for our directors for the year ended June 30, 2002:

Directors	Basic Salary/Fees	Retirement fund contributions/ Bonus/Restraint of Trade/Expenses	Share option scheme gains	Total
	($'000)	($'000)	($'000)	($'000)
Executive
M.M. Wellesley-Wood	362	—	1,093	362
I. Murray	172	59	935	231
F. Coetzee	65	—	263	65
Subtotal(1)	1,065	183	4,913	1,248
Non-Executive
P. Ncholo	—	—	—	—
G. Campbell	—	—	—	—
N. Goodwin	13	—	222	13
R. Hume	15	—	78	15
D. Baker	9	—	—	9
Total(1)	1,102	183	5,858	1,285

(1)

Includes remuneration paid to directors who have resigned during the financial year.

        As of June 30, 2002, options to purchase ordinary shares held by directors were as follows:

	Options at June 30, 2001	Options granted during the year	Average Exercise price (R)	Options exercised during the year	Average Exercise Price (R)	Options at June 30, 2002	Expiration Dates(1)
Executive Directors
M.M. Wellesley Wood	733,396	646,017	15.29	474,104	6.24	905,309	8/21/10-4/30/12
I. Murray	712,568	443,421	14.94	478,318	6.64	677,671	8/6/07-4/30/12
F. Coetzee	—	447,789	10.74	150,000	10.74	297,789	5/1/11-4/30/12
Non-Executive Directors
P. Ncholo	—	20,000	18.61	—	—	20,000	3/20/12
G. Campbell	—	20,000	18.61	—	—	20,000	3/20/12
N. Goodwin	274,414	50,000	14.32	169,414	6.87	155,000	8/21/10-3/26/12
R. Hume	—	75,000	11.97	26,250	11.97	48,750	10/1/11-3/26/12
D. Baker	—	60,000	14.05	—	—	60,000	1/23/12-3/26/12

(1)

Certain directors hold options which expire at various times. For those directors, a range is provided indicating the earliest and latest expiration dates.

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Durban Roodepoort Deep (1996) Share Option Scheme

        We operate a securities option plan for our directors and senior employees which has a total of 15% of the issued ordinary shares reserved for issuance thereunder. The price at which an option may be exercised is the seven day trailing average of the closing market prices of an ordinary share on the JSE, as determined by our directors, during the three months preceding the day on which the employee is granted the option. Each option remains in force for ten years after the date of grant, subject to the terms of the option plan. Options granted under the plan vest at the discretion of our directors, but primarily according to the following schedule: one-quarter of the options vest six months from the original date of the option grant; one-quarter vest one year from the original date of the option grant; one-quarter of the options vest two years from the original date of the option grant and the balance of the options vest three years from the original date of the option grant. Any options not exercised within ten years from the original date of the option grant will expire and may not thereafter be exercised.

        Options to purchase a total of 6,547,380 ordinary shares were outstanding on June 30, 2002, of which options to purchase 1,527745 ordinary shares were currently exercisable. Directors and approximately 100 executive officers and other senior employees participate in our option scheme. As of November 30, 2002, options to purchase an additional 1,148,300 ordinary shares have been granted. The outstanding options are exercisable at purchase prices that range from R4.52 to R36.08 per share and expire ten years from the date of issue to the participants.

Service Agreements

        Service contracts negotiated with each executive and non-executive director incorporate their terms and conditions of employment and are reviewed by our remuneration committee.

        Messrs. Wellesley-Wood, Murray, Ncholo, Campbell, Goodwin, Hume and Baker each have service agreements which run for fixed three year periods until November 1, 2003, October 1, 2004, March 20, 2005, July 1, 2005, March 20, 2005, October 10, 2004 and January 22, 2005, respectively. After their respective three year periods, the agreements continue indefinitely until terminated by either party on not less than three months prior written notice.

        Mr. Coetzee has a service agreement which runs for a fixed three year period until July 1, 2005 and thereafter continues for a period of two years or until terminated by either party on not less than three months written notice.

        Additionally, Mr. Murray has a service agreement with one of our subsidiaries, DRD (Isle of Man), or DRD (IOM), Limited which continues for an indefinite period until terminated by either party on notice.

        Each of the service agreements with our executive directors provides for the payment of benefits to the director where the agreement is terminated by us or DRD (IOM), except where terminated as a result of certain action on the part of the director, or upon the director reaching a certain age, in the case of our executive directors, or by the director upon the occurrence of a change of control of us, or DRD (IOM) as the case may be. A termination of a director's employment for any of these reasons is referred to as a "eligible termination". Upon an eligible termination, the director is entitled to receive a payment equal to at least one year's salary but not more than three year's salary, in the case of our non-executive directors, or four year's salary, in the case of our executive directors, depending on the period of time that the director has been employed. Additionally, if we terminate the employment of the director and the termination is an eligible termination, we must provide the director with thirty days prior written notice and cause all options held by the director under our share option scheme to become exercisable by the director during that thirty day period.

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Loan from R.A.R. Kebble

        During the year ended June 30, 2001, Roger Kebble loaned us R5.3 million ($0.5 million). He also purchased our investment in Rand Leases Properties Limited for R2.7 million ($0.26 million) and settled an amount of R6.4 million ($0.6 million) due by CAM to us. The sale of the investment was at market related prices. An amount of R0.4 million ($0.04 million) has been paid by us as interest on the loan during the 2002 fiscal year. Mr. Kebble had been appointed a director in August 1995 and Executive Chairman in March 1998. We entered into an agreement with Mr. Kebble in March 2002 whereby Mr. Kebble retired from employment with us with effect from March 19, 2002 and ceased to be a director of our board with effect from June 30, 2002. Pursuant to that agreement, we undertook to pay R3.1 million ($0.3 million) to Mr. Kebble on June 30, 2002. We believe that we are not obliged to pay this amount and have not done so. One of the reasons for this is that we believe we have a counterclaim against Mr. Kebble in excess of this claim.

        In addition, we believe that certain share options of Mr. Kebble's have lapsed. A letter has been received from Mr. Kebble's legal advisors alleging a repudiation of the agreement and a claim for damages has been intimated, although no proceedings have as yet been instituted.

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

        As of November 30, 2002, our issued capital consisted of:

•

183,262,661 ordinary shares of no par value; and



•

5,000,000 cumulative preference shares.

        The holders of cumulative preference shares do not have voting rights unless any preference dividend is in arrears for more than six months. However, they will obtain voting rights once the Argonaut Project becomes an operational gold mine. Additionally, holders of cumulative preference shares may vote on resolutions which adversely affect their interests and on the disposal of all or substantially all of our assets or mineral rights. There is currently no active trading market for our cumulative preference shares. No shareholder has voting rights which differ from the voting rights of any other shareholder.

        To our knowledge, we are not directly or indirectly owned or controlled by another corporation or any person or foreign government and there are no arrangements, the operation of which may at a subsequent date result in a change in control of us.

        Based on information available to us, as of November 30, 2002:

•

there were 3,756 record holders and approximately 28,000 beneficial owners of our ordinary shares in the United States, who held approximately 139,727,434 shares or 76.2% of our ordinary shares then issued and outstanding;



•

there were 3,702 record holders of our ADRs in the United States, who held approximately 3,797,414 or 2.07% of our ADRs.

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        The following table set forth information regarding the beneficial ownership of our ordinary shares as of November 30, 2002 by:

•

each of our directors; and



•

any person whom the directors are aware of as at November 30, 2002 who is interested directly or indirectly in 5% or more of our ordinary shares.

	Shares Beneficially Owned
Holder
	Number	Percent
M. M. Wellesley-Wood	*
I. Murray	*
F. Coetzee	*
M. Ncholo(1)	*
G. Campbell	*
N. Goodwin	*
R. Hume	*
D. Baker	*
Bank of New York—ADRs 101 Barclay Street New York, NY 10011	139,727,434	76.2

(1)

Does not include 4,794,889 of our ordinary shares held by KBH, of which Dr. Ncholo is the chairman.

*

Indicates share ownership of less than 1% of our outstanding ordinary shares.

        Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Ordinary shares issuable pursuant to options, to the extent the options are currently exercisable or convertible within 60 days of November 30, 2002, are treated as outstanding for computing the percentage of any other person. As of November 30, 2002 we are not aware of anyone owning 5% or more of our ordinary shares other than the Bank of New York which holds 76.2% of our issued ordinary shares through our ADR program. Unless otherwise noted, each person or group identified possess sole voting and investment power with respect to the shares, subject to community property laws where applicable. Unless indicated otherwise, the business address of the beneficial owner is: Durban Roodepoort Deep Limited, 45 Empire Road, Parktown, Johannesburg, South Africa, 2193.

Cumulative Preference Shares

        Randgold owns 5,000,000 (100%) of our cumulative preference shares. Randgold's address is 5 Press Avenue, Selby, Johannesburg, South Africa.

RELATED PARTY TRANSACTIONS

iProp Loan Note

        On June 12, 2002, we entered into a loan agreement with CGR in terms of which an amount of R37.7 million ($3.6 million) is recorded as owing by CGR to us. This amount was originally owed by CGR to iProp Ltd (previously known as RMP Properties SA Ltd), or iProp, in terms of an unsecured loan note. In an arrangement in which JCI Gold paid iProp R38 million ($3.7 million) in exchange for an issue by us to JCI Gold of 8,000,000 ordinary shares, the loan note was ceded to us. The loan note has now been cancelled and restated in terms of the loan agreement entered into on June 12, 2002. The largest amount outstanding on this loan to date is R37.7 million ($3.6 million). The loan bears interest at the prime rate of The Standard Bank of Southern Africa on overdraft plus 25% of that

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prime rate. As of June 30, 2002, the interest rate on this loan stood at 20.25% per year. The loan is repayable on demand within seven years. Interest is payable annually in arrears. The loan is unsecured. We currently intend to revise the terms of this loan so that it bears interest at the prime rate of The Standard Bank of South Africa on overdraft payable monthly. Principal will be repaid in equal annual installments.

R.A.R. Kebble Loan

        During the year ended June 30, 2001, Roger Kebble loaned us R5.3 million ($0.5 million). He also purchased our investment in Rand Leases Properties Limited for R2.7 million ($0.26 million) and settled an amount of R6.4 million ($0.6 million) due by CAM to us. The sale of the investment was at market related prices. An amount of R0.4 million ($0.04 million) has been paid by us as interest on the loan during the 2002 fiscal year. The largest amount outstanding on this loan to date is R5.3 million ($0.5 million). He had been appointed a director in August 1995 and Executive Chairman in March 1998. We have repaid this loan in full.

        We entered into an agreement with Mr. Kebble on March 2002 whereby Mr. Kebble retired from employment with us with effect from March 19, 2002 and ceased to be a director of our board with effect from June 30, 2002. Pursuant to that agreement we undertook to pay an amount of R3.1 million ($0.3 million) to Mr. Kebble on June 30, 2002. We believe that we are not required to pay this amount and we have not done so. One of the reasons for this is that we believe we have a counterclaim against Mr. Kebble in excess of this claim.

Sale of 60% of Our Interest in Crown Gold Recoveries (Pty) Ltd

        In connection with the sale by us of 60% of our interest in CGR we agreed to lend KBH R5.3 million ($0.5 million) under a loan agreement entered into on June 12, 2002. The largest amount outstanding on the loan to date is R5.3 million ($0.5 million). The loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 3%. As of November 30, 2002, the interest rate on this loan stood at 20% per year and the outstanding balance was R5.7 million ($0.6 million). The loan is repayable on demand within five years. Interest is payable annually in arrears. The loan was secured by KBH's pledge to us of 49,928,824 shares in ERPM. However, since the acquisition of ERPM by CGR, the loan is no longer secured. We currently intend to revise this loan so that it bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 15% of that rate payable monthly with equal annual capital redemption's.

        We also entered into two loan agreements with CGR, the first being for R0.9 million ($0.09 million) and the second being for R37.7 million ($3.6 million). The first loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 15% of that prime rate. As at November 30, 2002 the interest rate on this loan stood at 19.55% per year. The loan is payable on demand within three years and interest is payable annually in arrears. The total amount outstanding as at November 30, 2002 is R1 million ($0.09 million).

        The second loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 25% of that prime rate. As at November 30, 2002 the interest rate on this loan stood at 21.25% per year. The loan is payable on demand within seven years and interest is payable annually in arrears. The total amount outstanding as at November 30, 2002 is R40.3 million ($3.9 million).

        We entered into a shareholders' agreement with KBH, IDC, Crown and CGR. This agreement provides that the board of CGR shall comprise two directors appointed by Crown and three directors appointed by KBH. The agreement also provides that certain business matters such as amending the memorandum and articles of association of CGR, canceling the services agreement with us or incurring certain indebtedness requires the approval of Crown, in the case of shareholder matters, or a director appointed by Crown in the case of directors matters. Additionally, the agreement places restrictions on

77

our ability to dispose of shares of CGR without the prior written consent of the other shareholders. The shareholder agreement also provides that unless its board of directors determines otherwise, CGR shall declare an annual dividend of a minimum of 30% of the net profits of CGR after taxes and interest.

        This shareholders' agreement also records three previously interest free loans from Crown to CGR totaling R190 million ($18 million). Under the terms of the share purchase agreement, 57% (R108 million ($10.2 million)) of the principal amount of these loans were sold to IDC and 3% (R5.7 million ($0.5 million)) to KBH. However, upon KBH exercising its option to purchase IDC's interest in CGR, IDC's portion of this loan was ceded to KBH.

        However, the terms of all of these loans have been orally amended and each of these loans currently bears interest at the prime rate charged by The Standard Bank of South Africa Limited on overdraft which as of November 30, 2002, stood at 17%. It is the intention of the parties to amend the terms of the three shareholders' loans. It is expected that the shareholders' loans will continue to bear interest at the prime rate of The Standard Bank of South Africa on overdraft, which is currently 17%, and the interest will be repayable in equal monthly payments over the period of the loans. The conditions in Crown's shareholder loan to CGR, which waive the requirement that CGR maintain an interest cover ratio of 2.5 to 1 will be deleted.

        KBH holds 4,794,889 of our ordinary shares. Also, Dr. Paseka Ncholo is one of our non-executive directors and is also the chairman of KBH.

Acquisition of East Rand Proprietary Mines Ltd

        On October 10, 2002, Daun et Cie AG, Courthiel Holdings (Pty) Ltd, KBH, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Masechaba Palesa Moletsane Ncholo, Michelle Patience Baird, Derek Sean Webbstock, or collectively the Sellers, and CGR, entered into an agreement in terms of which CGR agreed to purchase from the Sellers the entire issued share capital and shareholders' claims of ERPM. The purchase price for the acquisition of the shares and the claims was R100 million ($9.5 million). CGR has loaned an amount of R60 million ($5.7 million) to the Sellers as an interest free loan, and CGR has received from the Sellers, as security for the loan, a pledge of the entire issued share capital of ERPM and a cession of the Sellers' claims to CGR. We loaned CGR an amount of R60 million ($5.7 million) to make this payment. This loan bears interest at a rate of 18.4% and must be repaid within four months of our security interest becoming effective. As of November 30, 2002 the outstanding balance of this loan was R60 million ($5.7 million). An existing mortgage bond registered by ERPM in favor of Courthiel Holdings (Pty) Ltd securing shareholder loans in the sum of R10 million ($0.9 million) was also ceded to CGR as security on October 11, 2002. The full amount is still owing under the bond.

        The competition authorities' approval for the acquisition of ERPM by CGR has been obtained and the R60 million ($5.7 million) loan is deemed to be part payment of the purchase price. As to the balance of the purchase price of R40 million ($3.8 million), KBH, a 40% shareholder in CGR, has agreed to use its best endeavors to obtain a loan of R40 million ($3.8 million) from the IDC which will be paid immediately to the Sellers as final part payment of the purchase price of the ERPM acquisition. If the IDC loan is not obtained, the final part payment of the purchase price will be paid by CGR to the sellers on October 10, 2003, without interest. In the interim, we will manage the operations of ERPM pursuant to the terms of a management agreement entered into between us and ERPM on October 10, 2002. CGR has agreed to procure the release of the Sellers from all statutory environmental obligations, including obligations to furnish guarantees and the like to the Department of Minerals and Energy affairs, and ERPM will assume the Sellers' responsibilities in this regard.

        On October 10, 2002, in order to enable CGR to effect payment of the purchase price of the acquisition of ERPM, we entered into a loan agreement with CGR pursuant to which we agreed to

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lend to CGR the sum of R60 million ($5.7 million). The loan bears interest at the rate of 18.4% and is secured by a notarial general covering bond over all movable assets of CGR. The loan is repayable four months after the registration of the bond. We have subsequently loaned CGR an additional R6 million ($.57 million) on the same terms. CGR in turn loaned this amount to ERPM as working capital.

        Additionally, on September 18, 2002, in connection with CGR's acquisition of ERPM, we provided a working capital facility of R10 million ($0.9 million) to ERPM. The loan bears interest at the prime rate and as of November 30, 2002, interest on the loan stood at 17%. The loan is secured by a pledge of certain movable assets of ERPM.

Rand Refinery Agreement

        We have entered into an agreement with Rand Refinery Ltd for the refining and sale of all of our gold produced in South Africa. Under the agreement, Rand Refinery Ltd performs the final refining of our gold and casts it into troy ounce bars. Then, Rand Refinery Ltd. sells the gold for the London afternoon fixed price on the day the gold is sold. In exchange for this service, we pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and administration fees. Mr. Ian Murray, one of our executive directors, is also a director of Rand Refinery Ltd. We currently own 10.6% of Rand Refinery Ltd (which is jointly owned by South African mining companies).

Management Service Agreements

        We provide management services for CGR and ERPM under management service agreements entered into with each of them. These services include: financial management, gold administration and hedging, technical and engineering services, mineral resource services and other management related services.

        For CGR we provide management services with KBH. The management services at ERPM are provided exclusively by us. Our management fee for services performed at CGR is R0.7 million ($0.07 million) per month and our management fee for services performed at ERPM is approximately R1.5 million ($0.1 million) per month. The agreement with CGR is for one year and is renewable annually. The agreement with ERPM is for a fixed two year period with an option to renew.

Consultancy Service Agreement

        We have entered into a consultancy service agreement with one of our non-executive directors, Mr. Nicolas Goodwin. Under this agreement, Mr. Goodwin provides us with project management services at the Argonaut Project. This agreement took effect on September 2, 2002. The agreement is for a fixed one year term from September 2, 2002, so long as the Argonaut Project is ongoing. Under this agreement, Mr. Goodwin is paid a fee of $400 per day.

ITEM 8.    FINANCIAL INFORMATION

        See Item 18

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ITEM 9.    THE OFFER AND LISTING

OFFER AND LISTING DETAILS

        The following tables set forth, for the periods indicated, the high and low sales prices and average daily trading volumes of our ordinary shares on the JSE and ADRs on the Nasdaq SmallCap Market.

					Average Daily Trading Volume
	Price Per Ordinary Share R		Price Per ADR $
Year Ended					Ordinary Share
	High	Low	High	Low		ADRs
June 30, 1998	19.00	7.00	4.00	1.44	62,229	241,635
June 30, 1999	22.50	10.10	3.72	1.56	59,875	286,549
June 30, 2000	14.40	6.70	2.38	0.94	219,120	671,956
June 30, 2001	10.70	4.40	1.40	0.59	141,868	593,520
June 30, 2002	55.00	6.50	5.59	0.79	246,934	2,085,179

						Average Daily Trading Volume
		Price Per]el]Ordinary Share R		Price Per ADR $
Year Ended						Ordinary Share
	Quarter	High	Low	High	Low		ADRs
June 30, 2001	Q1	8.40	6.30	1.19	0.94	84,560	389,700
	Q2	7.35	4.40	1.06	0.59	129,260	639,416
	Q3	8.60	4.80	1.13	0.66	151,865	606,303
	Q4	10.70	7.30	1.40	0.88	203,547	738,865
June 30, 2002	Q1	11.00	6.50	1.39	0.79	144,134	711,759
	Q2	17.10	9.40	1.45	1.07	150,426	638,327
	Q3	39.00	16.00	3.58	1.36	362,608	2,369,105
	Q4	55.00	37.35	5.59	3.37	335,649	4,531,973
June 30, 2003	Q1	48.00	23.80	4.56	2.31	259,772	3,224,087

					Average Daily Trading Volume
	Price Per Ordinary Share R		Price Per ADR $
Month Ended					Ordinary Share
	High	Low	High	Low		ADRs
June 30, 2002	55.00	38.10	5.59	4.13	392,821	5,736,945
July 31, 2002	45.00	23.80	4.56	2.31	300,052	4,001,372
August 31, 2002	39.10	28.50	3.73	2.96	238,598	2,466,160
September 30, 2002	48.00	40.50	4.56	3.79	235,685	3,202,792
October 31, 2002	45.00	30.60	4.20	2.87	241,842	2,898,626
November 30, 2002	35.60	25.80	3.65	2.98	308,611	2,617,680

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MARKETS

        Our ordinary shares trade on the JSE under the symbol "DUR" and our ADSs trade on the Nasdaq SmallCap Market in the form of ADRs under the symbol "DROOY". Our ordinary shares also trade on the LSE (symbol: DBNR), Paris Bourse (symbol: DUR), Brussels Bourse (symbol: DUR) and Australian Stock Exchange (symbol: DRD). The ordinary shares also trade on the "over the counter" markets in Berlin, Stuttgart and Frankfurt. The ADR's are issued by Bank of New York, as Depositary. Each ADR represents one ADS. Each ADS represents one of our ordinary shares. Prior to February 2000, our ADS's traded on the Nasdaq National Market.

ITEM 10.    ADDITIONAL INFORMATION

MEMORANDUM AND ARTICLES OF ASSOCIATION

Description of Our Memorandum and Articles of Association and Ordinary Shares

        On November 30, 2002, we had 300,000,000 ordinary shares, no par value, and 5,000,000 cumulative preference shares, R0.1 par value, authorized for issuance. On that date, we had issued 183,262,661 ordinary shares and 5,000,000 cumulative preference shares.

        Set out below are brief summaries of certain provisions of our Articles of Association, or our Articles, the South African Companies Act, 1973 (as amended), or the Act, and the requirements of the JSE Securities Exchange South Africa, or JSE, all as currently in effect. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Articles, the Act, and the JSE. Our Articles were amended on November 8, 2002 to reflect recent changes to applicable South African law. These changes are administrative in nature and will not have a material effect on the rights of our securityholders.

        We are registered in terms of the Act under registration number 1895/000926/06. As set forth in Section 4—Objects of our Memorandum of Association, our purpose is to explore and exploit mineral rights and establish and own mining enterprises.

Borrowing Powers

        Our directors may, at their discretion, raise or borrow or secure the payment of any sum or sums of money for our use as they see fit. For so long as we are a listed company, the directors shall so restrict our borrowings and exercise all voting and other rights or powers of control exercisable by us in relation to our subsidiary companies so that the aggregate principal amount outstanding in respect of us and any of our subsidiary companies, as the case may be, exclusive of inter-company borrowings, shall not, except with the consent of our shareholders at a general meeting, exceed R30 million or the aggregate from time to time of our issued and paid up capital, together with the aggregate of the amounts standing to the credit of all distributable and non-distributable reserves, any of our share premium accounts and our subsidiaries' share premium accounts certified by our auditors and which form part of our and our subsidiaries' financial statements, whichever is higher.

Share Ownership Requirements

        Our directors are not required to hold any shares to qualify or be appointed as a director.

Voting by Directors

        A director may authorize any other director to vote for him at any meeting at which neither he nor his alternate director appointed by him is present. Any director so authorized shall, in addition to his own vote, have a vote for each director by whom he is authorized.

        The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be not less than two.

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        Directors are required to notify our board of directors of interests in companies and contracts which is noted at each meeting of directors. If a director's interest is under discussion, depending on the nature of the interest, he shall not be allowed to vote and shall not be counted, for the purpose of any resolution regarding his interest, in the quorum present at the meeting.

        The Code of Corporate Practices and Conduct of the King II Report on Corporate Governance for South Africa, 2002 sets out guidelines to promote the highest standards of corporate governance among South African companies. The board of directors believe that our business should be conducted according to the highest legal and ethical standards. In accordance with their practice, all remuneration of directors is approved by the remuneration committee.

        Under South African common law, directors are required to comply with certain fiduciary duties to the company and to exercise proper care and skill in discharging their responsibilities.

Age Restrictions

        There is no age limit for directors.

Election of Directors

        Directors may be appointed at a general meeting from time to time. The directors may appoint any eligible person as a director but he shall only hold office until the next annual general meeting when the relevant director shall be eligible for election. One third of our directors, on a rotating basis, are subject to re-election at each annual general shareholder's meeting. Retiring directors usually make themselves available for re-election.

General Meetings

        On the request of 100 shareholders or shareholders holding not less than one-twentieth of our share capital which carries the right of voting at general meetings, we shall within 14 days of the lodging of a request by such shareholders issue a notice to shareholders convening a general meeting for a date not less than 21 days and not more than 35 days from the date of the notice. Directors may convene general meetings at any time.

        Our annual general meeting and a meeting of our shareholders for the purpose of passing a special resolution may be called by giving 21 days advance written notice of that meeting. For any other general meeting of our shareholders, 14 days advance written notice is required.

        Our Articles provide that if at a meeting convened upon request by our shareholders a quorum is not present within one half hour after the time selected for the meeting, such meeting shall be dissolved. The necessary quorum is three members present in person or represented by proxy.

Voting Rights

        The holders of our ordinary shares are generally entitled to vote at general meetings and on a show of hands have one vote per person and on a poll have one for every share held. The holders of our cumulative preference shares are not entitled to vote at a general meeting unless any preference dividend is in arrears for more than 6 months at the date on which the notice convening the general meeting is posted to the shareholders. However, they will obtain voting rights once the Argonaut Project becomes an operational gold mine. Additionally, holders of cumulative preference shares may vote on resolutions which adversely affect their interests and on resolutions regarding the disposal of all or substantially all of our assets or mineral rights. When entitled to vote, holders of our cumulative preference shares are entitled to one vote per person on a show of hands and that portion of the total votes which the aggregate amount of the nominal value of the shares held by the relevant shareholder bears to the aggregate amount of the nominal value of all shares issued by us.

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Dividends

        We may, in a general meeting or our directors may, from time to time, declare a dividend to be paid to the shareholders in proportion to the number of shares they each hold. No dividend shall be declared except out of our profits. Dividends may be declared either free or subject to the deduction of income tax or duty in respect of which we may be charged. Holders of ordinary shares are entitled to receive dividends as and when declared by the directors. Holders of cumulative preference shares are entitled to receive cumulative preferential dividends in priority to the holders of our ordinary shares equal to the prescribed portion of 3% of our future revenue generated by the exploitation or other application of the mineral rights represented by the Argonaut Project. All unclaimed dividends are forfeited back to us after a period of twelve years.

Ownership Limitations

        There are no limitations imposed by our Articles or South African law on the rights of shareholders to hold or vote on our ordinary shares or securities convertible into our ordinary shares.

Winding-up

        If we are wound-up, then the assets remaining after payment of all of our debts and liabilities, including the costs of liquidation, shall be applied to repay to the shareholders the amount paid up on our issued capital and thereafter the balance shall be distributed to the shareholders in proportion to their respective shareholdings. On a winding up, our cumulative preference shares rank, in regard to all arrears of preference dividends, prior to the holders of ordinary shares. To date, no such dividends have been declared. Except for the preference dividend and as described in this paragraph our cumulative preference shares are not entitled to any other participation in the distribution of our surplus assets on winding-up.

Reduction of Capital

        We may, by special resolution, reduce the share capital authorized by our Memorandum of Association, or reduce our issued share capital including, without limitation, any stated capital, capital redemption reserve fund and share premium account.

Amendment of the Articles of Association

        Our Articles may only be altered by the passing of a special resolution. A special resolution is passed when the shareholders holding at least 25% of the total votes of all the members entitled to vote are present or represented by proxy at a meeting and, if the resolution was passed on a show of hands, at least 75% of those shareholders voted in favor of the resolution and, if a poll was demanded, at least 75% of the total votes to which those shareholders are entitled were cast in favor of the resolution.

Consent of the Holders of Cumulative Preference Shares

        However, the rights and conditions attaching to the cumulative preference shares may not be cancelled, varied or added, nor may we issue shares ranking, regarding rights to dividends or on winding up, in priority to or equal with our cumulative preference shares, or dispose of all or part of our mineral rights without the consent in writing of the registered holders of our cumulative preference shares or the prior sanction of a resolution passed at a separate class meeting of the holders of our cumulative preference shares.

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Distributions

        Under an amendment to the Articles on October 21, 2002, we are authorized to make payments in cash or in specie to our shareholders in accordance with the provisions of the Act and other consents required by law from time to time. We may, for example, in a general meeting, upon recommendation of our directors, resolve that any surplus funds representing capital profits arising from the sale of any capital assets and not required for the payment of any fixed preferential dividend, be distributed among our ordinary shareholders. However, no such profit shall be distributed unless we have sufficient other assets to satisfy our liabilities and to cover our paid up share capital.

MATERIAL CONTRACTS

        Below is a brief summary of material contracts entered into by us, other than in the ordinary course of business, during the last two years.

Master Finance Lease between Volvo Truck Finance Australia (Pty) Ltd and Dome Resources N.L., dated November 1, 2000.

        This agreement is for the lease of two articulated dump trucks to transport ore at the Tolokuma Section. The lease bears interest at a rate of 12% per year. As of November 30, 2002, the outstanding balance on the lease was $0.1 million.

Agreement between Durban Roodepoort Limited, Western Areas, Limited, Consolidated African Mines Limited and JCI Gold Limited, dated April 25, 2001.

        This agreement serves as the third addendum to the original WAL loan agreement dated February 21, 2000. This original amount of the WAL loan was R111.3 million ($17.4 million) which was to be repaid on July 1, 2000. This agreement extended the repayment date of the WAL loan to June 30, 2001 and records the debt amount at R132 million ($16.4 million). Also, pursuant to this agreement, JCI Gold and CAM agreed to act as sureties for our obligations under the WAL loan.

Second Deed of Variation of Loan Agreement between Tolukuma Gold Mines Limited, Dome Resources NL and Mineral Resources Development Company Limited, dated June 28, 2001.

        This agreement varies the terms of original loan agreement between Tolukuma, Dome and Mineral Resources Development Company Limited, dated November 19, 1997. The loan is now repayable in four equal installments of $625,000 plus interest. The loan bears interest at a rate of 9% per annum. Under the terms of the original loan agreement, Dome acts as a guarantor of Tolukuma's obligations to Mineral Resources Development Company Limited and these obligations are secured by a second ranking fixed and floating lien on the assets of Tolukuma.

Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase Agreement between Newmont Second Capital Corporation, Tolukuma Gold Mines Pty. Limited, Dome Resources (PNG) Pty. Limited, Dome Resources NL and Durban Roodepoort Deep, Limited, dated July 16, 2001.

        This agreement changes the repayment schedule of the $2,750,000 payable to Newmont Second Capital Corporation pursuant to the 1993 Purchase Agreement between the parties. Repayment of this amount began on August 31, 2001 and is repayable in eight (8) installments.

Addendum to the Agreement between Durban Roodepoort, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated August 31, 2001.

        This addendum serves as the fourth addendum to the original WAL loan agreement dated February 21, 2000. This addendum extends the repayment date of the WAL loan to December 31, 2001 and increased the interest rate to the South African prime rate plus 1.5% beginning on August 1, 2001.

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Addendum to the Agreement between Durban Roodepoort, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated September 26, 2001.

        This addendum extends the repayment date to the date on which WAL repays its loan to Investec Bank Limited (see below).

Guarantee and Cession in Securitatem Debiti Agreement between Durban Roodepoort Deep, Limited and Investec Bank Limited, dated October 9, 2001.

        This agreement extended the repayment date of the WAL loan to March 31, 2002.

Agreement between Durban Roodepoort Deep, Limited and Rand Refinery Ltd, dated October 12, 2001.

        Under this agreement, all gold produced by our South African operations is sold by the Rand Refinery Ltd, after refining. Rand Refinery Ltd then sells the gold for the London afternoon fixed price on the day the gold is sold. We pay Rand Refinery Ltd a variable refining fee plus fixed marketing, loan and administration fees.

Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines Limited, dated November 8, 2001.

        This agreement provides for an A$4.3 million credit facility to Tolukuma for use in financing or re-financing Tolukuma's purchase of certain defined items of mining equipment. As of December 10, 2001, Tolukuma has not drawn down on this facility.

Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings (Pty) Ltd and Durban Roodepoort Deep, Limited, dated June 12, 2002.

        Under this share purchase agreement, we sold 57% of our interest in CGR to IDC and 3% of our interest in CGR to KBH. KBH obtained an option to purchase IDC's shares of CGR. IDC and KBH also each purchased their respective share of three shareholder loans, aggregating R190.1 million ($18 million) owed by CGR to us. The total amount of consideration for this sale was R,105,531,000.

Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 12, 2002.

        Under this agreement, the parties agreed that the IDC would not remain a shareholder in CGR, but would transfer its shares and claims held in CGR to KBH. Accordingly, IDC granted an option to KBH to purchase its shares and claims held by it in CGR subject to certain terms and conditions. KBH exercised this option in July 2002 and currently owns 60% of the entire issued share capital of and shareholders loans held in CGR. Crown now holds 40% of the issued share capital of CGR, which has three wholly-owned subsidiaries, Crown Mines Limited, City Deep Limited and Consolidated Main Reef Mines and Estate Limited.

Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 14, 2002.

        This addendum amends certain provisions of the Shareholders' Agreement between the parties, dated June 12, 2002, regarding the purchase from IDC of its interest in CGR by KBH.

Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and Durban Roodepoort Deep, Limited, dated June 12, 2002.

        Under this agreement, KBH subscribed for 4,794,889 ordinary shares of ours for a subscription price of R68 million ($6.4 million). This represents 2.6% of the total number of our ordinary shares outstanding as of November 30, 2002.

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Loan Agreement between Durban Roodepoort Deep, Limited and Khumo Bathong Holdings (Pty) Ltd, dated June 12, 2002.

        Under this agreement, we loaned KBH R5.3 million ($0.5 million) to fund its initial purchase of 3% of our interest in CGR. The loan bears interest at the prime rate of The Standard Bank of South Africa on overdraft plus 3%. At November 30, 2002 the interest rate on the loan stood at 20% and the outstanding balance was R5.7 million ($0.6 million). This loan has a term of five years from July 1, 2002 and is repayable on demand.

Memorandum of Loan Agreement No. 1 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

        This agreement documents a previously unrecorded loan which we made to CGR. The loan is for R0.9 million. It is the intention of the parties to amend the terms of this loan. It is expected that the loan will bear interest at the prime rate of The Standard Bank of South Africa on overdraft, which is currently 17%, and the interest will be repayable in equal monthly payments over the period of the loan.

Memorandum of Loan Agreement No. 2 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

        This agreement documents a previously unrecorded loan which we made to CGR. The loan is for R37.7 million. It is the intention of the parties to amend the terms of this loan. It is expected that the loan will bear interest at the prime rate of The Standard Bank of South Africa on overdraft, which is currently 17%, and the interest will be repayable in equal monthly payments over the period of the loan.

Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.

        This agreement records three previously interest free loans from Crown to CGR totaling R190 million ($18 million). The terms of these loans were amended by the shareholders' agreement we entered into with Crown, CGR, KBH and IDC. Under the terms of the share purchase agreement which we entered into with Crown, KBH and IDC, 57% of the principal amount of these loans was sold to IDC and 3% was sold to KBH. However, upon KBH exercising its option to purchase IDC's interest in CGR, IDC's portion of this loan was ceded to KBH. It is the intention of the parties to amend the terms of this loan. It is expected that the loan will bear interest at the prime rate of The Standard Bank of South Africa on overdraft, which is currently 17%, and the interest will be repayable in equal monthly payments over the period of the loan.

Loan Agreement between Industrial Development Corporation of South Africa Ltd. and Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002.

        Under this agreement IDC loans R65 million ($6.3 million) to Blyvoor specifically for financing capital expenditures incurred by Blyvoor in completing the Blyvoor Expansion Project. The loan bears interest at 1% below the prime rate of First National Bank Limited of Southern Africa. As of June 30, 2002, the interest rate stood at 15% per year. The loan is repayable in 48 monthly installments.

Agreement of Loan and Pledge between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated September 18, 2002.

        Under this agreement we provided ERPM with a working capital facility of R10 million ($0.9 million). The loan bears interest at the prime rate and as of November 30, 2002, interest on the loan stood at 17%. The loan is secured by a pledge of certain movable assets of ERPM.

Management Services Agreement between Durban Roodepoort Deep, Limited, Khumo Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002.

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        Under this agreement we agree to provide certain management services to CGR for a management service fee of R.7 million ($0.1 million) per month.

Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002.

        Under this agreement we agreed to sell the West Wits gold plant and certain related assets for R25 million ($2.4 million) to process certain sand dumps, surface materials, freehold areas and surface right permits located at the West Wits Section. The purchase price is to be paid in installments from September 30, 2002. A total of R16.8 million ($1.8 million) has been paid as of November 30, 2002.

Letter Agreement between Durban Roodepoort Deep, Limited and The Standard Bank of South Africa, represented by its Standard Corporate and Merchant Bank Division, dated October 7, 2002.

        In this letter agreement, SCMB agrees to provide us with various direct and indirect banking facilities. These facilities include a general short term banking facility, business line of credit, liquidating credit line, performance guarantees and derivative products. The aggregate amount available under these facilities is R176.3 million ($17.0 million). The rate of interest varies between the various facilities. As of November 30, 2002, the aggregate outstanding balance under the general short term banking facility was R60 million ($6.5 million) based on an exchange rate of R9.29 to $1.

Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002.

        Under this agreement, CGR purchased from the sellers the entire issued share capital and shareholders' claims of ERPM for a purchase price of R100 million ($9.5 million). As a result of this acquisition the peldge by KBH of its ERPM stock to us has lapsed.

Memorandum of Loan Agreement between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated October 10, 2002.

        Under this agreement we loaned CGR R60 million in connection with the acquisition of ERPM by CGR. This loan bears interest at a rate of 18.4% and must be repaid within four months of our security interest becoming effective.

Letter Agreement Relating to Consultancy Arrangement between Durban Roodepoort Deep, Limited and Nicolas Goodwin.

        We have entered into a consultancy service agreement with Mr. Nicolas Goodwin, one of our non-executive directors. Under this agreement, Mr. Goodwin provides us with project management services at the Argonaut Project. This agreement took effect on September 2, 2002. The agreement is for a fixed one year term from September 2, 2002, so long as the Argonaut Project is ongoing. Under this agreement, Mr. Goodwin is paid a fee of $400 per day.

Management Services Agreement between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated October 10, 2002.

        Under this agreement we agree to provide certain management services to ERPM for a management service fee of approximately R1.5 million ($0.1) per month.

Purchase Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.

        Under this agreement, CIBC World Markets Corp. agreed to purchase up to a principal amount of $66,000,000 of our 6% Senior Convertible Notes due 2006, or the Notes, in a private placement for a purchase price of up to $66,000,000.

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Registration Rights Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.

        Under this agreement we have agreed to file with the Securities and Exchange Commission within 90 days after the date of the initial issuance of the Notes, and to use our reasonable best efforts to cause to become effective within 180 days after the date of the initial issuance of the Notes, a shelf registration statement with respect to the resale of the Notes and the resale of the ordinary shares underlying the ADSs issuable upon conversion of the Notes.

Indenture between Durban Roodepoort Deep, Limited, as Issuer, and The Bank of New York, as Trustee, dated November 12, 2002.

        This Indenture contains the terms under which we issued a principal amount of $66,000,000 of 6% Senior Convertible Notes due 2006 in a private placement in November 2002.

Letter Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures Limited, dated December 13, 2002.

        This agreement contains the terms under which we purchased 14% of Emperor Mines Limited for A$11.5 million ($7.8 million).

EXCHANGE CONTROLS

        The following is a summary of the material South African exchange control measures, which has been derived from publicly available documents. The following summary is not a comprehensive description of all the exchange control regulations and does not cover exchange control consequences that depend upon your particular circumstances. We recommend that you consult your own advisor about the exchange control consequences in your particular situation. The discussion in this section is based on the current law and positions of the South African Government. Changes in the law may alter the exchange control provisions that apply to you, possibly on a retroactive basis. We have received approval from the South African Reserve Bank, or SARB.

Introduction

        Dealings in foreign currency, the export of capital and/or revenue, payments by residents to nonresidents and various other exchange control matters in South Africa are regulated by the South African exchange control regulations, or the Regulations. The South African exchange control regulations form part of the general monetary policy of South Africa. The Regulations are issued in terms of section 9 of the Currency and Exchanges Act, 1933 (as amended). In terms of the Regulations, the control over South African capital and/or revenue reserves, as well as the accruals and spending thereof, is vested in the Treasury (Ministry of Finance), or the Treasury.

        The Treasury has delegated the administration of exchange controls to the Exchange Control Department of SARB, which is responsible for the day to day administration and functioning of exchange controls. SARB has a wide discretion. Certain banks authorised by the Treasury to co-administer certain of the exchange controls, are authorised by the Treasury to deal in foreign exchange. Such dealings in foreign exchange by authorized dealers are undertaken in accordance with the provisions and requirements of the exchange control rulings, or Rulings, and contain certain administrative measures, as well as conditions and limits applicable to transactions in foreign exchange, which may be undertaken by authorized dealers. Non-residents have been granted general approval, in terms of the Rulings, to deal in South African assets, to invest and disinvest in South Africa.

        The Republic of South Africa's exchange control regulations provide for restrictions on exporting capital from a Common Monetary Area consisting of the Republic of South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Swaziland. Transactions between residents of the Common Monetary Area, on the other hand, are not subject to these exchange control regulations.

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        There are many inherent disadvantages to exchange controls including distortion of the price mechanism, problems encountered in the application of monetary policy, detrimental effects on inward foreign investment and administrative costs associated therewith. The South African Finance Minister has indicated that all remaining exchange controls are likely to be dismantled as soon as circumstances permit. Since 1996, there has been a gradual relaxation of exchange controls. The gradual approach to the abolition of exchange controls adopted by the Government of South Africa is designed to allow the economy to adjust more smoothly to the removal of controls that have been in place for a considerable period of time. The stated objective of the authorities is equality of treatment between residents and non-residents with respect to inflows and outflows of capital. The focus of regulation, subsequent to the abolition of exchange controls, is expected to favor the positive aspects of prudential financial supervision.

        The present exchange control system in South Africa is used principally to control capital movements. South African companies are not permitted to maintain foreign bank accounts without SARB approval and, without the approval of SARB, are generally not permitted to export capital from South Africa or hold foreign currency. In addition, South African companies are required to obtain the approval of SARB prior to raising foreign funding on the strength of their South African balance sheets, which would permit recourse to South Africa in the event of defaults. Where 75% or more of a South African company's capital, voting power, power of control or earnings is directly or indirectly controlled by non-residents, such a corporation is designated an "affected person" by SARB, and certain restrictions are placed on its ability to obtain local financial assistance. We are not, and have never been, designated an "affected person" by SARB.

        Foreign investment and outward loans by South African companies are also restricted. In addition, without the approval of SARB, South African companies are generally required to repatriate to South Africa profits of foreign operations and are limited in their ability to utilize profits of one foreign business to finance operations of a different foreign business. South African companies establishing subsidiaries, branches, offices or joint ventures abroad are generally required to submit financial statements on these operations to SARB on an annual basis. As a result, a South African company's ability to raise and deploy capital outside the Common Monetary Area is restricted.

        Although exchange controls have been gradually relaxed since 1996, unlimited outward transfers of capital are not permitted at this stage. Some of the more salient changes to the South African exchange control provisions over the past few years have been as follows:

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corporations wishing to invest in countries outside the Common Monetary Area, in addition to what is set out below, apply for permission to enter into corporate asset/share swap and share placement transactions to acquire foreign investments. The latter mechanism entails the placement of the locally quoted corporation's shares with long-term overseas holders who, in payment for the shares, provide the foreign currency abroad which the corporation then uses to acquire the target investment.



•

corporations wishing to establish new overseas ventures are permitted to transfer offshore up to R500 million to finance approved investments abroad and up to R750 million to finance approved new investments in African countries. However, the approval of SARB is required in advance. On application to SARB, corporations are also allowed to use part of their local cash holdings to finance up to 10% of approved new foreign investments where the cost of these investments exceeds the current limits. In addition, South African corporations may utilize part of their cash holdings in South Africa to repay up to 10% of outstanding foreign debt raised to finance foreign investments, provided the facility is for a minimum period of two years.



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remittance of directors' fees payable to persons permanently resident outside the Common Monetary Area may be approved by authorized dealers, in terms of the Rulings.

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        Authorized dealers in foreign exchange may, against the production of suitable documentary evidence, provide forward cover to South African residents in respect of fixed and ascertained foreign exchange commitments covering the movement of goods. Persons who emigrate from South Africa are entitled to take limited amounts of money out of South Africa as a settling-in allowance. The balance of the emigrant's funds will be blocked and held under the control of an authorized dealer. These blocked funds may only be invested in:

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blocked current, savings, interest bearing deposit accounts in the books of an authorized dealer in the banking sector;



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securities quoted on the JSE and financial instruments listed on the Bond Exchange of South Africa which are deposited with an authorized dealer and not released except temporarily for switching purposes, without the approval of SARB. Authorized dealers must at all times be able to demonstrate that listed or quoted securities or financial instruments which are dematerialised or immobilized in a central securities depository are being held subject to the control of the authorized dealer concerned;



•

mutual funds.

        Aside from the investments referred to above, blocked Rands may only be utilized for very limited purposes. Dividends declared out of capital gains or out of income earned prior to emigration remain subject to the blocking procedure. It is not possible to predict when existing exchange controls will be abolished or whether they will be continued or modified by the South African Government in the future.

Sale of Shares

        Under present Regulations, our ordinary shares and ADSs are freely transferable outside the Common Monetary Area between non-residents of the Common Monetary Area. In addition, the proceeds from the sale of ordinary shares on the JSE on behalf of shareholders who are not residents of the Common Monetary Area are freely remittable to such shareholders. Share certificates held by non-residents will be endorsed with the words "non-resident."

Dividends

        Dividends declared in respect of shares held by a non-resident in a company whose shares are listed on the JSE are freely remittable.

        Any cash dividends paid by us are expected to be paid in Rands. Holders of ADSs on the relevant record date will be entitled to receive any dividends payable in respect of the shares underlying the ADSs, subject to the terms of the deposit agreement. Subject to exceptions provided in the deposit agreement, cash dividends paid in Rand will be converted by the depositary to Dollars and paid by the depositary to holders of ADSs, net of conversion expenses of the depositary, in accordance with the deposit agreement. The depositary will charge holders of ADSs, to the extent applicable, taxes and other governmental charges and specifies fees and other expenses.

        Shareholders who are not residents of the Common Monetary Area who are in receipt of scrip dividends and who elect to dispose of the relevant shares may remit the proceeds arising from the sale of the relevant shares.

Voting rights

        There are no limitations imposed by South African law or by our Articles on the right of non-South African shareholders to hold or vote our ordinary shares.

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TAXATION

Certain Income Tax Consequences

This summary is of a general nature and is included herein solely for informational purposes. It is not intended to be, nor should it be construed to be, legal or tax advice. No representation with respect to the consequences to any particular purchaser of our securities is made hereby. Prospective purchasers should consult their own tax advisers with respect to their particular circumstances and the effect of national, state or local tax laws to which they may be subject.

South Africa

        South Africa imposes tax on worldwide income of South African residents. Generally South African non-residents do not pay tax in South Africa except in the following circumstances:

Income Tax

        Non-residents will pay income tax on any amounts received by or accrued to them from a source within (or deemed to be within) South Africa. Interest earned by a non-resident on a debt instrument issued by a South African company will be from a South African source and will be exempt from interest in terms of section 10(1)(hA) of the Income Tax Act, 1962 (as amended), or the Act. This exemption does not apply if:

•

the non-resident has been a resident of South Africa at any time and carried on a business in South Africa;



•

the non-resident was a resident of the common monetary area, in other words, Lesotho, Namibia, Botswana and Swaziland, and in such an event the non-resident shall be deemed to be a resident of South Africa;



•

the interest is effectively connected with a business carried on by the non-resident in South Africa;



•

the recipient of the interest is a natural person, unless he was absent from South Africa for at least 183 days in aggregate during the year of assessment in which the interest was received or accrued.

        No withholding tax is deductible in respect of interest payments made to non resident investors.

        No income tax is payable on dividends paid to residents or non-residents, in terms of Section 10(1)(k) of the Act except in respect of foreign dividends received by or accrued to residents of South Africa. Accordingly, there is no withholding tax on dividends received by or accrued to non-resident shareholders of companies listed in South Africa and non-residents will receive the same dividend as South African resident shareholders. Prior to payment of the dividend, the company pays secondary tax on companies at a rate of 12.5% of the total dividend, but the full amount of the dividend is paid to shareholders.

Capital Gains Tax

        Non residents are generally not subject to capital gains tax, or CGT, in South Africa. They will only be subject to CGT on gains arising from the disposal of capital assets if the assets disposed of consist of:

•

immovable property owned by the non residents in South Africa, or any interest or right in or to immovable property. A non resident will have an interest in immovable property if it has a direct or indirect shareholding of at least 20% in a company, where 80% or more of the net

91

assets of that company (determined on a market value basis) are attributable directly or indirectly to immovable property; or

•

any asset of a permanent establishment of a non resident in South Africa through which a trade is carried on.

        If the non residents are not subject to CGT because the assets disposed of do not fall within the categories described above, it follows that they will also not be able to claim the capital losses arising from the disposal of the assets.

United States

Certain United States Federal Income Tax Considerations

        The following summary describes certain U.S. federal income tax consequences to U.S. holders (as defined below) of the purchase, ownership and disposition of ordinary shares or ADSs. It deals only with U.S. holders who hold ordinary shares or ADSs as capital assets for U.S. federal income tax purposes. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), published rulings, judicial decisions and the Treasury regulations, all as currently in effect and all of which are subject to change, possibly on a retroactive basis. This summary has no binding effect or official status of any kind; we cannot assure holders that the conclusions reached below would be sustained by a court if challenged by the Internal Revenue Service.

        This summary does not address all aspects of U.S. federal income taxation that may be applicable to holders in light of their particular circumstances and does not address special classes of U.S. holders subject to special treatment (such as dealers in securities or currencies, partnerships or other pass-through entities, financial institutions, life insurance companies, banks, tax-exempt organizations, certain expatriates or former long-term residents of the United States, persons holding ordinary shares or ADSs as part of a "hedge," "conversion transaction," "synthetic security," "straddle," "constructive sale" or other integrated investment, persons whose functional currency in not the U.S. dollar, or persons that actually or constructively own ten percent or more of our voting stock). This summary addresses only U.S. federal income tax consequences and does not address the effect of any state, local, or foreign tax laws that may apply, or the alternative minimum tax.

        A "U.S. holder" is a holder of ordinary shares or ADSs that is, for U.S. federal income tax purposes,

•

a citizen or resident of the U.S.;



•

a corporation that is organized under the laws of the U.S. or any political subdivision thereof;



•

an estate, the income of which is subject to U.S. federal income tax without regard to its source; or



•

a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or if the trust has made a valid election to be treated as a U.S. person.

        If a partnership holds any ordinary shares or ADSs, the tax treatment of a partner will generally depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding any notes, ordinary shares or ADSs should consult their tax advisors.

Because individual circumstances may differ, U.S. holders of ordinary shares or ADSs should consult their own tax advisors concerning the U.S. federal income tax consequences applicable to their particular situations as well as any consequences to them arising under the tax laws of any foreign, state or local taxing jurisdiction.

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Ownership of Ordinary Shares or ADSs

        For purposes of the Code, U.S. holders of ADSs will be treated for U.S. federal income tax purposes as the owner of the ordinary shares represented by those ADSs. Exchanges of ordinary shares for ADSs and ADSs for ordinary shares generally will not be subject to U.S. federal income tax.

        For U.S. federal income tax purposes, distributions with respect to the ordinary shares or ADSs, other than distributions in liquidation and distributions in redemption of stock that are treated as exchanges, will be taxed to U.S. holders as ordinary dividend income to the extent that the distributions do not exceed our current and accumulated earnings and profits. For U.S. federal income tax purposes, the amount of any distribution received by a U.S. holder will equal the Dollar value of the sum of the South African Rand payments made (including the amount of South African income taxes, if any, withheld with respect to such payments), determined at the "spot rate" on the date the dividend distribution is includible in such U.S. holder's income, regardless of whether the payment is in fact converted into Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date a U.S. holder includes the dividend payment in income to the date such holder converts the payment into Dollars will be treated as ordinary income or loss. Distributions, if any, in excess of our current and accumulated earnings and profits will constitute a non-taxable return of capital and will be applied against and reduce the holder's basis in the ordinary shares or ADSs. To the extent that these distributions exceed the U.S. holder's tax basis in the ordinary shares or ADSs, as applicable, the excess generally will be treated as capital gain, subject to the discussion below under the heading "Passive Foreign Investment Company." We do not intend to calculate our earnings or profits for U.S. federal income tax purposes.

        For purposes of this discussion, the "spot rate" generally means a rate that reflects a fair market rate of exchange available to the public for currency under a "spot contract" in a free market and involving representative amounts. A "spot contract" is a contract to buy or sell a currency on or before two business days following the date of the execution of the contract. If such a spot rate cannot be demonstrated, the Internal Revenue Service has the authority to determine the spot rate.

        Dividend income derived with respect to the ordinary shares or ADSs will constitute "portfolio income" for purposes of the limitation on the use of passive activity losses and, therefore, generally may not be offset by passive activity losses, and as "investment income" for purposes of the limitation on the deduction of investment interest expense. Such dividends will not be eligible for the dividends received deduction generally allowed to a U.S. corporation under Section 243 of the Code. Dividend income will be treated as foreign source income for foreign tax credit and other purposes. In computing the separate foreign tax credit limitations, dividend income should generally constitute "passive income," or in the case of certain U.S. holders, "financial services income."

        As discussed under "Taxation—South Africa" above, South Africa currently does not impose any withholding tax on distributions with respect to the ordinary shares or ADSs. Should South Africa decide in the future to impose a withholding tax on such distributions, the tax treaty between the United States and South Africa would limit the rate of this tax to 5 percent of the gross amount of the distributions if a U.S. holder holds directly at least 10 percent of our voting stock and to 15 percent of the gross amount of the distributions in all other cases. In addition, if South Africa decided in the future to impose a withholding tax on distributions with respect to the ordinary shares or ADSs, a determination would need to be made at such time as to whether any South African income taxes withheld would be treated as foreign income taxes eligible for credit against such U.S. holder's U.S. federal income tax liability, subject to limitations and conditions generally applicable under the Code. Any such taxes may be eligible at the election of such U.S. holder, for deduction in computing such U.S. holder's taxable income. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions is complex and involves the application of rules that depend on a U.S. holder's particular circumstances. U.S. holders are urged to consult their own tax advisors regarding the availability to them of foreign tax credits or deductions in respect of South African income taxes, if any, withheld.

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Disposition of Ordinary Shares or ADSs

        Upon a sale, exchange, or other taxable disposition of ordinary shares or ADSs, a U.S. holder will recognize gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized on the sale or exchange and such holder's adjusted tax basis in the ordinary shares or ADSs. Subject to the application of the "passive foreign investment company" rules discussed below, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder has held the ordinary shares or ADSs for more than one year. Gain or loss recognized by a U.S. holder on the taxable disposition of ordinary shares or ADSs generally will be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes.

        In the case of a cash basis U.S. holder who receives Rand in connection with the taxable disposition of ordinary shares or ADSs, the amount realized will be based on the spot rate as determined on the settlement date of such exchange. A U.S. holder who receives payment in Rand and converts Rand into U.S. dollars at a conversion rate other than the rate in effect on the settlement date may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss.

        An accrual basis U.S. holder may elect the same treatment required of cash basis taxpayers with respect to a taxable disposition of ordinary shares or ADSs, provided that the election is applied consistently from year to year. Such election may not be changed without the consent of the Internal Revenue Service. In the event that an accrual basis holder does not elect to be treated as a cash basis taxpayer, such U.S. holder may have a foreign currency gain or loss for U.S. federal income tax purposes because of the differences between the U.S. dollar value of the currency received prevailing on the trade date and the settlement date. Any such currency gain or loss will be treated as ordinary income or loss and would be in addition to gain or loss, if any, recognized by such U.S. holder on the disposition of such ordinary shares or ADSs.

Passive Foreign Investment Company

        A special and adverse set of U.S. federal income tax rules apply to a U.S. holder that holds stock in a passive foreign investment company ("PFIC"). We would be a PFIC for U.S. federal income tax purposes if for any taxable year either (i) 75% or more of our gross income, including our pro rata share of the gross income of any company in which we are considered to own 25% or more of the shares by value, were passive income or (ii) 50% or more of our average total assets (by value), including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value, were assets that produced or were held for the production of passive income. If we were a PFIC, U.S. holders of the ordinary shares or ADSs would be subject to special rules with respect to (i) any gain recognized upon the disposition of the ordinary shares or ADSs and (ii) any receipt of an excess distribution (generally, any distributions to a U.S. holder during a single taxable year that is greater than 125% of the average amount of distributions received by such U.S. holder during the three preceding taxable years in respect of the ordinary shares or ADSs or, if shorter, such U.S. holder's holding period for the ordinary shares or ADSs). Under these rules:

•

the gain or excess distribution will be allocated ratably over a U.S. holder's holding period for the ordinary shares or ADSs, as applicable;



•

the amount allocated to the taxable year in which a U.S. holder realizes the gain or excess distribution will be taxed as ordinary income;



•

the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate in effect for that year; and



•

the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.

94

        Although we generally will be treated as a PFIC as to any U.S. holder if we are a PFIC for any year during a U.S. holder's holding period, if we cease to satisfy the requirements for PFIC classification, the U.S. holder may avoid PFIC classification for subsequent years if such holder elects to recognize gain based on the unrealized appreciation in the ordinary shares or ADSs through the close of the tax year in which we cease to be a PFIC. Additionally, if we are a PFIC, a U.S. holder who acquires ordinary shares or ADSs from a decedent would be denied the normally available step-up in tax basis for such notes, ordinary shares or ADSs to fair market value at the date of death and instead would have a tax basis equal to the lower of the fair market value or the decedent's tax basis.

        A U.S. holder who beneficially owns stock in a PFIC must file Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with the Internal Revenue Service for each tax year such holder holds stock in a PFIC. This form describes any distributions received with respect to such stock and any gain realized upon the disposition of such stock.

        A U.S. holder of the ordinary shares or ADSs that are treated as "marketable stock" under the PFIC rules may be able to avoid the imposition of the special tax and interest charge described above by making a mark-to-market election. Pursuant to this election, the U.S. holder would include in ordinary income or loss for each taxable year an amount equal to the difference as of the close of the taxable year between the fair market value of the ordinary shares or ADSs and the U.S. holder's adjusted tax basis in such ordinary shares or ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. holder under the election for prior taxable years. If a mark-to-market election with respect to ordinary shares or ADSs is in effect on the date of a U.S. holder's death, the tax basis of the ordinary shares or ADSs in the hands of a U.S. holder who acquired them from a decedent will be the lesser of the decedent's tax basis or the fair market value of the ordinary shares or ADSs. U.S. holders desiring to make the mark-to-market election should consult their tax advisors with respect to the application and effect of making the election for the ordinary shares or ADSs.

        In the case of a U.S. holder who holds ordinary shares or ADSs and who does not make a mark-to-market election, the special tax and interest charge described above will not apply if such holder makes an election to treat us as a "qualified electing fund" in the first taxable year in which such holder owns the ordinary shares or ADSs and if we comply with certain reporting requirements. However, we do not intend to supply U.S. holders with the information needed to report income and gain pursuant to a "qualified electing fund" election in the event that we are classified as a PFIC.

        We believe that we were not a PFIC for our 2002 fiscal year ended June 30, 2002. However, as the tests for determining whether we would be a PFIC for any taxable year are applied annually and it is difficult to make accurate predictions of future income and assets, which are relevant to this determination. In addition, depending on how quickly we employ the net proceeds realized from the recent sales of ordinary shares and senior convertible notes, the amount of such net proceeds and the earnings thereon may affect our PFIC status. Moreover, certain factors in the PFIC determination, such as reductions in the market value of our capital stock, are not within our control and can cause us to become a PFIC. Accordingly, there can be no assurance that we will not become a PFIC.

Rules relating to a PFIC are very complex. U.S. holders are urged to consult their own tax advisors regarding the application of PFIC rules to their investments in our ordinary shares or ADSs.

Information Reporting and Backup Withholding

        Payments made in the United States or through certain U.S.-related financial intermediaries of dividends or the proceeds of the sale or other disposition of our ordinary shares or ADSs may be subject to information reporting and U.S. federal backup withholding if the recipient of such payment is not an "exempt recipient" and fails to supply certain identifying information, such as an accurate

95

taxpayer identification number, in the required manner. Generally, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients. The backup withholding tax rate of 30% will be reduced to 29% for payments made during the years 2004 and 2005 and 28% for payments made during the years 2006 through 2010. For payments made after 2010, the backup withholding rate will be increased to 31%. Payments made with respect to our ordinary shares or ADSs to a U.S. holder must be reported to the Internal Revenue Service, unless the U.S. holder is an exempt recipient or establishes an exemption. Any amount withheld from a payment to a U.S. holder under the backup withholding rules is refundable or allowable as a credit against the holder's U.S. federal income tax, provided that the required information is furnished to the Internal Revenue Service.

U.S. Gift and Estate Tax

        An individual U.S. holder of ordinary shares or ADSs will be subject to U.S. gift and estate taxes with respect to ordinary shares or ADSs in the same manner and to the same extent as with respect to other types of personal property.

DIVIDENDS AND PAYING AGENTS

        Not applicable

STATEMENT BY EXPERTS

        Not applicable

DOCUMENTS ON DISPLAY

        You may request a copy of our U.S. Securities and Exchange Commission filings, at no cost, by writing or calling us at Durban Roodepoort Deep, Limited, P.O. Box 390, Maraisburg, Johannesburg, South Africa 1700. Attn: Benita Morton, Legal Advisor. Tel No. 27-11-381-7819. A copy of each report submitted in accordance with applicable United States law is available for public review at our principal executive offices.

        A copy of each document (or a translation thereof to the extent not in English) concerning us that is referred to in this Annual Report on Form 20-F, is available for public view at our principal executive offices at Durban Roodepoort Deep, Limited, 45 Empire Road, Parktown, Johannesburg, South Africa 2193.

SUBSIDIARIES

        Not applicable

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ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk

General

        In the normal course of business, we are exposed to commodity price, exchange rates, interest rate, liquidity and credit risks. In order to manage these risks, we may enter into transactions which make use of financial hedge instruments. These may include forward sales or purchases, swaps or options. The decision to use these types of transactions will be based on our hedge policy. Although most of these instruments are used as economic hedges, not all qualify for hedge accounting and, consequently, are marked-to-market in accordance with our accounting policies.

Commodity Price Sensitivity

        The market price of gold has a significant effect on our results of operations, our ability and the ability of our subsidiaries to pay dividends and undertake capital expenditures, and the market price of our ordinary shares and ADSs. Historically, gold prices have fluctuated widely and are affected by numerous industry factors over which we have no control. The aggregate effect of these factors on the gold price is impossible for us to predict. The price of gold may not remain at a level allowing us to economically exploit our resources.

        We do not enter into derivatives contracts for trading purposes. Where appropriate, for example for capital projects or to secure debt repayment, we may purchase put options while retaining the full upside participation for shareholders. We do not intend to enter into any further forward sales contracts, as we want our security holders to have exposure to the gold price and not protection from it.

        In fiscal 2000 we entered into a "gold for electricity" contract with Eskom, South Africa's electricity supplier. We entered into this arrangement due to the low gold price at the time when we were at risk and Eskom was concerned that it might lose us as a customer. We pay Eskom 15,000 ounces of gold per month and receive 75 gigawatts hours, or Gwh, of electricity per month. The contract expires in September 2005 and is based on a margin free agreement.

Hedging Instruments

        As of June 30, 2002, we had the following commitment for future deliveries of gold to Eskom:

	Year ended June 30,
	2003	2004	2005	2006
Forward sale
Ounces	180,000	180,000	180,000	45,000
Average price (R/ounce)	2,128	2,176	2,240	2,256
Electricity receivable from Eskom	900 Gwh	900 Gwh	900 Gwh	225 Gwh

        As of November 30, 2002 we had purchased 189,500 ounces of gold call options at strike prices ranging from R3,243 per ounce to R3,400 per ounce, for a total cost of $3.4 million, to limit potential increases in costs associated with the Eskom contract.

        Depending on market conditions, we may buy additional call options to limit potential increases in costs associated with the Eskom contract.

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        In addition to the Eskom contract, we had the following option contracts:

	Year ended June 30,
	2003	2004	2005	2006
Puts bought
Ounces	63,000	14,000	—	—
Average strike price (R/ounce)	1,981	1,990	—	—

        The fair value of the hedging financial instruments at June 30, 2002 was negative $80.1 million and at June 30, 2001 was negative $67.8 million.

        Based on our fiscal 2003 financial forecast, a 10% increase/decrease in the dollar price per ounce of gold received would have an approximate $14.1 million increase/decrease on revenue and an $12.7 million increase/decrease on pre-tax earnings.

Other Hedging Instruments

	Year ended June 30,
	2002	2003	2004
Gold lease rate swaps
Volume	—	—	109,875
Rate	—	—	0.20	%

        We have exposure under our lease rate swap arrangements with J. Aron & Co. to increases in the three month floating lease rate up to June 2004. The volume on which the swap is based begins at 109,875 ounces and reduces every quarter from December 2003 by 37,500 until it reaches zero by June 2004. Currently, this results in an amount due of $420,000. Every quarter we receive a fixed cash flow based on 0.2% of the volume and $280/oz, and pay the three month floating lease rate converted at the then market spot rate.

        The fair value of the other hedging financial instruments at June 30, 2002 was negative $0.4 million and at June 30, 2001 was negative $19.4 million.

        During 2002, we undertook a major restructuring of our hedgebook in order to provide our shareholders with more exposure to the gold price. In May 2002, we managed to achieve this by buying options back, or by buying equal and opposite options to effectively cancel the commitment. At June 30, 2002, the total amount owed to the Bullion Banks was $34.7 million, and is shown as a loan on our balance sheet. Of this amount, $6.6 million is secured by a general notarial covering bond and surety mortgage bond over the metallurgical plants of Blyvoor, West Wits and Buffels. This amount is due to be repaid by June 2003.

        All forward sales have been classified according to the date of maturity of the contracts and the option contracts have been allocated to the periods in which they expire.

Foreign Exchange Rate Risk

        We conduct our operations in South Africa, and Papua New Guinea. Currently, fluctuations affect the cash flow that we will realize from our operations as gold is sold in Dollars while production costs are incurred primarily in Rands, and Papua New Guinean Kina. Our results are positively affected when the Dollar strengthens against these foreign currencies and adversely affected when the Dollar weakens against these foreign currencies. Our cash and cash equivalent balances are held in Dollars, Rands and Papua New Guinean Kina; holdings denominated in other currencies are relatively insignificant.

98

        Since 1991, the Rand has weakened against the U.S. dollar and we have benefited primarily through lower South African labor and material costs. We do not believe that it is necessary to enter into foreign exchange hedging contracts.

        Based on our fiscal 2003 financial forecast, a 10% increase/decrease in the Rand/Dollar exchange rate would have an approximate $14.1 million increase/decrease impact on revenue and an $12.7 million increase/decrease impact on pre-tax earnings.

Interest Rates and Liquidity Risk

        Fluctuations in interest rates impact on the value of short-term cash investments and financing activities, giving rise to interest rate risks. In the ordinary course of business, we receive cash from our operations and are required to fund working capital and capital expenditure requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimizing risks. Lower interest rates result in lower returns on investments and deposits and also may have the effect of making it less expensive to borrow funds at then current rates. Conversely, higher interest rates result in higher interest payments on loans and overdrafts.

Long Term Debt

        Set out below is an analysis of our debt (in $'000's) as at June 30, 2002, analyzed between fixed variable interest rates and classified by currency.

		$	A$		R		Total
Interest rate
Variable Rate		—	1,708		2,052		3,760
	Weighted Average Interest Rate	—	19.6	%	16	%
0% Rate		34,731	—		1,422		36,153
Fixed Rate		—	1,420		—		1,420
	Weighted Average Interest Rate	—	9	%	—
Total		34,731	3,128		3,474		41,333
Repayment period
2003		13,017	1,110		1,838		15,965
2004		21,714	1,388		793		23,895
2005		—	630		289		919
2006		—	—		289		289
2007		—	—		265		265
Total		34,731	3,128		3,474		41,333

        Set out below is an analysis of our Contractual Obligations (in $'000) as at June 30, 2002, analyzed by the payments due by period:

		Payments due by period Less than
Contractual Obligations				After 4 years
	Total	1 year	1-3 years
Long term debt	41,333	15,965	25,103	265
Obligations under Eskom hedging instrument	80,117	21,642	58,475	—
Total Contractual Cash Obligations	121,450	37,607	83,578	265

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Concentration of Credit Risk

        We minimize our credit risk by placing cash and cash equivalents with major banks and financial institutions located in South Africa, after evaluating the credit ratings of the respective financial institutions. We believe that no concentration of credit risk exists in respect of cash and cash equivalents.

        Furthermore, our debtors and loans are regularly monitored and assessed for recoverability and where it is appropriate, we raise the levels of provisions.

        Although all gold sales in South Africa are routed through our selling agent, Rand Refinery Ltd, the credit risk is mitigated by the arrangement that proceeds are always received two days after delivery. A similar arrangement exists in Australia with N.M. Rothschild. Both selling agents are reputable parties whose credit ratings are regularly assessed.

Fair Values of Financial Instruments

        The fair value of financial instrument is defined as the amount for which the instrument could be exchanged in an arms length transaction between willing parties, other than a forced or liquidation sale.

        The carrying amounts of cash and cash equivalents, short term investments, receivables, accounts payable and accrued liabilities and short term borrowings approximate their fair values, due to the short term maturities of these assets and liabilities.

        The fair value of our unlisted investments is not directly available from market quotations, but our directors have performed a valuation of these investments to ensure that no significant decline, other than temporary, in their value has occurred. Thus, their carrying value approximates their fair value.

        The investment in Environmental Trust Funds which are funded annually by us for the rehabilitation of our mines as operations at each of them cease. These funds are deposited with deposit taking institutions and comprise primarily interest bearing securities and, accordingly, their carrying value approximates their fair value.

        The fair value of the hedging and non-hedging instruments has been shown above.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

        Not applicable

100

PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

        There have been no material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any other material defaults with respect to any indebtedness of ours.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

        Not applicable.

ITEM 15.    CONTROLS AND PROCEDURES

        Within 90 days prior to the date of this Annual Report, we performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that the material financial and non-financial information required to be disclosed in Form 20-F and filed with the Securities and Exchange Commission is recorded, processed, summarized and reported timely. The evaluation was performed with the participation of our key corporate senior management and under the supervision of our Chairman and Chief Executive Officer, M.M. Wellesley-Wood and our Chief Financial Officer, Ian Murray. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures. Based on the foregoing, our management, including Messrs. Wellesley-Wood and Murray, concluded that our disclosure controls and procedures were effective. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Therefore, no corrective actions were taken.

ITEM 16.    RESERVED

PART III

ITEM 17.    FINANCIAL STATEMENTS

        Not applicable

101

ITEM 18.    FINANCIAL STATEMENTS

        The following financial statements and related auditor's report are filed as part of this Annual Report.

	Page
Report of the independent auditors	F-1
Statements of consolidated operations for the years ended June 30, 2002, 2001 and 2000.	F-2
Consolidated balance sheets as of June 30, 2002 and 2001.	F-3
Consolidated statements of shareholders' equity for the years ended June 30, 2002, 2001 and 2000.	F-4 to F-6
Consolidated statements of cash flows for the years ended June 30, 2002, 2001 and 2000.	F-7
Notes to the consolidated financial statements.	F-8 to F-43

ITEM 19.    EXHIBITS

        The following exhibits are filed as a part of this Annual Report:

1.1*	Memorandum of Association of Durban Roodepoort Deep, Limited.
#1.2	Articles of Association of Durban Roodepoort Deep, Limited, as amended on November 8, 2002.
1.3*	Excerpts of relevant provisions of the South African Companies Act.
1.4**	Durban Roodepoort Deep (1996) Share Option Scheme as amended.
2.1*	Excerpts of relevant provisions of the Johannesburg Stock Exchange Listings Requirements.
#2.2	Indenture between Durban Roodepoort Deep, Limited, as Issuer, and The Bank of New York, as Trustee, dated November 12, 2002.
#2.3	Purchase Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.
#2.4	Registration Rights Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.
#2.5	Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of $61,500,000 issued pursuant to Rule 144A of the Securities Act of 1933, as amended.
#2.6	Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of $4,500,000 issued pursuant to Regulation S under the Securities Act of 1933, as amended.
4.1*	Tribute Agreement, dated October 9, 1992 between Durban Roodepoort Deep, Limited and Rand Leases.
4.2*	Service Agreement, dated July 27, 1995, between Durban Roodepoort Deep, Limited and Randgold.
4.3*	Agreement, dated September 28, 1995, among First Wesgold Mining (Proprietary) Limited, Durban Roodepoort Deep, Limited and Rand Leases in respect of purchase of assets of First Wesgold by Rand Leases.

102

4.4**	Pumping Assistance, dated October 14, 1997, for the 1997/1998 fiscal year from the Minister of Mineral and Energy Affairs—Republic of South Africa to Durban Roodepoort Deep, Limited.
4.5***	Deposit Agreement among Durban Roodepoort Deep, Limited, The Bank of New York as Depositary, and owners and holders of American Depositary Receipts, dated as of August 12, 1996, as amended and restated as of October 2, 1996, as further amended and restated as of August 11, 1998.
4.6****	Security Agreement, dated November 5, 1998, between The Chase Manhattan Bank, Durban Roodepoort Deep, Limited, Blyvoor, Buffels and West Wits.
4.7****	Loan Agreement, dated June 8, 1999, between Industrial Development Corporation of South Africa Limited, Crown and Durban Roodepoort Deep, Limited.
4.8****	Lender Substitution Deed, dated August 18, 1999, between Durban Roodepoort Deep, Limited, DRD Australasia, NM Rothschild & Sons (Singapore) Limited, NM Rothschild & Sons (Australia) Limited, as agent in its own capacity, and Rothschild Nominees (Pty) Limited.
4.9****	A$10m Facility Agreement, dated September 10, 1999, between Durban Roodepoort Deep, Limited, DRD Australasia and NM Rothschild & Sons (Australia) Limited.
4.10****	Facility Agreement, dated August 9, 1996, between PT Barisan Tropical Mining, Rothschild Australia Limited and the Participants.
4.11****	Deposit Agreement, dated September 30, 1999, between Buffels and BOE Merchant Bank, a division of BOE Bank Limited.
4.12****	Undertaking and Security Agreement, dated November 17, 1999, between BOE Bank Limited, through its division BOE Merchant Bank, and Buffels.
4.13****	Guarantee and Indemnity Agreement, dated November 17, 1999, between Durban Roodepoort Deep, Limited, Blyvoor, Argonaut Financial Services (Proprietary) Limited, West Wits, Crown and BOE Bank Limited, through its division BOE Merchant Bank.
4.14****	Loan Security Agreement, dated November 17, 1999, between FBCF Equipment Finance (Propietary) Limited and Buffels.
4.15****	Sale of Business Agreement in respect of Harties, dated August 16, 1999, between Avgold Limited, Buffels and Durban Roodepoort Deep, Limited.
4.16****	Form of Restraint Agreement.
4.17****	Sale of Shares Agreement, dated September 29, 1997, between RMP Properties Limited, Randgold, Crown, City Deep Limited, Consolidated Main Reef Mines and Estate Limited, Crown Mines Limited, RMP Properties SA Limited and Industrial Zone Limited.
4.18*****	Form of Non-Executive Employment Agreement.
4.19*****	Form of Executive Employment Agreement.
4.20*****	Share Sale Option Agreement, dated March 12, 1993, between Newmont Proprietary Limited, Ballimore No. 56 Proprietary Limited, Clayfield Proprietary Limited and Dome Resources N.L.
4.21*****	Convertible Loan Agreement, dated November 19, 1997, between Tolukuma Gold Mines Proprietary Limited, Dome Resources N.L. and Mineral Resources Development Company Proprietary Limited.
4.22*****	First Deed of Variation of Loan Agreement, between Mineral Resources Development Company Pty Limited, Dome Resources N.L. and Tolukuma Gold Mines Pty Limited.
4.23*****	Agreement, dated February 21, 2000, between Durban Roodepoort Deep, Limited and Western Areas Limited.

103

4.24*****	Independent Auditor's Report from PriceWaterhouseCoopers to the Board of Directors and Shareholders of Crown Consolidated Gold Recoveries Limited, dated August 28, 2000.
4.25*****	Shareholders' Agreement, dated September 29, 2000, between Durban Roodepoort Deep, Limited, Fraser Alexander Tailings (Proprietary) Limited and Mine Waste Solutions (Proprietary) Limited.
4.26*****	First Addendum to the Agreement, dated November 15, 2000, between Durban Roodepoort Deep, Limited and Western Areas Limited.
4.27*****	Second Addendum to the Agreement, dated December 21, 2000, between Durban Roodepoort Deep, Limited and Western Areas Limited.
†4.28	Agreement between Durban Roodepoort Deep, Limited, Western Areas, Limited, Consolidated African Mines Limited and JCI Gold Limited, dated April 25, 2001.
†4.29	Addendum to the Agreement between Durban Roodepoort Deep, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated August 31, 2001.
†4.30	Addendum to the Agreement between Durban Roodepoort Deep, Limited, Western Areas Limited, Consolidated African Mines Limited and JCI Gold Limited, dated September 26, 2001.
†4.31	Guarantee and Cession in Securitatem Debiti Agreement between Durban Roodepoort Deep, Limited and Investec Bank Limited, dated October 9, 2001.
†4.32	Second Deed of Variation of Loan Agreement between Tolukuma Gold Mines Limited, Dome Resources NL and Mineral Resources Development Company Limited, dated June 28, 2001.
†4.33	Principal Terms and Conditions for Waiving Right to Declare Default and Enforce Security Deed under 1993 Purchase Agreement between Newmont Second Capital Corporation, Tolukuma Gold Mines (Pty.) Limited, Dome Resources (PNG) Pty. Limited, Dome Resources NL and Durban Roodepoort Deep, Limited, dated July 16, 2001.
†4.34	Loan Agreement between Bank of South Pacific Limited and Tolukuma Gold Mines Limited, dated November 8, 2001.
#4.35	Master Finance Lease between Volvo Truck Finance Australia (Pty) Ltd and Dome Resources N.L., dated November 1, 2000.
#4.36	Agreement between Durban Roodepoort Deep, Limited and Rand Refinery Ltd, dated October 12, 2001.
#4.37	Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings (Pty) Ltd and Durban Roodepoort Deep, Limited, dated June 12, 2002.
#4.38	Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 12, 2002.
#4.39	Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 14, 2002.
#4.40	Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and Durban Roodepoort Deep, Limited, dated June 12, 2002.

104

#4.41	Loan Agreement between Durban Roodepoort Deep, Limited and Khumo Bathong Holdings (Pty) Ltd, dated June 12, 2002.
#4.42	Memorandum of Loan Agreement No. 1 between Durban Roodepoort Deep and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.
#4.43	Memorandum of Loan Agreement No. 2 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.
#4.44	Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.
#4.45	Loan Agreement between Industrial Development Corporation of South Africa Ltd. and Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002.
#4.46	Agreement of Loan and Pledge between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated September 18, 2002.
#4.47	Management Services Agreement between Durban Roodepoort Deep, Limited, Khumo Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002.
#4.48	Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002.
#4.49	Letter Agreement between Durban Roodepoort Deep, Limited and The Standard Bank of South Africa, represented by its Standard Corporate and Merchant Bank Division, dated October 7, 2002.
#4.50	Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002.
#4.51	Memorandum of Loan Agreement between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated October 10, 2002.
#4.52	Letter Agreement Relating to Consultancy Arrangement between Durban Roodepoort Deep, Limited and Nicolas Goodwin.
#4.53	Management Services Agreement between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated October 10, 2002.
#4.54	Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures Limited, dated December 13, 2002.
#8.1	List of Subsidiaries.
#10.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#10.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*            Incorporated by reference to our Registration Statement (File No. 0-28800) on Form 20-F.

**          Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1997.

***        Incorporated by reference to our Registration Statement (File No. 333-9242) on Form F-6.

****      Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 1999.

*****    Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2000.

†            Incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended June 30, 2001.

#            Filed herewith.

105

DURBAN ROODEPOORT DEEP, LIMITED
Report of the Independent Auditors to the Board of Directors
and Stockholders of Durban Roodepoort Deep, Limited

        We have audited the accompanying consolidated balance sheets of Durban Roodepoort Deep, Limited and its subsidiaries as of June 30, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended June 30, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Crown Consolidated Gold Recoveries Limited (a consolidated subsidiary) for the year ended June 30, 2000, which statements reflect total revenues constituting 12% of consolidated total revenues for the year ended June 30, 2000. Such financial statements were audited by other auditors for the purpose of the Company's South African annual financial statements and their reports have been furnished to us. Our opinion, insofar as it relates to data included for such subsidiaries, is based solely on the report of such other auditors.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits (which includes the conversion to generally accepted accounting principles in the United States) and the report of other auditors, provide a reasonable basis for our opinion.

        In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Durban Roodepoort Deep, Limited at June 30, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 2002, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche
Registered Accountants and Auditors
Chartered Accountants (SA)

Johannesburg, Republic of South Africa
December 31, 2002

F-1

Durban Roodepoort Deep, Limited

Consolidated Statements of Operation for the years ended June 30

	Notes	2002 $'000		2001 $'000		2000 $'000
REVENUES
Product sales		303,858		291,325		327,568
COSTS AND EXPENSES		217,571		244,674		301,967
Production costs		218,056		247,098		303,484
Movement in gold in process		289		15		1,747
Movement in rehabilitation provision		(774	)	(2,439	)	(3,264	)
OTHER OPERATING EXPENSES
Depreciation and amortization		15,017		15,188		20,106
Employment termination costs		388		2,953		2,482
Impairment of mining assets	5	2,167		2,752		68,533
Management and consulting fees		1,888		—		3,716
Post retirement medical benefits		1,786		—		—
Write off of pre-paid royalty		—		—		8,318
Loss on financial instruments		147,153		15,406		34,569
Loss (profit) on sale of other assets and listed investments		606		(232	)	2,984
Aborted acquisition costs		—		—		12,437
Profit on disposal of subsidiary		—		(8,609	)	—
Write off of investments and loans		86		1,421		—
SELLING, ADMINISTRATION AND GENERAL CHARGES
(including stock based compensation costs of $2,503,271 (2001: $2,933,625; and 2000: $635,000) and expenses paid through the issue of shares of $Nil (2001: $315,000 and 2000: $870,000))		13,254		33,845		39,195
NET OPERATING INCOME/(LOSS)		(96,058	)	(16,073	)	(166,739	)
NON-OPERATING INCOME
Interest and dividends		2,786		4,699		1,913
Other income		—		—		1,666
FINANCE COSTS
Interest expense		(2,385	)	(5,573	)	(4,501	)
Debt issuance costs		—		—		(2,076	)
LOSS BEFORE TAX		(95,657	)	(16,947	)	(169,737	)
INCOME AND MINING TAX BENEFIT	6	42,864		7,005		1,724
NET LOSS AFTER TAX		(52,793	)	(9,942	)	(168,013	)
MINORITY INTERESTS		—		258		(76	)
NET LOSS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE		(52,793	)	(9,684	)	(168,089	)
Cumulative effect of accounting change (net of income taxes of $ nil)		—		(77,950	)	—
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS		(52,793	)	(87,634	)	(168,089	)
BASIC AND DILUTED LOSS PER SHARE (CENTS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING POLICY		(33	)	(7	)	(161	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING POLICY		—		(58	)	—
BASIC AND DILUTED LOSS PER SHARE (CENTS)	17	(33	)	(65	)	(161	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-2

Durban Roodepoort Deep, Limited

Consolidated Balance Sheets at June 30

	Notes	2002 $'000		2001 $'000
ASSETS
Current Assets		53,103		59,400
Cash and cash equivalents		23,852		13,889
Listed investments		—		15,849
Receivables	7	12,213		15,541
Inventories	8	8,357		9,413
Deferred income and mining taxes	6	8,681		4,708
Mining Assets	9	76,427		109,561
Cost		188,004		239,127
Accumulated depreciation and amortization		(111,577	)	(129,566	)
Other Assets
Restricted cash	19	—		271
Deferred income and mining taxes	6	58,056		14,281
Non-current assets	10	13,963		16,365
Total Assets		201,549		199,878
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities		62,745		75,900
Bank overdraft		532		45
Accounts payable and accrued liabilities	11	45,862		53,197
Short term portion of long term loans	12	15,965		22,184
Income and mining taxes payable		386		78
Deferred income and mining taxes	6	—		396
Long term loans	15	25,368		7,273
Deferred income and mining taxes	6	26,542		21,030
Deferred financial liability	13	80,174		87,410
Provision for environmental rehabilitation	14	17,948		22,575
Stockholders' equity/(deficit) as per statement		(11,228	)	(14,310	)
Authorised
300,000,000 (2001: 200,000,000) ordinary no par value shares 5,000,000 (2001: 5,000,000) cumulative preference share
Issued
177,173,485 (2001: 154,529,578) ordinary no par value shares 5,000,000 (2001: 5,000,000) cumulative preference share
Stated capital	16	351,537		302,959
Additional paid in capital	16	33,392		30,889
Cumulative preference shares	16	107		107
Accumulated loss		(342,045	)	(289,252	)
Other comprehensive income		(54,219	)	(59,013	)
Total Liabilities and Stockholders' equity		201,549		199,878

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3

Durban Roodepoort Deep, Limited
Consolidated Statements of Stockholders' Equity/(Deficit)
For the years ended June 30

		Number of Common Stock	Number of Preferred Stock	Additional paid-in capital $'000	Stated capital $'000		Preferred stock $'000	Accumulated loss $'000		Other comprehensive income $'000		Total Stockholders' equity/(deficit) $'000		Comprehensive (loss)/income $'000
BALANCE—JUNE 30, 1999		61,661,112	5,000,000	27,320	184,280		107	(33,529	)	(55,282	)	122,896
	Mark-to-market on listed investments									(552	)
	Foreign currency translation adjustments									(54,730	)
Acquisition of Hargraves Reserves NL		12,702,835			18,978							18,978
Purchase of Emperor Limited shares		3,020,077			7,003							7,003
Aborted acquisition costs — Rawas Limited		8,282,056			12,437							12,437
Acquisition of Dome Resources NL		12,389,019			20,072							20,072
Purchase of Hartebeesfontein Gold Mine		1,000,000			2,076							2,076
Issue of shares for cash		21,252,761			33,834							33,834
Exercise of employee stock options		81,750			119							119
Shares issued for services rendered		601,136			870							870
Net loss for the year								(168,089	)			(168,089	)	(168,089	)
Stock based compensation				635								635
Share issue expenses					(1,105	)						(1,105	)
Other comprehensive income, net of tax of $nil
	Increase in mark-to-market on listed investments									672		672		672
	Foreign currency translation adjustments									(10,373	)	(10,373	)	(10,373	)
BALANCE—JUNE 30, 2000		120,990,746	5,000,000	27,955	278,564		107	(201,618	)	(64,983	)	40,025		(177,790	)
Analysis of other comprehensive income:
Mark-to-market on listed investments										120
Foreign currency translation adjustments										(65,103	)
BALANCE—JUNE 30, 2000										(64,983	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

Durban Roodepoort Deep, Limited
Consolidated Statements of Stockholders' Equity/(Deficit)
For the years ended June 30

		Number of Common Stock	Number of Preferred Stock	Additional paid-in capital $'000	Stated capital $'000		Preferred stock $'000	Accumulated loss $'000		Other comprehensive income $'000		Total Stockholders' equity/(deficit) $'000		Comprehensive (loss)/income $'000
BALANCE—JUNE 30, 2000		120,990,746	5,000,000	27,955	278,564		107	(201,618	)	(64,983	)	40,025
	Mark-to-market on listed investments									120
	Foreign currency translation adjustments									(65,103	)
Acquisition of Dome Resources NL		125,082			162							162
Issue of shares for cash		19,320,000			14,771							14,771
Issue of shares for cash to repay loan		8,000,000			5,921							5,921
Exercise of employee stock options		5,743,750			4,394							4,394
Shares issued for services rendered		350,000			315							315
Net loss for the year								(87,634	)			(87,634	)	(87,634	)
Stock based compensation				2,934								2,934
Share issue expenses					(1,168	)						(1,168	)
Other comprehensive income, net of tax
	Increase in mark-to-market on listed investments									3,327		3,327		3,327
	Foreign currency translation adjustments									2,643		2,643		2,643
BALANCES—JUNE 30, 2001		154,529,578	5,000,000	30,889	302,959		107	(289,252	)	(59,013	)	(14,310	)	(81,664	)
Analysis of other comprehensive income:
Mark-to-market on listed investments										3,447
Foreign currency translation adjustments										(62,460	)
BALANCE—JUNE 30, 2001										(59,013	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

Durban Roodepoort Deep, Limited
Consolidated Statements of Stockholders' Equity/(Deficit)
For the years ended June 30

		Number of Common Stock	Number of Preferred Stock	Additional paid-in capital $'000	Stated capital $'000		Preferred stock $'000	Accumulated loss $'000		Other comprehensive income $'000		Total Stockholders' equity/(deficit) $'000		Comprehensive (loss)/income $'000
BALANCE—JUNE 30, 2001		154,529,578	5,000,000	30,889	302,959		107	(289,252	)	(59,013	)	(14,310	)
	Mark-to-market on listed investments									3,447
	Foreign currency translation adjustments									(62,460	)
Exercise of employee stock options		10,643,907			7,634							7,634
Issue of shares for cash		12,000,000			43,503							43,503
Share issue expenses					(2,559	)						(2,559	)
Net loss for the year								(52,793	)			(52,793	)	(52,793	)
Stock based compensation				2,503								2,503
Other comprehensive income, net of tax
	Reclassification adjustment for net gain included in net income, net of tax.									(2,683	)	(2,683	)	(2,683	)
	Decrease in mark-to-market on listed investments									(719	)	(719	)	(719	)
	Foreign currency translation adjustments									8,196		8,196		8,196
BALANCES—JUNE 30, 2002		177,173,485	5,000,000	33,392	351,537		107	(342,045	)	(54,219	)	(11,228	)	(47,999	)
Analysis of other comprehensive income:
Mark-to-market on listed investments										45
Foreign currency translation adjustments										(54,264	)
BALANCE—JUNE 30, 2002										(54,219	)

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

Durban Roodepoort Deep, Limited

Consolidated Statements of Cash Flows

For the years ended June 30

		2002 $'000		2001 $'000		2000 $'000
Net cash (utilized) provided by operating activities		(64,170	)	(16,670	)	(664	)
Net loss		(52,793	)	(87,634	)	(168,089	)
Reconciliation to net cash provided by operations:
	Rehabilitation expenses paid	—		—		(195	)
	Net increase (decrease) in provision for rehabilitation	445		(2,439	)	3,264
	Depreciation and amortization	15,017		15,188		20,106
	Amortization of pre-paid royalty	—		—		868
	Write-off of pre-paid royalty	—		—		4,621
	Amortization of restraint of trade payments	124		229		472
	Mining assets scrapped	2,167		2,752		72,791
	Movement in gold in process	358		15		1,747
	Expenses paid through issue of shares	—		315		870
	Surplus of sale of mining assets	(331	)	(57	)	—
	Loss (surplus) on sale of listed investment	937		(232	)	2,984
	Debt issuance costs	—		—		2,076
	Stock based compensation expenses	2,503		2,934		635
	Movement on deferred tax	(42,085	)	(8,150	)	(961	)
	Movement in net taxation liability	461		(573	)	(47	)
	Taxation (refunded) paid	(153	)	124		—
	Movement in deferred financial liability	12,403		60,025		34,569
	Profit on disposal of subsidiary	—		(8,609	)	—
	Write down of investments and loans	86		1,421		14,634
Effect of changes in operating working capital items:
	Receivables	3,328		3,349		(3,357	)
	Inventories	698		2,747		4,598
	Accounts payable (excluding short-term loans)	(7,335	)	1,925		7,750
Net cash realised from (used in) investing activities		2,854		(1,239	)	(52,271	)
Additions to investments		(1,961	)	(481	)	(31,396	)
Proceeds from sale of listed investments		11,070		982		27,675
Additions to mining assets		(8,188	)	(6,316	)	(19,654	)
Proceeds on disposal of mining assets		1,662		5,879		2,033
Decrease (increase) in restricted cash		271		(982	)	(1,252	)
Cash paid for subsidiaries		—		(321	)	(33,392	)
Cash acquired in subsidiaries		—		—		3,715
Net cash generated in financing activities		67,561		11,005		55,905
Short-term loans (repaid) raised		—		(4,674	)	26,886
Net proceeds from issue of shares		51,137		25,086		33,954
Share issue expenses		(2,559	)	(1,168	)	(1,105	)
Increase (decrease) in bank overdraft		487		(2,014	)	279
Long-term loans received (repaid)		18,496		(6,225	)	(4,109	)
Net increase/(decrease) in cash and cash equivalents		6,245		(6,904	)	2,970
Effect of exchange rate changes on cash		3,718		7,007		(2,869	)
Cash and cash equivalents at beginning of year		13,889		13,786		13,685
Cash and cash equivalents at end of year		23,852		13,889		13,786
Income taxes (refunded)/paid		(153	)	124		—
Interest paid		2,385		5,573		4,501

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-7

Durban Roodepoort Deep, Limited

Notes to the Consolidated Financial Statements

At June 30

1. NATURE OF OPERATIONS

        Durban Roodepoort Deep, Limited ("the Company" or "the Group") is engaged in gold mining and related activities, including exploration, extraction, processing and refining. Gold bullion, the Company's principal product, is currently produced and sold in South Africa and Papua New Guinea.

2. SIGNIFICANT ACCOUNTING POLICIES

        The following are accounting policies used by the Company which have been consistently applied:

2.1 Use of Estimates:

        The preparation of the financial statements in conformity with United States generally accepted accounting principles requires the Company's management to make assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.2 Consolidation

        The consolidated financial information includes the financial statements of the Company and its subsidiaries. A company which is more than 50% owned by the Group which the Group controls directly or indirectly, through other subsidiary interests, is classified as a subsidiary.

        Any excess or deficit of the purchase price, when compared to the fair value of other assets and liabilities of the subsidiary acquired, is attributed to mineral property interests (mining assets) and amortized in terms of the Group accounting policies. Where the excess of the purchase price over the fair value of the subsidiary is greater than the expected discounted cashflows from mining activities, it is allocated to goodwill and amortized over the expected life of the mine.

        For foreign subsidiaries, assets and liabilities are translated using the closing rates at year end, and income statements are translated at average rates. Differences arising on translation are included as a component of other comprehensive income.

2.3 Cash and cash equivalents

        Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Due to the short maturity of the investments, the carrying amounts approximate their fair value.

        Restricted cash, which is cash not under the control of the company, is not included in cash and cash equivalents.

2.4 Non-current unlisted investments

        Non-current unlisted investments are carried at acquisition cost. Realized gains and losses are included in determining net income or loss. Unrealized losses are included in determining net income or loss where a decline in the value of the investment, other than temporary, has occurred.

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2.5 Non-current listed investments

        Non-current listed investments are accounted for at fair value with unrealised gains and losses excluded from earnings and reported as a separate component of stockholders' equity.

2.6 Inventories

        Inventories, including gold in process and supplies, are stated at the lower of cost and market value. Gold in process is valued at the average production cost at the relevant stage of production. The cost of gold produced is determined principally by the weighted average cost method using related production costs.

2.7 Exploration costs

        Mining exploration costs are expensed as incurred. Costs related to property acquisitions and mineral and surface rights are capitalized.

2.8 Undeveloped properties

        Undeveloped properties, upon which the Company has not performed sufficient exploration work to determine whether significant mineralization exists, are carried at original cost. Where the directors consider that there is little likelihood of the properties being profitably exploited, or the value of the mining rights have diminished below cost, a write down is made.

2.9 Development costs

        Development costs relating to major programs at existing mines are capitalized. Development costs consist primarily of expenditures to expand the capacity of operating mines. Mine development costs incurred in the ordinary course to maintain production are expensed.

        Initial development and pre-production costs relating to a new ore body are capitalized once directors consider that the likelihood of the properties being profitably exploited is probable and until the ore body is brought into production at which time the costs are then amortized as set out below.

2.10 Mining assets

        Land is recorded at cost and not depreciated. Buildings and other non-mining fixed assets are recorded at cost less accumulated depreciation.

        Depreciation and amortization of mineral property interests, mine development costs and mine plant facilities and equipment are computed by the units-of-production method based on estimated proven and probable reserves. Proven and probable reserves reflect estimated quantities of economically recoverable reserves which can be recovered in the future from known mineral deposits.

        Mineral rights are amortised over their expected lives or 50 years whichever is the lesser.

F-9

2.11 Impairment of mining assets

        Recoverability of the long-term assets of the Group, which include development costs, are reviewed whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. At such time, in accordance with Statement of Financial Accounting Standards ("SFAS") 121, Accounting for the impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of, the recoverable amount, that is the estimate of future undiscounted cash flows, calculated on an area of interest basis, or its disposal value, if higher, is compared to the carrying value of the long-term asset.

        If an impairment exists on this basis, a reduction in the carrying value of the long-term asset is recorded to the extent the carrying value exceeds the estimate of future discounted cash flows calculated on an area of interest basis. Estimates of future cash flows include estimates of future gold prices and foreign exchange rates. It is therefore reasonably possible that changes could occur which may affect the recoverability of the Group's mining assets.

2.12 Rehabilitation costs

        Rehabilitation costs and related accrued liabilities, which are based on the Company's interpretation of current environmental and regulatory requirements, are expensed as incurred and accrued over the operating life of the mine, principally by the units-of-production method based on estimated proven and probable reserves.

        Based on current environmental regulations and known rehabilitation requirements, management has included its best estimate of these obligations in its rehabilitation accrual. However, it is reasonably possible that the Company's estimates of its ultimate rehabilitation liabilities could change as a result of changes in regulations or cost estimates.

        Environmental liabilities other than rehabilitation costs which relate to liabilities from specific events are accrued when they are known, probable and reasonably estimable.

2.13 Revenue

        Revenue consists of sales of gold bullion and related by-products. Gold sales are recognized when the gold is delivered. Delivery is deemed to have occurred once the refinery, Rand Refinery Limited in South Africa and N M Rothschild in Australasia, receives the gold bullion. The bullion is sold on behalf of the Company on the same day with settlement of proceeds within 2 days.

2.14 Financial instruments

        SFAS 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133") has been issued and was adopted by the company with effect from July 1, 2000.

        Prior to the adoption of SFAS 133, gains and losses on derivative instruments, which effectively established minimum prices for designated future production, were recognized in revenue when planned production was delivered. Derivatives that were not designated to future production were accounted for on a mark-to-market basis and the associated gains and losses were recognized in the results of operations.

F-10

        Under SFAS 133, all derivative instruments are recognized on the balance sheet at their fair value, unless they meet the criteria for the normal purchase normal sale exception. On the date a derivative contract is entered into, the derivative is designated as (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a forecasted transaction (cash flow hedge), or (3) a hedge of a net investment in a foreign entity. The Group's derivative transactions, while providing effective economic hedges under the Group's risk management policies, do not qualify for hedge accounting. Derivative instruments are not entered into for trading purposes.

        On the adoption of SFAS133, none of the Group's derivatives qualified for hedge accounting as they did not meet the hedging requirements of SFAS 133. A cumulative effect adjustment of $78 million was recorded in Accumulated Other Comprehensive Income on July 1, 2000. The cumulative effect adjustment was required to record the fair value of those derivative instruments on the balance sheet, which previously qualified for hedge accounting and were not recorded on the balance sheet.

        Recognition of derivatives which meet the criteria for the normal purchase normal sale exception under SFAS 133 are deferred until settlement.

        Subsequent to the adoption of SFAS 133 changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in the income statement.

2.15 Pension plans and other employee benefits

        Pension plans, which are multi-employer plans in the nature of defined contribution plans, are funded through annual contributions.

        In addition, the group makes long service bonus payments (long-service awards) for certain eligible employees, based on qualifying ages and levels of service, and accrues the cost of such liabilities over the service life of the employees on an actuarial basis.

        The Company contributes to a defined contribution mulit-employer medical fund for current employees and certain retirees on an annually determined contribution basis. No contributions are made for employees retiring after December 31, 1996.

2.16 Deferred income and mining taxes

        The Group follows the liability method of accounting for deferred income and mining tax whereby the group recognizes the tax consequences of temporary differences by applying current statutory tax rates applicable to future years to differences between financial statement amounts and the tax bases of certain assets and liabilities. Changes in deferred tax assets and liabilities include the impact of any tax rate changes enacted during the year.

        A valuation allowance is raised against deferred tax assets which are not considered to be realizable.

F-11

2.17 Dividends paid

        Dividends paid are recognized when declared by the board of directors. Dividends are payable in South African Rands. Dividends declared to foreign stockholders are subject to approval by the South African Reserve Bank in terms of South African foreign exchange control regulations. In practice, dividends are freely transferable to foreign stockholders.

2.18 Earnings/(loss) per share

        Earnings/(loss) per share is calculated based on the net result divided by the weighted average number of shares in issue during the year. Fully diluted earnings/(loss) per share is based upon the inclusion of potential common shares with a dilutive effect on earnings/(loss) per share.

2.19 Foreign currency

        The functional currency is the South African Rand. The translation differences arising as a result of converting to US dollars using the current exchange rate method, are included as a separate component of stockholders' equity.

        Transactions denominated in currencies other than South African Rand or Australian dollar are recorded at the rate of exchange ruling at the transaction date. Monetary assets and liabilities denominated in such currencies are translated at the rates ruling at the balance sheet date and profits and losses arising are recorded in the statements of operations.

2.20 Stock-based compensation plans

        The Company has adopted the disclosure only provisions of SFAS 123 and applies Accounting Principles Board Opinion No. 25 (APB No. 25) and related interpretations accounting for its employee based compensation plan.

        The difference between the option strike price and the prevailing market value of the share is recorded as an expense.

2.21 Comparatives

        Comparatives have been reclassified, where necessary to comply with the current year's disclosure.

2.22 Recent pronouncements

        In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141 Business Combinations and Statement of Financial Accounting Standards No. 142 Goodwill and Intangible Assets. SFAS 141 requires that all business combinations be accounted for under the purchase method only and that certain acquired intangible assets in a business combination be recognized as assets apart from goodwill. SFAS 142 requires that ratable amortization of goodwill be replaced with periodic tests of the goodwill's impairment and that intangible assets other than goodwill should be amortized over their useful lives. Implementation of SFAS 141 and SFAS 142 is required for fiscal years commencing on or after July 1, 2001 and December 15, 2001 respectively. Management

F-12

does not believe that these standards will have a significant impact on the Company's financial results as there is no goodwill on the balance sheet.

        In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligation ("SFAS 143"), which is effective for financial statements issued for fiscal years beginning after June 15, 2002. The pronouncement addresses the recognition and remeasurement of obligations associated with the retirement of a tangible long-lived asset. Management does not believe that the standard will have a significant impact on the Company's financial results.

        In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"), which is effective for financial statements issued for fiscal years beginning after December 15, 2001. SFAS 144 applies to all long-lived assets (including discontinued operations) and it develops an accounting model for long-lived assets that are to be disposed of by sale. Management does not believe that the standard will have a significant impact on the Company's financial results.

        In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS 145"). SFAS 145 updates, clarifies and simplifies existing accounting pronouncements. While the technical corrections to existing pronouncements are not substantive in nature, in some instances, they may change accounting effective for transactions occurring after May 15, 2002. All other provisions of this standard must be applied for financial statements issued on or after May 15, 2002, with early application encouraged. The Company does not believe the adoption of SFAS 145 will have a material impact on its financial position, results of operations or cash flows.

2.22 Recent pronouncements

        In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Disposal or Exit Activities. This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). This statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at the date of an entity's commitment to an exit plan. This statement provides that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability. Therefore, SFAS 146 eliminates the definition and requirements for recognition of exit costs in EITF 94-3 until a liability has been incurred and establishes that fair value is the objective for initial measurement of the liability. However, this standard does not apply to costs associated with exit activities involving entities acquired under business combinations or disposal activities covered under SFAS 144. The adoption of SFAS 146 will not have an impact on previous results reported.

F-13

3. ACQUISITION AND DISPOSAL OF BUSINESSES

(i) Hartebeestfontein Mine ("Harties")

        The Company acquired on August 16, 1999, the assets and liabilities of Harties which comprise of underground mine and surface dump operations. The mine is in close proximity to the Company's Buffelsfontein Mine. The Company acquired the Harties mine's assets and liabilities for $7.4 million. The excess of the purchase consideration over the fair value of the Harties net assets acquired ($22 million) has been attributed to mineral property interests (mining assets) and will be amortized in terms of the Group's accounting policies.

        As part of the acquisition, the company set up a restructuring provision of $7 million in order to implement the company's labor force restructuring initiatives. The provision was fully utilized subsequent to the acquisition date and the services of approximately 3,000 employees were terminated.

(ii) Hargraves Resources NL ("Hargraves")

        During December 1999, the Company completed its acquisition of Hargraves. Hargraves is a gold mining company which operates the Browns Creek Mine in the New South Wales territory of Australia. In addition it owns certain exploration tenements surrounding the mine. The acquisition which has been accounted for as a purchase was settled through the issue of 12,702,835 no par value shares, valued at $19.0 million, and cash of $11.2 million, in exchange for a 100% investment in Hargraves. The excess of the purchase price over the fair value of the tangible assets acquired ($15 million) was attributed to mineral property interests (mining assets) and is amortized in terms of the Group's accounting policies. In January 2000, the Browns Creek Mine was flooded after a scheduled blast and, after evaluating the damage to the mine, a decision was taken not to attempt to salvage the operations. On September 23, 2000, the Directors resolved to place Hargraves into voluntary administration (bankruptcy). The investment in Hargraves was written off in full in the 2000 fiscal year.

(iii) Dome Resources NL ("Dome")

        During the third quarter of the fiscal year ended 2000, the Company completed its acquisition of Dome. Dome is an Australian gold mining company which operates the Tolukuma Gold Mine ("Tolukuma") in Papua New Guinea and has various exploration licenses around Tolukuma. 12,389,019 no par value shares, valued at $20.1 million were issued by the Company, and a cash of $13.9 million was paid in settlement of the purchase consideration. This acquisition has been accounted for as a purchase, with the excess of the purchase consideration over the fair value of the tangible assets acquired ($20 million) being attributed to mineral property interests (mining assets), which will be amortized in terms of the Group's accounting policies.

(iv) Rawas Limited ("Rawas")

        During the fiscal year ended 2000, the Company announced its intention to acquire all the assets and liabilities of the Rawas Group. The $12.4 million purchase consideration for these assets and liabilities was settled through an issue of 8,282,056 shares in August, 1999 to Laverton Gold NL (a related party) and various Rawas Group creditors, certain of which were related parties, in partial or full settlement of the liabilities owing to those creditors. The proposed transaction was never completed and the Company has not received the shares in the Rawas Group. In light of DRD's decision to abort

F-14

its acquisition of the Rawas Group, the costs and shares issued have been treated as aborted acquisition costs and expensed.

(v) Pro-forma effects of fiscal 2000 acquisitions

	Pro-forma 2000 $'000
Revenue		382,410
Net loss attributable to common stockholders		(180,808	)
Basic and diluted loss per share	$	(1.52	)

        The pro-forma amounts are based on certain assumptions and estimates and have been prepared for comparative purposes only. They do not purport to be indicative of the results of operations which actually would have resulted had the combinations been in effect on July 1, 1999 or of future results of operations of the consolidated entities.

4.    RELATED PARTY TRANSACTIONS

        Randgold and Exploration Company Limited, Consolidated African Mines Limited, JCI Gold Limited and Western Areas Limited are all related parties by reason of having common directorships, either through an individual or through a family relationship.

Randgold and Exploration Company Limited ("Randgold")

        During the year ended June 30, 2000 the Company advanced a loan of $1.2 million to Randgold on market related terms. This loan was repaid in full before the end of the year.

        There are currently no formal agreements between the Company and Randgold and all transactions are undertaken on an arms length basis.

Consolidated African Mines (Jersey) Limited ("CAMJ")

        During the year ended June 30, 2000, the Company issued 3,020,077 shares to CAMJ valued at $7 million to acquire their investment of 13,075,251 shares in Emperor Mines. The Emperor shares acquired from CAMJ together with 2,100,000 shares already held by the Company were then sold at a loss of $2.4 million. This loss has been included in the consolidated statement of operations for the year ended June 30, 2000 under profit on sale of other assets and listed investments.

        During the year ended June 30, 2000 an amount of $3.6 million was advanced to CAMJ and a loan of $2.2 million was received from CAMJ on market related terms. These loans have been repaid in the year ended June 30, 2001.

        During the year ended June 30, 2000 an amount of $0.7 million was paid to CAMJ for corporate services rendered.

        There are currently no formal agreements between the Company and CAMJ and all transactions are done on an arms length basis.

F-15

4.    RELATED PARTY TRANSACTIONS (Continued)

Consolidated African Mines Limited ("CAM") and JCI Gold Limited ("JCI")

        During the year ended June 30, 2000 the Company issued 1,000,000 shares with a value of $2.1 million, to CAM for its and JCI Gold's assistance in acquiring the Hartebeestfontein Mine.

        During the year ended June 30, 2001, the Company arranged with JCI Gold Limited for that company to place 8,000,000 ordinary DRD shares into the market. In return, JCI Gold Limited received an arranging fee of $300,000.

        During the year ended June 30, 2001, the Company issued 800,000 ordinary shares to CAM for a consideration of R7.80 per share under the general authority for issue of shares.

        There are currently no formal agreements between the Company and CAM and all transactions are done on an arms length basis.

Western Areas Limited

        An amount was owing to Western Areas Limited in respect of advances made between December 1999 and January 2000. (Refer to note 12(a)). The proceeds of the loan were used to purchase listed shares in related party companies (CAM, Randgold and JCI Gold). The company has entered into an agreement with JCI Gold Limited and Consolidated African Mines Limited whereby these entities have the option to purchase the remaining listed shares. The option fee earned during 2002 was $0.87million (2001: $1.9 million) and is included in the amount of $3.04 million (2001: $2.6 million) owing by Consolidated African Mines Limited to the Company. The Company has instituted legal proceedings against JCI Gold Limited and CAM for the recovery of these amounts. The Company has provided in full for the balance outstanding by CAM against the potential bad debt (refer note 7)

        The amount owed to Western Areas Limited of R 149.4 million ($14.4 million) including the interest thereon was repaid during 2002. JCI Gold Limited and Consolidated African Mines Limited failed to exercise their option to purchase the shares and consequently the shares were sold to Western Areas Limited during the year, realizing a loss of $0.9 million for the Company.

Laverton Gold NL

        Laverton Gold NL is a related party because Mr J Stratton, a director of CAM and CAMJ, was a corporate advisor to the Company.

        During the year ended June 30, 2000, the Company announced its intention to acquire all the assets and liabilities of the Rawas Group. The $12.4 million purchase consideration for these assets and liabilities was settled through an issue of. 8,282,056 shares in August, 1999 to Laverton Gold NL, a related party and various Rawas Group creditors, certain of which were related parties (CAM group and CAM related companies), in partial or full settlement of the liabilities owing to those creditors. The proposed transaction was never completed and the Company has never received the shares in the Rawas Group.

F-16

RAR Kebble

        During the year ended June 30, 2001, Mr R Kebble made a loan to the company of $0.7 million (Refer to note 12(b)). He also purchased the Company's investment in Rand Leases Properties Limited for $0.3 million and settled an amount of $0.8 million due by CAM to DRD. The sale of the investment was at market related prices. An amount of R 0.3 million ($ 67 180) has been paid by the Company as interest on the loan during 2001.

        The loan received from RAR Kebble, amounting to R5.3 million ($0.51 million) was repaid during the year ended June 30, 2002. Interest on this amount during the year amounted to R0.4 million ($38,573)

Executive directors

        During the year ended June 30, 2001 the executive directors made advances to the Company which bear interest at market related rates. (Refer note 12 (c)) The loan was repaid on December 31, 2001.

FW Services CC

        During the year the company made use of FW Services CC, a company that performs mining related services, and Neil Pretorius, a legal advisor, both of which are related parties to Mr Francios Weideman, a previous executive director of the Company who resigned as a director on 1 March 2002. The arrangements with these parties are at an arms length basis. During the year we paid $0.7 million to FW Services CC and $0.03 million to Neil Pretorius for services rendered.

Libra Accounting CC

        The Company makes use of Libra Accounting CC, a related party to Mr W Beer, the Chief Administrative Officer of the Company. The services provided by this party are on an arm's length basis. During the year we paid $0.1 million to Libra Accounting CC for services rendered.

Restraint of trade agreements (refer note 10)

        In November 1998, certain of the Company directors and officers entered into restraint of trade agreements whereby they agreed, for a period of 24 months after the termination of their employment with the Company, not to compete against the Company or solicit the Company's employees. As consideration for entering into these agreements these directors and officers (as a group) received R8.4 million (approximately $1.3 million). The amounts paid to the directors and officers are being amortized over 4 years.

F-17

5.    IMPAIRMENT OF ASSETS

	Year ended June 30, 2002 $'000	Year ended June 30, 2001 $'000	Year ended June 30, 2000 $'000
Mining Assets
-DRD Mine(a)	2,167	2,752	16,691
-West Wits(b)	—	—	20,898
-Hargraves(c)	—	—	30,944
	2,167	2,752	68,533

(a)

In view of continued low gold prices and high cost of production, and cessation of synergies between Durban Roodepoort Deep Mine and Randfontein Estates, underground mining operations ceased permanently at Shaft Numbers 6, 7 and 9 and the Circular Shaft. This closure of operations has resulted in write downs which represent the excess carrying values of the mining assets over their fair values.

(b)

As a result of continued operational difficulties and continued low gold prices and high cost of production, the West Wits mine was permanently closed during the first quarter of 2001. This closure of operations has resulted in write downs which represent the excess carrying values of the mining assets over their fair values.

(c)

Early in January, 2000, the Browns Creek Mine, which was acquired as part of the Hargraves acquisition, was closed due to extensive flooding of the mine. (Refer to note 3 (ii)) This closure of operations has resulted in write downs which represent the excess carrying values of the mining assets over their fair values.

6.    DEFERRED INCOME AND MINING TAX

		Year ended June 30, 2002 $'000		Year ended June 30, 2001 $'000		Year ended June 30, 2000 $'000
(a)  Income and mining tax and expenses
Income and mining tax
	Foreign	—		535		951
Non-mining income tax
	Current	(36	)	(105	)	(59	)
Deferred income and mining tax
	Local	42,855		5,937		(989	)
	Foreign	45		638		1,821
	Secondary tax on companies	—		—		—
Total income and mining tax benefit		42,864		7,005		1,724

        Mining tax on mining income is determined based on a formula which takes into account the profit and revenue from mining operations during the year. Non-mining income, which consists primarily of interest, is taxed at a standard rate. The tax rates applicable to the mining and non-mining income of a gold mining company depends on whether the company has elected to be exempt from the Secondary Tax on Companies, or STC. STC is a tax on dividends declared, which is payable by the

F-18

company declaring the dividend, and, at present, the STC tax rate is equal to 12.5%. In 1993, all existing gold mining companies had the option to elect to be exempt from STC. If the election was made, a higher tax rate would apply for both mining and non-mining income. In 2002, 2001 and 2000, the tax rates for taxable mining and non-mining for companies that elected the STC exemption were 46% and 38%, respectively. During those same years the tax rates for companies that did not elect the STC exemption were 37% and 30%, respectively. In 1993, we elected not to be exempt from the STC tax. However, with the exception of Blyvoor, all of our subsidiaries elected the STC exemption. Any dividends paid by Blyvoor, being a wholly-owned subsidiary of ours, would be exempt from STC.

        Deferred taxation has been calculated at the non-mining tax rate of 30% for all of our subsidiaries as a result of the undertainty created by fluctuations in the mining tax rate as determined by the mining tax formula. In the case of Durban Roodepoort Deep, Limited (the "Company"), a non-mining tax rate of 42.5% (including STC of 12.5%) has been applied. Material items causing the Group's income tax provision to differ from the estimated effective mining tax rates were as follows:

	Year ended June 30, 2002 $'000		Year ended June 30, 2001 $'000		Year ended June 30, 2000 $'000
Mining tax at estimated effective rate	26,540		11,901		21,974
Non-mining tax at statutory rate	(1,264	)	(929	)	265
Foreign tax	2,099		4,116		13,222
Disallowable expenditure	(9,478	)	(374	)	(15,454	)
Non-taxable income	1,114		140		2,685
Valuation allowances	23,853		(7,849	)	(20,968	)
	42,864		7,005		1,724

F-19

		June 30, 2002 $'000		June 30, 2001 $'000
(b)    Deferred income and mining tax liabilities and assets:
Deferred income and mining tax liabilities and assets on the balance sheet as of June 30, 2002 and 2001, relate to the following:
Gross Deferred income and mining tax liabilities:		(26,931	)	(30,038	)
	Depreciation and amortization	(26,668	)	(29,100	)
	Inventory	(263	)	(425	)
	Other	—		(513	)
Gross Deferred income and mining tax assets:		74,067		90,854
	Assessable tax loss carried forward	22,077		34,378
	Unredeemed capital expenditure	15,396		25,149
	Rehabilitation provisions	5,594		3,015
	Financial instrument liability	24,052		26,167
	Other provisions	6,948		2,145
Deferred income and mining tax valuation allowances		(6,941	)	(63,253	)
Deferred income and mining tax assets/(liabilities)		40,195		(2,437	)
Net deferred income and mining tax liability — long term		(26,542	)	(21,030	)
Net deferred income and mining tax liability — current		—		(396	)
Net deferred income and mining tax asset — long term		58,056		14,281
Net deferred income and mining tax asset — current		8,681		4,708

        The classification of deferred income and mining tax assets and liabilities is based on the related asset or liability creating the deferred tax. Valuation allowances have been provided on deferred tax assets arising out of assessed losses and unredeemed capital expenditure because it is more likely than not that these losses will not be utilized in the foreseeable future.

        As at June 30, 2002 the Group had estimated tax losses carried forward consisting of:

	Tax losses		Unredeemed capital expenditure
	2002 $'m	2001 $'m	2002 $'m	2001 $'m
The Company	20.0	26.9	13.8	19.1
South African subsidiaries	2.8	15.1	37.5	64.7
Australasian subsidiaries	—	72.6	—	—

        The estimated tax losses of the Australasian subsidiaries have been disallowed for tax purposes. They were previously treated as more likely than not to be unrealizable. The estimated tax losses of the Company and its subsidiaries have no expiry date. Should a subsidiary cease to trade, the estimated tax losses would be forfeited.

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7.    RECEIVABLES

	June 30, 2002 $'000		June 30, 2001 $'000
Trade accounts receivable	4,517		7,678
Taxation receivable	3,335		2,862
Prepayments	4,206		209
Staff debtors	277		303
Amounts owing by related parties (a)	3,040		2,590
Amounts receivable under investigation by Special Committee (b)	—		8,465
Less: allowances for doubtful debts	(3,162	)	(6,566	)
	12,213		15,541

a)

Amounts owing by related parties comprises amounts due by CAM for the option over the listed shares.

b)

Amounts receivable under investigation by the Special Committee comprise various unauthorized transfers of funds purportedly for investment purposes. The amounts were fully provided and have been written off in 2002.

8.    INVENTORIES

	June 30, 2002 $'000	June 30, 2001 $'000
Gold-in-process	2,498	2,856
Supplies	5,859	6,557
	8,357	9,413

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9. MINING ASSETS

	June 30, 2002 $'000		June 30, 2001 $'000
Mining properties, mine development costs and mine plant facilities and equipment
Cost	182,700		223,323
Opening cost	223,323		273,993
Additions	8,188		6,316
Disposals	(1,331	)	(5,879	)
Foreign exchange movement	(47,480	)	(51,107	)
Accumulated depreciation	(110,516	)	(120,019	)
Opening cost	(120,019	)	(132,751	)
Impairment	(2,167	)	(2,752	)
Depreciation	(13,933	)	(15,188	)
Foreign exchange movement	25,603		30,672
Net book value	72,184		103,304
Mineral rights
Cost	5,304		6,903
Opening cost	6,903		8,174
Foreign exchange movement	(1,599	)	(1,271	)
Accumulated amortization	(1,061	)	(646	)
Opening accumulated amortization	(646	)	(561	)
Amortization	(1,084	)	(204	)
Foreign exchange movement	669		119
Net book value	4,243		6,257
Net book value	76,427		109,561

        Included in Mining assets is the West Wits plant with a book value of $nil (2001:$nil) which is being held for resale under an agreement which has not yet been completed.

10. NON-CURRENT ASSETS

	June 30, 2002 $'000	June 30, 2001 $'000
Listed investments (a)	149	126
Unlisted investments (b)	1,610	2,114
Restraint of trade payments (Refer to note 4)	61	325
Amounts contributed to environmental trust funds	12,143	13,800
	13,963	16,365

(a)

Listed investments comprise an investment in Drill Search Limited, Startrack Communications Limited and Cape Tel Limited which are listed Australian companies, and various other trading

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investments in South African listed companies. These investments are classified as available for sale, and are accounted for at market value.

(b)

Unlisted investments comprise investments in various unlisted companies in South Africa, the fair value of which is not directly available from market quotations. The directors of the Company perform valuations of the investments on an annual basis to ensure that no decline, other than temporary, in the value of the investments has occurred.

11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30, 2002 $'000	June 30, 2001 $'000
Trade accounts payable	36,250	39,048
Payroll and other compensation	7,276	11,015
Other	2,336	3,134
	45,862	53,197

12. SHORT TERM LOANS

	June 30, 2002 $'000	June 30, 2001 $'000
Short term portion of long term loans	15,965	3,450
Western Areas Limited (a)	—	17,386
RAR Kebble (b)	—	661
Loans from directors (c)	—	681
Hire purchase agreements (d)	—	6
	15,965	22,184

(a)

The repayment agreement for the capital amount of $16.4 million was entered into on February 21, 2000 with Western Areas Limited which is a related party. The repayment date was extended to December 31, 2001. Repayment was made during the year by means of cash. Interest was payable at the overdraft rate. The Company had pledged certain of its short term listed investments (in related parties) as security for the repayment of the loan.

(b)

The loan was repayable before June 2002 bearing interest at the prime overdraft rate. The shares in Stand 752 Parktown Extension (Pty) Limited had been pledged as security for the repayment of the loan. The loan was repaid during the year ended June 30, 2002.

(c)

Short term loans from directors, repaid on December 31, 2001, and bearing interest at the prime overdraft rate.

(d)

The Group entered into hire purchase agreements with financial institutions for the acquisition of various mining assets. The final repayment was made during 2002. The interest rates were market related and as per the various agreements.

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13. DEFERRED FINANCIAL LIABILITY

	June 30, 2002 $'000	June 30, 2001 $'000
Mark-to-market of hedging financial instruments (a)	80,174	67,812
Mark-to-market of other hedging financial instruments (b)	—	19,413
Provision for losses on currency forward contracts	—	185
	80,174	87,410

(a)

The mark-to-market of hedging financial instruments (loss) comprises the fair value of the economic hedges entered into by the Company to ensure certainty of the gold price received. The loss has been recorded through the Statement of Operations.

(b)

The mark-to-market of other hedging financial instruments (loss) comprises the fair value of forward purchases of gold bullion ("the long-forwards'). The loss was recorded through the Statement of Operations.

14. PROVISION FOR ENVIRONMENTAL REHABILITATION

        While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, the Company has estimated that the total future costs for the mines, in current monetary terms, will be $19.2 million (2001: $24.0 million). The estimates are prepared on an annual basis by the Company's Environmental Manager in terms of the rehabilitation plan. The total calculated liability, based on units of production to date, for rehabilitation at June 30 is $17.9 million (2001: $22.6 million).

        Amounts have been contributed to irrevocable trusts under the Company's control. The monies in the trust are invested primarily in interest bearing debt securities. The Company intends to finance the ultimate rehabilitation costs from the money invested with the trust funds as well as, at the time of mine closure, the proceeds on sale of remaining assets and gold from plant clean-up.

        In terms of the Company's accounting policy, the shortfall between the total estimate rehabilitation cost of $19.2 million and the provision of $17.9 million will be accrued over the remaining proved and probable reserves of the Company, on a units of production basis.

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15. LONG-TERM LOANS

		June 30, 2002 $'000		June 30, 2001 $'000
These comprise loans from:
Secured
	FBCF Equipment Finance Limited (a)	882		3,955
	Newmont (Proprietary) Limited (b)	—		2,779
	Industrial Development Corporation (c)	1,055		2,138
	Mineral Resources Development Company (Proprietary) Limited (d)	1,420		1,393
	First National Bank Limited (e)	115		229
	Hire purchase creditors (f)	138		229
	Bank of South Pacific Limited (g)	1,570		—
	JPMorgan Chase Bank (h)	6,625		—
Unsecured				—
	CAWMS Post Retirement Medical Liability (i)	1,422		—
	J Aron and Company (j)	17,824		—
	UBS AG (k)	10,282		—
		41,333		10,723
Less: Payable within one year shown under current liabilities		(15,965	)	(3,450	)
Total long term liabilities		25,368		7,273

        The terms and conditions, including interest rates, attaching to the above loans are given in the narrative below:

(a)

The capital amount of $8.1 million is repayable in semi-annual installments of $1.9 million which commenced on November 17, 1999 and terminates on November 17, 2002. The Company ceded and pledged all its shares in Buffelsfontein Gold Mines Limited and Blyvooruitzicht Gold Mining Company Limited to BoE Merchant Bank. Joint and several guarantees have been given by all the South African based companies within the Group, for the performance in full on the due date. Buffelsfontein Gold Mines Limited has provided (R60 mil) $8.8 million of the gold "lock up' (residual gold content in the mill) contained in the Hartebeestfontein gold plant, as security for the loan. A general notarial bond over all moveable assets of Buffelsfontein Gold Mines Limited to the value of $8.8 million was registered in favor of BoE Merchant Bank.

(b)

The Newmont (Proprietary) Limited loan has been repaid during the year.

(c)

The capital amount of $3.7 million is repayable in 47 equal monthly installments which commenced on May 1, 2000. Interest on the loan is 2.5% below the prime overdraft rate per annum. A commitment fee of 1% on the loan amount plus 0.5% per annum on the amount of each drawing is payable to IDC. The Company has guaranteed the loan. The loan is secured by a notorial bond over moveable assets.

(d)

On November 20, 1997 Dome Resources NL entered into a loan agreement with the Mineral Resources Development Company (Proprietary) Limited ("MRDC") by which MRDC provided a

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loan to Tolukuma Gold Mine ("TGM") denominated in Australian dollars. The loan is repayable in 4 equal semi-annual installments, with the first payable June 30, 2002 and the last payable December 31, 2003. Interest is payable at 9% per annum. The loan is secured by a fixed and floating charge over the assets of TGM.

(e)

The mortgage loan bears interest at 0,75% below prime lending rate offered by First National Bank Limited on overdraft. The loan is repayable over 60 months, which commenced on July 1, 1999 and is collateralized by a first covering mortgage bond over Stand 752, Parktown Extension 1 and a deed of suretyship signed by the Company.

(f)

The Group entered into hire purchase agreements with financial institutions for the acquisition of various assets. The final repayment will be made during the year ending June 30, 2004. The interest rates are market related and set out in the various agreements.

(g)

On 22 August 2001 the Company entered into an agreement with Bank of South Pacific Limited by which Bank of South Pacific Limited provided a loan to Tolukuma Gold Mines ("TGM"), denominated in Australian dollars. The loan is repayable in equal monthly payments of principal and interest over a period of three years, starting in July 2002 and ending in July 2005. Interest is payable at the Indicator Lending Rate in Papua New Guinea + 4% per annum. The loan is secured by a fixed and floating charge over the assets of TGM, Dome Resources (PNG) Ltd and Dome Resources NL, including uncalled and unpaid capital. Durban Roodepoort Deep, Limited has provided guarantee for this facility.

(h)

During the fourth quarter of 2002 the Company closed out its hedge position with JP Morgan Chase Bank recording a loss on the close out of the positions. This amount is payable over the next 24 months and secured against the gold "lock up" value in the plants at West Witwatersrand Gold Mines Limited, Blyvooruitzicht Gold Mining Company Limited and Buffelsfontein Gold Mines Limited. The loan bears no interest.

(i)

In September 2001 a subsidiary voluntarily accepted liability for certain post-retirement medical benefits of employees who were members of various medical schemes arranged by the Company. The amount of the liability is fixed and is payable over the next five years, bears no interest and is unsecured.

(j)

During the fourth quarter of 2002 the Company closed out its hedge position with J Aron & Company recording a loss on the close out of the positions. This amount is payable over the next 24 months and is unsecured and bears no interest

(k)

During the fourth quarter of 2002 the Company closed out its hedge position with UBS AG recording a loss on the close out of the positions. This amount is payable over the next 24 months and is unsecured and bears no interest.

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        Long-term liability repayment schedule for capital amounts payable in the 12 months to:

	2002 $'000	2001 $'000
30 June 2002	—	3,450
30 June 2003	15,965	4,405
30 June 2004	23,895	2,868
30 June 2005	919	—
30 June 2006	289	—
30 June 2007	265	—
	41,333	10,723

16. STOCKHOLDERS' EQUITY

June 30, 2000

        In connection with the Company's July 12, 1999 offer to acquire Hargraves, the Company issued 12,702,835 no par value shares, amounting to $19.0 million.

        During August 1999, the Company issued 1,000,000 no par value shares, worth $2.1 million to Consolidated African Mines Limited, a related party in exchange for its assistance and JCI Gold Limited's guarantee of the Company's obligations for a period of 6 months under the Harties purchase agreement.

        The Company also issued 8,282,056 no par value shares to Laverton Gold and various Rawas Group creditors in terms of the agreement to acquire, for $12.4 million, the Rawas group of companies, which announcement was made in August, 1999.

        On September 30, 1999 and on December 6, 1999, the Company issued 413,636 and 187,500 no par value shares respectively to The Corner House for services rendered which amounted to $0.9 million.

        The Company issued 3,020,077 no par value shares to CAMJ in order to acquire from that company 13,075,051 shares in Emperor Mines Limited for a consideration of $7.0 million.

        In connection with the Company's January 11, 2000 offer to acquire Dome, the Company issued 12,389,019 no par value shares amounting to $20.1 million.

        During the year ended June 30, 2000, the Company issued 21,252,761 no par value shares to certain institutional investors in exchange for gross cash proceeds of $33.8 million.

June 30, 2001

        During the year ended June 30, 2001, the Company issued 19,320,000 no par value shares to certain institutional investors in exchange for gross cash proceeds of $14.8 million.

        During the year ended June 30, 2001, the Company issued 125,082 no par value shares in respect of a further equity stake Dome NL.

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        During the year ended June 30, 2001, the Company issued 8,000,000 no par value shares for cash in order to settle its obligation to iProp Limited.

        The company issued 350,000 ordinary shares to The Corner House (Pty) Limited for services rendered which amounted to $0.3 million.

June 30, 2002

        During the year ended June 30, 2002, the Company issued 12,000,000 no par value shares to certain institutional investors in exchange for gross cash proceeds of $43.5 million.

Cumulative preference shares:

        The terms of issue of the cumulative preference shares are that they carry the right, in priority to the Company's ordinary shares, to receive a dividend equal to 3% of the gross future revenue generated by the exploitation or the disposal of the Argonaut mineral rights acquired from Randgold & Exploration Company Limited in September 1997.

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17. LOSS PER SHARE

        Loss per share is calculated based on the loss divided by the weighted average number of shares in issue during the year. Fully diluted loss per share is based upon the inclusion of potential common shares with a dilutive effect on loss per share.

	For the year ended June 30, 2002
	Loss $'000 (Numerator)		Shares (Denominator)	Per-share amount
Basic and fully diluted loss per share
Shares outstanding July, 1, 2001			154,529,578
Weighted average number of shares issued — 2002			7,135,070
Loss available to stockholders	(52,793	)	161,664,648	(0,33	)
Anti-dilutive shares			6,550,156
	For the year ended June 30, 2001
Basic and fully diluted loss per share
Shares outstanding July 1, 2000			120,990,746
Weighted average number of shares issued — 2001			13,640,253
Loss available to stockholders	(87,634	)	134,630,999	(0,65	)
Anti-dilutive shares			22,188,337
	For the year ended June 30, 2000
Basic and fully diluted loss per share
Shares outstanding July 1, 1999			61,661,112
Weighted average number of shares issued fiscal 2000			42,514,427
Loss available to stockholders	(168,089	)	104,175,539	(1,61	)
Anti-dilutive shares			17,152,834

        The Company had in issue 8,937,607 Durban Deep "B" options at an exercise price per ordinary share of R60,00. The final exercise date for these options was June 30, 2002.

        The Company has authorised but not issued 10,000,000 Durban Deep "C" options at an exercise price of R15 per ordinary share which are exercisable at any time during the period from the date on which the option is issued to a date not later than five years from the date of issue.

        There is no dilution in loss per share for the fiscal years ended June 30, 2002, 2001, 2000 as the effect of dilutive securities in issue would have been anti-dilutive as the Company was in loss making position for each of the three years.

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18. EMPLOYEE BENEFIT PLANS

Pension and provident funds

        The Group participates in a number of industry-based retirement plans. All plans are governed by the Pension Funds Act, 1956. All the pension funds are actuarially valued at intervals of not more than three years using the projected benefit valuation basis. All pension funds have been valued during the last three years and were certified to be in a sound financial position. The provident funds are funded on the "money accumulative basis" with the members' and Company's contributions having been fixed in the constitutions of the funds.

        The majority of the Group's employees are covered by the above-mentioned funds. Fund contributions by the Group for the year ended June 30, 2002 amounted to $4.9 million (year ended June 30, 2001: $5.7 million; year ended June 30, 2000: $8.4 million).

Post-retirement benefits other than pensions

        Previously, skilled workers (clerical workers and mine management) participated in multi-employer plans, which paid certain medical costs. Employer contributions were determined on an annual basis by the funds. Qualifying dependants received the same benefits as active employees.

        Currently, no post-retirement benefits are available to other workers.

        A subsidiary of the Company has voluntarily accepted liability for certain post-retirement medical benefits of employees who were members of various medical schemes arranged by the Company. The fixed amount, which was determined based on negotiations between the Company and the fund, is payable over the next five years, bears no interest and is unsecured. (Refer note 15(i)).

Long service awards

        The Group companies participate in the Chamber of Mines of South Africa Long Service Awards Scheme. In terms of the scheme, bonus payments are made to certain employees upon attaining a certain qualifying age and level of service. Due to the nature of the award and the uncertainty surrounding the ultimate payment of the award, no provision is made for any potential payment.

Share option plan

(a)    Details of scheme

        The Company has an Employee Share Option Scheme (hereafter referred to as ESOS) under which all employees may be granted options to purchase shares in the Company's authorized, but unissued common stock. Unissued shares that have been reserved for the ESOS may not exceed 15% of the number of issued ordinary and preferred ordinary shares.

        On October 24, 1997, the terms of the ESOS were amended. The amended terms applied to options outstanding at the date of the amendment and options to be issued thereafter. The exercise price of options is the average closing market price of an ordinary share on the Johannesburg Stock Exchange ("JSE") for any continuous period of seven trading days during the three months preceding the day on which the option is granted. (Prior to the amendment, the exercise price was the closing

F-30

JSE market price on the day preceding the grant date of the option.) The vesting period for options is determined by the directors.

        All options expire ten years after grant date.

        During fiscal 1998 the Company issued options, one quarter of which were exercisable six months after grant date, a further quarter of which are exercisable twelve months after grant date and a further quarter of which are exercisable annually thereafter. Share options activity in respect of these options was as follows:

	Outstanding			Exercisable
	Number of Shares		Average price per share SA Rand	Number of shares	Average price per share SA Rand
Balance at June 30, 1999	3,814,995		10.08	1,713,908	10.47
Granted	4,435,500		7.92
Exercised	(75,250	)	8.95
Forfeited/lapsed	(295,492	)	10.01
Balance at June 30, 2000	7,879,753		8.88	2,890,938	9.17
Granted	6,244,000		6.30
Exercised	(1,333,750	)	7.06
Forfeited/lapsed	(977,750	)	8.72
Balance at June 30, 2001	11,812,253		7.73	4,712,250	8.97
Granted	3,067,370		13.28
Exercised	(8,599,321	)	7.95
Forfeited/lapsed	(679,938	)	8.88
Balance at June 30, 2002	5,600,364		10.30	199,000	9.54

        For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2002 at exercise prices which exceeded the market price of the stock on grant date was Rnil (2001: R1.90; 2000: R3.44). The weighted average grant date fair value of the above options granted in 2002 at exercise prices, which were less than the market price of the stock on grant date, was R15.43 (2001: R2.96; 2000: R5.90).

        The grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

	2002	2001	2000
Expected life (in years)	4	4	4
Risk free interest rate	11.19%	12.59%	14.38%
Volatility	46%	70%	60%
Dividend yield	0%	0%	0%

F-31

        During fiscal 1998 the Company also issued certain options which were exercisable immediately, but which vested over a period of twelve months. Share options activity in respect of these options was as follows:

	Outstanding			Exercisable
	Number of shares		Average price per Share SA Rand	Number of shares	Average price per share SA Rand
Balance at June 30, 1999	53,250		7.00	53,250	7.00
Exercised	(6,500	)	7.00
Forfeited/lapsed	(1,500	)	7.00
Balance at June 30, 2000	45,250		7.00	45,250	7.00
Exercised	(10,000	)	7.00
Forfeited/lapsed	(11,000	)	7.00
Balance at June 30, 2001	24,250		7.00	24,250	7.00
Exercised	(20,000	)	7.00
Forfeited/lapsed	(1,250	)	7.00
Balance at June 30, 2002	3,000		7.00	3,000	7.00

        For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 1998 was R2.67. These options had an exercise price equal to the market price of the stock on grant date.

        The grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

	1998
Expected life (in years)	1
Risk free interest rate	15.25%
Volatility	85%
Dividend yield	0%

F-32

        During 1998 the Company also issued certain options which vested and were exercisable six months after grant date. Share options activity in respect of these options was as follows:

	Outstanding			Exercisable
	Number of Shares		Average price per share SA Rand	Number of shares	Average Price per share SA Rand
Balance at June 30, 1999	293,000		10.69	293,000	10.69
Balance at June 30, 2000	293,000		10.69	293,000	10.69
Forfeited/lapsed	(21,000	)	11.10
Balance at June 30, 2001	272,000		10.66	272,000	10.66
Exercised	(248,500	)	10.61
Forfeited/lapsed	(23,500	)	11.10
Balance at June 30, 2002	—		—	—	—

        For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 1998 at exercise prices which exceeded the market price of the stock on grant date was R2.54. The weighted average grant date fair value of the above options granted in 1998 at exercise prices, which were less than the market price of the stock on grant date, was R8.90.

        The grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

	1998
Expected life (in years)	1
Risk free interest rate	14.22%
Volatility	85%
Dividend yield	0%

        During 2001 the Company also issued certain options which vested immediately. Share option activity in respect of these options was as follows:

	Outstanding			Exercisable
	Number of Shares		Average price per share SA Rand	Number of shares	Average Price per share SA Rand
Balance at June 30, 2000	—		—	—	—
Granted	3,200,000		6.18
Exercised	(3,200,000	)	6.18
Balance at June 30, 2001	—		—	—	—

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18. EMPLOYEE BENEFIT PLANS (Continued)

        For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2001 at exercise prices, which were less than the market price of the stock on grant date, was R3.02.

        The grant date fair value of these options was determined using a Black Scholes model, applying the following assumptions:

	2001
Expected life (in years)	0.1
Risk free interest rate	11.08%
Volatility	72%
Dividend yield	0%

        During 2001 the Company also issued certain options, 51% which were exercisable immediately and the remainder after 6 months. Share options activity in respect of these options was as follows:

	Outstanding			Exercisable
	Number of shares		Average Price per Share SA Rand	Number of shares	Average Price per share SA Rand
Balance at June 30, 2000	—		—	—	—
Granted	2,345,000		4.52
Exercised	(1,200,000	)	4.52
Balance at June 30, 2001	1,145,000		4.52	—	—
Exercised	(1,145,000	)	4.52
Balance at June 30, 2002	—		—	—	—

        For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2001 at exercise prices, which were less than the market price of the stock on grant date, was R2.98.

        The grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

	2001
Expected life (in years)	0.5
Risk free interest rate	11.23%
Volatility	72%
Dividend yield	0%

F-34

        During 2002 the Company issued certain options, 25% which were exercisable immediately and the remainder after 6, 12, 24 and 36 months. Share options activity in respect of these options was as follows:

	Outstanding			Exercisable
	Number of shares		Average Price per Share SA Rand	Number of shares	Average Price per share SA Rand
Balance at June 30, 2001	—		—	—	—
Granted	1,000,000		15.81
Exercised	(62,500	)	15.81
Balance at June 30, 2002	937,500		15.81	187,500	15.81

        For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2002 at exercise prices, which were less than the market price of the stock on grant date, was R19.08.

        The grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

	2002
Expected life (in years)	3
Risk free interest rate	12.58%
Volatility	49.7%
Dividend yield	0%

        During 2002 the Company issued certain options, which were exercisable immediately. Share options activity in respect of these options was as follows:

	Outstanding			Exercisable
	Number of shares		Average Price per Share SA Rand	Number of shares	Average Price per share SA Rand
Balance at June 30, 2001	—		—	—	—
Granted	611,000		8.37
Exercised	(591,708	)	8.37
Forfeited/lapsed	(10,000	)	8.37
Balance at June 30, 2002	9,292		8.37	9,292	8.37

        For the purposes of the pro-forma disclosures in terms of SFAS 123, the weighted average grant date fair value of the above options granted in 2002 at exercise prices, which were less than the market price of the stock on grant date, was R6.20.

F-35

        The grant date fair value of these options was determined using a Black Scholes model, applying the following weighted average assumptions:

	2002
Expected life (in years)	0
Risk free interest rate	12.79%
Volatility	23.42%
Dividend yield	0%

        The following tables summarize information relating to all employee stock options outstanding at June 30, 2002:

        Tables are denominated in South African Rands ("R"), where applicable:

	Outstanding		Exercisable
	Number of shares	Weighted average contractual life (in years)	Weighted average exercise price	Number of shares	Weighted average exercise price
		R	R		R
Range of exercise price (R)
R3.11 to R4.68	316,000	8.65	4.52	—	—
R4.69 to R6.99	2,144,991	8.23	6.24	—	—
R7.00 to R10.50	1,418,730	8.21	7.74	156,542	9.00
R10.51 to R14.35	85,000	7.27	11.03	54,750	10.97
R14.36-R27.55	2,585,435	9.79	17.56	187,500	15.81

(b)

Pro-forma information

        The Company has elected to follow APB Opinion No. 25 "Accounting for Stock Issued to Employees". $2,503,571 of stock-based compensation cost was recognized as an expense in the year ended June 30, 2002 (June 30, 2001: $2,933,625; June 30, 2000: $635,000).

        Pro-forma information regarding net income and earnings per share is required by SFAS No. 123. This information is required to be determined as if the Company had accounted for its employee stock options, granted subsequent to December 31, 1995, under the fair value method of that statement. The fair value of options granted in 2002, 2001 and 2000 reported below has been estimated at the date of grant using a Black Scholes option pricing model with the weighted average assumptions referred to in the previous section of this note.

        The Black Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models required the input of highly subjective assumptions including the expected stock price volatility. Because the Company's options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in the opinion of management, the existing models do not necessarily provide a reliable single measure of the fair value of its options.

F-36

        For purposes of pro-forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro-forma information follows (thousands except for earnings per share information):

		Year ended June 30, 2002		Year ended June 30, 2001		Year ended June 30, 2000
Net loss attributable to common stockholders ($'000)
	— as stated ($)	(52,793	)	(87,634	)	(168,089	)
	— pro-forma ($)	(53,065	)	(89,337	)	(170,182	)
Basic and diluted loss per share
	— as stated ($)	(0.33	)	(0.65	)	(1.61	)
	— pro-forma ($)	(0.33	)	(0.66	)	(1.63	)

        The impact on pro-forma net income and earnings per share in the table above may not be indicative of the effect in future years. The Group continues to grant stock options to new employees. This policy may or may not continue.

19. FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and cash equivalents

        The carrying value of cash and cash equivalents approximates their fair value due to the short term maturity of these deposits. In addition, the Group minimizes its credit risk by placing cash and cash equivalents with major banks and financial institutions located in South Africa, after evaluating the credit ratings of the respective financial institutions. The Group believes that no concentration of credit risk exists in respect of cash and cash equivalents.

Derivative financial instruments

        In the normal course of its operations, the Group is exposed to commodity price, currency, interest, liquidity and credit risks.

Commodity price risk

        In order to manage these risks, the Group may enter into transactions which make use of financial instruments. These financial instruments include gold forwards and gold option contracts. Although these instruments are used as economic hedges, they do not qualify for hedge accounting, and consequently have been marked-to-market (accounted for at fair value) in accordance with the Group's accounting policy. (Refer to note 13). The Company also had other derivative instruments (which are not used as hedges) such as gold forward purchases which were marked-to-market. It is no longer the policy of the Company to hedge its exposure to commodity price risk however, the Company will enter into options to sell gold at certain prices in order to mitigate its risk. This is reviewed on a regular basis.

F-37

Concentration of credit risk

        The Group's financial instruments do not represent a concentration of credit risk, because the Group deals with a variety of major banks and financial institutions located in South Africa and Australia, after evaluating the credit ratings of the representative financial institutions. Furthermore, its debtors and loans are regularly monitored and assessed for recoverability. Where it is appropriate to raise a provision, an adequate level of provision is maintained.

        In addition, the Group's South African operations all deliver their gold to Rand Refinery Limited which refines the gold to saleable purity levels and then sells the gold, on behalf of the Group, on the bullion market. The gold is sold by Rand Refinery on the same day as it is delivered and settlement is made within two days. Once the gold has been assayed by Rand Refinery, the risks and rewards of ownership have passed.

        The Australasian operations deliver their gold to one customer, N M Rothschild and receive proceeds within two days. The concentration of credit risk in Australia is mitigated by the reputable nature of the customer and the settlement of the proceeds within a week.

Foreign currency risk

        The Group's functional currency is the South African Rand ("ZAR"). In the normal course of business, the Group enters into transactions denominated in foreign currencies (principally sales of gold bullion), primarily United States Dollars ("US$") and Australian Dollars ("A$"). In addition, the Group has investments and liabilities in a number of different currencies (primarily US$ and A$).

        As a result, the Group is subject to foreign currency exposure from fluctuations in foreign currency exchange rates. The Group has not hedged its exposure to Rand based foreign currency rate fluctuations and the risk to the Group is reviewed on a regular basis.

Interest rates and liquidity risk

        Fluctuations in interest rates impact on the value of short term cash investments and financing activities, giving rise to interest rate risks.

        In the ordinary course of business, the Group receives cash from its operations and is required to fund working capital and capital expenditure requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimizing risks. Funding deficits for the Group's mining operations have been financed through the issue of additional shares and external borrowings.

Hedging Instruments

        The Company has entered into the following hedging transactions. These instruments do not qualify for hedge accounting under SFAS 133 Accounting for Derivative Instruments and Hedging Activities and have consequently been marked-to-market in the income statement.

F-38

19. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

	2003	2004	2005	2006
South African operations
Forward sale
Ounces	180,000	180,000	180,000	45,000
Average price (R/ounce)	2,112.00	2,176.00	2,240.00	2,256.00
Puts bought
Ounces	84,000	14,000
Average price (R/ounce)	1,967.50	1,990.00

        The fair value of these financial instruments at the latest practicable date (November 30, 2002) was negative $58.1 million.

        In the 2000 financial year Durban Roodepoort Deep, Limited entered into a "gold for electricity" contract with Eskom, South Africa's electricity supplier. In terms of this unmargined contract the Company pays Eskom 15,000 ounces of gold per month and receives 75 Gwh of electricity in return. The contract expires in September 2005.

        The Company has entered into the following transactions which have been accounted for in the financial statements on a mark-to-market basis and which mature in the years ended June 30, 2004.

	2004
South African operations
Gold lease rate swaps
Volume (ounces)	300,000
Rate	0.20%

        The fair value of the gold lease rate swaps at the latest practicable date (November 30, 2002) was a negative $0.37 million.

Fair value of financial instruments

        The following table represents the carrying amounts and fair values of the Group's financial instruments outstanding at June 30, 2002.

F-39

        The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

	June 30, 2002 $'000 Carrying amount	June 30, 2002 $'000 Fair value	June 30, 2001 $'000 Carrying amount	June 30, 2001 $'000 Fair value
Financial assets
Cash and cash equivalents	23,852	23,852	13,889	13,889
Restricted cash	—	—	271	271
Accounts receivable	12,213	12,213	15,541	15,541
Listed investments	149	149	15,975	15,975
Investment in environmental trusts	12,143	12,143	13,800	13,800
Financial liabilities
Accounts payable and other liabilities	45,862	45,862	53,197	53,197
Bank overdrafts	532	532	45	45
Deferred financial liability	80,173	80,173	87,410	87,410
Long term debt
-  long term portion	25,368	25,368	7,273	7,273
-  short term portion	15,965	15,965	22,184	22,184

        The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and short term borrowings approximates their fair values due to the short term maturities of these assets and liabilities.

        The fair value of listed investments has been determined by reference to the market value of the underlying investments. The investment in the environmental trusts is invested primarily in interest bearing securities, which approximate their fair value.

        Restricted cash consists of amounts held by certain of the Company's bankers which are not available for use by the Company as they are held in order to meet the Company's obligations under agreements between the bankers and the Company.

20. ADDITIONAL CASH FLOW INFORMATION

Year ended June 30, 2000

        During the period, DRD acquired a 13,075,051 shares in Emperor Mines Limited for a consideration of $7 million settled through the issue of 3 million DRD ordinary shares which has been excluded from the cash flow as a non-cash transaction.

        During the year Corner House (Pty) Limited, Consolidated African Mines Limited and BoE Bank performed corporate services in respect of acquisition of Hargraves Resources NL, Dome Resources NL, and Hartebeestfontein Gold Mine Limited respectively for a consideration of $3.4 million (R21 million). This transaction was settled through the issue of 1.9 million DRD ordinary shares.

        As part of the Rawas acquisition, DRD issued 8.3 million ordinary shares, worth $12,4 million to Laverton Gold NL ("Laverton"), a related party and to various Laverton creditors in part or full settlement of Laverton debts in exchange for shares in the various Rawas Group companies.

        The acquisition of all the shares of Hargraves through the issue of 12,702,835 shares valued at $19 million.

F-40

        The purchase of Dome Resources through the issue of 12,389,901 no par value shares, valued at $20 million.

Year ended June 30, 2001

        The issue of 350,000 shares to Corner House for services rendered amounting to $0.3 million.

21. COMMITMENTS AND CONTINGENT LIABILITIES

		June 30, 2002 $'000	June 30, 2001 $'000
Capital expenditure commitments:
	Contracted but not provided for in the financial statements	550	75
	Authorized by the directors but not contracted for	2,130	3,475
		2,680	3,550

22. GEOGRAPHIC AND SEGMENT INFORMATION

        Based on risks and returns the Directors consider that the primary reporting format is by business segment. The Group operates in one industry segment, being the extraction and production of gold and related by products. Therefore the disclosures for the primary segment have already been given in these financial statements.

        The Chief Operating Decision-maker is the Board of Directors, who evaluate the business based on the following geographical operational segments:

	$'000 Crown		$'000 Blyvoor		$'000 North West		$'000 West Wits		$'000 Other		2002 $'000 South African operations		2002 $'000 Australasian operations		2002 $'000 Total
Revenue	40,606		73,705		160,596		6,897		4		281,808		22,050		303,858
Result
Profit (loss) from operations	2,837		(9,169	)	(70,055	)	(1,387	)	(13,416	)	(91,190	)	(4,868	)	(96,058	)
Other operating income	117		209		1,121		41		710		2,198		588		2,786
Interest paid	(837	)	(8	)	(800	)	(3	)	(421	)	(2,069	)	(316	)	(2,385	)
Taxation (charge) benefit	(15	)	20,666		21,772		—		397		42,820		44		42,864
Profit (loss) after tax	2,102		11,698		(47,962	)	(1,349	)	(12,730	)	(48,241	)	(4,552	)	(52,793	)
Balance sheet
Mining assets	12,535		22,835		18,472		—		8,679		62,521		13,906		76,427
Net current assets/(liabilities)	9,520		6,637		(74,944	)	(12,281	)	55,462		(15,606	)	5,964		(9,642	)
Other information
Capital expenditure	1,064		1,793		3,305		43		163		6,368		1,820		8,188
Impairment of assets	—		—		—		—		(2,167	)	(2,167	)	—		(2,167	)
Total number of employees											20,405		529		20,934

        The South African operations deliver their gold to The Rand Refinery Limited, which acts as their agent in the sale of gold bullion. The Australasian operations also have one customer for their gold bullion, namely N M Rothschild.

        The Australasian operations comprise Tolukuma gold mine and its related corporate structures.

F-41

22. GEOGRAPHIC AND SEGMENT INFORMATION (Continued)

	$'000 Crown		$'000 Blyvoor		$'000 North West		$'000 West Wits		$'000 Other		2001 $'000 South African operations		2001 $'000 Australasian operations		2001 $'000 Total
Revenue	39,216		59,548		168,111		6,973		183		274,030		17,295		291,325
Result
Profit (loss) from operations	5,080		6,273		(13,882	)	756		(9,457	)	(11,230	)	(4,843	)	(16,073	)
Other operating income	161		239		824		11		3,193		4,428		271		4,699
Interest paid	(584	)	(104	)	(1,555	)	(16	)	(2,828	)	(5,087	)	(486	)	(5,573	)
Taxation (charge) benefit	(28	)	(488	)	6,877		—		(454	)	5,907		1,098		7,005
Profit (loss) after tax	4,629		5,920		(7,736	)	751		(9,546	)	(5,982	)	(3,960	)	(9,942	)
Balance sheet
Mining assets	17,527		28,429		22,465		—		17,841		86,262		23,299		109,561
Net current assets/(liabilities)	(22,037	)	(7,178	)	(16,061	)	(13,672	)	51,134		(7,814	)	(8,686	)	(16,500	)
Other information
Capital expenditure	662		1,638		1,849		739		701		5,589		727		6,316
Impairment of assets	—		—		—		—		(2,752	)	(2,752	)	—		(2,752	)
Total number of employees											18,653		463		19,116

        The South African operations deliver their gold to The Rand Refinery Limited, which acts as their agent in the sale of gold bullion. The Australasian operations also have one customer for their gold bullion, namely N M Rothschild.

        The Australasian operations comprise Tolukuma gold mine and its related corporate structures.

F-42

22. GEOGRAPHIC AND SEGMENT INFORMATION (Continued)

	$'000 Crown		$'000 Blyvoor		$'000 North West		$'000 West Wits		$'000 Other		2000 $'000 South African operations		2000 $'000 Australasian operations		2000 $'000 Total
Revenue	40,150		58,858		170,937		23,246		11,681		304,872		22,697		327,568
Result
Profit (loss) from operations	(1,326	)	(3,629	)	(1,905	)	(25,667	)	(67,186	)	(99,713	)	(67,026	)	(166,739	)
Other operating income	213		314		1,646		34		2,047		4,254		(2,751	)	1,503
Interest paid	(1,134	)	(132	)	(2,728	)	(30	)	(477	)	(4,501	)	—		(4,501	)
Taxation (charge) benefit	(59	)	524		(2,469	)	—		956		(1,048	)	2,772		1,724
Profit (loss) after tax	(2,306	)	(2,923	)	(5,456	)	(25,663	)	(64,660	)	(101,008	)	(67,005	)	(168,013	)
Balance sheet
Mining assets	14,430		33,381		31,846		—		33,206		112,863		35,992		148,855
Net current assets/(liabilities)	(4,636	)	(10,666	)	6,248		(13,382	)	(11,643	)	(34,079	)	1,969		(32,110	)
Other information
Capital expenditure	6,506		5,430		2,013		2,650		975		17,574		2,080		19,654
Impairment of assets	—		—		—		(20,898	)	(16,691	)	(37,589	)	(30,944	)	(68,533	)
Total number of employees											19,826		354		20,180

        The South African operations deliver their gold to The Rand Refinery Limited, which acts as their agent in the sale of gold bullion. The Australasian operations also have one customer for their gold bullion, namely N M Rothschild.

        The Australasian operations comprise Browns Creek gold mine and Tolukuma gold mine and their related corporate structures. Browns Creek ceased operations as a result of flooding during 2000.

F-43

23.    SUBSEQUENT EVENTS

        On July 1, 2002, we engaged in a transaction consistent with our black empowerment strategy by entering into a share purchase agreement with Crown Consolidated Gold Recoveries Ltd, or Crown, Industrial Development Corporation, or IDC, and Khumo Bathong Holdings (Pty) Limited or KBH. Under this share purchase agreement, we sold 57% of our interest in CGR to IDC and 3% of our interest in CGR to KBH.

        On July 1, 2002, KBH subscribed for 4,794,889 ordinary shares of ours for a subscription price of R68 million ($6.4 million). This represents 2.6% of the total number of our ordinary shares outstanding as of September 30, 2002. The subscription agreement entered into by us and KBH places restrictions on KBH's ability to sell or otherwise dispose of these shares.

        In October 2002, CGR entered into an agreement to acquire 100% of the outstanding share capital of and loan accounts in ERPM for R100 million ($9.5 million). This transaction was approved by the South African competition authorities in November 2002. In connection with this transaction, we have provided ERPM with a loan of R10 million ($1 million). In addition, an amount of R60 million ($5.7 million) was lent by us to CGR.

        On November 12, 2002 we issued $66,000,000 6% Senior Convertible Notes due 2006, in a private placement. We issued the notes at a purchase price of 100% of the principal amount thereof. If not converted or previously redeemed, the notes will be repaid at 102.5% of their principal amount plus accrued interest on the fifth business day following their maturity date in November 2006. The notes are convertible into our ordinary shares, or, under certain conditions, ADRs, at a conversion price of $3.75 per share or ADR, subject to adjustment in certain events.

        On December 16, 2002, the Company announced the acquisition of 14% of Emperor Mines NL, an Australian listed company, for A$11,4m ($7.8m).

F-44

SIGNATURES

        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf

	DURBAN ROODEPOORT DEEP, LIMITED
	By:	/s/  M. M. WELLESLEY-WOOD Name: M. M. Wellesley-Wood Title: Chairman & Chief Executive Officer
Date: December 31, 2002

CERTIFICATIONS

I, Mark M. Wellesley-Wood, certify that:

1.

I have reviewed this annual report on Form 20-F of Durban Roodepoort Deep, Limited;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a.

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c.

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a.

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: December 31, 2002

/s/  M. M. WELLESLEY-WOOD M. M. Wellesley-Wood
Chairman and Chief Executive Officer

CERTIFICATIONS

        I, Ian Louis Murray, certify that:

1.

I have reviewed this annual report on Form 20-F of Durban Roodepoort Deep, Limited;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a.

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c.

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a.

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: December 31, 2002

/s/  IAN LOUIS MURRAY Ian Louis Murray
Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Exhibit
1.2	Articles of Association of Durban Roodepoort Deep, Limited, as amended on November 8, 2002.
2.2	Indenture between Durban Roodepoort Deep, Limited, as Issuer, and The Bank of New York, as Trustee, dated November 12, 2002.
2.3	Purchase Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.
2.4	Registration Rights Agreement between Durban Roodepoort Deep, Limited and CIBC World Markets Corp., dated November 4, 2002.
2.5	Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of $61,500,000 issued pursuant to Rule 144A of the Securities Act of 1933, as amended.
2.6	Durban Roodepoort Deep, Limited 6% Senior Convertible Note Due 2006 in the amount of $4,500,000 issued pursuant to Regulation S under the Securities Act of 1933, as amended.
4.35	Master Finance Lease between Volvo Truck Finance Australia (Pty) Ltd and Dome Resources N.L., dated November 1, 2000.
4.36	Agreement between Durban Roodepoort Deep, Limited and Rand Refinery Ltd, dated October 12, 2001.
4.37	Share Purchase Agreement between Crown Consolidated Gold Recoveries Ltd, The Industrial Development Corporation of South Africa Ltd, Khumo Bathong Holdings (Pty) Ltd and Durban Roodepoort Deep, Limited, dated June 12, 2002.
4.38	Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 12, 2002.
4.39	Addendum to Shareholder's Agreement between The Industrial Development Corporation of South Africa Limited, Khumo Bathong Holdings (Pty) Ltd, Crown Consolidated Gold Recoveries Ltd, Crown Gold Recoveries (Pty) Ltd. and Durban Roodepoort Deep, Limited, dated June 14, 2002.
4.40	Subscription Agreement between Khumo Bathong Holdings (Pty) Limited and Durban Roodepoort Deep, Limited, dated June 12, 2002.
4.41	Loan Agreement between Durban Roodepoort Deep, Limited and Khumo Bathong Holdings (Pty) Ltd, dated June 12, 2002.
4.42	Memorandum of Loan Agreement No. 1 between Durban Roodepoort Deep and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.
4.43	Memorandum of Loan Agreement No. 2 between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.
4.44	Memorandum of Loan Agreement No. 3 between Crown Consolidated Gold Recoveries Ltd and Crown Gold Recoveries (Pty) Ltd, dated June 12, 2002.
4.45	Loan Agreement between Industrial Development Corporation of South Africa Ltd. and Blyvooruitzicht Gold Mining Company Ltd, dated July 18, 2002.
4.46	Agreement of Loan and Pledge between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated September 18, 2002.

4.47	Management Services Agreement between Durban Roodepoort Deep, Limited, Khumo Bathong Holdings (Pty) Ltd and Crown Gold Recoveries (Pty)Ltd, dated October 1, 2002.
4.48	Agreement amongst Durban Roodepoort Deep, Limited, West Witwatersrand Gold Mines Limited and Bophelo Trading (Pty) Ltd, dated October 1, 2002.
4.49	Letter Agreement between Durban Roodepoort Deep, Limited and The Standard Bank of South Africa, represented by its Standard Corporate and Merchant Bank Division, dated October 7, 2002.
4.50	Memorandum of Agreement between Daun Et Cie A.G., Courthiel Holdings (Pty) Ltd, Khumo Bathong Holdings (Pty) Ltd, Claas Edmond Daun, Paul Cornelis Thomas Schouten, Moltin Paseka Ncholo, Michelle Patience Baird, Derek Sean Webbstock, as sellers, and Crown Gold Recoveries (Pty) Ltd, as purchaser, dated October 10, 2002.
4.51	Memorandum of Loan Agreement between Durban Roodepoort Deep, Limited and Crown Gold Recoveries (Pty) Ltd, dated October 10, 2002.
4.52	Letter Agreement Relating to Consultancy Arrangement between Durban Roodepoort Deep, Limited and Nicolas Goodwin.
4.53	Management Services Agreement between Durban Roodepoort Deep, Limited and East Rand Proprietary Mines Ltd, dated October 10, 2002.
4.54	Agreement for sale of shares in Emperor Mines Limited, between DRD (Isle of Man) Limited and Kola Ventures Limited, dated December 13, 2002.
8.1	List of Subsidiaries.
10.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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DURBAN ROODEPOORT DEEP, LIMITED ANNUAL REPORT ON FORM 20-F TABLE OF CONTENTS
PART I
Selected Consolidated Financial Data (in thousands, except share and ounce data)
GROUP STRUCTURE
PART II
PART III
DURBAN ROODEPOORT DEEP, LIMITED Report of the Independent Auditors to the Board of Directors and Stockholders of Durban Roodepoort Deep, Limited
Durban Roodepoort Deep, Limited Consolidated Statements of Operation for the years ended June 30
Durban Roodepoort Deep, Limited Consolidated Balance Sheets at June 30
Durban Roodepoort Deep, Limited Consolidated Statements of Cash Flows For the years ended June 30
Durban Roodepoort Deep, Limited Notes to the Consolidated Financial Statements At June 30
SIGNATURES
CERTIFICATIONS
CERTIFICATIONS
EXHIBIT INDEX

EX-1.2

                                                                    EXHIBIT 1.2



                            REPUBLIC OF SOUTH AFRICA

                               COMPANIES ACT, 1973

                                  (as amended)



                      ARTICLES OF ASSOCIATION OF A COMPANY
                       HAVING A SHARE CAPITAL NOT ADOPTING
                                   SCHEDULE 1


                         (Section 60(1) : Regulation 18)



                           Registration No. of Company

                                 1895/000926/06



                NAME OF COMPANY : DURBAN ROODEPOORT DEEP, LIMITED
                                 ("the Company")



                                                                               2

                        INDEX TO ARTICLES OF ASSOCIATION
                                       OF
                         DURBAN ROODEPOORT DEEP, LIMITED



                                            Article        Page
                                                     
TABLES "A" AND "B"                                         5

INTERPRETATION                              1              5 - 6

ALLOTMENT AND ISSUE OF CAPITAL              2 - 18         6 - 8

ALTERATION OF CAPITAL                       19 - 20        8 - 10

REDUCTION OF CAPITAL                        21 - 22        10

ACQUISITION OF SHARES BY THE
COMPANY                                     22A            11

DISTRIBUTIONS                               22B            11

MEMBERSHIP

    Title to Shares                         23 - 26        11 - 12

    Share Certificates                      27 - 31        12 - 13

    Share Warrants                          32 - 35        13 - 14

    Instruments of Transfer                 36 - 39A       14 - 15

GENERAL MEETINGS

    Constitution                            40 - 47        15 - 16

    Quorum                                  48             17

    Chairman                                49 - 50        17

    Adjournment                             51 - 54        18

    Business                                55 - 57        18 - 19

    Resolutions                             58 - 64        19 - 20

    Entitlement to Vote                     65 - 66        20

    Representation, Proxies                 67 - 75        21
    and Power of Attorney




                                                                               3

                                                     
DIRECTORS

    Number                                  76             23

    Appointment                             77 - 79        23

    Qualification                           80             23

    Management of the Company               81             23

    Powers                                  82 - 84        24

    Remuneration                            85 - 86        24

    Disclosure of Interests                 87 - 89        24 - 26

    Rotation                                90 - 92        26 - 27

    Vacation of Office                      93 - 94        27

    Alternate Directors                     95 - 98        28

DIRECTORS' MEETINGS

    Constitution                            99 - 106       28 - 29

    Resolutions                             107 - 108      29

    Circulated Resolutions                  109            30

EXECUTIVE DIRECTORS                         110 - 114      30 - 31

COMMITTEES                                  115 - 121      31 - 32

AGENTS                                      122 - 123      32

BORROWING POWERS                            124 - 129      32 - 33

RESERVES                                    130 - 131      34

DIVIDENDS

    Declaration                             132 - 135      34 - 35

    Payment                                 136 - 140      35

    Forfeiture                              141            35 - 36

CAPITALISATION                              142 - 145      36





                                                                               4

                                                     
PENSION FUNDS                               146 - 147      36 - 37

CLUBS AND CHARITIES                         148            37

RECORDS

    Registers                               149 - 154      37 - 38

    Minutes                                 155 - 156      38 - 39

    Accounting Records                      157 - 159      39

ANNUAL FINANCIAL STATEMENTS                 160 - 162      39 - 40

AUDIT                                       163 - 169      40 - 41

NOTICES

    By hand or by Post                      170 - 172      41 - 42

    By Advertisement                        173 - 175      42

    Procedure                               176 - 179      42 - 43

    Notice of General Meetings              180            43

VALIDITY OF ACTS                            181 - 183      43 - 44

WINDING-UP                                  184 - 185      44

LIABILITY                                   186 - 187      44

PREFERRED ORDINARY SHARES                   188            45 - 48

'A' ORDINARY SHARES                         189            48

CUMULATIVE PREFERENCE SHARES                190            48 - 52

'A' PREFERENCE SHARES                       191            52 - 54

CONSOLIDATION OF SHARES OF
ANY CLASS                                   192            54

COMMUNICATION BY ELECTRONIC
MEDIUM                                      193 - 194      54 - 55





                                                                               5

TABLES "A" AND "B"

A.   The Articles of Table "A" and Table "B" contained in Schedule 1 to the
     Companies Act, 1973, as amended, shall not apply to the Company.

B.   The Articles of the Company are as follows:

INTERPRETATION

1.   In the interpretation of these Articles and unless inconsistent with the
     context, words signify the singular number shall include the plural and
     vice versa, and words importing persons shall include companies and
     corporations and words signifying the masculine gender shall include the
     feminine gender and words defined in the Statutes shall have the meaning
     there assigned to them unless the context otherwise indicates, and the
     following words and expressions shall have the following meanings unless
     excluded by the subject or context, namely:

     (a)  "Act" means the Companies Act No. 61 of 1973, as amended from time to
          time;

     (b)  "agent" means the agent duly appointed under general or special power
          of attorney;

     (c)  "CHESS" MEANS THE CLEARING HOUSE ELECTRONIC SUBREGISTER SYSTEM WHICH
          IS THE ELECTRONIC TRANSFER SYSTEM IMPLEMENTED BY THE AUSTRALIAN STOCK
          EXCHANGE LIMITED;

     (d)  "CUFS" MEANS THE CHESS UNITS OF FOREIGN SECURITIES WHICH ARE
          DEPOSITARY INSTRUMENTS OF BENEFICIAL OWNERSHIP ENABLING THE COMPANY TO
          HAVE ITS SECURITIES ELECTRONICALLY CLEARED AND SETTLED ON THE
          AUSTRALIAN STOCK EXCHANGE LIMITED;

     (e)  "director" includes any person occupying the position of director or
          alternate director of a company, by whatever name he may be
          designated, or the directors acting as a board;

     (f)  "Gazette" means the Government Gazette of the Republic;

     (g)  "listed company" means a company any of whose shares are listed on the
          JSE Securities Exchange South Africa;

     (h)  "member" means a registered holder of shares in the Company;

     (i)  "Memorandum" means the Memorandum of Association of the Company;



                                                                               6

     (j)  "office" means the registered office for the time being of the
          Company;

     (k)  "representative" means a representative of a company or other body
          corporate appointed in terms of Section 188 of the Act;

     (l)  "Republic" means the Republic of South Africa as existing from time to
          time;

     (m)  "transfer office" means the office for the time being of the transfer
          secretaries or of the United Kingdom registrars and transfer agents;

     (n)  "writing" means any writing however produced or communicated, included
          telex or telegram and appearing in any one or more forms of any kind,
          including manuscript, typescript, print, lithograph or photograph;

     (o)  "year" means the Company's financial year and "month" means a calendar
          month;

     (p)  "shares" and "debentures" mean respectively the shares and debentures
          from time to time of the Company;

     (q)  the headings appearing herein are inserted for reference purposes only
          and shall not affect the interpretation of these Articles.

ALLOTMENT AND ISSUE OF CAPITAL

2.   Shares may, subject to the provisions of articles 4 to 19 inclusive, be
     allotted and issued by the Company to such persons, at such times, on such
     terms and conditions and with such preferred, deferred or other rights and
     with such restrictions in regard to dividend, return of share capital or
     otherwise as the Company in general meetings may determine.

3.   The Company in general meeting may delegate to the directors, to such
     extent and on such conditions as the Company may, in its sole discretion,
     see fit, the power conferred on the Company in terms of article 2 to
     prescribe to whom, at what time or times and on what terms and conditions
     any unissued shares, may be allotted and issued. Such delegated power shall
     be subject to the restrictions contained in Section 221 and 222 of the Act.

4.   The Company may, before the issue of any new shares, determine that the
     same or any of them shall be offered in the first instance and either at
     par or at a premium or at a stated value in respect of shares having no par
     value, to all the members in proportion to the amount of the capital held
     by them, or make any other provision as to the allotment and issue of the
     new shares.



                                                                               7

5.   Except insofar as is otherwise provided by the conditions of issue or by
     these Articles, any capital raised by the creation of new shares shall be
     considered part of the original capital, and shall be subject to the
     provisions herein contained with reference to transfer and transmission and
     otherwise.

6.   Nothing contained in these Articles shall preclude the directors from
     allowing the allotment of any shares to be renounced in favour of some
     other person.

7.   Shares may be issued at par or at a premium or, subject to Section 81 of
     the Act, at a discount, or may be issued at a stated value in respect of
     shares having no par value.

8.   No partly paid-up shares shall be allotted and issued except in terms of
     Section 92 of the Act.

9.   Where the Company issues shares at a premium, whether for cash, or
     otherwise, a sum equal to the aggregate amount of value of the premiums on
     those shares shall be transferred to an account to be called the Share
     Premium Account.

10.  Subject to any restrictions contained in Section 80 of the Act, the Company
     may at any time pay a commission to any person in consideration for
     subscribing or agreeing to subscribe (whether absolutely or conditionally)
     for any shares in the Company or procuring or agreeing to procure any
     subscription (whether absolutely or conditionally) for any shares in the
     Company. Such commission shall not exceed 10% (ten per centum) of the issue
     price of such shares and may be paid or agreed to be paid out of capital or
     out of profit, whether current or carried forward or standing to reserve,
     or out of both capital and profit. Any such commission may be satisfied in
     whole or in part in fully paid-up shares in the Company, provided that no
     such commission, or any portion thereof, shall be paid in shares without
     the prior approval of the Company in general meeting.

11.  Where shares are issued for the purpose of raising money to defray expenses
     incurred in the construction or provision of any works, buildings or plant,
     then, if such works, buildings or plant, as the case may be, cannot be made
     profitable for a lengthy period, interest may (subject to any restrictions
     contained in Section 79 of the Act), be paid at a rate to be determined by
     the Company or by the directors. Such interest shall not exceed any maximum
     rate permitted in terms of Section 79 of the Act.

12.  No shares shall be issued which are, or which at the option of any party
     are, liable to be redeemed, other than preference shares.

13.  Where the Company issues, for cash, shares having no par value, the entire
     proceeds of the issue of the shares shall be transferred to the Stated
     Capital Account.



                                                                               8

14.  If shares having no par value are issued by the Company for a consideration
     other than cash, a sum equal to the value of the consideration as
     determined by the directors shall be transferred to the Stated Capital.

15.  The Share Premium Account and the Stated Capital Account may be applied by
     the Company in writing off:

     (a)  The preliminary expenses of the Company;

     (b)  The expenses of, or the commission paid on, the creation or issue of
          any shares created or issued for cash, or for a consideration other
          than cash.

16.  No new capital may be issued in the form of stock but paid-up shares may be
     converted into stock in terms of article 19(j).

17.  The rights, privileges and advantages enjoyed by any number of shares
     converted to shares shall accrue to the stock arising from such conversion
     and shall be enjoyed by the several stockholders in proportion to the
     quantities of stock respectively held by them. Notwithstanding the
     aforegoing, at any meeting of the members of the Company and at any meeting
     of any class of members of the Company:

     (a)  On a show of hands, no stockholder shall be entitled to vote unless
          the stock held by him is proportionally equivalent to at least one of
          the shares from which such stock arises;

     (b)  On a poll, each stockholder shall have the same number of votes as if
          such stock consisted of as many units of equivalent number and value
          as the number and par value of the shares so converted.

          Save as aforesaid and subject to article 18, all the provisions
          contained in these Articles shall, as far as circumstances permit,
          apply to stock as well as to shares.

18.  The several holders of any stock may transfer their respective interests
     therein, or any part of such interests, in such manner as the Company in
     general meeting shall direct, but in default of such directive then in the
     same manner and subject to the same regulations as and subject to which any
     paid-up shares may be transferred, or as near thereto as circumstances will
     permit. The directors may from time to time, if they think fit, fix the
     minimum amount of stock transferable.

ALTERATION OF CAPITAL

19.  The Company may by special resolution:



                                                                               9

     (a)  increase its authorised share capital by such sum divided into shares
          of such amount or by such number of shares of no par value as the
          resolution shall prescribe;

     (b)  increase its paid-up share capital constituted by shares of no par
          value by transferring reserves or profits to the Stated Capital
          Account, with or without an issue of shares, but no such shares shall
          be issued except to the extent authorised by the Memorandum;

     (c)  consolidate and divide all or any part of its shares having a par
          value into shares of a larger amount than its existing shares having a
          par value;

     (d)  increase the number of its no par value shares without an increase of
          its stated capital;

     (e)  sub-divide all or any part of its shares having a par value into
          shares of smaller amount than its existing shares having a par value;

     (f)  convert all of its ordinary or preference share capital consisting of
          shares having a par value into stated capital constituted by shares of
          no par value : provided that there shall be transferred to the Stated
          Capital Account:

          (i)     the whole of such ordinary or preference share capital, as the
                  case may be; and

          (ii)    the whole of the share premium account or that part thereof
                  attributable to the shares so converted;

     (g)  convert its stated capital constituted by ordinary or preference
          shares of no par value into share capital consisting of shares having
          a par value provided that there shall be transferred to the Share
          Capital Account or Accounts of the Company the whole of the Stated
          Capital Account or that part thereof attributable to the shares so
          converted; fractions, fractional surpluses or amounts arising in
          respect of the nominal share capital or the Stated Share Capital may
          be rounded off but material reductions shall be placed to a
          non-distributable reserve;

     (h)  vary the rights attached to any shares whether issued or not yet
          issued;

     (i)  convert any of its issued or unissued shares into shares of another
          class;



                                                                              10

     (j)  convert any of its paid-up shares into stock, and reconvert any stock
          into any number of paid-up shares of any denomination; or

     (k)  convert any of its issued shares into preference shares that can be
          redeemed, subject to the provisions of Section 99 of the Act.

20.  If at any time the issued share capital is divided into different classes
     of share, the rights attached to any class, unless otherwise provided by
     the terms of issue of that class, may not be varied except with the consent
     in writing of the holders of not less than three-fourths of the issued
     shares of that class or with the sanction of a resolution passed at a
     separate general meeting of the holders of shares of that class, and the
     provisions of Section 199 of the Act and the provisions of these articles,
     shall mutatis mutandis apply to the said resolution and meeting as if the
     resolution were a special resolution and the meeting were a general meeting
     of the Company. Notwithstanding the foregoing, the quorum of such a meeting
     shall be at least 3 (three) members, or 75% (seventy five per centum) of
     the members of that class, whichever is the lesser, present in person or by
     their representatives, agents or proxies, holding at least one half of the
     issued shares of that class. A share shall be a share of a different class
     from another share if the two shares do not rank pari passu in every
     respect.

REDUCTION OF CAPITAL

21.  THE COMPANY MAY FROM TIME TO TIME, BY SPECIAL RESOLUTION, REDUCE THE SHARE
     CAPITAL AUTHORISED BY ITS MEMORANDUM.

21A. SUBJECT TO THE ACT AND SUBJECT TO SUCH AUTHORITIES, CONSENTS AND
     REQUIREMENTS AS MAY FROM TIME TO TIME BE STIPULATED BY LAW AND THE LISTINGS
     REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA AND ANY OTHER
     STOCK EXCHANGE UPON WHICH THE SHARES OF THE COMPANY MAY BE QUOTED OR
     LISTED, THE COMPANY MAY FROM TIME TO TIME REDUCE ITS ISSUED SHARE CAPITAL,
     SHARE PREMIUM ACCOUNT, STATED CAPITAL AND/OR CAPITAL REDEMPTION RESERVE
     FUND BY THE PASSING OF AN ORDINARY RESOLUTION.

22.  In particular and without prejudice to the generality of the POWERS IN
     ARTICLES 21 AND 22, the Company may:-

     (a)  BY SPECIAL RESOLUTION, cancel shares, which, at the date of the
          passing of the resolution, have not been taken or agreed to be taken
          by any person, and diminish the amount of the authorised share capital
          by the amount of the shares so cancelled;

     (b)  BY ORDINARY RESOLUTION, with or without extinguishing or reducing the
          liability on any of its shares:

          (i)     cancel any issued share capital which is lost, or
                  unrepresented available assets; or



                                                                              11

          (ii)    pay off any issued share capital which is in excess of the
                  requirements of the Company; or

     (c)  BY SPECIAL RESOLUTION redeem any redeemable preference shares of the
          Company.

ACQUISITION OF SHARES BY THE COMPANY

22A. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE ARTICLES AND
     SUBJECT TO THE ACT AND THE REQUIREMENTS FROM TIME TO TIME OF THE JSE
     SECURITIES EXCHANGE SOUTH AFRICA AND ANY OF THE STOCK EXCHANGE UPON WHICH
     THE SHARES OF THE COMPANY MAY BE QUOTED OR LISTED, THE COMPANY MAY FROM
     TIME TO TIME BY SPECIAL RESOLUTION APPROVE THE ACQUISITION OF SHARES ISSUED
     BY IT OR ISSUED BY ITS HOLDING COMPANY IN ANY WAY AND AT ANY PRICE.

DISTRIBUTIONS

22B. SUBJECT TO SECTION 90 OF THE ACT AND THE PROVISIONS OF ARTICLE 21A, THE
     COMPANY IS HEREBY AUTHORISED TO MAKE PAYMENTS IN CASH OR IN SPECIE TO ITS
     SHAREHOLDERS WITHOUT DETRACTING FROM THE GENERALITY OF THE FOREGOING:

     a)   THE COMPANY IN GENERAL MEETING MAY, UPON RECOMMENDATION OF THE
          DIRECTORS AT ANY TIME RESOLVE THAT ANY SURPLUS MONIES IN THE HANDS OF
          THE COMPANY REPRESENTING CAPITAL PROFITS ARISING FROM THE REASLISATION
          OF ANY CAPITAL ASSETS AND NOT REQUIRED FOR THE PAYMENT OF ANY FIXED
          PREFERENTIAL DIVIDEND, SHALL BE DISTRIBUTED AMONGST THE ORDINARY
          SHAREHOLDERS;
     b)   NO SUCH PROFIT SHALL BE DISTRIBUTED UNLESS THE COMPANY SHALL HAVE
          SUFFICIENT OTHER ASSETS TO ANSWER IN FULL THE LIABILITIES AND TO COVER
          THE PAID UP SHARE CAPITAL OF THE COMPANY.

MEMBERSHIP

TITLE TO SHARES

23.  The registered holder or holders of any shares shall, during his or their
     respective lifetimes and while not subject to any legal incapacity, be the
     only person or persons recognised by the Company as having any right to or
     in respect of such shares and, in particular, the Company shall not be
     bound to recognise:

     (a)  that the registered holder or holders hold such shares upon trust for,
          or as the nominees or, any other person; or



                                                                              12

     (b)  that any person, other than the registered holder or holders, holds
          any contingent, future or partial interest in any fractional part of
          any of such shares.

24.  Where any share is registered in the names of two or more persons they
     shall be deemed to be joint holders. Accordingly where any member dies, the
     survivor or survivors, where the deceased was a joint holder, and the
     executor of the deceased, where the deceased was the sole holder, shall be
     the only persons recognised by the Company as having any right to the
     interest of the deceased in any shares of the Company.

25.  The Company may enter in the register as member, nomine officii, of the
     Company, the name of any person who submits proof of his appointment as the
     executor, administrator, trustee, curator or guardian in respect of the
     estate of a deceased member of the Company or of a member whose estate has
     been sequestrated or of a member who is otherwise under disability or has
     the liquidator of any body corporate in the course of being wound up which
     is a member of the Company, and any person whose name has been so entered
     in the register shall be deemed to be a member of the Company.

26.  A person producing evidence of his entitlement to any shares in terms of
     article 28 shall be entitled to the same dividends and other advantages to
     which he would be entitled if he were the registered holder of these
     shares, except that he shall not, before being registered as a member in
     respect of such shares, be entitled to vote in respect of such shares at
     any general meeting, or at any meeting of the holders of that class of
     shares to which such shares belong, except in terms of the provisions of
     article 65 (b) and (c).

SHARE CERTIFICATES

27.  Every person whose name is entered in the register of members as the holder
     of shares of any class and every person who transfers a part of his holding
     of shares of any class, shall be entitled to receive FREE OF CHARGE within
     21 (twenty-one) days after allotment of lodgment for transfer 1 (one)
     certificate for all, or for the balance of his shares of that class, as the
     case may be. The Company may at its discretion adopt the certification
     procedure provided for in Section 136 of the Act. A certificate for any
     shares registered in the names of two or more persons shall be delivered to
     the person first names in the register as a holder thereof, and such
     delivery shall satisfy the entitlement of all joint holders of such shares
     to share certificates in pursuance of this article. If a share certificate
     is defaced, lost or destroyed, it may be renewed FREE OF CHARGE and on such
     terms, as to evidence and indemnity as the directors may think fit.

28.  Certificates of title to shares, options on shares, or other documents of
     title shall be issued under the authority of the directors, or under the
     authority of any local committee duly authorised by resolution of the
     directors, in



                                                                              13

     such manner and form as the directors shall, subject to articles 29, 30 and
     31, from time to time prescribe.

29.  Every certificate of title to shares or options on shares shall specify the
     number and type of shares in respect of which they are issued.

30.  If any shares are numbered, all such shares shall be numbered in numerical
     progression beginning with the number one and each share certificate shall
     specify the numbers of the shares in respect of which it is issued. If any
     shares do not have distinguishing numbers, each certificate in respect of
     such shares shall be numbered in numerical progression and shall be
     distinguished by its appropriate number.

31.  The certificates of title to shares and debentures and to options on shares
     and debentures shall be issued under the authority of the directors, in
     such manner and form as the directors may from time to time prescribe. Such
     certificates shall bear the signature of 2 (two) directors and of the
     secretary or transfer secretary or of 2 (two) members of a local committee
     and of the local secretary or alternatively shall be under the seal of the
     Company and shall bear the signature of one director and of the secretary
     or transfer secretary or of one member of a local committee and of the
     local secretary or transfer secretary. All such signatures shall be
     autographic unless the directors by resol7ution shall determine that the
     said signatures generally or in any particular case or cases shall be
     affixed by some method of mechanical signature which is controlled by the
     internal or external auditors or transfer auditors or bankers of the
     Company or such other person as may be acceptable to any stock exchange
     upon which the Company's shares may from time to time be listed or quoted.

SHARE WARRANTS

32.  The directors or, if so authorised, any local committee appointed by them,
     may issue warrants relating to fully paid-up shares, stating that the
     bearer is entitled to the shares therein specified, and may provide, by
     coupons or otherwise, for the payment of future dividends on the shares
     represented by such warrants. The directors may from time to time determine
     the terms and conditions upon which share warrants shall be issued.

33.  (a)  The bearer of a share warrant may at any time deposit the warrant at
     the transfer office of the Company, and while the warrant remains deposited
     the depositor shall have the same right to sign a requisition to call a
     meeting of the Company, and to attend, vote and exercise the other
     privileges of a member at a meeting as if his name were inserted in the
     register of members as the holder of the shares included in the deposited
     warrant, provided that such share warrant shall be deposited at the
     transfer office not later than 48 (forty-eight) hours (Saturdays, Sundays
     and public holidays excluded) before the meeting. Not more than one



                                                                              14

     person shall be recognised as depositor of the share warrant. The Company
     shall, on written request, return the deposited share warrant to the
     depositor.

     (b)  Except in terms of paragraph A, no bearer of a share warrant shall
     sign a requisition to call a meeting of the Company, or shall attend, vote
     or exercise any other privilege of a member at a meeting of the Company, or
     be entitled to receive any notices from the Company; but the bearer of a
     share warrant shall be entitled in all other respects to the same
     privileges and advantages as if he were names in the register of members as
     the holder of the shares included in the warrant.

     (c)  The bearer of a share warrant shall be entitled, on surrendering it
     for cancellation, to have his name entered as a member in the register of
     members.

34.  The directors may from time to time determine:

     (a)  the conditions upon which any new share warrants or coupons may be
          issued in place of warrants worn out, defaced or destroyed; provided
          however, that no new share warrant shall be issued in place of one
          alleged to be lost unless the Company is satisfied beyond reasonable
          doubt that the original has been destroyed; and

     (b)  the conditions upon which any share warrant may be surrendered for
          cancellation with a view of entering the name of the holder in the
          register of members and issuing in place of such share warrant a share
          certificate or certificates in respect of the shares in question.

     The holder of a share warrant shall be bound by any determination by the
     directors in terms of this article 34 for the time being in force whether
     made before or after the issue of such warrant.

35.  A share warrant shall be transferred by delivery of the warrant and not by
     instrument of transfer, and the provisions of articles 36 to 39 inclusive
     shall not apply to share warrants.

INSTRUMENTS OF TRANSFER

36.  Any member may transfer all or any of his shares by instrument in writing
     in any usual or common form or any other form which the directors may
     approve.

37.  Every such instrument shall be executed by the transferor, or if the
     directors determine, by the transferor and the transferee, and the
     transferor shall be deemed to remain the holder of the share until the name
     of the transferee is entered in the register of members in respect thereof.



                                                                              15

38.  Every power of attorney given by a member authorising the transfer of
     shares, shall, when lodged, produced or exhibited to the Company or any of
     its officers, be deemed as between the Company and the grantor of the power
     to continue and remain in full force and effect, and the Company may allow
     that power to be acted upon until such time as express notice in writing of
     its revocation has been lodged at the transfer office. Notwithstanding
     receipt of such notice of revocation the Company shall be entitled to give
     effect to any instrument of transfer which is certified by an official of
     the Company to have been received by the Company prior to the receipt of
     such revocation provided that such instrument would, but for such
     revocation, have been validly and regularly executed. The Company shall not
     be bound to allow the exercise or any act or matter by an agent for a
     member unless a duly certified copy of that agent's authority be produced
     and lodged with the Company.

39.  Every instrument of transfer shall be left at the transfer office
     accompanied by a certificate of shares to be transferred unless such
     instrument of transfer has been certified in terms of Section 136 of the
     Act. The directors may dispense with the production of the certificate on
     good cause being shown. SUBJECT TO ARTICLE 39B, the directors may decline
     to recognise any instrument of transfer unless:

     (a)  the instrument of transfer is accompanied by the share certificate to
          which it relates, (or is certified in terms of Section 136 of the
          Act), and such other evidence as the directors may reasonably require
          to show the right of the transferor to make the transfer; and

     (b)  the share transfer duty thereon has been paid.

39A  NO FEE SHALL BE CHARGED FOR THE REGISTRATION OF A TRANSFER OF A SHARE OR OF
     ANY OTHER DOCUMENT RELATING TO OR AFFECTING THE TITLE TO ANY SHARE.

39B  (a) IN RESPECT OF CUFS TRANSFERS, THE DIRECTORS MAY DECLINE TO REGISTER A
     CUFS TRANSFER RECEIVED UNDER ARTICLE 39 WHERE IT IS NOT IN REGISTRABLE FORM
     OR THE REFUSAL TO REGISTER THE TRANSFER IS PERMITTED UNDER THE LISTING
     RULES OF THE AUSTRALIAN STOCK EXCHANGE LIMITED.

     (b) IF THE DIRECTORS DECLINE TO REGISTER A TRANSFER UNDER ARTICLE 39B (a),
     THE COMPANY MUST GIVE TO THE PARTY LODGING THE TRANSFER WRITTEN NOTICE OF
     THE REFUSAL AND THE PRECISE REASONS FOR THE REFUSAL WITHIN 5 BUSINESS DAYS
     AFTER THE DATE ON WHICH THE TRANSFER WAS LODGED WITH THE COMPANY, BUT
     FAILURE TO DO SO WILL INVALIDATE THE DECISION OF THE DIRECTORS TO DECLINE
     TO REGISTER THE TRANSFER.

GENERAL MEETINGS

CONSTITUTION



                                                                              16

40.  The directors may at any time convene general meetings of the Company. The
     directors shall convene a general meeting upon the requisition of members
     terms of Section 181 of the Act. The members empowered by Section 180 of
     the Act may convene a general meeting in terms of that section.

41.  (a)  The company shall hold its first annual general meeting within 18
     (eighteen) months after the date of its incorporation and thereafter it
     shall hold an annual general meeting in respect of each financial year:
     provided that not more than15 (fifteen) months shall elapse between the
     date of one annual general meeting and that of the next, and that an annual
     general meeting shall be held within 6 (six) months after the expiration of
     each financial year of the Company. Other general meetings of the Company
     may be held at any time.

41.  (b)  Notwithstanding the provisions of Article 41 (a), if the Company is
     not a listed Company, the Company shall not be required to hold an annual
     genera; meeting if all the members entitled to attend and vote at an annual
     general; meeting sign a resolution in accordance with the provisions of
     section 179 the act before the expiration of the time limits referred to in
     article 41 (a).

42.  An annual general meeting or any other general meeting shall be held at
     such time and place as the directors shall appoint unless the meeting is
     convened under Sections 179, 181, 182 or 183 of the Act, in which case such
     meeting shall be held at such time and place, and subject to such
     conditions, as may be determined in pursuance of such sections.

43.  An annual general meeting and a meeting called for the passing of a special
     resolution shall be called by not less than 21 (twenty- one) clear days'
     notice in writing and any other general meeting shall be called by not less
     than 14 (fourteen) clear days' notice in writing, so that the notice period
     shall not include the day on which it is served, or deemed to be served, or
     the date on which the meeting is to be held. A meeting may be called by
     shorter notice and shall be deemed to have been duly called if it is so
     agreed by a majority in number of the members having a right to attend and
     vote at the meeting, being a majority holding not less than 95%
     (ninety-five per centum) of the total voting rights of all members.

44.  Notwithstanding the provisions of article 49 no resolution requiring notice
     shall be effective unless notice of the intention to move resolution has
     been given to the Company not less than 28 (twenty-eight) days before the
     meeting at which it is to be moved, and unless notice of the resolution is
     given by the company to the members in accordance with the provisions of
     Section 186 of the Act. Notwithstanding the foregoing, if notice of an
     intention to move a special resolution is given to the Company before the
     company issues notice to its members calling a general meeting, then such
     notice of intention to move such resolution shall be deemed to be validly
     given even if the meeting is called for a day 28 (twenty-eight) days



                                                                              17

     or less after such notice of intention to move such resolution is given to
     the Company.

45.  Any notice calling a general meeting which is given by the Company to its
     members shall specify the place, the day and the time of the meeting and
     shall be given in the manner hereinafter specified or in such other manner,
     if any, as ma. Be determined by the directors of the company in general
     meeting. Such notice shall comply with the provisions of Section 189 of the
     Act, If the Company maintains a branch register, then notice of the meeting
     may, in case members whose names are entered on the branch register, be
     given from the- transfer office where such branch register is kept.

46.  If the Company is a listed company notice of all general meetings shall be
     given to the Director (Listings), JSE Securities Exchange South Africa at
     the same time as such notice is given to members.

47.  The Company shall, on the requisition in writing of such number of members
     as is specified in the Act, and unless the Company otherwise resolves, at
     the expense of the requistioners, give to members entitled to receive
     notice of any annual general meeting, notice of any resolution which is to
     be moved at that meeting and circulate to such members any statement
     prepared by the requistionists relating to the matter referred to in the
     proposed resolution or to the business to be dealt with at that meeting,
     provided that such notice does not exceed one thousand words.

QUORUM

48.  Subject to the provisions of article 51 no business shall be transacted at
     a general meeting unless a quorum of members is present at the time when
     the meeting proceeds to business. Three (3) members present personally or
     by representative and entitled to vote shall be quorum, provided that:

     a)   If the Company is a subsidiary (but not a wholly owned subsidiary) of
          a listed company then the quorum shall be the representative of its
          holding company together with 2 (two) members present personally or by
          representative.

     b)   If the Company is a wholly owned subsidiary of any company then the
          quorum shall be the representative of its holding company.

     A company or other body corporate present at a meeting by its duly
     appointed representative shall be deemed to be personally present at the
     meeting and such representative shall enjoy all the powers conferred upon a
     representative under the provisions of Section 188 of the Act.

CHAIRMAN

49.  The Chairman, if any, or in his absence the deputy chairman, if any, of the



                                                                              18

     Board of directors shall preside as chairman of every general meeting of
     the Company

50.  If there is no such chairman, or if at any meeting he is not present within
     15 (fifteen) minutes after the time appointed for holding the meeting, or
     if he is unwilling to act as chairman, the members present in person or by
     representative or agent or proxy shall choose another director as chairman,
     and if no such director be present, or if all the directors present decline
     to take the chair ,then the members present in person or by representative,
     agent or proxy shall choose one of their number to be chairman.

ADJOURNMENT

51.  If within one half hour after the time appointed for any meeting a quorum
     is not present, the meting, if convened upon the requisition of members,
     shall be dissolved, and in any other case it shall stand adjourned to a
     date to be determined by the directors (which date shall not be earlier
     than 7 (seven) days and not later than 21 (twenty-one) days after the date
     of the meeting) at the same time and place (or if such place be not
     available at such other place as the directors may appoint). If at such
     adjourned meeting quorum is not present within one half hour after the time
     appointed for the meeting, the members present in person or by
     representative, company, in which case the meeting shall be dissolved.

52.  The chairman may, with the approval of any meeting at which a quorum is
     present (at the time of approval) and shall if so directed by the meeting,
     at any time and from time to time adjourn the meeting to a date, time and
     place specified by the meeting, or in default of such specification to be
     determined by the directors.

53.  Where a meting stands adjourned in pursuance of articles 51 and 52 the
     directors shall, upon a date not later than 3 (three) days after the
     adjournment publish in a newspaper circulating in the province where the
     office of the Company is situated a notice stating:

     a)   the date, time and place to which the meeting has been adjourned;

     b)   the matter before the meeting when it was adjourned;

     c)   the ground for the adjournment; and

     c)   the business to be considered to be adjourned meeting.

54.  No business shall be transacted at any adjourned meeting other than the
     business left unfinished at the meeting that was adjourned.

BUSINESS



                                                                              19

55.  The annual general meeting shall deal with and dispose of all matters
     prescribed by the Act and by these Articles. These shall include inter
     alia: the consideration of the annual financial statements and report of
     the auditors; the election of directors; the appointment of auditors; and
     any business arising from the annual financial statements which are laid
     before the meeting and subject to the provisions of the Act any matters
     capable of being dealt with by any general meeting of the Company.

56.  All business to be laid before a general meeting other than an annual
     general meeting shall be specified in the notice convening such meeting.

57.  Notwithstanding the provisions of articles 55 and 56 no business shall be
     transacted at any meeting of the Company unless notice of the meeting is
     given, where applicable, in terms of articles 43 and 44.

RESOLUTIONS

58.  At any general meeting a resolution put to the vote of the members shall,
     except in the case of a special resolution, be decided by a majority of
     votes.

59.  In the case of an equality of votes, the chairman of the meeting shall,
     either on a show of hands or on a poll, be entitled to a casting vote in
     addition to the vote or votes to which he may be entitled as a member.

60.  Every resolution shall, unless a poll is demanded in terms of article 61,
     be decided on a show of hands. A declaration by the chairman that a
     resolution has on a show of hands been carried, or carried unanimously or
     by a particular majority, or rejected, and an entry to that effect in the
     book containing the minutes of the proceedings of the Company, shall be
     conclusive evidence of this fact, without proof of the number or proportion
     of the votes recorded in favour of or against such resolution.

61.  A poll may be demanded on any question save the election of the chairman,
     by:

     a)   the chairman; or

     b)   not less than 5 (five) members having the right to vote at the
          meeting; or

     c)   a member or members representing not less than one-tenth of the total
          voting rights of all the members having the right to vote at the
          meeting; or

     d)   a member or members entitled to vote at the meeting and holding in
          aggregate not less than one-tenth of the issued share capital of the
          Company.

     And such demand may be made either before or immediately after the result
     of a show of hands is declared.



                                                                              20

62.  The demand for a poll may be withdrawn by the persons making it at any time
     prior to the commencement of the ballot.

63.  If a poll is duly demanded it shall be taken in such manner as the chairman
     shall decide and either at once, or if the chairman shall think fit after
     an interval or adjournment or otherwise, provided that a poll on the
     question of an adjournment shall be taken at he meeting, without
     adjournment. No notice need be given of a poll not taken immediately. The
     demand for a poll shall not prevent the continuation of the meeting for the
     transaction of any business other than the question upon which the poll is
     demanded.

64.  Notwithstanding any postponement of the taking of the poll the result of
     the poll shall be deemed to be resolution of the meeting at which the poll
     is demanded, and shall be subject to Section 203 (2) of the Act.

ENTITLEMENT TO VOTE

65.  Subject to any special provisions governing shares and "A" ordinary shares,
     and to the provisions of the act, every member or the representative, proxy
     or agent of such member, as the case may be, shall on a show of hands have
     one vote and subject to the provisions of Section 195 of the Act, upon a
     poll shall have one vote for every share held by such member, provided
     that:

     a)   no person shall be entitled to exercise more than one vote on a show
          of hands;

     b)   the vote of a minor, or of a woman married subject to the marital
          power, or of a member for whom a curator has been appointed, shall not
          be vote of the guardian or husband or curator bonis of such member, as
          the case may be, shall for the purposes of this article, be deemed to
          be the vote of such member provided that 48 (forty-eight) hours
          (excluding Saturdays, Sundays and public holidays) at least before the
          meeting at which such guardian, husband or curator bonis proposes to
          vote he shall satisfy the directors that he is such guardian, husband
          or curator bonis or that the directors have previously admitted his
          right to vote in respect of the share or shares in question;

     c)   The vote of any person having title to a share on the death or
          insolvency of any member shall be deemed to be the vote of such member
          provided holidays) at least before the time of holding the meeting at
          which such person proposes to vote he shall satisfy the directors that
          he is so entitled or that the directors have previously admitted his
          right to vote in respect of the share or shares in question;

     d)   Where a share is held jointly by 2 (two) or more members any one of
          such persons may vote in person or by representative, proxy or agent
          as if such persons were solely entitled to such share, but if more
          than one of the joint holders be present in person or by
          representative, proxy or agent that one of the said persons whose name
          stands first in the



                                                                              21

          register in respect of such share or the representative, proxy agent
          of such person, as the case may be, shall alone be entitled to vote in
          respect or such share; and where there are several executors or
          administrators of deceased member who are entitled to vote in terms of
          paragraph c) of this article, then such executors and administrators
          shall for the deceased of this article be deemed to be joint holders
          of the share of the deceased,

66.  On a poll a member entitled to more than one vote, or representative, proxy
     or agent of such member, as the case may be, need not, if he votes, use all
     the votes of such member or cast member or cast all the votes which he uses
     in the same way.

REPRESENTATION, PROXIES AND POWERS OF ATTORNEY

67.  Any company which is a member may by resolution of its directors or other
     governing body, authorise such person as it thinks fit to act its
     representative at any general meeting of the company or adjournment
     thereof, and the person so authorised shall be entitled to exercise the
     same powers on behalf of the company which he represents as that company
     could exercise of it were an individual member. A company so represented at
     any meeting of the Company or adjournment thereof shall be deemed to be a
     member personally present at such meeting or adjournment. The directors may
     but shall not be obliged to require proof to their satisfaction of the
     authority of any person signing on behalf of such company.

68.  The holder of a general or special power of attorney given by a member,
     whether the holder is a member or not, shall be entitled to attend meetings
     of the Company or of any class of members of the Company and to vote at
     such meetings if so authorised any class of members of the company and to
     vote at such meetings if so authorised by such power of attorney.

69.  Any member may appoint a proxy, who need not be a member, to attend, speak
     and, subject to the provisions of Section 197 of the Act, vote in his place
     on a show of hands and on a poll at any general meeting or at any meeting
     of any class of members. The instrument appointing a proxy to vote at a
     meeting of the company shall be deemed also to corner authority to demand
     or join in demanding a poll, and for the purposes of Section 198 of the
     Act, a demand by a person as proxy for member shall be the same as a demand
     by a member.

70.  The instrument appointing a proxy shall be in writing under the hand of the
     appointer or of his agent, or if the appointer is a body corporate, under
     the hand of an officer or agent authorised by the body corporate. The proxy
     need not be member of the Company.

71.  The instrument appointing a proxy shall be in the following form or as near
     thereto as circumstances permit or in such other form as the directors may
     approve.



                                                                              22

     I,........................................................................
     ...being a member of the............................. .....................
     Limited
     hereby appoint.............................................................
     of.........................................................................
     .............................................................or failing him
     .................................................................or failing
     him, The Chairman of the meeting, as my proxy to attend and speak and vote
     on a show of hands or on a poll for me and on my behalf at the annual
     general meeting or general meeting (as the case may be) of the Company to
     be held on the ................... day of.,......................... and
     any adjournment thereof, as follows:




                                    In favour of             Against                 Abstain
          ------------------------- ------------------------ ----------------------- ----------------------------
                                                                            
          Resolution
          ------------------------- ------------------------ ----------------------- ----------------------------
          Resolution
          ------------------------- ------------------------ ----------------------- ----------------------------
          Resolution
          ------------------------- ------------------------ ----------------------- ----------------------------


     (Include instruction to proxy by way of a cross in the space provided
     above).

     (A member entitled to attend and vote at a meeting shall be entitled to
     appoint a proxy to attend, speak and vote in his stead. A proxy need not be
     a member of the Company).

     Unless otherwise instructed, my proxy may vote as he thinks fit.

     SIGNED this....................... day of..................................



                                          ....................................."
                                                       SIGNATURE

72.  The directors may at the expense of the Company send by post or otherwise
     to the members forms of proxy in terms of article 71, with or without
     stamped envelopes to facilitate the return of such forms, for use at any
     general meeting or any meeting of any class of members of the Company. If
     for the purpose of any meeting forms of proxy are issued at the expense of
     the Company, such forms shall be issued to all, and not some only, of the
     members entitled to receive notice of, and to vote at, such meeting.

73.  The instrument appointing a proxy and the power of attorney or other
     authority, if any, under which it is signed, and any power of attorney
     entitling an agent to vote on behalf of a member in pursuance of article 68
     or, in lieu of any such power or authority, a notarially certified copy,
     shall be deposited at the transfer office of the Company not later than 48
     (forty-eight) hours (excluding Saturdays, Sundays and public holidays)
     before the meeting at which the person empowered proposes to vote, and no
     effect shall be given to any



                                                                              23

     instrument of proxy or power of attorney unless such instrument or power is
     deposited in the manner required by this article.

74.  No instrument appointing a proxy shall be valid after the end of a period
     of 6 six) months commencing on the date on which it is signed unless
     otherwise expressly stated in the proxy, and no proxy form shall be used at
     an adjourned meeting which could not have been used at the original
     meeting. If a proxy forms is received duly signed but with no indication as
     to how the person named them should vote on any issue the proxy may vote or
     abstain from voting as he sees fit.

75.  A vote given in terms of an instrument of proxy shall be valid in relation
     to a meeting of the company or any meeting of any class of members of the
     company notwithstanding the previous death of the person granting it, or
     the revocation of the proxy, or the transfer of the shares in respect of
     which the vote is given, unless an intimation in writing of such death,
     revocation or transfer is received at the transfer office of the Company 48
     (forty-eight) hours (excluding Saturdays, Sundays and public holidays)
     before the commencement of the meeting.

DIRECTORS

NUMBER

76.  Unless otherwise determined by the Company in general meeting the number of
     directors shall, in the case of a listed company, be not less than 4 (four)
     nor more than 20 (twenty). In the case of a Company which is not listed the
     number of directors shall be not less than 2 (two) nor more than 20
     (twenty).

APPOINTMENT

77.  The first directors of the company shall be those persons appointed in
     writing by the subscribers to the Memorandum: provided that if no such
     appointment has been, made, the first directors of the Company shall be the
     subscribers to the memorandum. In the case of an existing company adopting
     these articles, the directors in office at the date of such adoption shall
     continue in office subject to the provisions of these articles.

78.  The company in general meeting may from time to time appoint directors.

79.  The directors shall have power at any time to appoint any eligible person
     as director, either to fill a casual vacancy, or as an addition to the
     board, but the total number of the directors shall not at any time exceed
     the maximum number fixed. Any director so appointed shall hold office only
     until the next following annual general meeting of the Company and then
     shall be eligible for election.

QUALIFICATION



                                                                              24

80.  Directors shall not be required to hold any shares in the Company to
     qualify them for appointment as directors .

MANAGEMENT OF THE COMPANY

81.  The business of the company shall be manage by the directors who may pay
     all expenses incurred in promoting and incorporating the Company, and may
     exercise all such powers of the Company as are not by the Act, or by these
     Articles, required to be exercised by the Company in general meeting. The
     directors shall exercise the said powers in accordance with these Articles
     and in accordance with such regulations, not inconsistent with these
     Articles, as may be prescribed by the Company in general meeting. The
     article shall be construed liberally and the powers herein conferred shall
     be limited by reference to any power specifically conferred upon the
     directors in terms of any of these Articles

POWERS

82.  The directors shall have the power to enter into a provisional contact for
     the sale or alienation of the whole or the major part of the property and
     assets of the Company and the rights belonging thereto or connected
     therewith, provided that. Such provisional contract shall only become
     binding on the Company if such contract is ratified and confirmed by a
     resolution passed by the Company in general meeting in accordance with
     Section228 of the Act.

83.  The directors may take all steps which may be necessary or expedient in
     order to enable the shares, stock, debentures and other securities of the
     company to be introduced and dealt with and quoted upon any stock exchange
     in any county and may accept responsibility for and pay and discharge all
     taxes, duties, fees, expenses or other sums which may be payable in
     relation to any matters aforesaid.

84.  The directors may exercise the voting power conferred by any shares in any
     other company held or owned by the company in such matter as they think
     fit, and in particular may exercise such voting power in favour of any
     resolution appointing them or any of them as directors or officers of such
     company if any resolution providing for the payment of remuneration to such
     directors or officers.

REMUNERATION

85.  SUBJECT TO THE LIMITATION THAT THE REMUNERATION OF NON-EXECUTIVE DIRECTORS
     MAY NOT EXCEED IN AGGREGATE IN ANY FINANCIAL YEAR THE AMOUNT FIXED BY THE
     COMPANY IN GENERAL MEETING FOR THAT PURPOSE, the directors shall be
     entitled to such remuneration as may be determined from time to time by the
     Company in general meeting or by a quorum if disinterested directors. In
     addition, the directors shall be entitled to all reasonable expenses in
     travelling to and from meetings of the directors.



                                                                              25

86.  If any director be called upon to perform extra services or to make any
     special exertions in going or residing abroad, or otherwise, for any of the
     purposes of the Company, the company in general meeting or a quorum of
     disinterested directors may determine the remuneration to be paid to any
     such director for such extra services or special exertions. Such
     remuneration may be so determined either by way of a salary or a fixed sum
     or a percentage of profits or otherwise and such remuneration may be either
     in addition to, or in substitution for any other remuneration determined
     under article91. The Company may also refund to such director all
     reasonable expenses incurred by him while acting in the course of the
     business of the company.

DISCLOSURE OF INTERESTS

87.  Every director shall comply with the provisions of Sections 234 to 240,
     inclusive of the Act.

88.  (a)  Save as set out in sub-paragraph (d), a director shall not vote in
     respect of any contract or arrangement in which he is interested (an if he
     shall do so his vote shall not be counted) nor shall he be counted for the
     purpose of any resolution regarding the same, in the quorum present at the
     meeting, but this shall not apply to any of the following matters:

          i)      any arrangement for giving him any security or indemnity in
                  respect of money lent by him or obligation undertaken by him
                  for the benefit of the Company.

          ii)     Any arrangement for the giving by the Company of any security
                  to a third party in respect in respect of a debt or obligation
                  of the Company for which he himself has assumed responsibility
                  in whole or in part under c guarantee or indemnity or by the
                  deposit of a security;

          iii)    Any contract by him to subscribe for or underwrite shares or
                  debentures of the Company;

          iv)     Any contact or arrangement with any other company in which he
                  is interested IN SHARES REPRESENTING NO MORE THAN ONE PER CENT
                  OF EITHER CLASS OF THE EQUITY SHARE CAPITAL, OR THE VOTING
                  RIGHTS of that company;

          v)      Any such scheme or fund as is referred to in article 152,
                  which relates both to directors and to employees or a class of
                  employees and does not accord to any director as such any
                  privilege or advantage not generally accorded to the employees
                  to which such scheme or fund relates;

          vi)     Any contracts, transactions or dealings of any nature
                  whatsoever between the company and any other company-



                                                                              26

                  a)   which is its subsidiary, WHERE THE DIRECTOR'S INTEREST IN
                       THE CONTRACT, TRANSACTION OR DEALING IS ONLY BY VIRTUE OF
                       THE OTHER COMPANY BEING A SUBSIDIARY OF THE COMPANY; or

                  b)   in which it is a shareholder or is otherwise interested,
                       WHERE THE DIRECTOR'S INTEREST IN THE CONTRACT,
                       TRANSACTION OR DEALING IS ONLY BY VIRTUE OF THE COMPANY
                       being a shareholder of or otherwise interested in the
                       other company; or

                  c)   which is its holding company, WHERE THE DIRECTOR'S
                       INTEREST IN THE CONTRACT, TRANSACTION OR DEALING IS ONLY
                       BY VIRTUE OF THE OTHER COMPANY being the Company's
                       holding company; or

                  d)   which is a subsidiary of its holding company, WHERE THE
                       DIRECTOR'S INTEREST IN THE CONTRACT, TRANSACTION OR
                       DEALING IS ONLY BY VIRTUE OF THE OTHER COMPANY BEING A
                       SUBSIDIARY OF THE COMPANY'S HOLDING COMPANY; or

                  e)   in which its holding company is a shareholder or is
                       otherwise interested, WHERE THE DIRECTOR'S INTEREST IN
                       THE CONTRACT, TRANSACTION OR DEALING IS ONLY BY VIRTUE OF
                       THE COMPANY'S HOLDING COMPANY BEING A SHAREHOLDER OR
                       OTHERWISE INTERESTED IN THE OTHER COMPANY,

     b)   The provisions of this article may BY THE COMPANY IN GENERAL MEETING
          at any time be suspended or relaxed to any extent and either generally
          or in respect of any particular contract, arrangement or transaction
          and any particular contract, arrangement or transaction carried out in
          contravention of this article may be ratified by the Company in
          general meeting. NOTWITHSTANDING THE PROVISIONS OF ARTICLE 64, ANY
          DECISION BY THE COMPANY IN GENERAL MEETING IN TERMS OF THIS ARTICLE
          64(b) SHALL BE DECIDED BY A 75% (SEVENTY-FIVE PER CENTRUM) MAJORITY OF
          VOTES CAST BY SHAREHOLDERS PRESENT IN PERSON OR BY PROXY OR
          REPRESENTED AT THE GENERAL MEETING.

     c)   A director, notwithstanding his interest may be counted in the quorum
          present at any meeting whereat he or any other director is appointed
          to hold at any office or place of profit under the Company or whereat
          the directors resolve to exercise any of the rights of the Company
          (whether by the exercise of voting rights or otherwise) to appoint or
          concur in the appointment of a director to hold any office or place of
          profit under any other company or whereat the terms of such
          appointment as herein before mentioned are considered or varied, and
          he may vote on any such matter other than in respect of his own
          appointment or the arrangement or variation of the terms thereof.

89.  Nothing contained in article 91 shall be taken or construed to prevent or
     debar



                                                                              27

     any director as a member of the Company from taking or voting upon any
     question submitted to a general meeting, whether that director be
     personally interested or concerned in that question or not.

ROTATION

90   If the Company is a listed company all the directors shall retire at the
     first annual general meeting of the Company and thereafter at each annual
     general meeting one-third of the directors, or if the number is not a
     multiple of three, then the number nearest to, but not exceeding, one
     -third shall retire from office. Subject to the provisions of article 111
     the directors retiring in terms of the preceding sentence shall be the
     directors who have been longest in office since their last election or
     re-election. As between directors of equal seniority, the directors to
     retire shall, in absence of agreement, be selected by lot. Notwithstanding
     anything herein contained, if at the date of annual general meeting any
     director shall have held office for a period of at least 3 (three) years
     since his last election to re-election, he shall retire at such meeting,
     either as one of the directors to retire in pursuance of the foregoing or
     in addition thereto. A retiring director shall act as a director throughout
     the meeting at which he retires.

91   Retiring directors shall be eligible for re-election, but no person not
     being a retiring director shall be eligible for election to the office of
     director at any general meeting unless he, or some member intending to
     propose him, HAS NOT LESS THAN 7 (SEVEN) DAYS AND NOT MORE THAN 42
     (FORTY-TWO) DAYS before the meeting left at the office of the Company a
     notice in writing duly signed signifying his candidature for the office or
     the intention of such member to propose him AND OF HIS WILLINGNESS TO SERVE
     AS A DIRECTOR.

92.  If the Company is not a listed company the above provisions relating to
     rotation of directors shall not apply.

VACATION OF OFFICE

93.  The office of director shall, notwithstanding the provisions of any
     agreement between the Company and the director, be vacated, ipso facto, if
     the director:

     a)   ceases to be a director or becomes prohibited from becoming a director
          by virtue of any provision of the Act; or

     b)   ceases to be a director by virtue of rotation in terms of article 96,
          unless re appointed; or

     c)   resigns his office by notice in writing to the Company; or

     d)   is removed by ordinary resolution of the Company of which special
          notice has been given, provided that the other formalities prescribed
          by Section 220 of the Act are complied with; or



                                                                              28

     e)   is removed by resolution in writing signed by all his co-directors; or

     f)   is absent for more than 6 (six) months, without permission of the
          director from meetings of directors held during that period, is not
          represented at any or the said meetings by an alternate director and
          is removed by resolution in writing signed by a majority of his
          co-directors; or reaches the age of 70

     g)   becomes insane or

     h)   becomes insolvent or compounds with his creditors or is sequestrated,
          whether provisionally or finally.

94.  Nothing  contained  in article 93 shall  prejudice  any claim for  damages
     arising from a breach of any agreement of service entered into between the
     company and a director

ALTERNATE DIRECTORS

95.  Each director shall have the power to nominate any person, whether a member
     of the Company or not, to act as alternate director in his place during his
     absence or inability to act as such director, provided that he appointment
     of such alternate director shall be approved by the board

96.  An alternate director, while acting in the place of the director who
     appointed him, shall exercise and discharge all the powers, duties and
     functions of the director he represents.

97.  Unless the Company so resolves in general meeting, an alternate director
     shall not be entitled to any remuneration or to receive reimbursement of
     any expenses which he has incurred while acting in the course of the
     business of the Company but must look to the director appointing him for
     such remuneration or reimbursement.

98.  An alternate director shall cease to hold office

     (a)  when the director who appointed him ceases to be a director; or

     (b)  when the director who appointed him gives notice to the company that
          alternate director representing him has ceased to do so; or

     (c)  when the alternate director resigned his office; or

     (d)  when the alternate director is removed by a resolution signed by all
          the directors, other than the director who appointed him; or

     (e)  when the alternate director would, if he were a full director, cease
          to hold office as a director



                                                                              29

DIRECTORS' MEETINGS

CONSITITUTION

99.  The directors may meet at such intervals as they may determine from time to
     time.

100. Where any director wishes to call a meeting of directors at any time other
     than established in terms of Article 99 he shall instruct the secretary to
     the; effect and the secretary to that effect and the secretary shall give
     notice of the meeting.

101. Every meeting of directors shall, except in a case of urgency, be called on
     not less than 7 (seven) days' written notice. Every such notice shall state
     the date, place and time of the meeting.

102. In the case of any matter requiring urgent attention a meeting of directors
     may be called on less than 7 (seven) days' notice and such notice may be
     given in writing or verbally or by telephone, telex or cable, as is
     practicable in the circumstances.

103. The quorum necessary for the transaction of the business of the directors
     may be fixed by the directors, and unless so fixed shall be not less than 2
     (two).

104. The continuing directors may act notwithstanding any vacancy in their body,
     but if their number is reduced below the number fixed in terms of these
     articles as the minimum number of directors, the continuing directors may
     act for the purpose of increasing the number of directors to that number or
     for the purpose of convening a general meeting of the Company, but for no
     other purpose.

105. The directors may elect a chairman and deputy chairman of the board of
     directors and determine the period for which they are to hold office,
     provided that if the Company is a listed company the period of such
     appointment shall not exceed 1 (one) year. If no such chairman or deputy
     chairman is elected, or if at any meeting of directors the chairman and
     failing such chairman, the deputy chairman, is not present within 10 (ten)
     minutes after the time appointed for holding the meeting, the directors
     present may elect one of their number to be chairman of the meeting.

106. The directors may regulate and adjourn their meetings as they think fit.

RESOLUTIONS

107. Resolutions shall be determined by a majority of votes for the directors
     present at a meeting of directors and in the event of an equality of votes,



                                                                              30

     the chairman shall only have a second or casting vote if more than 3
     (three) directors are present at the meeting.

108. Subject to the provisions of these articles in regard to the number of
     directors necessary to form a quorum, a director may authorise any other
     director to vote for him at any meeting or meetings at which neither he nor
     any alternate director appointed by him is present. Any director so
     authorised shall, in addition to his own vote, have a vote for each
     director by whom he is authorised. Such authority must be granted in
     writing or given by facsimile or telegram and any such document, facsimile
     or telegram and any such document, facsimile or telegram shall be produced
     at the meeting or at the first of the meetings at which such authority is
     exercised, and shall be left with the secretary for filing.

CIRCULATED RESOLUTIONS

109. A resolution in writing signed by a quorum of directors, of whom at least
     two shall be non-executive directors, shall be as valid as if it has been
     passed at a meeting of directors duly held and constituted. Where a
     director is not so present, but has an alternate who is so present, then
     such resolution must be signed by the alternate. Any such resolution may
     consist of several document-in like form, each signed by one or more of the
     signatories to the resolution.

     A copy of the resolution of directors passed in terms of this article shall
     be sent to all the directors after the passing thereof and the resolution
     shall be entered into the directors' minute book and be noted at the next
     succeeding meeting of the directors.

EXECUTIVE DIRECTORS

110. The directors may from time appoint one or more of their body to any
     executive office in the Company, and may from time to time remove or
     dismiss the person or persons so appointed and appoint another person or
     persons in his or their place or places. Every such appointment shall be
     made by a quorum of disinterested directors. No director shall be appointed
     by any such office for a period in excess of 5 (five) years at any one
     time.

111. If a director is appointed to any executive office in the Company the
     contract under which he is appointed may provide that he shall not for a
     period of 5 (five) years or for the period during which he continues to
     hold that office, whichever period is the shorter, be subject to retirement
     by rotation. In such case he shall not be taken into account in determining
     the retirement of directors by rotation. Notwithstanding the aforegoing,
     where the Company is a listed company the number of directors who may be
     appointed to an executive office on the condition that they shall not be
     subject to retirement by rotation shall not equal or exceed one-half of the
     total number of directors at the time of such appointment.



                                                                              31

112. SUBJECT TO THE LIMITATION THAT AN EXECUTIVE DIRECTOR'S SALARY OR DIRECTOR'S
     FEES WILL NOT INCLUDE A COMMISSION ON, OR PERCENTAGE OF, OPERATING REVENUE,
     the remuneration of executive directors appointed in terms of Article 110
     shall from time to time be fixed by a quorum of disinterested directors or
     by the Company in general meeting.

113. The directors may from time to time entrust to and confer upon a managing
     director or other executive director for the time being such of the powers
     exercisable under these articles by the directors as they may deem fit, and
     may confer such powers either collaterally with or to the exclusion of and
     in substitution for all or any of the powers of the directors in that
     behalf, and may from time to time evoke, withdraw, alter or vary all or any
     of such powers.

114. A person appointed to an executive office in terms of Article 110 shall be
     subject to the like provisions relating to vacation of office as the other
     directors of the Company, and if he ceases to hold the office of director
     from any cause he shall ipso facto cease to hold such executive office.

COMMITTEES

115. The directors may delegate any of their powers to a committee or committees
     consisting of such member or members of their body as they think fit. Any
     committee so formed shall, in the exercise of the powers so delegated
     conform to any rules issued by the directors from time to time.

116. A committee may elect a chairman of its meetings. If no such chairman is
     elected, or if at any meeting the chairman is not present with 10 (ten)
     minutes after the time appointed for holding the same, the members present
     may elect 1 (one) of their number to be chairman of such meeting.

117. A committee may meet and adjourn as it may think fit. Questions arising at
     any meeting shall be determined by a majority of votes of the members
     present, and in the event of an equality of votes the chairman shall have
     no second or casting vote.

118. Any director who serves on any committee or who devotes special attention
     to the business of the Company in such capacity may be paid such extra
     remuneration, in addition or otherwise as a disinterested quorum of
     directors may determine.

119. Without prejudice to the general powers of the directors the directors may:

     a)   appoint persons resident in a foreign country to be a local committee
          for the Company in that country; remove or suspend such local
          committee or any members thereof; and fix and vary the remuneration
          payable to the members of any such committee;



                                                                              32

     b)   open transfer offices of the Company and close the same at their
          discretion;

     c)   appoint or remove agents to represent the Company for such purposes as
          the directors may determine;

     d)   give such agents the power to appoint substitute agents to act in
          their place during their absence or inability to act, to remove such
          substitutes, and to appoint others; and

     e)   grant to such committee members or agents power to appoint other
          persons as co-committee members or joint agents.

120. Each local committee member shall have the power to nominate and appoint
     from time to time an alternate committee member with full power and
     authority to act in his place during his absence or inability to act, and
     to remove such alternate and to appoint another in his place. All such
     appointments shall be subject to the approval of the directors. No local
     committee member or his alternate shall be obliged to be members of the
     Company.

121. Any director may act on any local committee appointed in terms of Article
     125 when present in the country for which the committee is appointed to
     act, and may take part in the proceedings of such committee and have the
     same rights and privileges as any member of the committee resident in the
     country for which the committee is appointed.

AGENTS

122. The directors may at any time and from time to time by power of attorney
     appoint any person or persons to be the agent or attorney of the Company
     for such purposes and with such powers, authorities and discretions, not
     exceeding those vested in or exercisable by the directors under these
     articles, and for such period and subject to such conditions as the
     directors may from time to time think fit, and any such appointment may, if
     the directors think fit, be made in favour of the members or any of the
     members of any local committee established under Article 125, or in favour
     of any company or the members, directors, nominees, or managers of any
     company or firm or in favour of any varying body of persons, whether
     nominated directly or indirectly by the directors.

123. Any such agent or attorney may be authorised by the directors to delegate
     all or any of the powers, authorities and discretions for the time being
     vested in them.

BORROWING POWERS

124. Subject to Articles 125 and 127 the directors may from time to time at
     their discretion raise or borrow or secure the payment of any sum or sums
     of money for the purposes of the Company as they see fit, and in particular



                                                                              33

     may pass mortgage bonds or issue debentures or debenture stock of the
     Company whether unsecured or secured by all or any part of the property of
     the Company, whether present or future.

125. Where the Company is a listed company and is not a subsidiary of a listed
     company, the directors shall so restrict the borrowing of the Company and
     exercise all voting and other rights or powers of control exercisable by
     the Company in relation to its subsidiary companies (as regards subsidiary
     companies in so far as by such exercise they can procure) and that the
     aggregate principal amount outstanding in respect of companies for the time
     being (hereinafter referred to as "the Group"), as the case may be,
     exclusive of intercompany borrowings, shall not except with the consent of
     the Company in general meeting exceed R30 000 000 (thirty million rand) or
     the aggregate from time to time of the issued and paid up capital of the
     Company together with the aggregate of the amounts standing to the credit
     of all distributable and nondistributable reserves (including minority
     interests in subsidiary companies and provisions for deferred taxation),
     any share premium accounts of the Company and its subsidiaries certified by
     the Company's auditors and as attached to or forming part of the last
     annual financial statements of the Company or of the Group, as the case may
     be, which shall have been drawn up to be laid before the Company in general
     meeting at the relevant time, whichever is the greater; provided that no
     such sanction shall be required to the borrowing of any monies intended to
     be applied and actually applied within 90 (ninety) days in the repayment
     (with or without any premium) of any monies then already borrowed and
     outstanding and notwithstanding that such new borrowing may result in the
     abovementioned limit being exceeded.

126. For the purpose of Article 125 "borrowings" shall:

     a)   without limitation, include monetary guarantees executed by the
          Company or by any controlled company or subsidiary of the Company
          other than:

          i)      guarantees in respect of the borrowing of monies, where the
                  amount or such borrowing is already included in the aggregate
                  referred to in Article 125;

          ii)     guarantees of the obligations of any subsidiary where such
                  obligations arise from acts which, if they had been performed
                  by the Company as principal, would not constitute borrowings
                  within the meaning of this article;

          provided that where the guarantees have been executed to secure bank
          overdraft or other facilities, of a variable nature, such guarantees
          shall only be deemed to be borrowings to the extent to which such
          overdraft or other facilities are used from time to time;



                                                                              34

     b)   not include any borrowing by the Company from any of its subsidiaries
          or by any of it subsidiaries from the Company or from any other of its
          subsidiaries.

127. In the event that the Company is a subsidiary of a listed holing company,
     the total amount owing by the Company in respect of monies so raised,
     borrowed or secured shall not exceed the amount authorised by its listed
     holding company.

128. No lender or person dealing with the Company shall be obliged to see or
     enquire whether the restrictions imposed by Articles 125 and 127 are
     observed.

129. Debentures, debenture stock, bonds and other instruments of debt may be
     issued at par or at a discount or at a premium, and with any special
     privileges as to redemption, surrender and drawings, provided that no
     special privileges as to allotment of shares or stock, attending and voting
     at general meetings, appointment of directors or otherwise shall be given
     save with the sanction of the Company in general meeting.

RESERVES

130. The directors may, before declaring or recommending any dividends, set
     arise out of the amount available for dividends such sum as they think
     proper as a reserve or an addition thereto. The directors may divide the
     reserve into such special funds as they think fit, with full power to
     employ the assets constituting such fund or funds in the business of the
     Company or they may invest the same upon such investments (other than
     shares of the Company) as they may select without being liable for any
     depreciation of or loss in consequence of such investments, whether the
     same be usual or authorised investments for trust funds or not.

131. The reserve may, at the discretion of the directors, be applicable for the
     equalisation of dividends or for making provision for exceptional losses,
     expenses or contingencies or the extension or development of the Company's
     business or for writing down the value of the assets of the Company, or for
     repairing, improving and maintaining any buildings, plant, machinery or
     works connected with the business of the Company, or to cover the loss in
     wear and tear or other depreciation in value of any property of the Company
     or for any other purpose to which the profits of the Company may be
     properly applied, and the directors may at any time divide among the
     members by way of bonus or special dividends any part of the reserve which
     in their opinion is not required for the purposes aforesaid, and as may be
     permitted by the Statutes.

DIVIDENDS

DECLARATION



                                                                              35

132. The Company in general meeting or the directors may from time to time
     declare a dividend to be paid to the members in proportion to the number of
     their shares.

133. No larger dividend shall be declared by the Company in general meeting than
     is recommended by the directors, but the Company in general meeting may
     declare a smaller dividend.

134. No dividend shall be declared except out of the profits of the Company. The
     declaration of the directors as to the amount of the profits of the Company
     shall be conclusive.

135. a)   Dividends shall be declared in South African currency provided that
          the directors shall have power, where any members of the Company
          reside outside the Republic, to declare a dividend in any other
          relevant currency subject to such laws or regulations as may be
          applicable thereto, and in such event to determine the date on which
          and the rate of exchange at which it shall be converted into the other
          currency.

     b)   No dividend shall bear interest against the Company.

     c)   Dividends may be declared either free or subject to the deduction of
          income tax and any other tax or duty in respect of which the Company
          may be chargeable.

PAYMENT

136. Dividends shall be payable to shareholders standing registered as at a date
     to be determined which date shall be subsequent to the date of declaration
     or the date of confirmation of the dividend, whichever is the later. The
     period between the later of the said dates and the date of closing the
     transfer registers in respect of the dividend shall where the Company is a
     listed company be not less than 14 (fourteen) days.

137. Any dividend declared may be paid and satisfied, either wholly or in part,
     by the distribution of specific assets, and in particular of shares or
     debentures of any other company, or in cash, or in any one or more of such
     ways, as the directors may at the time of declaring the dividend determine
     and direct. If any difficulty arises in the course of such distribution the
     directors may settle the manner of distribution as they think expedient,
     and in particular pay assign a value to any specific assets, determine that
     cash payments shall be made to any members upon the basis of such valuation
     and vest any such assets in trustees upon trust for the persons entitled to
     the dividend in such manner as they see fit.

138. Any dividend may be paid by cheque, warrant, coupon or otherwise as the
     directors may from time to time determine, and may, if paid otherwise than
     by coupon, be sent by post to the last registered address of the member
     entitled thereto or, in the case of the joint holding, of the member first



                                                                              36

     names in the register in respect of such holding, or may be sent to any
     other address specified for the purpose by such member of first named
     member, as the case may be.

139. The payment of such cheque or warrant or the surrender of any coupon shall
     be a good discharge to the Company of the obligation to pay the amount
     specified in such document. In any case where several persons are
     registered as the joint holders of any share, any one of such persons may
     give effectual receipt for all dividends and payments on account of
     dividends in respect of such share.

140. The Company shall not be responsible for the loss of, or any delay in, the
     transmission of any cheque, warrant or other document sent through the post
     to the registered address of any member whether or not such document was so
     sent at the request of such member.

FORFEITURE

141. All unclaimed dividends may be investor or otherwise made use of by the
     directors for the benefit of the Company until claimed. Any dividend
     remaining unclaimed for a period of 12 (twelve) years from the date of
     declaration thereof may be declared by the directors to be forfeited to the
     Company.

CAPITALISATION

142. The Company may appropriate any sum forming part of the undivided profits
     which stand to the credit of the reserves of the Company or which are
     otherwise available for dividends:

     a)   In pursuance of a special resolution, to Stated Capital Account in
          terms of Article 19 (b);

     b)   In pursuance of an ordinary resolution, to a non-distributable reserve
          designated for the purpose, if such sum does not at such time form
          part of a non-distributable reserve.

143. The reserves of the Company, including the non-distributable reserves, may
     at any time be applied in paying up shares of the Company and in issuing
     such shares to the members of the Company in accordance with the provisions
     of these articles relating to the issue of shares. Any such shares may be
     distributed among existing holders of the class of shares to which such
     shares belong, pro rata to their existing holdings, or may be dealt with in
     such other manner as the Company or the directors, as the case may be, may,
     subject to these articles, determine.

144. If any difficulty arises in the issue of any shares in terms of Article 146
     the directors may settle the same as they think expedient, and in
     particular they may issue certificates, fix the value for distribution of
     such shares, make cash payments to any holders of shares on the basis of
     the value so



                                                                              37

     fixed in order to adjust rights, and vest any shares or assets in trustees
     upon trust for the persons entitled to participate in such issue as may
     seem just and expedient to the directors.

145. A contract or memorandum shall be filed where appropriate in accordance
     with Section 93 of the Act and the directors may appoint any person to sign
     such contract on behalf of the persons entitled to participate in the
     issue, and such contract may provide for the acceptance by such holders of
     the shares to the allotted to them respectively in satisfaction of their
     claims.

PENSION FUNDS

146. The directors may establish and maintain or procure the establishment and
     maintenance of any non-contributory or contributory pension, provident
     retirement annuity or superannuation funds for the benefit of, and give or
     procure the giving of donations, gratuities, pensions, allowances or
     emoluments to:

     a)   any person who are or were at any time in the employment or service
          of : the Company; or any company which is a subsidiary of the Company;
          or any company which is allied to or associated with the Company; or

     b)   any persons who are or who were at any time salaried directors or
          salaried officers of the Company or of any other company referred to
          in (a) above; and

     c)   the wives, widows, families and dependants of any persons specified in
          (a) or (b).

147. A director shall be entitled to participate in and retain for his own
     benefit any donation, gratuity, pension, allowance or emolument in terms of
     Article 146.

CLUBS AND CHARITIES

148  The directors may establish or subsidise or subscribe to any institutions,
     associations, clubs or funds calculated to be for the benefit of or to
     advance the general interests and well-being of the Company or of any
     companies or persons referred to in Article 152, and make payments for or
     towards the insurance of any such persons, and subscribe or guarantee money
     for any charitable or benevolent objects or for any exhibition, or for any
     public, general or useful object, and do any of the matters aforesaid
     either alone or in conjunction with any other person.

RECORDS

REGISTERS



                                                                              38

149  The directors shall keep and maintain a register of members of the Company
     in one of the official languages of the Republic and an index thereto as
     provided in Sections 105 and 106 of the Act. In addition to any such
     register the Company may maintain a branch register under the provisions of
     Section 107 of the Act.

150  There shall be entered in the register of members:

     a)   the names and addresses of the members;

     b)   the shares held by each member, distinguishing each share by its
          denoting number, if any, by its class or kind, and by the amount paid
          or deemed to be paid thereon;

     c)   the date on which the name of the person was entered in the register
          as a member;

     d)   the date on which any person ceased to be a member.

151  The directors shall keep and maintain:

     a)   a register of directors and officers of the Company and shall enter
          therein the particulars required by Section 215 of the Act; and

     b)   a register of interests of directors and officers in contracts, in one
          of the official languages of the Republic, and shall enter therein the
          particulars of any declarations of interest made under Sections 234,
          235 and/or 237 of the Act; and

     c)   a register of interests of directors, past directors, officers and
          other persons in the shares and debentures of the Company and shall
          enter therein the particulars of any such interests declared under
          Section 230 of the Act.

152  The directors shall keep and maintain:

     a)   a register of pledges, notarial bonds, mortgage bonds and notarial
          debentures in accordance with the provisions of Section 127 of the
          Act; and

     b)   a register of debenture holders in accordance with the provisions or
          Section 128 of the Act.

153  Each of the registers referred to in Articles 149, 150, 151 and 152:

     a)   shall be kept at the office or at any office of the Company in the
          Republic where the work of making up such register is carried out or
          at the office of an agent of the Company in the Republic where the
          work of making up such register is carried out;



                                                                              39

     b)   shall, except in the case of the register of members when such
          register is closed under the provisions of Article 160, be open to the
          inspection of members during business hours, subject to any reasonable
          restriction from time to time imposed by the Company in general
          meeting.

154  The transfer books and register of members may, upon notice being given by
     advertisement in the Gazette and a newspaper circulating in the district in
     which the registered office is situate, and in the case of any branch
     register in the manner required by Section 108 of the Act, be closed during
     such time as the directors think fit, but not exceeding in total 60 (sixty)
     days in any year.

MINUTES

155  The directors shall in terms of Sections 204 and 242 of the Act cause
     minutes of the following matters to be inserted in books kept for the
     purpose:

     a)   all resolutions and other proceedings of any general meeting or any
          meeting of any class of members of the Company;

     b)   all resolutions and other proceedings of any meeting of the directors
          or of any executive or other committee.

     Such minutes shall specify, without limitation, all resolutions to appoint
     directors and all resolutions passed in terms of Article 115 and shall
     record the names of a director attending meetings of the directors or of
     any executive or other committee.

156  Any minutes of a meeting of the Company or of the directors or of
     any/executive or other committee, and any extract therefrom purporting to
     be signed by any one director or the secretary, shall be receivable in
     evidence of the matters recorded therein. Any minutes of any resolution
     made in pursuance of Article 109 and any extract therefrom purporting to be
     signed by any one director or the secretary, shall be receivable in
     evidence of the matters recorded therein.

ACCOUNTING RECORDS

157  The directors shall cause accounting records to be kept in accordance with
     Section 284 of the Act.

158  The accounting records referred to in Article 157 shall be kept at the
     office or such other place or places as the directors may think fit.

159  The accounting records shall be open for inspection by any of the directors
     at any time. The directors shall from time to time determine whether and to
     what extent and at what times and places and under what



                                                                              40

     conditions the accounting records of the Company or any of them shall be
     open to inspection by members not being directors, and, subject to the
     rights granted to members in terms of the Act, no member other than a
     director shall be entitled to inspect any of the accounting records or
     other documents of the Company unless authorised by the directors or by the
     Company in general meeting.

ANNUAL FINANCIAL STATEMENTS

160  The directors shall from time to time, in accordance with Sections 286 and
     288 of the Act, cause to be prepared and laid before the Company in general
     meeting such annual financial statements, group annual financial statements
     and group reports, if any, as are referred to in these sections.

161  The directors shall in accordance with Section 303 of the Act, prepare or
     cause to be prepared half-yearly interim reports, copies of which shall be
     sent to every member of the Company and to the Registrar.

162  Not less than 21 (twenty-one) days before the date of any annual general
     meeting a copy of the relevant annual financial statements and group annual
     financial statements to be laid before such meeting shall be delivered or
     sent by post to the registered address of every member and debenture holder
     of the Company and shall also be sent to the Company's auditors and to the
     Registrar. In addition and simultaneously, where the Company is a listed
     company, such number of copies of the aforesaid financial statements shall
     be forwarded to the JSE Securities Exchange South Africa as determined by
     the JSE Securities Exchange South Africa from time to time. Nothing
     contained in this article shall impose a duty on the directors to send
     copies of such documents to any person whose address is not know to the
     Company or, where any share or debentures are jointly held, to more than
     one of the joint holders of such shares of debentures.

AUDIT

163  An auditor or auditors shall be appointed in accordance with Chapter X of
     the Act. An auditor may be a member of the Company but no person shall be
     eligible to be appointed as an auditor of the Company who has any interest
     otherwise than as a member, in any transaction to which the Company is a
     party, or who holds any office in the Company other than that of auditor,
     whether as director, manager, secretary or otherwise. If an auditor during
     his term as auditor, acquires an interest, or is appointed to an office,
     which renders him ineligible for appointment as an auditor, then such
     persons shall ipso facto cease to be an auditor of the Company.

164  An auditor of the Company shall, subject to the provisions of the Act and
     of Article 163, hold office until another appointment or other appointments
     to the office shall be made at a general meeting of the Company.



                                                                              41

165  Any casual vacancy occurring in the office of auditor may be filled up by
     the directors and any person so appointed shall, subject to the provisions
     of Sections 275, 277 and 278 of the Act, continue in office until the first
     general meeting held after the appointment of such person, provided that if
     such general meeting fails to appoint an auditor in the place of the
     auditor whose office was vacated and if the person appointed by the
     directors to fill the place of such person be the only existing auditor of
     the Company, then such persons may continue in office until such time as
     the Company in general meeting appoints an auditor or auditors or until the
     directors appoint some other person to fill the casual vacancy.

166  The directors shall fix the remuneration of the auditors.

167  At least once in every year the accounting records of the Company shall be
     audited for this purpose:

     a)   the auditors shall be supplied with copies of the annual financial
          statements intended to be laid before the Company in general meeting;

     b)   the auditors shall at all times have access to the books and accounts
          of the Company;

     c)   the auditors may, for the purpose of the audit, examine the directors
          or officers of the Company.

     In addition to such audit the auditors shall make a report to the members
     in compliance with the Act.

168  If the Company is a holding company as defined in Section 1 of the Act,
     then the directors' report which is included in the consolidated or group
     financial statements issued by the Company in terms of the act shall
     disclose:

     a)   full details of all matters material to an understanding of the state
          of affairs and business of the Company and the profit and loss earned
          or incurred by the Company and its subsidiary companies, if any;

     b)   the matters prescribed by Schedule 4 of the Act where these are
          applicable; and

     c)   where the Company is a listed company, full details of all special
          resolutions and resolutions (excluding resolutions or a routine nature
          passed in the normal course of business) passed at general meetings of
          the Company's subsidiary companies since the date of the previous
          annual financial statements of the Company.

169  The financial statements of the Company for any year, where certified by
     the auditors and laid before a general meeting, shall be deemed to be
     correct, and shall not in any case be re-opened, provided that if any error



                                                                              42

     is discovered in such statements within a period of 3 (three) months
     following such general meeting, then such statements shall forthwith be
     corrected and re-certified by the auditors and thenceforth shall be deemed
     to be correct.

NOTICES

BY HAND OR BY POST

170  Subject to the provisions of Articles 173 or 174 any notice to be given by
     the Company to a member shall be given by hand or sent by post by a prepaid
     letter addressed to the registered address of such member. A NOTICE SENT TO
     AN ADDRESS OUTSIDE THE REPUBLIC MUST BE SENT BY AIRMAIL, FAX OR IN ANOTHER
     WAY THAT ENSURES THAT IT IS RECEIVED QUICKLY..

171  Where notice is to be given by hand or by post then:

     a)   in the case of the joint holders of any share, such notice shall be
          effected by giving notice to the joint holder whose name appears first
          in the register of members in respect of such share; and notice so
          given shall be sufficient notice to all the holders of such share;

     b)   in the case of any share registered in the name of a member who is a
          minor, or subject to the marital power, or insolvent, or deceased or
          for whom a curator bonis has been appointed or is under judicial
          management or is in liquidation, notice may be given by hand to the
          person claiming to be entitled to the share in consequence of such
          state of affairs or may be sent by post in a prepaid letter addressed
          to such person by name or by the title of representative of the
          deceased, or trustee of the insolvent or by any like description, at
          any address supplied for the purpose by such person, provided that if
          no such address has been supplied, notice may be given in the manner
          in which the same might have been given had such state of affairs not
          existed.

172  Any notice or document delivered or sent by post or left at the registered
     address of any member in pursuance of these articles shall, notwithstanding
     that such member be then deceased, and whether or not the Company has
     received notice of his decease, be deemed to have been duly served in
     respect of any shares, whether held solely or jointly with other persons,
     unless some other person be registered in his stead as a holder or joint
     holder thereof, and such service shall, for all purposes, be deemed to be
     sufficient notice to his or her heirs, executors or administrators and/or
     to any joint holder of such shares.

BY ADVERTISEMENT

173  Notice to the holder of share warrant shall, unless the conditions of issue
     provide that such holder shall receive notices by hand or by post, be given
     by advertisement.



                                                                              43

174  Where any notice is required by these articles to be given by the Company
     to the members or any of them such notice may be given by advertisement.

175  Any notice which must be given, or which may be given by advertisement
     shall, subject to the provisions of the Act, be inserted in a newspaper
     circulating in the town or district in which the registered office of the
     Company is situated; provided that where a branch register or transfer
     office has been established such advertisement shall also be inserted in at
     least one newspaper circulating in the district which such branch register
     or transfer office is located.

PROCEDURE

176  In every notice calling a meeting of the Company or of any class of members
     of the Company there shall appear with reasonable prominence a statement
     that a member entitled to attend and vote is entitled to appoint a proxy to
     attend and vote in lieu of such person, and that a proxy need not also be a
     member.

177  Any notice by post shall be deemed to have been served at the time when the
     letter containing the same was posted, and in proving the giving of the
     notice by post it shall be sufficient to prove that the letter, envelope or
     wrapper containing the notice was properly addressed and posted.

178  Where a given number of days notice or notice extending over any period is
     required to be given, the day of service shall not, unless it is otherwise
     provided be counted in such number of days or period.

179  Every person who by operation of law, transfer or other means whatsoever,
     shall become entitled to any share shall be bound by every notice in
     respect of such share which, prior to the date on which his name and
     address is entered on the register, is given to the person from whom he
     derives his title to such share.

NOTICE OF GENERAL MEETINGS

180  Notice of a general meeting shall be given:

     a)   to every member of the Company except any member who has not supplied
          the Company a registered address for the giving of notices;

     b)   to every person entitled to a share in consequence of the death or
          insolvency of a member;

     c)   to the directors and the auditor for the time being of the Company;
          and



                                                                              44

     d)   by advertisement to the holders of share warrants to bearer.

     No other person shall be entitled to receive notice of general meetings.

VALIDITY OF ACTS

181  Accidental omission to give notice of any general meeting to any member of
     the Company or the non-receipt of such notice by any member shall not
     invalidate any resolution passed at any such meeting.

182  All acts done at any meeting of the directors or at any executive or other
     committee of the directors, or by any person acting as a director, shall,
     notwithstanding that it shall afterwards be discovered that there was some
     defect in the appointment of the director or persons acting as aforesaid,
     or that they or any of them were disqualified, be as valid as if every such
     person has been duly appointed and was qualified to be a director.

183  No provision of these articles and no regulation prescribed by the Company
     it general meeting shall retrospectively invalidate any prior act of the
     directors which would have been valid had such article or regulation not
     been enacted.

WINDING UP

184  If the Company is wound-up, then the assets remaining after payment of all
     the debts and liabilities of the Company, including the costs of
     liquidation, shall be applied to repay to the members the amount paid up on
     the issued capital of the Company and thereafter the balance shall be
     distributed to the members in proportion to their respective shareholdings;
     provided that the provisions of this article shall be subject to the rights
     of the holders of any shares issued upon special conditions.

185  Any part of the assets of the Company, including any shares or securities
     of other companies, may on a winding-up, and with the sanction of a special
     resolution of the Company, be paid to the members of the Company in specie,
     or may be vested in the trustees for the benefit of such members, and the
     liquidation of the Company may thereupon be concluded and the Company
     dissolved.

LIABILITY

186  Subject to the provisions of Sections 247 and 248 of the Act, every
     director, manager, auditor or secretary and other officer or employee of
     the Company shall be indemnified and held harmless by the Company against,
     and it shall be the duty of the directors out of the funds of the Company
     to pay, all costs, losses and expenses, including travelling expenses,
     which any such officer or employee may incur or become liable to pay by
     reason of any contract entered into, or any act or omission done or omitted
     to be done by him in the discharge of his duties or in his capacity as such
     officer or employee.



                                                                              45

187  Subject to the provisions of the Act, no director, manager, secretary or
     other officer or employee of the Company shall be liable for any act or
     omission of any other director, manager, secretary or other employee of the
     Company; or for joining in any receipt or other act; or for any loss or
     expense suffered by the Company in consequence of any absence of, or any
     defect in, any title to any property acquired by order of the directors for
     or on behalf of the Company; or for any absence of, or defect in, any
     security upon which any of the moneys of the Company shall be invested; or
     for any loss or damage arising from the insolvency of delictual act of any
     person with whom any moneys, securities or assets shall be deposited; or
     for any loss or damage occasioned by an error of judgement or oversight on
     the part of such director, manager, secretary or other officer or employee;
     or for any other loss, damage or misfortune whatever which shall happen in
     or in relation to the execution of his office or employment, unless the
     same be attributable to his own negligence, default, breach of duty or
     breach of trust.

PREFERRED ORDINARY SHARES

188. Each of the preferred ordinary par value shares of R1.00 (one rand) each
     ("a preferred ordinary share") carries the following special rights and is
     subject to the following special conditions.

     188.1  Each preferred ordinary share carries the right to receive out of
            the profits of the Company which it or its directors determine to
            distribute from time to time in respect of the period commencing on
            the date on which the preferred ordinary share is allotted to 31
            December 1997 (both dates included) ("the preferred period"), in
            priority to the declaration of any dividend during the preferred
            period in respect of the Company's ordinary shares allotted from
            time to time, a fixed annual cumulative preferred cash dividend
            ("the preferred dividend") at the rate of 8% (eight per centum) per
            annum calculated on the subscription price payable on the allotment
            of the preferred ordinary share (being the par value of the
            preferred ordinary share and any premium payable on its allotment)
            one-half of which shall be payable half-yearly in arrear and which
            half-yearly dividends shall be declared during January in respect of
            the half-year ending 31 December and during July in respect of the
            period ending 30 June 1996 provided that the amount of the first
            such declaration shall be calculated on a proportionate basis from
            the date of allotment of the preferred ordinary share to 30 June
            1996. The last such half-yearly preferred dividend shall be in
            respect of the half-year ending 31 December 1997. Each preferred
            dividend shall accrue to preferred ordinary shareholders registered
            as such on 31 December or 30 June, as the case may be, and shall be
            payable not later than 21 days after its declaration ("the due
            date").

     188.2  Should the Company for any reason fail to pay any preferred dividend
            referred to in 188.1, whether declared or not, on a due



                                                                              46

            date the unpaid preferred dividend shall bear interest at the rate
            of 8% (eight per centum) per annum calculated on the subscription
            price payable on the allotment of the preferred ordinary share from
            the date after the due date in question to the date of payment by
            the Company of the overdue preferred dividend in question (both days
            included). The interest shall be compounded monthly in arrear and
            shall be payable simultaneously with the payment by the Company of
            the preferred dividend in question.

     188.3  No dividend may be declared in respect of any of the Company's
            ordinary shares if any preferred dividend referred to in 188.1 has
            not been declared and no dividend may be paid in respect of any of
            the Company's ordinary shares if any dividend referred to in 188.1
            and the interest payable in terms of 188.2 in respect of any overdue
            preferred dividend has not been paid.

     188.4  During the period from the date of allotment of a preferred ordinary
            share to the thirtieth day after such date of allotment both days
            included and during February and August of each year ("the election
            periods"), the holder of a preferred ordinary share may, by lodging
            a form of election and surrender in the form prescribed by the
            Company (which form may be obtained from the Company or its transfer
            secretaries as referred to below) and accompanied by the surrender
            of the share certificate issued by the Company in respect of the
            preferred ordinary share in question, elect to convert the preferred
            ordinary share into an ordinary share raking pari passu in every
            respect with all the other ordinary shares then allotted by the
            Company except that the ordinary share in question shall not be
            entitled to participate in or to receive any dividends declared or
            which may be declared by the Company on its ordinary shares to
            ordinary shareholders registered as such on a record date prior to
            the date of such conversion in terms of this article 188.4. Upon
            receipt by the Company of such form of election and surrender
            accompanied by such share certificate, the preferred ordinary share
            shall be automatically converted into and redesignated as an
            ordinary share. At the request of the holder of a preferred ordinary
            share, the Company or its transfer secretaries shall furnish to such
            holder a form of election and surrender for use by such holder to
            convert the preferred ordinary share into an ordinary share in terms
            of this article 188.4. The form shall permit the holder of more than
            one preferred ordinary share to elect to convert only some of the
            preferred ordinary shares held by that holder and shall give details
            of the manner in which and the place(s) at which the share
            certificate for the preferred ordinary share shall be surrendered.
            The right of the holder of a preferred ordinary share to accumulated
            (but not declared) preferred dividends referred to in 188.1 and to
            receive interest which may have been payable in terms of 188.2 in
            respect of any overdue preferred dividend shall cease with effect
            from the date on which the preferred ordinary share is converted
            into and redesignated as an ordinary share in terms of this article
            188.4



                                                                              47

     188.5  On a date to be determined by the directors of the Company, which
            date shall be within 7 (seven) days (excluding Saturdays, Sundays
            and public holidays in the Republic of South Africa) of the date on
            which the special resolution passed by the Company in general
            meeting to insert this article 188.5 into the Company's articles of
            association is registered by the South African Registrar of
            Companies ("the conversion date") -

            188.5.1   the Company shall grant, credited as fully paid, to each
                  preferred ordinary shareholder registered as such at the close
                  of business of the day immediately preceding the conversion
                  date ("the record date"), one option, having the same terms
                  and conditions as the options in existence at the time of the
                  passing of the special resolution to adopt this article 188.5,
                  for every preferred ordinary share held at the record date;
                  and

            188.5.2   Immediately after the options referred to in 188.5.1 have
                  been granted, each preferred ordinary share shall be
                  automatically converted into and redesignated as an ordinary
                  share ranking pari passu in every respect with all the other
                  ordinary shares then allotted by the Company.

     188.6  The Company shall give notice, in terms of the Company's articles of
            association, to the holders of the preferred ordinary shares of the
            automatic conversion and redesignation of such preferred ordinary
            shares into ordinary shares in terms of 188.5.2 within 21
            (twenty-one) days of the conversion date referred to in 188.5. The
            notice shall include a form of surrender and shall give details of
            the manner in which and the place(s) at which the share certificates
            for the preferred ordinary shares shall be surrendered. The
            certificates for preferred ordinary shares surrendered in terms of
            this article 188.6 shall be cancelled and, against such surrender,
            the Company shall issue, free of charge, new certificates for the
            options granted in terms of 188.5.1 and new certificates for the
            ordinary shares into which the preferred ordinary shares will have
            been converted and redesignated, provided that the directors may
            dispense with such surrender on such basis as they may deem fit,
            including but not limited to requiring that an indemnity, in a form
            and on terms acceptable to them, is furnished to them.

     188.7  If the Company changes the date on which its financial year ends
            then the necessary amendment shall be made to the relevant dates
            referred to in this article 188 by special resolution of the Company
            to give effect thereto and to which the provisions of 188.8 and
            188.9 shall not apply.

     188.8  The rights and conditions referred to in 188.1 to 188.7 may only be
            cancelled or varied or added to with either -

            188.8.1   the consent in writing of the registered holders of at
                  least three-quarters of the preferred ordinary shares; or

            188.8.2   the prior sanction of a resolution passed at a separate
                  class general meeting of the holders of the preferred ordinary
                  shares in the same manner, mutatis mutandis, as a special
                  resolution of the Company and to which separate



                                                                              48

                  class general meeting (or any adjournment of that meeting) the
                  provisions of the Company's articles of association then in
                  force in respect of the consent to the variation of any of the
                  special rights or privileges attached to any class of its
                  shares shall apply, mutatis mutandis, except that the quorum
                  for the separate class general meeting shall be the holders of
                  preferred ordinary shares present in person or by proxy
                  holding at least one-quarter of those preferred ordinary
                  shares and that if at any adjournment of that meeting that
                  quorum is not present then the provisions of the Company's
                  articles of association then in force in regard to an
                  adjourned general meeting shall then apply, mutatis mutandis,
                  and by special resolution of the Company.

     188.9  For the purposes of 188.8 the special rights and conditions in
            question shall be regarded as being varied by -

            188.9.1   the creation or allotment of any shares of any kind
                  whatsoever ranking in some or all respects in priority to or
                  pari passu with the preferred ordinary shares;

            188.9.2   the convening of a general meeting to consider a special
                  resolution reducing the Company's issued share capital by the
                  cancellation of any or all of the preferred ordinary shares or
                  any part of the capital paid up in respect of all of the
                  preferred ordinary shares.

     188.10 As from the date of allotment of each preferred ordinary share, each
            preferred ordinary share shall otherwise rank pari passu in every
            respect with all of the ordinary shares then allotted by the
            Company.

"A" ORDINARY SHARES

189  The "A" ordinary shares in the share capital of the Company shall confer
     the right on a winding-up of the Company, in priority to the holders of
     ordinary shares, but after the holders of preferred ordinary shares in the
     share capital of the Company, to the repayment of an amount equal to the
     sum of the paid up value of the "A" ordinary shares together with any
     premium paid on the issue of such shares. Save as aforesaid and subject to
     the provisions of Section 195 of the Act, the "A" ordinary shares and the
     ordinary shares in the share capital of the Company shall rank pari passu
     in all respects.

CUMULATIVE PREFERENCE SHARES

190  Each cumulative preference shares of 10 cents each ("a cumulative
     preference share") carries the following special rights and is subject to
     the following special conditions:

     190.1  For the purposes of this article -



                                                                              49

            190.1.1   "the mineral rights" means the following mineral rights
                      held at 28 July 1997 by Randgold & Exploration Company
                      Limited (Registration No. 1992/005642/06) under:

                190.1.1.1 Notarial Deed of Cession of Mineral Rights No.
                          K868/93RM other than the mineral rights described in
                          paragraphs 13 to 24 thereof;

                190.1.1.2 Paragraphs A1 to 22, 37 to 39, 57 to 66, 77 to 80, B
                          and C of Notarial Deed of Cession of Mineral Rights
                          No. K6958/93 RM;

                190.1.1.3 Notarial Deed of Cession of Mineral Rights No.
                          K6673/93 RM;

                190.1.1.4 Paragraph 71 of Notarial Deed of Cession of Mineral
                          Rights No. K60668/93 RM;

                190.1.1.5 Paragraphs A1 to 6 of Notarial Deed of Cession of
                          Mineral Rights No. K5619/94 RM;

                190.1.1.6 Notarial Deed of Cession of Mineral Rights No.
                          K3457/95 RM;

                190.1.1.7 Deed of transfer No. 89/96;

            190.1.2   "a prescribed period" means, in the case of the first
                      prescribed period, the period from the date on which the
                      Company acquires the mineral rights to 31 December 1997
                      and, in respect of each subsequent prescribed period, the
                      period from the first day after the expiry of the
                      immediately preceding prescribed period to the next
                      following 30 June or 31 December, as the case may be;

            190.1.3   "the prescribed portion" means, in relation to each
                      preference dividend referred to in article 43.2, one
                      divided by the number of cumulative preference shares in
                      issue at the date on which holders of the cumulative
                      preference shares must be registered as such in order to
                      receive the preference dividend in question.

     190.2  Each cumulative preference share carries the right to receive out of
            the profits of the Company which it or its directors determine to
            distribute from time to time, in priority to any other shares for
            the time being issued by the Company but after any preferred
            ordinary shares of no par value in the issued share capital of the
            Company,



                                                                              50

            a cumulative preferential dividend ("the preference dividend") equal
            to the prescribed portion of 3% of -

            190.2.1   the gross income derived by the Company during the
                      prescribed period in question arising from its ownership
                      of the mineral rights or the use, exploitation or other
                      application of the mineral rights or arising in any other
                      way from the mineral rights; and

            190.2.2   any consideration received by the Company in respect of
                      the disposal of all or part of the mineral rights. If any
                      consideration received by the Company in regard to the
                      disposal of all or part of the mineral rights is not
                      expressed in cash in the currency of the Republic or if
                      the consideration in respect of the mineral rights is not
                      separately stated, such consideration or the mineral
                      rights, as the case may be, shall be valued by an
                      appropriately qualified independent person appointed by
                      the directors of the Company as a cash amount in the
                      currency of the Republic and such cash amount shall be
                      regarded as being income derived by the Company.

     190.3  Each preference dividend shall be calculated in respect of each
            prescribed period and shall be payable within three months after the
            expiry of the prescribed period to which it relates.

     190.4  On a winding-up of the Company or on any repayment of its capital,
            the cumulative preferences shares shall rank, in regard to all
            arrears of preference dividends (whether declared or not) calculated
            to the date of the distribution or repayment, prior to any other
            shares for the time being issued by the company but after the
            preferred ordinary shares of no par value in the issued share
            capital of the Company.

     190.5  Except as set out in articles 190.2 to 190.4, the cumulative
            preference shares shall not be entitled to any further participation
            in the profits or assets of the Company, or, on its winding-up, in
            the distribution of its surplus assets.

     190.6  The holder of a cumulative preference share shall be entitled to
            receive notice of and be entitled to attend but not to vote at any
            general meeting of the Company in respect of the cumulative
            preference share unless -

            190.6.1   the preference dividend in respect of any prescribed
                      period is in arrears for more than six months at the date
                      on which the notice convening the general meeting is
                      posted to the Company's members, in which event the holder
                      of the cumulative preference



                                                                              51

                      share shall be entitled to vote on all the resolutions
                      which are to be proposed at that general meeting; or

            190.6.2   a resolution is to be proposed at the general meeting -

                  190.6.2.1 which directly or indirectly adversely affect the
                            rights attached to the cumulative preference shares
                            or directly affects the interests of the holders of
                            the cumulative preference shares (which includes,
                            without detracting from the generality thereof, a
                            resolution to wind-up the Company or to place it
                            under judicial management or to convert any of its
                            shares which hat the date of the allotment of the
                            cumulative preference shares is not a redeemable
                            share into a redeemable share or to reduce its
                            issued share capital, share premium, capital
                            redemption reserve fund or stated capital but does
                            not include the creation or allotment or any other
                            shares of any other class unless those other shares
                            will rank, as regards participation in the profits
                            or assets of the Company, in some or all respect in
                            priority to or pari passu with the cumulative
                            preference shares); or

                  190.6.2.2 for the disposal of the whole or substantially the
                            whole of the undertaking of the Company or the whole
                            or the greater part of the assets of the Company; or

                  190.6.2.3 for the disposal of the whole of the greater part of
                            the mineral rights,

                  in which event the holder of the cumulative preference share
                  shall be entitled to vote on any such resolution.

     190.7  The holder of a cumulative preference share who is entitled to vote
            at a general meeting in terms of article 190.6 -

            190.7.1   who is present in person at the general meeting shall have
                      one vote on a show of hands on each resolution on which
                      the holder of the cumulative preference share is so
                      entitled to vote;

            190.7.2   who is present in person or is represented by a
                      representative or by a proxy at the general meeting shall,
                      on a poll on each resolution on which the holder of the
                      cumulative preference share is entitled to vote,



                                                                              52

                      be entitled to the number of votes determined in
                      accordance with Section 195 of the Act.

     190.8  Notwithstanding anything contained in these articles -

            190.8.1   the terms of this article 190 may be cancelled, varied or
                      added to;

            190.8.2   no shares in the capital of the Company, ranking, as
                      regards rights to dividends or on a winding-up or return
                      of capital, in priority to or pari passu with the
                      cumulative preference shares shall be created or issued;
                      and

            190.8.3   the Company may not dispose of the whole or part of the
                      mineral rights, without in the case of articles 43.8 (a)
                      and 43.8 (b), a special resolution or the Company and
                      without either -

                      (a) the consent in writing of the registered holders of
                          all the cumulative preference shares; or

                      (b) the prior sanction of a resolution passed at a
                          separate class meeting of the holders of the
                          cumulative preference shares in the same manner,
                          mutatis mutandis, as a special resolution of the
                          Company and to which separate class meeting (or any
                          adjournment of that meeting) the provisions of the
                          Company's articles of association then in force in
                          respect of the consent to the variation of any of the
                          rights or privileges attached to any class of its
                          shares shall apply, mutatis mutandis, except that the
                          quorum for the separate class meeting shall be the
                          holders of cumulative preference shares present in
                          person or represented by a representative or by proxy
                          holding at least one quarter of the cumulative
                          preference shares and that if at any adjournment of
                          that meeting that quorum is not present then the
                          provision of the Company's articles of association
                          then in force in regard to an adjourned general
                          meeting shall then apply, mutatis mutandis.

     190.9  A certificate issued by the auditors of the Company for the time
            being as to the income derived by the Company during a prescribed
            period for the purposes of articles 190.2 and 190.3 shall, and
            unless and until the contrary is proved, be binding on the Company
            and all its members.

     "A" PREFERENCE SHARES



                                                                              53

191. The "A" preference shares of once cent each ("the 'A' preference shares")
     carry the following rights and are subject to the following special
     conditions:

     191.1  Each 'A' preference share shall confer the right, on winding-up of
            the Company, in priority to any other shares for the time being
            issued by the Company, but after the preferred ordinary shares of no
            par value and the cumulative preference shares of 10 cents each, to
            the repayment of an amount equal to the sum of the paid up value of
            the 'A' preference share.

     191.2  Except as provided in 191.1, the 'A' preference shares shall not be
            entitled to any further participation in the profits or assets of
            the Company, or, on winding-up, in the distribution of its surplus
            assets.

     191.3  The holder of an 'A' preference share shall be entitled to receive
            notice of and be entitled to attend but not to vote at any general
            meeting of the Company in respect of an 'A' preference share unless
            a resolution is to be proposed at such general meeting which
            directly or indirectly adversely affects the rights attached to the
            'A' preference shares or directly affects the interests of the
            holders of the 'A' preference shares (which includes, without
            detracting from the generality thereof, a resolution to wind-up the
            Company or place it under judicial management or to convert any of
            its shares which at the date of the allotment of the 'A' preference
            shares is not a redeemable share into a redeemable share or to
            reduce its issued share capital, share premium, capital redemption
            reserve fund or stated capital but does not include the creation or
            allotment of any other shares of any other class unless those other
            shares will rank, as regards participation in the profits or assets
            of the Company, in some or all respects in priority to or pari passu
            with the 'A' preference shares), in which event the holder of the
            'A' preference share shall be entitled to vote on such resolution.

     191.4  The holder of an 'A' preference share who is entitled to vote at a
            general meeting in terms of article 191.3 -

            191.4.1   who is present in person at the general meeting shall have
                  one vote on a show of hands on each resolution on which the
                  holder of the 'A' preference share is so entitled to vote;

            191.4.2   who is present in person or is represented by a
                  representative or by a proxy at the general meeting shall, on
                  a poll on each resolution on which the holder of the 'A'
                  preference share is entitled to vote, be entitled to the
                  number of votes determined in accordance with section 195 of
                  the Act.

     191.5  Notwithstanding anything contained in these articles -

            191.5.1   the terms of this article 191 may not be cancelled, varied
                  or added to;

            191.5.2   no shares in the capital of the Company, ranking, as
                  regards rights to dividends or, on a winding-up or return of



                                                                              54

                  capital, in priority to or pari passu with the 'A' preference
                  shares shall be created or issued, without a special
                  resolution of the Company and without either -

                  (a) the consent in writing of the registered holders of all of
                      the 'A' preference shares; or

                  (b) the prior sanction of a resolution passed at a separate
                      class meeting of the holders of the 'A' preference shares
                      in the same manner, mutatis mutandis, as a special
                      resolution of the Company and to which separate class
                      meeting (or any adjournment of that meeting) the
                      provisions of the Company's articles of association then
                      in force in respect of the consent to the variation of any
                      of the rights or privileges attached to any class of its
                      shares shall apply, mutatis mutandis, except that the
                      quorum for the separate class meeting shall be the holders
                      of the 'A' preference shares present in person or
                      represented by a representative or by proxy holding at
                      least one-quarter of the 'A' preference shares and that if
                      at any adjournment of that meeting that quorum is not
                      present then the provisions of the Company's articles of
                      association then in force in regard to an adjourned
                      general meeting shall then apply, mutatis mutandis.

CONSOLIDATION OF SHARES OF ANY CLASS

192    IF, UPON ANY CONSOLIDATION BY THE COMPANY OF ANY IF ITS ISSUED SHARES OF
       ANY CLASS, THERE ARE MEMBERS HOLDING LESS THAN 100 SHARES PRIOR TO THE
       CONSOLIDATION TAKING EFFECT WHO BECOME ENTITLED TO FRACTIONS OF
       CONSOLIDATED SHARES, THEN THE COMPANY SHALL, UNLESS SUCH MEMBERS HAVE
       ELECTED TO RETAIN SUCH FRACTIONS, CAUSE THE FRACTIONS TO BE AGGREGATED
       AND SOLD ON SUCH BASIS AS THE DIRECTORS MAY DETERMINE AND THE COMPANY
       SHALL ACCOUNT TO EACH MEMBER FOR THE PROCEEDS ATTRIBUTABLE TO SUCH
       MEMBER'S FRACTION.

COMMUNICATION BY ELECTRONIC MEDIUM

193    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE ARTICLES, BUT
       SUBJECT TO THE ACT AND THE LISTINGS REQUIREMENTS OF THE JSE SECURITIES
       EXCHANGE SOUTH AFRICA:

193.1  THE COMPANY MAY SEND (WHICH, FOR THE PURPOSE OF THIS ARTICLE 193,
       INCLUDES SERVING, GIVING DELIVERING AND THE LIKE SHAREHOLDER INFORMATION
       TO MEMBERS BY ELECTRONIC MEDIUM PROVIDED THAT:

       193.1.1 SENDING BY ELECTRONIC MEDIUM MAY ONLY BE EFFECTED TO MEMBERS WHO
               HAVE CONSENTED IN WRITING, SUCH FORM AS HAS BEEN APPROVED BY THE
               JSE SECURITIES EXCHANGE SOUTH AFRICA, TO THE SENDING OF SUCH
               SHAREHOLDER INFORMATION BY ELECTRONIC MEDIUM AND SUCH CONSENT HAS
               NOT BEEN WITHDRAWN; AND



                                                                              55

       193.1.2 THE DIRECTORS HAVE APPROVED THE METHOD BY WHICH AND THE
               ELECTRONIC MEDIUM THROUGH WHICH SUCH SENDING OF SHAREHOLDER
               INFORMATION IS TO BE EFFECTED;

       193.1.3 IF THE DIRECTORS SO AUTHORISE, MEMBERS MAY DEPOSIT FORMS OF PROXY
               WITH THE COMPANY BY ELECTRONIC MEDIUM PROVIDED THAT THE DIRECTORS
               HAVE APPROVED THE METHOD BY WHICH AND THE ELECTRONIC MEDIUM
               THROUGH WHICH FORMS OF PROXY MAY BE SO DEPOSITED.

194    FOR THE PURPOSE OF ARTICLES 193 AND 194:

194.1  "ELECTRONIC MEDIUM" MEANS A METHOD OF ELECTRONIC COMMUNICATION WHICH
       INCLUDES, BUT IS NOT LIMITED TO FACSIMILE, ELECTRONIC DATA MESSAGE
       (INCLUDING, BUT NOT LIMITED TO, EMAIL), BULLETIN BOARD, INTERNET
       WEBSITE, CD ROM AND COMPUTER NETWORK;

194.2  "SHAREHOLDER INFORMATION" INCLUDES, BUT IS NOT LIMITED TO, NOTICES
       (INCLUDING, BUT NOT LIMITED TO, NOTICES OF GENERAL MEETINGS AND ANNUAL
       GENERAL MEETINGS OF THE COMPANY, DIVIDEND NOTICES AND INTEREST NOTICES),
       FORMS OF PROXY, CIRCULAR TO SHAREHOLDERS (INCLUDING, BUT NOT LIMITED TO,
       CIRCULARS REQUIRED IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JSE
       SECURITIES EXCHANGE SOUTH AFRICA) LISTINGS PARTICULARS, ANNUAL FINANCIAL
       STATEMENTS, GROUP ANNUAL FINANCIAL STATEMENTS, GROUP REPORTS, ANNUAL
       REPORTS AND INTERIM REPORTS, AND ANY OTHER DOCUMENT WHICH IS DETERMINED
       BY THE DIRECTORS TO BE SHAREHOLDER INFORMATION;

194.3  SHAREHOLDER INFORMATION SENT BY ELECTRONIC MEDIUM TO MEMBERS SHALL BE
       DEEMED TO HAVE RECEIVED ON THE DAY ON WHICH SUCH SHAREHOLDER INFORMATION
       WAS SENT BY THE COMPANY;

194.4  A FORM OF PROXY SENT BY ELECTRONIC MEDIUM SHALL BE DEEMED TO CONSTITUTE
       AN INSTRUMENT OF PROXY FOR THE PURPOSE OF THESE ARTICLES AND SHALL BE
       DEEMED TO COMPLY WITH SUCH PROVISIONS OF THESE ARTICLES AS MAY REQUIRE
       SIGNATURE OF INSTRUMENTS OF PROXY;

194.5  THE DEFINITION OF "WRITING" IN ARTICLE1 (n) SHALL INCLUDE SHAREHOLDER
       INFORMATION PRODUCED OR COMMUNICATED BY ELECTRONIC MEDIUM;

194.6  THE REFERENCE TO "UNDER THE HAND OF THE APPOINTER" IN ARTICLE 70 SHALL
       INCLUDE THE SENDING OF FORMS OF PROXY BY ELECTRONIC MEDIUM;

194.7  THE REFERENCE TO "POST" IN ARTICLE 72 SHALL INCLUDE THE SENDING OF FORMS
       OF PROXY BY ELECTRONIC MEDIUM;

194.8  THE REFERENCE TO DEPOSITING AND LODGING OF INSTRUMENTS APPOINTING A PROXY
       INARTICLE 74 AND 75 SHALL INCLUDE THE DEPOSITING OF FORMS OF PROXY BY
       ELECTRONIC MEDIUM;



                                                                              56

194.9  FOR THE PURPOSE OF ARTICLE 179, THE PROVISIONS OF THIS ARTICLE 193 AND
       194 SHALL ALSO APPLY IN RESPECT OF DEBENTURE HOLDERS OF THE COMPANY;

194.10 ARTICLE 180 SHALL NOT APPLY TO SHAREHOLDER INFORMATION SENT BY ELECTRONIC
       MEDIUM;

194.11 FOR THE PURPOSE OF THIS ARTICLE 193 AND 194, SHAREHOLDER INFORMATION SENT
       BY ELECTRONIC MEDIUM SHALL BE SENT TO EACH MEMBER AT THE ADDRESS NOTIFIED
       IN WRITING BY THE MEMBER TO THE COMPANY FOR THIS PURPOSE;

194.12 THE REFERENCE TO "POST" AND "POSTED" IN ARTICLES 179,180 AND 182 SHALL
       INCLUDE THE SENDING OF SHAREHOLDER INFORMATION BY ELECTRONIC MEDIUM.

EX-2.2

                                                                     EXHIBIT 2.2

                                                                       EXECUTION

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

                        DURBAN ROODEPOORT DEEP, LIMITED,

                                    AS ISSUER

                                       TO

                              THE BANK OF NEW YORK,

                                   AS TRUSTEE

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

                                    INDENTURE

                          Dated as of November 12, 2002

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

                      6% SENIOR CONVERTIBLE NOTES DUE 2006

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



                                                                          Page 2

                              CROSS REFERENCE TABLE

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED BY THE
TRUST INDENTURE REFORM ACT OF 1990, AND THE INDENTURE, DATED AS OF NOVEMBER 12,
2002.



  Trust Indenture Act                                           Indenture
       Section                                                  Section
                                                          
310                     (a)(1)                                             6.8
                        (a)(2)                                             6.8
                        (a)(3)                                  Not Applicable
                        (a)(4)                                  Not Applicable
                        (b)                                          6.9, 6.13
                        (c)                                     Not Applicable
311                     (a)                                               6.14
                        (b)                                               6.14
                        (c)                                     Not Applicable
312                     (a)                                      14.1, 14.2(a)
                        (b)                                            14.2(b)
                        (c)                                            14.2(c)
313                     (a)                                            14.4(a)
                        (b)                                            14.4(a)
                        (c)                                       1.6, 14.4(a)
                        (d)                                            14.4(b)
314                     (a)                                               14.5
                        (a)(4)                                        6.2, 9.7
                        (b)                                     Not applicable
                        (c)(1)                                             1.2
                        (c)(2)                                             1.2
                        (c)(3)                                  Not applicable
                        (d)                                     Not applicable
                        (e)                                                1.2
                        (f)                                     Not applicable
315                     (a)                                           6.1, 6.3
                        (b)                                                6.2
                        (c)                                             6.1(b)
                        (d)                                        6.1(c), 6.3
                        (e)                                               5.14




                                                                          Page 3

                                                          
316                     (a)(last sentence)                                 1.1
                        (a)(1)(A)                                         5.12
                        (a)(1)(B)                                         5.13
                        (a)(2)                                  Not applicable
                        (b)                                                5.8
                        (c)                                                1.4
317                     (a)(1)                                             5.3
                        (a)(2)                                             5.4
                        (b)                                                9.3
318                     (a)                                               1.13





                                                                          Page 4

                                TABLE OF CONTENTS

                                                                                          
                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1       Definitions                                                                11
Section 1.2       Compliance Certificates and Opinions                                       23
Section 1.3       Form of Documents Delivered to the Trustee                                 24
Section 1.4       Acts of Holders of Securities                                              25
Section 1.5       Notices, Etc., to Trustee and the Company                                  27
Section 1.6       Notice to Holders of Securities, Waiver                                    28
Section 1.7       Effect of Headings and table of Contents                                   28
Section 1.8       Successors and Assigns                                                     28
Section 1.9       Separability Clause                                                        29
Section 1.10      Benefits of Indenture                                                      29
Section 1.11      Governing Law, Etc.                                                        29
Section 1.12      Legal Holidays                                                             30
Section 1.13      Conflict with Trust Indenture Act                                          30
Section 1.14      Counterparts                                                               31

                                    ARTICLE 2
                                 SECURITY FORMS

Section 2.1       Form Generally                                                             31
Section 2.1       Restrictive Legends                                                        32

                                    ARTICLE 3
                                 THE SECURITIES

Section 3.1       Title and Terms                                                            34
Section 3.2       Denominations                                                              35
Section 3.3       Execution, Authentication, Delivery and Dating                             36
Section 3.4       Transfer and Exchange                                                      36
Section 3.5       Special Transfer Provisions                                                41





                                                                          Page 5

                                                                                          
Section 3.6       Mutilated, Destroyed, Lost or Stolen Securities                            44
Section 3.7       Payment of Interest, Interest Rights Preserved                             45
Section 3.8       Persons Deemed Owners                                                      46
Section 3.9       Cancellation                                                               46
Section 3.10      Computation of Interest                                                    47
Section 3.11      CUSIP, CINS, ISIN and/or Common Code Numbers                               47
Section 3.12      Repayment of Maturity Amount in Ordinary Shares or ADSs                    47

                                    ARTICLE 4
                           SATISFACTION AND DISCHARGE

Section 4.1       Satisfaction and Discharge of Indenture                                    50
Section 4.2       Application of Trust Money                                                 52


                                    ARTICLE 5
                                    REMEDIES

Section 5.1       Events of Default                                                          52
Section 5.2       Acceleration of Maturity, Rescission and Annulment                         54
Section 5.3       Collection of Indebtedness and Suits for Enforcement by Trustee            55
Section 5.4       Trustee May File Proofs of Claim                                           56
Section 5.5       Trustee May Enforce Claims Without Possession of Securities                57
Section 5.6       Application of Money Collected                                             57
Section 5.7       Limitation on Suits                                                        58
Section 5.8       Unconditional Right of Holders to Receive Principal,                       59
                  Accrued Original Issue Discount and Interest and to Convert
Section 5.9       Restoration of Rights and Remedies                                         59
Section 5.10      Rights and Remedies Cumulative                                             59
Section 5.11      Delay or Omission Not Waiver                                               60
Section 5.12      Control by Holders of Securities                                           60
Section 5.13      Waiver of Past Defaults                                                    60
Section 5.14      Undertaking for Costs                                                      61
Section 5.15      Waiver of Stay, Usury or Extension Laws                                    61





                                                                          Page 6

                                                                                          
                                    ARTICLE 6
                                   THE TRUSTEE


Section 6.1       Certain Duties and Responsibilities                                        62
Section 6.2       Notice of Defaults                                                         63
Section 6.3       Certain Rights of Trustee                                                  63
Section 6.4       Not Responsible for Recitals or Issuance of Securities                     65
Section 6.5       May Hold Securities, Act as Trustee Under Other Indentures                 65
Section 6.6       Money Held in Trust                                                        66
Section 6.7       Compensation and Reimbursement                                             66
Section 6.8       Corporate Trustee Required; Eligibility                                    67
Section 6.9       Resignation and Removal; Appointment of Successor                          67
Section 6.10      Acceptance of Appointment by Successor                                     69
Section 6.11      Merger, Conversion, Consolidation or Succession to Business                69
Section 6.12      Authenticating Agents                                                      69
Section 6.13      Disqualification; Conflicting Interests                                    71
Section 6.14      Preferential Collection of Claims Against the Company                      71

                                    ARTICLE 7
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.1       Company May Consolidate, Etc., Only on Certain Terms                       72
Section 7.2       Successor Substituted                                                      72

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

Section 8.1       Supplemental Indentures Without Consent of Holders of Securities           73
Section 8.2       Supplemental Indentures with Consent of Holders of Securities              74
Section 8.3       Execution of Supplemental Indentures                                       75
Section 8.4       Effect of Supplemental Indentures                                          76





                                                                          Page 7

                                                                                          
Section 8.5       Reference in Securities to Supplemental Indentures                         76
Section 8.6       Conformity with Trust Indenture Act                                        76
Section 8.7       Notice of Supplemental Indentures                                          76

                                    ARTICLE 9
                                    COVENANTS

Section 9.1       Payment of Principal, Accrued Original Issue Discount and Interest         77
Section 9.2       Maintenance of Offices or Agencies                                         77
Section 9.3       Money for Security Payments To Be Held In Trust                            78
Section 9.4       Existence                                                                  79
Section 9.5       Registration and Listing                                                   80
Section 9.6       Further Undertakings of the Company                                        80
Section 9.7       Statement by Officers as to Default                                        81
Section 9.8       Waiver of Certain Covenants                                                81

                                   ARTICLE 10
              REDEMPTION OF SECURITIES AT THE OPTION OF THE ISSUER

Section 10.1      Rights of Redemption at the Option of the Company                          82
Section 10.2      Applicability of Article                                                   82
Section 10.3      Election to Redeem; Notice to Trustee                                      82
Section 10.4      Selection by Trustee of Securities To Be Redeemed                          82
Section 10.5      Notice of Redemption                                                       83
Section 10.6      Deposit of Redemption Price                                                84
Section 10.7      Securities Payable on Redemption Date                                      84
Section 10.8      Securities Redeemed in Part                                                85
Section 10.9      Conversion Arrangement on Call for Redemption                              85
Section 10.10     Provisional Redemption after November 12, 2005                             86





                                                                          Page 8

                                                                                         
                                   ARTICLE 11
                            CONVERSTION OF SECURITIES

Section 11.1      Conversion Privilege and Conversion Rate                                   87
Section 11.2      Exercise of Conversion Privilege                                           88
Section 11.3      Fractions of Shares                                                        89
Section 11.4      Adjustment of Conversion Rate                                              90
Section 11.5      Notice of Adjustments of Conversion Rate                                   96
Section 11.6      Notice of Certain Corporate Action                                         97
Section 11.7      Company to Reserve Ordinary Shares and ADSs                                98
Section 11.8      Taxes and ADS Fees on Conversions                                          98
Section 11.9      Covenant as to Ordinary Shares                                             98
Section 11.10     Cancellation of Converted Securities                                       99
Section 11.11     Provision in Case of Consolidation, Merger or Sale of Assets               99
Section 11.12     Responsibility of Trustee for Conversion Provisions                       100

                                   ARTICLE 12
              REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER
                            UPON A CHANGE IN CONTROL

Section 12.1      Right to Require Repurchase                                               101
Section 12.2      Conditions to the Company's Election to Pay the Repurchase                102
                  Price in Ordinary Shares                                                  103
Section 12.3      Notices; Method of Exercising Repurchase Right, Etc,

                                   ARTICLE 13
            PAYMENT OF ADDITIONAL AMOUNTS OR REDEMPTION OF SECURITIES
                   IN THE EVENT OF IMPOSITION OF CERTAIN TAXES

Section 13.1      Payment of Additional Amounts                                             106
Section 13.2      Provisional Redemption Upon Imposition of Certain Taxes                   108





                                                                          Page 9

                                                                                         
                                   ARTICLE 14
         HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY, NON-RECOURSE

Section 14.1      Company to Furnish Trustee Names and Addresses of Holders                 109
Section 14.2      Preservation of Information                                               109
Section 14.3      No Recourse Against Others                                                110
Section 14.4      Reports by Trustee                                                        110
Section 14.5      Reports by the Company                                                    110

                                   ARTICLE 15
                      MEETINGS OF HOLDERS OF THE SECURITIES

Section 15.1      Purposes of Meetings                                                      111
Section 15.2      Place of Meetings                                                         111
Section 15.3      Call and Notice of Meetings                                               111
Section 15.4      Voting at Meetings                                                        112
Section 15.5      Voting Rights, Conduct and Adjournment                                    112





                                                                         Page 10

                                    EXHIBITS

Exhibit A-1       Form of Rule 144A Global Security
Exhibit A-2       Form of Regulation S Global Security
Exhibit A-3       Form of Unrestricted Global Security
Exhibit B         Form of Definitive Security
Exhibit C         Form of Certificate of Authentication
Exhibit D         Form of Conversion Notice
Exhibit E         Form of Notice of Election of Holder to Require Repurchase
Exhibit F         Form of Transfer Certificate.



                                                                         Page 11

     INDENTURE, dated as of November 12, 2002, between Durban Roodepoort Deep,
Limited, a corporation incorporated under the laws of the Republic of South
Africa, having its registered office at 45 Empire Road, Parktown, Johannesburg,
South Africa 2193, as issuer (herein called the "COMPANY") and The Bank of New
York, a New York banking corporation, as Trustee hereunder (herein called the
"TRUSTEE").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the creation of an issue of its 6% Senior
Convertible Notes due 2006 (herein called the "SECURITIES"), of substantially
the tenor and amount hereinafter set forth, and to provide therefor the Company
has duly authorized the execution and delivery of this Indenture.

     All things necessary to make the Securities, when the Securities are
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid and legally
binding agreement of the Company, in accordance with their and its terms, have
been done.

     Further, all things necessary to duly authorize the issuance of the
Ordinary Shares or ADSs (as defined below) of the Company issuable upon the
conversion of the Securities, and to duly reserve for issuance the number of
Ordinary Shares (as defined below) issuable upon such conversion, have been
done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders (as defined below) thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.    DEFINITIONS.



                                                                         Page 12

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

          (1)  the terms defined in this Article 1 have the meanings assigned to
     them in this Article 1 and include the plural as well as the singular;

          (2)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles in the United States, and, except as otherwise herein expressly
     provided, the term "generally accepted accounting principles" with respect
     to any computation required or permitted hereunder shall mean such
     accounting principles as are generally accepted at the date of such
     computation; and

          (3)  the words "herein", "hereof' and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

     "ACCRUED ORIGINAL ISSUE DISCOUNT" of any Security means, as of any date of
determination, the portion of Original Issue Discount required to be accrued
from the Closing Date to such date of determination pursuant to Section 1272 of
Code.

     "ACT", when used with respect to any Holder of a Security, has the meaning
specified in Section 1.4(a).

     "ADDITIONAL AMOUNTS" has the meaning specified in Section 13.1.

     "ADSs" means the Company's American Depositary Shares, each initially
representing one Ordinary Share, issued under the Deposit Agreement, dated as of
August 12, 1996, as amended and restated as of October 2, 1996, as further
amended and restated as of August 6, 1998, among the Company, The Bank of New
York, a New York banking corporation, as depositary, and all owners and holders
from time to time of American Depositary Receipts issued thereunder, as such
Deposit Agreement may be further amended from time to time, or any successor
depositary facility.

     "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through



                                                                         Page 13

the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

     "AGENT MEMBER" means a member of, or participant in, DTC, Clearstream or
Euroclear, as the case may be.

     "APPLICABLE PROCEDURES" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the depositary for such Security, to the extent applicable to such
transaction and as in effect from time to time.

     "ARTICLES OF ASSOCIATION" means the Memorandum and Articles of Association
of the Company, as may be further amended and restated from time to time.

     "AUTHENTICATING AGENT" means any Person authorized pursuant to Section 6.12
to act on behalf of the Trustee to authenticate Securities.

     "BOARD OF DIRECTORS" means the board of directors of the Company, or any
duly authorized committee of such board.

     "BOARD RESOLUTION" means a resolution duly adopted by the Board of
Directors, a copy of which, certified by the Secretary or an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, shall have been
delivered to the Trustee.

     "BOOK-ENTRY DEPOSITARY" means DTC, Clearstream or Euroclear.

     "BUSINESS DAY", when used with respect to any Place of Payment, Place of
Conversion or any other place, as the case may be, means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions
in such Place of Payment, Place of Conversion or other place, as the case may
be, are authorized or obligated by law or executive order to close; PROVIDED,
HOWEVER, that a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close shall not be a
Business Day for purposes of Section 10.6 or Section 11.4.

     "CHANGE IN CONTROL" means the occurrence at any time, after the original
issuance of the Securities, of any of the following events:



                                                                         Page 14

          (1)  the acquisition by any Person (including any syndicate or group
     that would be deemed to be a "person" under Section 13(d)(3) of the
     Exchange Act) of beneficial ownership, directly or indirectly, through a
     purchase, merger or other acquisition transaction or series of
     transactions, of shares of capital stock of the Company entitling such
     Person to exercise more than 50% of the total voting power of all shares of
     capital stock of the Company entitled to vote generally in the elections of
     directors, other than any such acquisition by the Company, any Subsidiary,
     or any employee benefit plan of the Company; or

          (2)  any consolidation or merger of the Company with or into any other
     Person, or any merger of another Person with or into the Company (other
     than (A) a merger (i) that does not result in any reclassification,
     conversion, exchange or cancellation of outstanding shares of the Company's
     capital stock and (ii) pursuant to which holders of Ordinary Shares and
     ADSs immediately prior to such transaction have, directly or indirectly,
     50% or more of the total voting power of all shares of capital stock or
     other ownership interests entitled to vote generally in the election of
     directors of the continuing or surviving Person immediately after such
     transaction and (B) any merger that is effected solely to change the
     jurisdiction of incorporation of the Company and results in a
     reclassification, conversion or exchange of outstanding Ordinary Shares
     solely into Ordinary Shares of the Company or another Person); or

          (3)  any conveyance, transfer, sale, lease or other disposition of all
     or substantially all of the Company's assets to another Person;

PROVIDED, HOWEVER, that a Change in Control shall not be deemed to have occurred
if the Volume Weighted Average Price on any five Trading Days within (A) the
period of 10 consecutive Trading Days ending immediately after the later of the
date of the Change in Control or the date of the public announcement of the
Change in Control (in the case of a Change in Control under clause (1) above
relating to an acquisition of capital stock not involving a merger or
consolidation covered by clause (2) above) or (B) the period of 10 consecutive
Trading Days ending immediately prior to the date of the Change in Control (in
the case of a Change in Control under clause (2) or (3) above) shall, in either
case, equal or exceed 105% of the Conversion Price of the Securities in effect
on each such Trading Day. For the purposes of this definition, "beneficial
owner," has the meaning attributed to it in Rules 13d-3 under the Exchange Act,
whether or not applicable.

     "CLEARSTREAM" means Clearstream Banking, societe anonyme, or its successor
in such capacity.



                                                                         Page 15

     "CLOSING DATE" means November 12, 2002, the date on which the Securities
are originally issued under this Indenture.

     "CODE" has the meaning specified in Section 2.1.

     "COMMISSION" means the United States Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

     "COMPANY" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter the "Company" shall mean
such successor Person.

     "COMPANY NOTICE" has the meaning specified in Section 12.3(1).

     "COMPANY ORDER" or "COMPANY REQUEST" means a written request or order
signed in the name of the Company by (1) its Chief Executive Officer, Finance
Director or other Director, and (2) its Chief Financial Officer, its Treasurer,
its Secretary or an Assistant Secretary, and delivered to the Trustee.

     "COMPLETION DATE" has the meaning specified in Section 11.4(6).

     "CONSTITUENT PERSON" has the meaning specified in Section 11.11.

     "CONVERSION AGENT" means any Person authorized by the Company to convert
Securities in accordance with Article 11. The Company has initially appointed
the Trustee as its Conversion Agent in the State of New York, County of New
York, City of New York.

     "CONVERSION PRICE" means the amount equal to U.S.$1,000 divided by the
Conversion Rate.

     "CONVERSION RATE" has the meaning specified in Section 11.1.

     "CONVERSION SHARES" has the meaning specified in Section 11.4(13).

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered
(which at the date of this Indenture is



                                                                         Page 16

located at 101 Barclay Street, Floor 21 West, New York, New York 10286,
Attention: Corporate Trust Administration, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the
Holders and the Company)).

     "CORPORATION" means a corporation, company, association, joint-stock
company or business trust.

     "DEFAULTED INTEREST" has the meaning specified in Section 3.7.

     "DEFINITIVE SECURITY" means any definitive registered Security
substantially in the form set forth in EXHIBIT B hereto issued in accordance
with Section 3.4.

     "DISTRIBUTION DATE" has the meaning specified in Section 11.4(13)

     "DOLLAR" or "U.S.$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

     "DTC" means The Depository Trust Company, a New York corporation, or its
successor in such capacity.

     "DTC AGREEMENT" has the meaning specified in Section 3.4(A)(a).

     "EUROCLEAR" means Euroclear S.A./N.V., as operator of the Euroclear System,
or its successor in such capacity.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.1.

     "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934 (or any
successor statute), as amended from time to time.

     "GLOBAL SECURITY" means a Security evidencing all or a part of all of the
Securities substantially in the form set forth in EXHIBIT A hereto, issued in
accordance with Section 3.4.

     "HOLDER" means, in the case of any Security, the Person in whose name the
Security is registered in the Security Register.



                                                                         Page 17

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.

     "INTEREST PAYMENT DATE" means the Stated Maturity of an installment of
interest on the Securities.

     "INVESTMENT COMPANY ACT" means the U.S. Investment Company Act of 1940 (or
any successor statute), as amended from time to time.

     "LIQUIDATED DAMAGES" has the meaning specified in Section 3 of the
Registration Rights Agreement.

     "MATURITY", when used with respect to any Security, means the date on which
the principal of such Security becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, election to require repurchase as set forth in Article 12, or
otherwise.

     "MATURITY AMOUNT" means 102.5% of the principal amount of the Securities.

     "MATURITY DATE" means the date of Stated Maturity of the principal of the
Securities.

     "NON-ELECTING SHARE" has the meaning specified in Section 11.11.

     "NON-U.S. PERSON" means a Person who is not a "U.S. person" as defined in
Regulation S.

     "NOTICE OF DEFAULT" has the meaning specified in Section 5.1(4).

     "OFFICERS' CERTIFICATE" means a certificate signed by (1) the Chief
Executive Officer, Finance Director or other Director; and (2) the Chief
Financial Officer, the Treasurer, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.



                                                                         Page 18

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
for or employed by the Company and who shall be acceptable to the Trustee.

     "ORDINARY SHARES" mean the ordinary shares, no par value, in the capital of
the Company at the date of this instrument as originally executed. Shares
issuable on conversion or repurchase of Securities shall include only Ordinary
Shares or shares of any class or classes of ordinary shares resulting from any
reclassification or reclassifications thereof; PROVIDED, HOWEVER, that if at any
time there shall be more than one such resulting class, the shares so issuable
on conversion of Securities shall include shares of all such classes, and the
shares of each such class then so issuable shall be substantially in the
proportion that the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications. For purposes of Article 11, unless
the context requires otherwise, the term "ORDINARY SHARES" means the Ordinary
Shares or ADSs issuable upon conversion of the Securities.

     "ORIGINAL ISSUE DISCOUNT" of any Security means the difference between (x)
the Maturity Amount of the Security and (y) the principal amount of the
Security.

     "OUTSTANDING", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

          (1)  Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation (including Securities converted, or
     surrendered for conversion, into Ordinary Shares or ADSs pursuant to the
     terms of this Indenture);

          (2)  Securities for the payment or redemption of which money in the
     necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent (if other than the Company) in trust or set aside and
     segregated in trust by the Company (if the Company shall act as its own
     Paying Agent) for the Holders of such Securities; PROVIDED, HOWEVER, that
     if such Securities are to be redeemed, notice of such redemption has been
     duly given pursuant to this Indenture or provision therefor satisfactory to
     the Trustee has been made; and

          (3)  Securities that have been paid pursuant to Section 3.6 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by



                                                                         Page 19

     a bona fide purchaser in whose hands such Securities are valid obligations
     of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such determination as to the presence of a quorum or upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Securities that a Responsible Officer of the Trustee actually knows to be
so owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.

     "PAYING AGENT "means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company and, except
as otherwise specifically set forth herein, such term shall include the Company
if it shall act as its own Paying Agent. The Company has initially appointed the
Trustee as its Paying Agent in the State of New York, County of New York, City
of New York.

     "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated organization, or government or any
agency or political subdivision thereof or any other entity of whatever nature.

     "PLACE OF CONVERSION" has the meaning specified in Section 3.1.

     "PLACE OF PAYMENT" has the meaning specified in Section 3.1.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


                                                                         Page 20

     "PRIVATE PLACEMENT LEGEND" means the legend initially set forth on the
Securities in the form set forth in Section 2.2.

     "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of November 4,
2002, between the Company and CIBC World Markets Corp., as such agreement may be
amended from time to time.

     "PURCHASED SHARES" has the meaning specified in Section 11.4(6).

     "PURCHASERS" has the meaning specified in Section 10.9.

     "QIB" means a "qualified institutional buyer" as defined under Rule 144A.

     "RECORD DATE" means any Regular Record Date or Special Record Date.

     "RECORD DATE PERIOD" means the period from the close of business of any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date.

     "REDEMPTION DATE", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

     "REDEMPTION PRICE", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture. In the
case of any Security to be redeemed in accordance with Section 10.10 or Section
13.2 of this Indenture, "Redemption Price" means 100% of the principal amount of
the Securities to be redeemed, plus Accrued Original Issue Discount and accrued
and unpaid interest, if any, to, but excluding, the Redemption Date.

     "REGISTRABLE SECURITIES" has the meaning specified in Section 1 of the
Registration Rights Agreement.

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of November 12, 2002, between the Company and CIBC World Markets Corp.,
a copy of which has been furnished to the Trustee.



                                                                         Page 21

     "REGISTRATION STATEMENT" means the Shelf Registration Statement described
in Section 2 of the Registration Rights Agreement.

     "REGULAR RECORD DATE" for interest payable in respect of any Definitive
Security on any Interest Payment Date means the 1st day of May or the 1st day of
November (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.

     "REGULATION S" means Regulation S under the Securities Act.

     "REGULATION S DEFINITIVE SECURITY" means a Definitive Security issued in
respect of an interest in the Regulation. S Global Security.

     "REGULATION S GLOBAL SECURITY" has the meaning specified in Section 2.1.

     "REPAYMENT AMOUNT" has the meaning specified in Section 3.12(a)

     "REPAYMENT DATE" has the meaning specified in Section 3.12(a).

     "REPURCHASE DATE" has the meaning specified in Section 12.1.

     "REPURCHASE PRICE" has the meaning specified in Section 12.1.

     "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee, including, without
limitation, any vice president, assistant vice president, assistant treasurer,
corporate trust officer or other employee of the Trustee customarily performing
functions similar to those performed by any of the above designated officers,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge and familiarity
with the particular subject and who shall have direct responsibility for the
administration of this Indenture.

     "RIGHTS PLAN" has the meaning specified in Section 11.4(4).

     "RULE 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

     "RULE 144A DEFINITIVE SECURITY" means a Definitive Security issued in
respect of an interest in the Rule 144A Global Security.



                                                                         Page 22

     "RULE 144A GLOBAL SECURITY" has the meaning specified in Section 2.1.

     "SECURITIES" has the meaning ascribed to it in the first paragraph under
 the caption "Recitals of the Company".

     "SECURITIES ACT" means the U.S. Securities Act of 1933 (or any successor
statute), as amended from time to time.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.4.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Company pursuant to Section 3.7.

     "STATED MATURITY", when used with respect to any Security or any instalment
of interest thereon, means the date specified in such Security as the fixed date
on which the principal of such Security or such instalment of interest is due
and payable.

     "SUBSIDIARY" means a corporation, or limited liability company, more than
50% of the outstanding voting stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one
or more other Subsidiaries. For the purposes of this definition, "voting stock"
means stock or other similar interests in the corporation that ordinarily has or
have voting power for the election of directors, or Persons performing similar
functions, whether at all times or only so long as no senior class of stock or
other interests has or have such voting power by reason of any contingency.

     "TRADING DAYS" means (1) if the Ordinary Shares or ADSs are listed or
admitted for trading on any national securities exchange, days on which such
national securities exchange is open for business; (2) if the Ordinary Shares or
ADSs are quoted on The Nasdaq SmallCap Market or any other system of automated
dissemination of quotations of securities prices, days on which trades may be
effected through such system; or (3) if the Ordinary Shares and ADSs are not
listed or admitted for trading on any national securities exchange or quoted on
The Nasdaq SmallCap Market or any other system of automated dissemination of
quotation of securities prices, days on which the Ordinary Shares or ADSs are
traded regular way in the over the-counter market and for which a closing bid
and a closing asked price for the Ordinary Shares or ADSs are available.



                                                                         Page 23

     "TRUST INDENTURE ACT" means the U.S. Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; PROVIDE, HOWEVER,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

     "UNITED STATES" or "U.S." means the United States of America (including the
several States and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction (its "possessions" including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands).

     "UNRESTRICTED GLOBAL SECURITY" means any Global Security that does not and
is not required to bear the Private Placement Legend.

     "VOLUME WEIGHTED AVERAGE PRICE" means the volume weighted average price for
the Ordinary Shares or ADSs of the Company on The Nasdaq SmallCap Market (or, if
not listed on The Nasdaq SmallCap Market, such other national securities
exchange upon which the Ordinary Shares or ADSs may then be listed or otherwise
in the over-the-counter market, as applicable), as reported by Bloomberg, LP
using the AQR function on the date of determination.

SECTION 1.2.    COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and, if required by the Trust Indenture Act, an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (including certificates provided for in
Section 9.7) shall include:



                                                                         Page 24

          (1)  a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

          (2)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3)  a statement that, in the opinion of such individual, he has made
     such examination or investigation as is necessary to enable him to express
     an informed opinion as to whether or not such covenant or condition has
     been complied with; and

          (4)  a statement as to whether, in the opinion of each such
     individual, such condition or covenant has been complied with; PROVIDED,
     HOWEVER, with respect to matters of fact, an Opinion of Counsel may rely on
     an Officers' Certificate or certificates of public officials.

SECTION 1.3.    FORM OF DOCUMENTS DELIVERED TO THE TRUSTEE.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company or any other Person
stating that the information with respect to such factual matters is in the
possession of the Company or such other Person, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.



                                                                         Page 25

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 1.4.    ACTS OF HOLDERS OF SECURITIES.

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders of Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing by such Holders. Such action
shall become effective when such instrument or instruments is delivered to the
Trustee and, where it is hereby expressly required, to the Company. Upon request
by the Company, the Trustee shall promptly deliver to the Company copies of all
such instruments delivered to the Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "ACT" of the Holders of Securities signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent or proxy, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 6.1) conclusive in favour of the Trustee and the Company if made in the
manner provided in this Section 1.4.

     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.

     (c)  The ownership, principal amount and serial number of any Security held
by any Person, and the date of his holding the same, shall be proved by the
Security Register. In the case of a Global Security, the Holder thereof shall be
entitled to give or take, or vote on, any relevant action with respect to all or
only a portion of the principal amount represented by such Global Security as of
the record date fixed for such action, as indicated in Security Register.

     (d)  The fact and date of execution of any such instrument or writing and
the authority of the Person executing the same may also be proved in any other
manner that the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this
Section 1.4.



                                                                         Page 26

     (e)  The Company may set any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted by this Indenture to be given or taken by
Holders. Promptly and in any case not later than 10 days after setting a record
date, the Company shall notify the Trustee and the Holders of such record date.
If not set by the Company prior to the first solicitation of a Holder made by
any Person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be the
30th day (or, if later, the date of the most recent list of Holders required to
be provided pursuant to Section 14.1) prior to such first solicitation or vote,
as the case may be. With regard to any record date, the Holders on such date (or
their duly appointed agents or proxies), and only such Persons, shall be
entitled to give or take, or vote on, the relevant action, whether or not such
Holders remain Holders after such record date. Notwithstanding the foregoing,
the Company shall not set a record date for, and the provisions of this
paragraph shall not apply with respect to, any notice, declaration or direction
referred to in the next paragraph.

     Upon receipt by the Trustee from any Holder of (i) any notice of default or
breach referred to in Section 5.1(4), if such default or breach has occurred and
is continuing and the Trustee shall not have given such a notice to the Company;
(ii) any declaration of acceleration referred to in Section 5.2, if an Event of
Default has occurred and is continuing and the Trustee shall not have given such
a declaration to the Company; or (iii) any direction referred to in Section
5.12, if the Trustee shall not have taken the action specified in such
direction, then, with respect to clauses (ii) and (iii), a record date shall
automatically and without any action by the Company or the Trustee be set for
determining the Holders entitled to join in such declaration or direction, which
record date shall be the close of business on the tenth day (or, if such day is
not a Business Day, the next succeeding Business Day) following the day on which
the Trustee receives such declaration or direction, and, with respect to clause
(i), the Trustee may set any day as a record date for the purpose of determining
the Holders entitled to join in such notice of default. Promptly after such
receipt by the Trustee of any such declaration or direction referred to in
clause (ii) or (iii), and promptly after setting any record date with respect to
clause (i), and as soon as practicable thereafter, the Trustee shall notify the
Company and the Holders of any such record date so fixed. The Holders on such
record date (or their duly appointed agents or proxies), and only such Persons,
shall be entitled to join in such notice, declaration or direction, whether or
not such Holders remain Holders after, such record date; PROVIDED, HOWEVER,
that, unless such notice, declaration or direction shall have become effective
by virtue of Holders of the requisite principal amount of Securities on such
record date (or their duly appointed agents or proxies) having joined therein on
or prior to the 180th day after such record date, such notice, declaration or
direction shall automatically and without any



                                                                         Page 27

action by any Person be cancelled and of no further effect. Nothing in this
paragraph shall be construed to prevent a Holder (or a duly appointed agent or
proxy thereof) from giving, before or after the expiration of such 180-day
period, a notice, declaration or direction contrary to or different from, or,
after the expiration of such period, identical to, the notice, declaration or
direction to which such record date relates, in which event a new record date in
respect thereof shall be set pursuant to this paragraph. In addition, nothing in
this paragraph shall be construed to render ineffective any notice, declaration
or direction of the type referred to in this paragraph given at any time to the
Trustee and the Company by Holders (or their duly appointed agents or proxies)
of the requisite principal amount of Securities on the date such notice,
declaration or direction is so given.

     (f)  Except as provided in Section 5.12 and Section 5.13, any request,
demand, authorization, direction, notice, consent, election, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

SECTION 1.5.    NOTICES. Etc., TO TRUSTEE AND THE COMPANY.

     Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act of Holders of Securities or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with:

          (1)  the Trustee by any Holder of Securities or by the Company shall
     be sufficient for every purpose hereunder if made, given, furnished or
     filed in writing (which may be via facsimile) to or with the Trustee and
     received at its Corporate Trust Office, Attention: Corporate Trust
     Administration, and shall be deemed given when received; or

          (2)  the Company by the Trustee or by any Holder of Securities shall
     be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if in writing, mailed, first-class postage prepaid, or
     telecopied and confirmed by mail, first-class postage prepaid, or delivered
     by hand or overnight courier, addressed to the Company at 45 Empire Road,
     Parktown, Johannesburg, South Africa 2193, Attention: Company Secretary, or
     at any other address previously furnished in writing to the Trustee by the
     Company, and shall be deemed given when received.



                                                                         Page 28

     Any request, demand, authorization, direction, notice, consent, election or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

SECTION 1.6.    NOTICE TO HOLDERS OF SECURITIES; WAIVER.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be
sufficiently given to Holders if in writing and mailed, first-class postage
prepaid to each Holder of a Security affected by such event, at the address of
such Holder as it appears in the Security Register, not earlier than the
earliest date and not later than the latest date prescribed for the giving of
such notice.

Neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Security shall affect the
sufficiency of such notice with respect to other Holders of Securities. In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification to Holders of Securities as shall be made with the approval of the
Trustee, which approval shall not be unreasonably withheld or delayed, shall
constitute a sufficient notification to such Holders for every purpose
hereunder.

     Such notice shall be deemed to have been given when such notice is mailed.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders of Securities shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 1.7.    EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 1.8.    SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Indenture by the Company and by the
Trustee shall bind their respective successors and assigns, whether so expressed
or not.



                                                                         Page 29

SECTION 1.9.    SEPARABILITY CLAUSE.

     In case any provision in this Indenture or the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.10.   BENEFITS OF INDENTURE.

     Except as provided in the next sentence, nothing in this Indenture or in
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors and assigns hereunder and the Holders of
Securities, any benefit or legal or equitable right, remedy or claim under this
Indenture.

SECTION 1.11.   GOVERNING LAW. Etc.

     (a)  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     (b)  The Company hereby:

               (i)   agrees that any suit, action or proceeding against it
          arising out of or relating to this Indenture or the Securities, as the
          case may be, under U.S. federal or state securities laws may be
          instituted in any U.S. federal or state court sitting in New York
          City;

               (ii)  waives to the extent permitted by applicable law, any
          objection which it may now or hereafter have to the laying of venue of
          any such suit, action or proceeding, and any claim that any suit,
          action or proceeding in such a court has been brought in an
          inconvenient forum;

               (iii) irrevocably submits to the non-exclusive jurisdiction of
          such courts in any suit, action or proceeding;



                                                                         Page 30

               (iv)  agrees that final judgment in any such suit, action or
          proceeding brought in such a court shall be conclusive and binding and
          may be enforced in the courts of the jurisdiction of which it is
          subject by a suit upon judgment; and

               (v)   irrevocably appoints CT Corporation System as its agent
          upon which process may be served in any such suit, action or
          proceeding, and agrees that service of process upon such agent at its
          office at 111 Eighth Avenue, New York, New York 10011 and written
          notice of said service to the Company by such agent shall constitute
          personal service of such process on the Company in any such suit,
          action or proceeding.

SECTION 1.12.   LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date, Repurchase
Date or Stated Maturity of any Security or the last day on which a Holder of a
Security has a right to convert his Security shall not be a Business Day at a
Place of Payment or Place of Conversion, as the case may be, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of principal of, Accrued Original Issue Discount on or interest on, or
the payment of any Redemption Price or Repurchase Price (whether the same is
payable in cash or in Ordinary Shares or ADSs) with respect to, or delivery for
conversion of, such Security need not be made at such Place of Payment or Place
of Conversion, as the case may be, on or by such day, but may be made on or by
the next succeeding Business Day at such Place of Payment or Place of
Conversion, as the case may be, with the same force and effect as if made on the
Interest Payment Date, Redemption Date or Repurchase Date, or at the Stated
Maturity or by such last day for conversion; PROVIDED, HOWEVER, that in the case
that payment is made on such succeeding Business Day, no additional interest or
Accrued Original Issue Discount shall be paid on the amount so payable for the
period from and after such Interest Payment Date, Redemption Date, Repurchase
Date, Stated Maturity or last day for conversion, as the case may be.

SECTION 1.13.   CONFLICT WITH TRUST INDENTURE ACT.

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.
Until such time as this Indenture shall be qualified under the Trust Indenture
Act, this Indenture, the Company and the Trustee shall



                                                                         Page 31

be deemed for all purposes hereof to be subject to and governed by the Trust
Indenture Act to the same extent as would be the case if this Indenture were so
qualified on the date hereof.

SECTION 1.14.   COUNTERPARTS.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                    ARTICLE 2

                                 SECURITY FORMS

SECTION 2.1.    FORM GENERALLY.

     The Securities shall be in substantially the form set forth in this Article
and in the forms of Securities set forth in EXHIBITS A and B to this Indenture,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or the Internal Revenue Code of 1986, as amended, and regulations thereunder
(the "CODE"), or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof. The
Securities shall initially be represented by two or more Global Securities in
registered form, as opposed to bearer form.

     Securities initially offered and sold to U.S. investors shall be issued in
the form of one or more permanent global certificates in registered form,
substantially in the form set forth in EXHIBIT A-1 hereto (a "RULE 144A GLOBAL
SECURITY"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided and deposited with a custodian for and registered in the
name of Cede & Co., as nominee of DTC.

     Securities initially offered and sold outside of the United States shall be
issued in the form of one or more permanent global certificates in registered
form, substantially in the form set forth in EXHIBIT A-2 hereto (a "REGULATION S
GLOBAL SECURITY"), duly executed by the Company and authenticated by the Trustee
as hereinafter provided and deposited with, and registered in the name of a
nominee for, a common depositary for Clearstream and Euroclear.



                                                                         Page 32

     Unrestricted Global Securities may be issued upon effectiveness of a
registration statement (including the Registration Statement) with respect to
the Securities in accordance with the provisions of this Indenture, in the form
of EXHIBIT A-3 hereto.

     The aggregate principal amount of the Global Securities may from time to
time be increased or decreased by adjustments made on the records of the
Securities Registrar in accordance with instructions given by DTC, Clearstream
and Euroclear,

     Definitive Securities may be issued from time to time in accordance with
the provisions of this Indenture, in the form of EXHIBIT B hereto.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in EXHIBIT C.

     Conversion notices shall be in substantially the form set forth in
EXHIBIT D.

Notices of election of a Holder to require repurchase shall be in substantially
the form set forth in EXHIBIT E.

     Certificates with respect to any transfer of a Security to a Non-U.S.
Person shall be substantially in the form set forth in EXHIBIT F.

Any definitive Securities shall be printed, lithographed, typewritten or
engraved or produced by any combination of these methods on steel engraved
borders if so required by any securities exchange upon which the Securities may
be listed, or may be produced in any other manner permitted by the rules of any
such securities exchange, or, if the Securities are not listed on a securities
exchange, in any other manner approved by the Company, all as determined by the
officers executing such Securities, as evidenced by their execution thereof.

SECTION 2.2.    RESTRICTIVE LEGENDS.

     (a)  Unless and until a Security is sold or otherwise transferred in
connection with an effective registration statement (including the Registration
Statement) (i) the Rule 144A Global Securities and Rule 144A Definitive
Securities shall bear the legend set forth below on the face thereof and (ii)
until and including the 40th day after the Closing Date, Regulation S Global
Securities and the Regulation S Definitive Securities shall bear the legend set
forth below on the face thereof:



                                                                         Page 33

THE SECURITIES EVIDENCED HEREBY, THE ORDINARY SHARES ISSUABLE UPON CONVERSION OF
THE SECURITIES EVIDENCED HEREBY, AND THE ORDINARY SHARES WHICH WILL BE
REPRESENTED BY ADSs ISSUABLE UPON CONVERSION OF THE SECURITIES EVIDENCED HEREBY,
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (a) IT IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A "QIB") OR (b) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (a) TO DURBAN ROODEPOORT DEEP, LIMITED
OR ANY SUBSIDIARY THEREOF, (b) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON
(EXCEPT A SOUTH AFRICAN RESIDENT) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S, (c) IN ACCORDANCE WITH RULE 144A TO A
PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY
BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN
THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT OR (e) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF THE
CASES (a) THROUGH (e) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER (AS APPLICABLE) ANY TRANSFER OF THIS
SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.

     (b)  Each Global Security shall also bear the following legend on the face
thereof

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO. THE REGISTERED HOLDER HEREOF MAY BE TREATED BY THE
ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO A SUCCESSOR BOOK-ENTRY DEPOSITARY, AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.5 OF THE INDENTURE.



                                                                         Page 34

     (c)  Each Rule 144A Global Security and Unrestricted Global Security shall
also bear the following legend on the face thereof (or such other legend as may
be prescribed by the DTC from time to time):

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO DURBAN ROODEPOORT
DEEP, LIMITED OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                    ARTICLE 3

                                 THE SECURITIES

SECTION 3.1.    TITLE AND TERMS.

The aggregate principal amount of Securities which may be authenticated and
delivered from time to time under this Indenture is limited to U.S.$66,000,000,
except for Securities authenticated and delivered in exchange for, or in lieu
of, other Securities pursuant to Section 3.4, 3.6, 8.5, 10.8, 11.2 or 12.3(5).

The Securities shall be known and designated as the "6% Senior Convertible Notes
due 2006" of the Company. Their Stated Maturity shall be November 12, 2006, and
the Maturity Amount shall be payable on or before the fifth Business Day after
November 12, 2006. The Securities shall bear interest on their principal amount
from November 12, 2002, payable semi-annually in arrears on May 12 and November
12 in each year, commencing May 12, 2003, at the rate of 6% per annum until the
Maturity Amount thereof is due and at the rate of 6.557% on any unpaid principal
amount (but, for the removal of doubt, not on the Maturity Amount) after
November 12, 2006 until paid, and, to the extent permitted by law, on any unpaid
interest amount after November 12, 2006 until paid; PROVIDED, HOWEVER, that
payments shall only be made on Business Days as provided in Section 1.12.
Interest payable per $1,000 principal amount of Securities for the period from
the Closing Date to May 12, 2003 shall be $30.00. Original Issue Discount shall
accrue on the Securities from the Closing Date to the Maturity Date (unless the
Securities are earlier redeemed, repurchased or converted).



                                                                         Page 35

     The principal of, Accrued Original Issue Discount on and interest on the
Securities shall be payable as provided in the forms of Securities set forth in
EXHIBIT A and EXHIBIT B and in this Indenture.

     The Company may, subject to the conditions set forth in Section 3.12, elect
to repay the Maturity Amount of the Securities on or before the fifth Business
Day following the Maturity Date, in whole or in part, in Ordinary Shares or
ADSs.

     Any Redemption Price or Repurchase Price, whether payable in cash or in
Ordinary Shares or ADSs, shall be payable at such places as are identified in
the notice of redemption delivered pursuant to Section 10.5 or the Company
Notice given pursuant to Section 12.3 (any city in which any Paying Agent is
located being herein called a "PLACE OF PAYMENT").

     The Securities are entitled to the benefits of the Registration Rights
Agreement and are entitled to payment of Liquidated Damages as provided in
Section 3 of the Registration Rights Agreement.

     The Securities shall be redeemable at the option of the Company, as
provided in Article 10 and Article 13 and in the form of Securities set forth in
EXHIBIT A and EXHIBIT B.

     The Securities shall be convertible as provided in Article 11 (any city in
which any Conversion Agent is located being herein called a "PLACE OF
CONVERSION").

     The Securities shall be senior, unsecured obligations of the Company and
shall rank PARI PASSU to all present and future indebtedness of the Company.

     The Securities shall be subject to repurchase by the Company at the option
of the Holders as provided in Article 12.

SECTION 3.2.    DENOMINATIONS.

     The Securities shall be issuable only in global registered or definitive
registered form, without coupons, in denominations of U.S.$1,000 and integral
multiples thereof.



                                                                         Page 36

SECTION 3.3.    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chief
Executive, its Finance Director or one of its other Directors, or by its
Treasurer, and attested by its Secretary or one of its Assistant Secretaries.
Any such signature may be manual or facsimile.

     Securities bearing the manual or facsimile signature of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee or to its order for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and make available for
delivery such Securities as in this Indenture provided and not otherwise.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

SECTION 3.4.    TRANSFER AND EXCHANGE.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company designated pursuant to Section 9.2 being herein
sometimes collectively referred to as the "SECURITY REGISTER") in which,
subject to such reasonable regulations as it may prescribe, the Company shall



                                                                         Page 37

provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering
Securities and transfers and exchanges of Securities as herein provided.

     Upon surrender of a Security for registration of transfer of any Security
at an office or agency of the Company designated pursuant to Section 9.2 for
such purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of alike aggregate principal
amount and bearing such restrictive legends as may be required under this
Indenture.

     (A)  GLOBAL SECURITIES.

     (a)  The Rule 144A Global Security authenticated under this Indenture shall
be deposited with a custodian for and registered in the name of Cede & Co., as
nominee of DTC. Pursuant to the terms of the agreement to be entered into
between DTC and the Company (the "DTC AGREEMENT'), DTC will operate a book-entry
system for the securities registered in its name or the name of its nominee. The
Regulation S Global Security authenticated under this Indenture shall be
deposited with, and registered in the name of a nominee for, a common depositary
for Clearstream and Euroclear, which will each operate a book-entry system for
the Securities registered in the name of the common depositary. Each such Global
Security shall constitute a single Security for all purposes of this Indenture.

     (b)  The Rule 144A Global Security and the Regulation S Global Security
shall bear legends as set forth in Section 2.2. Transfers of any Global Security
shall be limited to transfers of such Global Security in whole, but not in part.
Transfers of interests from one Global Security to another Global Security shall
be effected by an increase or a reduction in the aggregate principal amount of
Securities represented by the first Global Security and the corresponding
reduction or increase in the aggregate principal amount of Securities
represented by the other Global Security. Any beneficial interest in one of the
Global Securities that is transferred to a person who takes delivery in the form
of an interest in another Global Security will, upon transfer, cease to be an
interest in such Global Security and become an interest in such other Global
Security and, accordingly, will thereafter be subject to all transfer
restrictions, if any, and other procedures or conditions applicable to
beneficial interests in such other Global Security for as long as it remains
such an interest.

     (c)  Notwithstanding any other provision in this Indenture, no Global
Securities held by DTC may be exchanged for Definitive Securities unless: (i)
DTC notifies the Trustee that it is



                                                                         Page 38

unwilling or unable to continue to hold such Global Securities, or if at any
time DTC is unable to or ceases to be a clearing agency registered under the
Exchange Act and as a successor to DTC registered under the Exchange Act is not
appointed by the Trustee at the written request of the Company within 120 days;
(ii) an Event of Default under the Securities occurs, upon the receipt of the
holder of a beneficial interest in the relevant Securities; or (iii) at any time
the Company at its option and in its sole discretion determines that a Global
Security should be exchanged (in whole but not in part) for Definitive
Securities. The Regulation S Global Securities may not be exchanged for
Definitive Securities unless: (i) either Clearstream or Euroclear is closed for
business for a continuous period of 14 days (other than by reason of holidays,
statutory or otherwise) or announces an intention permanently to cease business
and does in fact do so and no alternative clearing system satisfactory to the
Company is available; (ii) an Event of Default under the Securities occurs, upon
the request of the holder of a beneficial interest in the relevant Securities;
or (iii) at any time the Company at its option and in its sole discretion
determines that a Global Security should be exchanged (in whole but not in part)
for Definitive Securities.

     Any Global Security that is exchangeable pursuant to the preceding
paragraph shall be exchangeable only for Definitive Securities issuable in
authorized denominations of alike aggregate principal amount and tenor as the
Global Security so exchangeable, and bearing interest at the same rate, having
the same date of issuance, the same date or dates from which such interest shall
accrue, the same Interest Payment Dates, and subject to the same redemption,
conversion and repurchase provisions and other terms as the Global Security so
exchangeable. Definitive Securities shall be registered in the names of the
owners of the beneficial interests in such Securities as such names are from
time to time provided by the relevant Agent Members holding interests in such
Global Securities (as the names of such Agent Members are provided to the
Company from time to time by DTC, Clearstream or Euroclear).

     Except as provided above, owners solely of beneficial interests in a Global
Security shall not be entitled to receive physical delivery of Securities in
definitive form and will not be considered the Holders thereof for any purpose
under this Indenture.

     (d)  Definitive Securities issued upon any exchange of beneficial interests
in the Rule 144A Global Security or the Regulations S Global Security shall bear
the legends set forth in Section 2.2 and shall be subject to all restrictions on
transfer contained therein to the same extent as the Global Security so
exchanged.

     (e)  In the event that a Global Security is surrendered for redemption or
repurchase in part pursuant to Section 10.8, Article 12 or Article 13, either
(i) the Company shall execute, and the



                                                                         Page 39

Trustee shall authenticate and deliver to the Holder of such Global Security,
without service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed or unrepurchased portion of the principal of the
Global Security so surrendered or (ii) the Trustee shall endorse Schedule A to
such Global Security to reflect the reduction in the principal amount at
maturity of such Global Security as a result of such redemption or repurchase.

     (f)  Upon the effectiveness of a registration statement with respect to the
Securities (including the Registration Statement) the sale or other transfer of
a beneficial interest in a Global Security in connection therewith, the Company
shall issue and upon receipt of an authentication order in accordance with
Section 3.3, the Trustee (or its agent in accordance with Section 6.12) shall
authenticate one or more Unrestricted Global Securities in the form of Exhibit
A-3 hereto in an initial aggregate principal amount equal to the principal
amount of the beneficial interest so transferred. Concurrently with the issuance
of any such Unrestricted Global Security, the Trustee shall cause the aggregate
principal amount of the applicable initial Global Security to be reduced
accordingly and direct the Security Registrar to make a corresponding reduction
in the Security Register in respect of the initial Global Security.

     (g)  The Agent Members, DTC, Clearstream, Euroclear and any beneficial
owners shall have no rights under this Indenture with respect to any Global
Security held on their behalf by a Holder, or in relation to which they hold,
directly or indirectly, beneficial interests, and such Holder shall be treated
by the Company, the Trustee, and any agent of the Company or the Trustee as the
owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee, or any agent
of the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by a Holder or impair, as between DTC,
Clearstream, Euroclear or another clearing agency and any of their respective
Agent Members and Holders, the operation of customary practices governing the
exercise of the rights of a holder or any security, including without limitation
the granting of proxies or other authorization of participants to give or take
any request, demand, authorization, direction, notice, consent, waiver, or other
action which a Holder is entitled to give or take under this Indenture.

     (h)  DTC, Clearstream and Euroclear may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture with respect to the Securities.



                                                                         Page 40

     (i)  Pending the preparation of Definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary Securities provided to it which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the Definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Definitive
Securities may determine, as evidenced by their execution of such Securities.

     If temporary Securities are issued, the Company will cause definitive
registered Securities to be prepared without unreasonable delay. After the
preparation of definitive registered Securities, the temporary Securities shall
be exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
9.2, without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of Definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as Definitive Securities.

     (B)  DEFINITIVE SECURITIES

     (a)  At the option of a Holder, and subject to the other provisions of this
Section 3.4, Definitive Securities may be exchanged for other Definitive
Securities of any authorized denomination and of alike aggregate principal
amount, upon surrender of the Definitive Securities to be exchanged at any such
office or agency. Whenever any Definitive Securities are so surrendered for
exchange, and subject to the other provisions of this Section 3.4, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive. Every Definitive Security presented or surrendered for registration of
transfer and/or surrendered for exchange shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized
in writing.

     All Definitive Securities issued upon any registration of transfer or
exchange of Definitive Securities shall be the valid and legally binding
obligations of the Company, evidencing the same debt, and subject to the other
provisions of this Section 3.4, entitled to the same benefits under this
Indenture, as the Definitive Securities surrendered upon such registration of
transfer or exchange.



                                                                         Page 41

     (b)  No service change shall be made for any registration of transfer or
exchange of Securities except as provided in Section 3.6, but the Company may
require payment of a sum sufficient to cover any tax, duty or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to this Section 3.4 or
Section 8.5, 10.8, 11.2 or 12.3(5) (other than where Ordinary Shares or ADSs are
to be issued or delivered in a name other than that of the Holder of the
Security) not involving any transfer. Any stamp, stamp duty reserve tax and
other duties, if any, which may be imposed by the Republic of South Africa or
any political subdivision thereof or therein in connection with any exchanges
pursuant to this Section 3.4 or Section 8.5, 10.8, 11.2 or 12.3(5) (other than
where Ordinary Shares or ADSs are to be issued or delivered in a name other than
that of the Holder of the Security) not involving any transfer, shall be paid by
the Company.

     In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer of or exchange any Security, or portion thereof, called for redemption.

     (c)  Neither the Trustee, the Paying Agent nor any of their agents shall
(1) have any duty to monitor compliance with or with respect to any U.S. federal
or state or other securities or tax laws; or (2) have any duty to obtain
documentation on any transfers or exchanges other than as specifically required
hereunder.

SECTION 3.5.    SPECIAL TRANSFER PROVISIONS.

     Unless and until a Security is sold or otherwise transferred in connection
with an effective registration statement (including the Registration Statement)
the following provisions shall apply:

     (a)  TRANSFERS TO QIBs. The following provisions shall apply with respect
to any proposed transfer of a Security to a QIB, other than any QIB that is a
Non-U.S. Person:

          (i)   If the Security to be transferred is (A) either a Rule 144A
     Definitive Security or a Regulation S Definitive Security prior to the
     removal of the Private Placement Legend, the transferor must advise the
     Company and the Trustee in writing that the sale has been made in
     compliance with the provisions of Rule 144A to a transferee who has advised
     the Company and the Trustee in writing that it is purchasing the Security
     for its own account or an account with respect to which it exercises sole
     investment discretion and that it and any such account is a QIB within the
     meaning of Rule 144A and is aware that the sale to it is



                                                                         Page 42

     being made in reliance on Rule 144A and acknowledges that it has received
     such information regarding the Company as it has requested pursuant to Rule
     144A, or has determined not to request such information, and that it is
     aware that the transferor is relying upon its foregoing representations in
     order to claim the exemption from registration provided by Rule 144A; or
     (B) an interest in a Rule 144A Global Security, the transfer of such
     interest may be effected only through the book-entry system maintained by
     DTC.

          (ii)   If the proposed transferee is an Agent Member and the Security
     to be transferred consists of Rule 144A Definitive Securities, upon receipt
     by the Trustee of the documents referred to in paragraph (i) above and
     instructions given in accordance with the procedures of DTC, Clearstream or
     Euroclear, as the case may be, the Security Registrar shall reflect on its
     books and records the date and an increase in the principal amount of the
     Rule 144A Global Security in an amount equal to the principal amount of the
     Rule 144A Definitive Securities to be transferred, and the Trustee shall
     cancel the Rule 144A Definitive Securities so transferred.

     (b)  TRANSFERS OF INTERESTS IN THE REGULATION S GLOBAL SECURITY OR
REGULATION S DEFINITIVE SECURITIES. The following provisions shall apply with
respect to any transfer of interests in the Regulation S Global Security or
Regulation S Definitive Securities:

     (i)  prior to the removal of the Private Placement Legend from the
Regulation S Global Security or Regulation S Definitive Securities pursuant to
Section 2.2, such transfer must comply with paragraph (a) or (c) of this Section
3.5, and

     (ii) after such removal, transfers of any such Security may be made without
provision of any additional certification.

(c) TRANSFERS TO NON-U.S. PERSONS AT ANY TIME. The following provisions shall
apply with respect to any transfer of a Security to a Non-U.S, Person:

     (i)  any proposed transfer to any Non-U.S. Person of a Rule 144A Definitive
Security or an interest in a Rule 144A Global Security may be made upon receipt
by the Trustee of a certificate substantially in all the form of EXHIBIT F
hereto from the proposed transferor.

     (ii) (A) If the proposed transferor is an Agent Member holding a beneficial
interest in a Rule 144A Global Security, upon receipt by the Trustee of (1) the
documents, if any, required by paragraph (i) and (2) instructions in accordance
with the procedures of DTC, the Security Registrar



                                                                         Page 43

shall reflect on its books and records the date and a decrease in the principal
amount of the Rule 144A Global Security in an amount equal to the principal
amount of the beneficial interest in the Rule 144A Global Security to be
transferred, and (B) if the proposed transferee is an Agent Member, upon receipt
by the Trustee of instructions given in accordance with the procedures of DTC,
the Security Registrar shall reflect on its books and records the date and an
increase in the principal amount of the Regulation S Global Security in an
amount equal to the principal amount of the Rule 144A Definitive Security or the
Rule 144A Global Security, as the case may be, to be transferred, and the
Trustee shall cancel the Definitive Security, if any, so transferred or decrease
the amount of the Rule 144A Global Security.

     (d)  PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or replacement
of Securities not bearing the Private Placement Legend, the Trustee shall
deliver Securities that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Securities bearing the Private Placement
Legend, the Trustee shall deliver only Securities that bear the Private
Placement Legend unless (i) the Private Placement Legend is no longer required
by Section 2.2 or Section 3.4(A)(f), or (ii) if the time period referred to in
Rule 144(k) has expired and there is delivered to the Trustee an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

     (e)  GENERAL. By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such Security acknowledges the restrictions on
transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture. In connection with any transfer of Securities, each Holder
agrees by its acceptance of the Securities to furnish the Trustee, the
Book-Entry Depositary or the Company such certifications, legal opinions or
other information as any of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Trustee shall not be required to determine (but may conclusively rely on a
determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.

     The Trustee shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.4 or this Section 3.5 in
accordance with its customary record retention procedures. The Company shall
have the right to inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of reasonable
written notice to the Trustee.



                                                                         Page 44

SECTION 3.6.    MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and make available for delivery in
exchange therefor a new Security of like tenor and principal amount and bearing
a number not contemporaneously outstanding.

     If there be delivered to the Company and to the Trustee:

     (1)  evidence to their satisfaction of the destruction, loss or theft of
any Security; and

     (2)  such security or indemnity as may be satisfactory to the Company and
the Trustee to save each of them and any agent of either of them harmless,

then, in the absence of actual notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and make available for delivery, in lieu of
any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion, but subject to
any conversion rights, may, instead of issuing a new Security, pay such
Security, upon satisfaction of the conditions set forth in the preceding
paragraph.

Upon the issuance of any new Security under this Section 3.6, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section 3.6 in lieu of any mutilated,
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and such new
Security shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.



                                                                         Page 45

The provisions of this Section 3.6 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies of any Holder with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.7.    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Interest on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid, (i) in the case of
Definitive Securities, to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest and, at the option of the Company, may be paid by
check mailed to the address of the Person as it appears in the Security
Register; and (ii) in the case of Global Securities, to the Holder by wire
transfer of same-day funds to the Holder in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "DEFAULTED
INTEREST") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

     (1)  The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security, the date of the
proposed payment and the Special Record Date, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. The Special Record Date for the payment of such Defaulted Interest
shall be not more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 15 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at such Holder's address as it
appears in the Security Register, not less than 10 days prior to such Special
Record



                                                                         Page 46

Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (2).

     (2)  The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.

     Subject to the foregoing provisions of this Section 3.7 and Section 3.4,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

     Interest on any Security which is converted in accordance with Section 11.2
during a Record Date Period shall be payable in accordance with the provisions
of Section 11.2.

SECTION 3.8.    PERSONS DEEMED OWNERS.

     Prior to the presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name a Security is registered as the owner of such Security for
the purpose of receiving payment of principal of, Accrued Original Issue
Discount on and (subject to Section 3.7) interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 3.9.    CANCELLATION.

     All Securities surrendered for payment, redemption, repurchase,
registration of transfer or exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities so
delivered to the Trustee shall be canceled promptly by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as



                                                                         Page 47

provided in this Section 3.9. The Trustee shall dispose of all canceled
Securities in accordance with applicable law and its customary practices in
effect from time to time.

SECTION 3.10.   COMPUTATION OF INTEREST.

     Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30day months and, in the case of an incomplete month, the number of
days elapsed.

SECTION 3.11.   CUSIP, GINS, ISIN AND/OR COMMON CODE NUMBERS.

The Company in issuing Securities may use "CUSIP," "CINS," "ISIN," and/or
"Common Code" numbers (if then generally in use) in addition to serial numbers;
the Trustee shall use such CUSIP, CINS, ISIN and/or Common Code numbers in
addition to serial numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such CUSIP, CINS, ISIN and/or Common Code numbers either as
printed on the Securities or as contained in any notice of a redemption or
repurchase and that reliance may be placed only on the serial or other
identification numbers printed on the Securities, and any such redemption or
repurchase shall not be affected by any defect in or omission of such CUSIP,
CINS, ISIN and/or Common Code numbers. The Company shall promptly notify the
Trustee in writing of any change in any such CUSIP, CINS, ISIN and/or Common
Code number.

SECTION 3.12.   REPAYMENT OF MATURITY AMOUNT IN ORDINARY SHARES OR ADSs.

     (a)  At the option of the Company, on or before the fifth Business Day
immediately following the Maturity Date (such date, the "REPAYMENT DATE"), the
Maturity Amount of the Securities (but not any interest accrued to the Maturity
Date) may, subject to the fulfilment by the Company of the conditions set forth
in this Section 3.12, be paid, in whole or in part, by delivery of Ordinary
Shares or ADSs or in a combination of cash and Ordinary Shares or ADS shaving a
fair market value equal to the portion of the Maturity Amount to be paid on such
Repayment Date (the "REPAYMENT AMOUNT").

     (b)  For purposes of this Section 3.12, the fair market value of Ordinary
Shares or ADSs shall be determined by the Company and shall be equal to 90% of
the Volume Weighted Average Price of the Ordinary Shares or ADSs for the 30
consecutive Trading Day period immediately preceding and including the third
Trading Day prior to the Repayment Date.



                                                                         Page 48

     (c)  The Company may elect to pay the Repayment Amount or any portion
thereof by delivery of Ordinary Shares or ADSs pursuant to Section 3.12 if and
only if the following conditions shall have been satisfied:

          (1)  As to each Holder, the Repayment Amount shall be paid only in
     cash in the event any Ordinary Shares or ADSs to be issued to such Holder
     on the Maturity Date (A) require registration under any federal securities
     law before such shares may be freely transferable without being subject to
     any transfer restrictions under the Securities Act upon repurchase and if
     such registration is not completed or does not become effective prior to
     the Maturity Date or (B) require registration with or approval of any
     governmental authority under any state law or any other federal law before
     such shares may be validly issued or delivered on the Maturity Date and if
     such registration is not completed or does not become effective or such
     approval is not obtained prior to the Maturity Date;

     (2)  Payment of the Repayment Amount may not be made in Ordinary Shares or
ADSs unless such shares are, or shall have been, approved for quotation on The
Nasdaq SmallCap Market or listed or quoted on a national securities exchange or
other quotation system including the over-the-counter market, in either case,
prior to the Maturity Date; and

     (3)  All Ordinary Shares (including Ordinary Shares issued with respect to
ADSs) that may be issued on the Maturity Date will be issued out of the
Company's authorized but unissued Ordinary Shares and will, upon issue, be duly
and validly issued and fully paid and non-assessable and free of any preemptive
rights.

     If all of the conditions set forth in this Section 3.12 are not satisfied
in accordance with the terms thereof, the Repayment Amount shall be paid by the
Company only in cash.

(d)  The election of the Company to repay the Repayment Amount or any portion
thereof in Ordinary Shares or ADSs shall be evidenced by a Board Resolution. In
addition, the Company shall furnish the Trustee with an Officers' Certificate
stating that the Company is entitled to effect such repayment in Ordinary Shares
or ADSs and setting forth a statement of facts showing that the conditions
precedent to the right of the Company to effect such repayment in Ordinary
Shares or ADSs have occurred.

(e)  Notice of the Company's election to repay the Repayment Amount or any
portion thereof on or before the fifth Business Day immediately following the
Maturity Date in Ordinary Shares or ADSs shall be given by the Company or, on
Company Request delivered at least 15 days prior to



                                                                         Page 49

the date on which such notice is to be given (unless a shorter period shall be
acceptable to the Trustee), by the Trustee in the name of and at the expense of
the Company. Such notice of the Company's election shall be furnished to the
Holders in the manner provided in Section 1.6 not less than 40 Trading Days nor
more than 60 Trading Days prior to the Maturity Date. The Company shall deliver
a copy of such notice to the Trustee, and such notice received by the Trustee
shall be given by the Trustee to each Paying Agent and Conversion Agent in the
name of and at the expense of the Company.

(f)  The Company's notice of election to repay the Repayment Amount or any
portion thereof in Ordinary Shares or ADSs shall identify the Securities
(including CUSIP, CINS, ISIN and/or Common Code numbers) and shall state:

          (1)  the Maturity Date;

          (2)  the Repayment Amount, and the portion of the Repayment Amount
     that shall be paid by the Company in cash or by delivery of Ordinary Shares
     or ADSs on or before the fifth Business Day immediately following the
     Maturity Date;

          (3)  that the fair market value of Ordinary Shares or ADSs shall be
     determined by the Company and shall be equal to 90% of the Volume Weighted
     Average Price of the Ordinary Shares or ADSs for the 30 consecutive Trading
     Day period immediately preceding and including the third Trading Day prior
     to the Repayment Date; and

          (4)  the Conversion Rate, the date on which the right to convert the
     Securities will terminate and the places where such Securities may be
     surrendered for conversion.

     (g)  Any issuance of Ordinary Shares or ADSs in respect of the Repayment
Amount shall be deemed to have been effected immediately prior to the close of
business on the Maturity Date and the Person or Persons in whose name or names
any certificate or certificates for Ordinary Shares or ADSs shall be issuable as
payment of any portion of the Repayment Amount shall be deemed to have become on
the Maturity Date the holder or holders of record of the shares represented
thereby.

     (h)  No fractions of shares shall be issued upon repayment of the Repayment
Amount or any portion thereof in Ordinary Shares or ADSs. If the principal of
more than one Security shall be repayable to the same Holder and the Repayment
Amount shall be payable in Ordinary Shares or ADSs, the number of full shares
that shall be issuable upon such repayment shall be computed on



                                                                         Page 50

the basis of the aggregate principal amount of the Securities so repaid. Instead
of any fractional Ordinary Share or ADS that would otherwise be issuable on the
repayment of the principal of any Security or Securities, the Company will
deliver to the applicable Holder its check for the current market value of such
fractional share. The current market value of a fraction of a share is
determined by multiplying the current market price of a full share by the
fraction and rounding the result to the nearest cent. For purposes of this
Section 3.12(h), the current market price of Ordinary Shares or ADSs is the
average of the high and low sales price per share of the Ordinary Shares or ADSs
on the Trading Day immediately preceding the Repayment Date.

     (i)  Any issuance and delivery of certificates for Ordinary Shares or ADSs
pursuant to this Section 3.12 shall be made without charge to the Holder of
Securities the principal of which is being repaid or for any tax or duty in
respect of the issuance or delivery of such certificates or the securities
represented thereby; PROVIDED, HOWEVER, that the Company shall not be required
to pay any tax or duty that may be payable in respect of (1) income of the
Holder or (2) any transfer involved in the issuance or delivery of certificates
for Ordinary Shares or ADSs in a name other than that of the Holder of the
Securities the principal of which is being repaid, and no such issuance or
delivery shall be made unless and until the Person requesting such issuance or
delivery has paid to the Company the amount of any such tax or duty or has
established, to the satisfaction of the Company, that such tax or duty has been
paid.

     (j)  Any repayment of the Repayment Amount in Ordinary Shares or ADSs
pursuant to this Section 3.12 will be made in compliance with all applicable
laws, rules and regulations. If any of the provisions of this Section 3.12 are
inconsistent with applicable laws and regulations, such laws and regulations
shall govern, and the Company's compliance with such laws and regulations shall
not be deemed to cause a breach of the Company's obligations under this
Indenture.

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

SECTION 4.1.    SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of conversion, or registration of transfer or
exchange, or replacement of Securities herein expressly provided for and any
right to receive Liquidated Damages and the Company's obligations to the Trustee
pursuant to Section 6.7), and the Trustee, at the expense of the



                                                                         Page 51

Company, shall execute proper instruments in form and substance satisfactory to
the Trustee acknowledging satisfaction and discharge of this Indenture, when

     (1)  either

          (A)  all Securities theretofore authenticated and delivered (other
     than (i) Securities that have been destroyed, lost or stolen and which have
     been replaced or paid as provided in Section 3.6; and (ii) Securities for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section 9.3) have been delivered
     to the Trustee for cancellation; or

          (B)  all such Securities not theretofore delivered to the Trustee or
     its agent for cancellation (other than Securities referred to in clauses
     (i) and (ii) of clause (1)(A) above)

               (i)   have become due and payable, or

               (ii)  will have become due and payable at their Stated Maturity
               within one year, or

               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company,

and the Company, in the case of clause (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds (immediately available
to the Holders in the case of clause (i) above) an amount sufficient to pay and
discharge the entire principal, Accrued Original Issue Discount, interest and
Liquidated Damages, if any, on such Securities not theretofore delivered to the
Trustee for cancellation, to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be;

     (2)  the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and



                                                                         Page 52

     (3)  the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Company to any Authenticating Agent under Section 6.12, the obligation of
the Company to pay Liquidated Damages, if money shall have been deposited with
the Trustee pursuant to clause (1)(B) of this Section 4.1, the obligations of
the Trustee under Section 4.2 and the last paragraph of Section 9.3, and the
obligations of the Company and the Trustee under Section 3.4 and Article 11
shall survive such satisfaction and discharge.

SECTION 4.2.    APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of Section 9.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Persons entitled
thereto, of the principal, Accrued Original Issue Discount, Liquidated Damages,
if any, and interest for whose payment such money has been deposited with the
Trustee.

     All moneys deposited with the Trustee pursuant to Section 4.1 (and held by
it or any Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Company upon Company Request.

                                    ARTICLE 5

                                    REMEDIES

SECTION 5.1.    EVENTS OF DEFAULT.

     "EVENT OF DEFAULT," wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):



                                                                         Page 53

     (1)  default in the payment of the Maturity Amount on any Security at its
Maturity (including any failure to complete any redemption of the Securities);
or

     (2)  default in the payment of any interest, if any (including Liquidated
Damages, if any), upon any Security when it becomes due and payable, and
continuance of such default for a period of 30 days; or

     (3)  failure by the Company to give the Company Notice in accordance with
Section 12.3(1); or

     (4)  default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
the performance or breach of which is specifically dealt with elsewhere in this
Section 5.1), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "NOTICE OF DEFAULT" hereunder; or

     (5)  default in the payment when due of the principal of, or acceleration
of, any indebtedness under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company or any Subsidiary of the Company
or under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any indebtedness of the Company or
any Subsidiary of the Company with a principal amount then outstanding in excess
of U.S.$G,000,000, whether such indebtedness now exists or shall hereafter be
created, if such indebtedness is not discharged, or such acceleration is not
rescinded or annulled, within a period of 30 days after there shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities, a written notice specifying such default
and requiring the Company to cause such indebtedness to be discharged or such
acceleration to be rescinded or annulled and stating that such notice is a
"NOTICE OF DEFAULT" hereunder; or

     (6)  the entry by a court having jurisdiction in the premises of (1) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or (2) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,



                                                                         Page 54

arrangement, adjustment or composition of or in respect of the Company under any
applicable law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the Company's affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days; or

     (7)  the commencement by the Company of a voluntary case or proceeding
under any applicable bankruptcy, insolvency, reorganization or other similar law
or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by the Company to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by the Company of a petition or answer or consent seeking
reorganization or similar relief under any applicable law, or the consent by the
Company to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or of any substantial part of the
property of the Company, or the making by the Company of an assignment for the
benefit of creditors, or the admission by the Company in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such action; or

     (8)  failure by the Company to deliver Conversion Shares, together with
cash in lieu of fractional shares, when such Conversion Shares or cash in lieu
of fractional shares are required to be delivered upon conversion of a Security,
and such failure continues for 10 days after such required delivery date.

SECTION 5.2.    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default (other than an Event of Default specified in Section
5.1(6) or Section 5.1(7)) occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration, such principal
and all Accrued Original Issue Discount and interest thereon shall become
immediately due and payable. If an Event of Default specified in Section 5.1(6)
or Section 5.1(7)) occurs, the principal of, and Accrued Original Issue Discount
and interest on, all the Securities shall ipso facto become immediately due



                                                                         Page 55

and payable without any declaration or other Act of the Holder or any act on the
part of the Trustee.

     At any time after such declaration of acceleration has been made and before
a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter, in this Article 5 provided, the Holders of a majority in
principal amount of the Outstanding Securities, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if-

     (1)  the Company has paid or deposited with the Trustee a sum sufficient to
pay, without duplication:

          (A)  all overdue interest and Liquidated Damages, if any, on all
     Securities;

          (B)  the principal of and Accrued Original Issue Discount on any
     Securities which have become due otherwise than by such declaration of
     acceleration and any interest thereon at the rate borne by the Securities;

          (C)  to the extent permitted by applicable law, interest upon overdue
     interest at the rate then in effect; and

          (D)  all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, reimbursements and advances of the
     Trustee, its agents and its counsel, except to the extent such amounts
     would not be required to be paid pursuant to Section 6.7; and

     (2)  all Events of Default, other than the nonpayment of the principal of,
and any Accrued Original Issue Discount and interest on, Securities that have
become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 5.13.

     No rescission or annulment referred to above shall affect any subsequent
default or impair any right consequent thereon.

SECTION 5.3.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if:



                                                                         Page 56

          (1)  default is made in the payment of any interest or Liquidated
     Damages on any Security when it becomes due and payable and such default
     continues for a period of 30 days, or

          (2)  default is made in the payment of the Maturity Amount of on any
     Security at the Maturity thereof,

then the Company will upon demand of the Trustee pay to it, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal, Accrued Original Issue Discount and interest and
interest on any overdue principal, Liquidated Damages, if any, and, to the
extent permitted by applicable law, on any overdue interest, at a rate then in
effect, and in addition thereto, such further amount as shall be sufficient to
cover the reasonable costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

     If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities by such appropriate judicial proceedings as the Trustee
shall deem necessary to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.4.    TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or such other obligor or the creditors
of either, the Trustee (irrespective of whether the principal of, any Accrued
Original Issue Discount on and any interest on, the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have



                                                                         Page 57

made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (1)  to file and prove a claim for the whole amount of principal,
     Accrued Original Issue Discount, Liquidated Damages, if any, and interest
     owing and unpaid in respect of the Securities and take such other actions,
     including participating as a member, voting or otherwise, of any official
     committee of creditors appointed in such matter, and to file such other
     papers or documents, in each of the foregoing cases, as may be necessary or
     advisable in order to have the claims of the Trustee (including any claim
     for the reasonable compensation, expenses, disbursements and advances of
     the Trustee, its agents and its counsel) and of the Holders of Securities
     allowed in such judicial proceeding; and

          (2)  to collect and receive any moneys or other property payable or
     deliverable on any such claim and to distribute the same; and any
     custodian, receiver, assignee, trustee, liquidator, sequestrator or other
     similar official in any such judicial proceeding is hereby authorized by
     each Holder of Securities to make such payments to the Trustee and, in the
     event that the Trustee shall consent to the making of such payments
     directly to the Holders of Securities to pay to the Trustee any amount due
     to it.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security in any such proceeding;
PROVIDED, HOWEVER, that the Trustee may, on behalf of such Holders, vote for
the election of a trustee in bankruptcy or similar official.

SECTION 5.5.    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, be for the ratable benefit
of the Holders of the Securities in respect of which judgment has been
recovered.

SECTION 5.6.    APPLICATION OF MONEY COLLECTED.



                                                                         Page 58

     Any money collected by the Trustee pursuant to this Article 5 shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, Accrued
Original Issue Discount or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

          FIRST; To the payment of all amounts due the Trustee under Section
     6.7:

          SECOND: To the payment of the amounts then due and unpaid for
     principal of, Accrued Original Issue Discount on, Liquidated Damages, if
     any, or interest on, the Securities in respect of which or for the benefit
     of which such money has been collected, ratably, without preference or
     priority of any kind, according to the amounts due and payable on such
     Securities for principal, Accrued Original Issue Discount, Liquidated
     Damages, if any, and interest, respectively; and

          THIRD: Any remaining amounts shall be repaid to the Company.

SECTION 5.7.    LIMITATION ON SUITS.

     No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

          (1)   such Holder has previously given written notice to the Trustee
     of a continuing Event of Default;

          (2)   the Holders of not less than 25% in principal amount of the
     Outstanding Securities shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

          (3)   such Holder or Holders have offered to the Trustee reasonable
     indemnity satisfactory to it against the costs, expenses and liabilities to
     be incurred in compliance with such request;

          (4)   the Trustee for 60 days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such proceeding;
     and



                                                                         Page 59

          (5)   the Trustee has not received any direction inconsistent with
     such written request from the Holders of a majority of the aggregate
     principal amount of the Outstanding Securities during the 60 day period
     referred to in (4) above;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION 5.8.    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, ACCRUED
                ORIGINAL ISSUE DISCOUNT AND INTEREST AND TO CONVERT.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, Accrued Original Issue Discount on and (subject to
Section 3.7) interest (and Liquidated Damages, if any) on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repurchase, on the Redemption Date or Repurchase Date, as the case
may be), and to convert such Security in accordance with Article 11, and to
institute suit for the enforcement of any such payment and right to convert, and
such rights shall not be impaired without the consent of such Holder

SECTION 5.9.    RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder of a Security has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders of
Securities shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
such Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10.   RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.6, no right or remedy herein



                                                                         Page 60

conferred upon or reserved to the Trustee or to the Holders of Securities is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 5.11.   DELAY OR OMISSION NOT WAIVER.

     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or any
acquiescence therein. Every right and remedy given by this Article 5 or by law
to the Trustee or to the Holders of Securities may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or (subject to the
limitations contained in this Indenture) by the Holders of Securities, as the
case may be.

SECTION 5.12.   CONTROL BY HOLDERS OF SECURITIES.

     The Holders of a majority in principal amount of the Outstanding Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided that:

          (1)  such direction shall not be in conflict with any rule of law or
     with this Indenture; and

          (2)  the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction.

SECTION 5.13.   WAIVER OF PAST DEFAULTS.

     The Holders, either (a) through the written consent of not less than a
majority in principal amount of the Outstanding Securities; or (b) by the
adoption of a resolution, at a meeting of Holders of the Outstanding Securities
at which a quorum is present, by the Holders of at least a majority in principal
amount of the Outstanding Securities represented at such meeting, may on behalf
of the Holders of all the Securities waive any past default hereunder and its
consequences, except a default (1) in the payment of the principal of, Accrued
Original Issue Discount, interest, the Repurchase Price or Liquidated Damages,
if any, on any Security; or (2) in respect of a



                                                                         Page 61

covenant or provision hereof that under Article 8 cannot be modified or amended
without the consent of the Holder of each Outstanding Security affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 5.14.   UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.14 shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities, or to any suit instituted by any
Holder of any Security for the enforcement of the payment of the principal of,
Accrued Original Issue Discount on, Liquidated Damages, if any, or interest on
any Security on or after the respective Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption or repurchase, on or after the
Redemption Date or Repurchase Date, as the case may be), or for the enforcement
of the right to convert any Security in accordance with Article 11.

SECTION 5.15.   WAIVER OF STAY, USURY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, usury or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede by reason of such law the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.



                                                                         Page 62

                                    ARTICLE 6

                                   THE TRUSTEE

SECTION 6.1.    CERTAIN DUTIES AND RESPONSIBILITIES.

(a)  Except during the continuance of an Event of Default:

     (1)  the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

     (2)  in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee
pursuant to and conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they substantially
conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).

     (b)  In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

     (c)  No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

          (1)  this paragraph (c) shall not be construed to limit the effect of
     paragraph (a) of this Section 6.1;

          (2)  the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;



                                                                         Page 63

          (3)  the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding
     Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture; and

          (4)  no provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
6.1.

SECTION 6.2.    NOTICE OF DEFAULTS.

     Within 90 days after the occurrence of any default hereunder as to which a
Responsible Officer of the Trustee has actually received written notice, the
Trustee shall give to all Holders of Securities, in the manner provided in
Section 1.6, notice of such default, unless such default shall have been cured
or waived; PROVIDED, HOWEVER, that, except in the case of a default in the
payment of the principal of, Accrued Original Issue Discount on or interest on
any Security, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders; and
PROVIDED, FURTHER, that in the case of any default of the character specified in
Section 5.1(4), no such notice to Holders of Securities shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section 6.2,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

SECTION 6.3.    CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 6.1:

     (1)  the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, Officers' Certificate,
other certificate, statement, instrument,



                                                                         Page 64

opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document (whether
in its original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper party or parties;

     (2)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

     (3)  whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

     (4)  the Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

     (5)  the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders of Securities pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

     (6)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document, but the
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine, during
business hours and upon reasonable notice, the books, records and premises of
the Company, personally or by agent or attorney at the sole cost of the Company
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation;

     (7)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys, and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;



                                                                         Page 65

     (8)  the rights, privileges, protections and indemnities given to the
Trustee, are extended to and shall be enforceable by the Trustee in each of its
capacities hereunder and each agent and other person employed by it to act
hereunder;

     (9)  the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture; and

     (10) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

SECTION 6.4.    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities (except the Trustee's
certificates of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture, of
the Securities, or of the Ordinary Shares or ADSs issuable upon the conversion
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 6.5.    MAY HOLD SECURITIES, ACT AS TRUSTEE UNDER OTHER INDENTURES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Conversion
Agent or any other agent of the Company or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Conversion Agent or such other agent.

     The Trustee may become and act as trustee under other indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding in the same manner as if it were not
Trustee hereunder.



                                                                         Page 66

SECTION 6.6.    MONEY HELD IN TRUST.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder, except as
otherwise agreed in writing with the Company.

SECTION 6.7.    COMPENSATION AND REIMBURSEMENT.

The Company agrees:

          (1)   to pay to the Trustee from time to time such compensation as the
     Company and the Trustee shall from time to time agree in writing for all
     services rendered by it hereunder (which compensation shall not be limited
     by any provision of law in regard to the compensation of a trustee of an
     express trust);

          (2)   except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its own negligence,
     wilful misconduct or bad faith; and

          (3)   to fully indemnify the Trustee (and its directors, officers,
     employees and agents) for, and to hold it harmless against, any and all
     loss, damage, claim, liability or expense, including taxes (other than
     taxes based on the income of the Trustee) and reasonable legal fees and
     expenses, incurred without negligence, wilful misconduct or bad faith on
     its part, arising out of or in connection with the acceptance or
     administration of this trust, including the reasonable costs, expenses and
     reasonable attorneys' fees of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses
(including the reasonable charges of its counsel) and the compensation for the
services are intended to constitute expenses of the administration under any
applicable bankruptcy, insolvency, reorganization or other similar law.



                                                                         Page 67

     The Trustee shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 6.7, except with respect to funds held in trust
for the benefit of the Holders of particular Securities.

     The provisions of this Section 6.7 shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.

SECTION 6.8.    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, having a
combined capital and surplus (or for such purposes, the combined capital and
surplus of any parent holding company) of at least U.S.$25,000,000, subject to
supervision or examination by U.S. federal or state authority, in good standing
and having an office or agent in the Borough of Manhattan, The City of New York.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 6.8, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.8, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article 6 and a successor shall be appointed pursuant to
Section 6.9.

SECTION 6.9.    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article 6 shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.

     (b)  The Trustee may resign at any time by giving written notice thereof to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 6.10 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     (c)  The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.10 shall not have been



                                                                         Page 68

delivered to the Trustee within 30 days after the giving of such notice of
removal, the removed Trustee may, at the expense of the Company, petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     (d)  If at any time:

          (1)  the Trustee shall cease to be eligible under Section 6.8 and
     shall fail to resign after written request therefor by the Company or by
     any Holder of a Security who has been a bona fide Holder of a Security for
     at least six months; or

          (2)  the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation;

then, in any such case (i) the Company by a Board Resolution may remove the
Trustee; or (ii) subject to Section 5.14, any Holder of a Security who has been
a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee and shall
comply with the applicable requirements of this Section 6.9 and Section 6.10.
If, within one year after such resignation, removal or incapability, or
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.10, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner required by this Section 6.9 and Section
6.10, any Holder of a Security who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     (f)  The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to all Holders of
Securities in the manner provided in



                                                                         Page 69

Section 1.6. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

SECTION 6.10.   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     Every successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be eligible under this Article 6.

SECTION 6.11.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided such corporation shall be otherwise eligible under this Article 6,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 6.12.   AUTHENTICATING AGENTS.

     The Trustee may, with the consent of the Company, appoint an Authenticating
Agent or Agents acceptable to the Company with respect to the Securities which
shall be authorized to act



                                                                         Page 70

on behalf of the Trustee to authenticate Securities issued upon exchange or
substitution pursuant to this Indenture.

     Securities authenticated by an Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder, and every reference in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be subject to acceptance
by the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent and subject to supervision or examination by government or other fiscal
authority. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.12, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 6.12.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent; provided such corporation shall be otherwise eligible
under this Section 6.12, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, the Trustee may appoint a successor
Authenticating Agent which shall be subject to acceptance by the Company. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.12.



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     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.12.

     If an Authenticating Agent is appointed with respect to the Securities
pursuant to this Section 6.12, the Securities may have endorsed thereon, in
addition to or in lieu of the Trustee's certification of authentication, an
alternative certificate of authentication in the following form:

     This is one of the Securities referred to in the within-mentioned
Indenture, and is entitled to the benefits of the Indenture.

Dated:
                                              ----------------------------
                                              as Trustee
                                              By Authenticating Agent,
                                                  as Authenticating Agent

                                              By
                                                --------------------------
                                                  Authorized Signatory

SECTION 6.13.   DISQUALIFICATION; CONFLICTING INTERESTS.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.14.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).



                                                                         Page 72

                                    ARTICLE 7

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1.    COMPANY MAY CONSOLIDATE, Etc., ONLY ON CERTAIN TERMS.

     The Company shall not consolidate with or merge into any other Person or
convey, transfer, sell or lease all its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into it or convey, transfer, sell or lease such
Person's properties and assets substantially as an entirety to it, unless:

     (1)  the Person formed by such consolidation or into or with which the
Company is merged, or the Person which acquires by conveyance, transfer or sale,
or which leases the properties and assets of the Company substantially as an
entirety, shall be a corporation, limited liability company, partnership or
trust, organized and validly existing under the laws of the Republic of South
Africa, England and Wales, any member state of the European Union, Switzerland,
the United States of America, any state thereof or the District of Columbia or
Canada and, if other than the Company, shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of, Liquidated
Damages, if any, and interest on all of the Securities as applicable, and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed;

     (2)  immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and

     (3)  the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer, sale or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply with this
Article 7 and that all conditions precedent herein provided for relating to such
transaction have been complied with, together with any documents required under
Section 8.3.

SECTION 7.2.    SUCCESSOR. SUBSTITUTED.



                                                                         Page 73

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of all or substantially
all the properties and assets of the Company in accordance with Section 7.1, the
successor Person formed by such consolidation or into or with which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

SECTION 8.1.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS OF
                SECURITIES.

     Without the consent of any Holders of Securities, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto for any of the
following purposes:

     (1)  to cure any ambiguity, omission or defect or to correct or supplement
any provision herein which may be inconsistent with any other provision herein
or which is otherwise defective, or to make any other provisions with respect to
matters or questions arising under this Indenture as the Company and the Trustee
may deem necessary or desirable; provided such action pursuant to this clause
(1) shall not, in the judgment of the Company, adversely affect the interests of
the Holders of Securities in any material respect; or

     (2)  to add to the covenants and agreements of the Company for the benefit
of the Holders of Securities or to surrender any right or power herein conferred
upon the Company; or

     (3)  to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee; or

     (4)  to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants and obligations of the Company
herein and in the Securities as permitted by this Indenture; or

     (5)  to comply with the requirements of the Securities Act, the Exchange
Act and the Investment Company Act or the rules and regulations of the
Commission under any such Acts; or



                                                                         Page 74

     (6)  to comply with the requirements of the Trust Indenture Act or the
rules and regulations of the Commission thereunder in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act, as
contemplated by this Indenture or otherwise; or

     (7)  to modify, alter, amend or supplement the Indenture in any other
manner that is not adverse to any Holder of Securities.

     Upon Company Request, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and subject to and upon receipt by
the Trustee of the documents described in Section 8.3 hereof, the Trustee shall
join with the Company in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained.

SECTION 8.2.    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS OF SECURITIES.

     With either (a) the written consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities, by the Act of said
Holders delivered to the Company and the Trustee; or (b) by the adoption of a
resolution, at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of a majority in principal amount of the
Outstanding Securities represented at such meeting, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under this
Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall, without
the consent or affirmative vote of the Holder of each Outstanding Security
affected thereby:

     (1)  change the Stated Maturity of the principal of, or any installment of
interest on, any Security; or

     (2)  reduce the principal amount, Original Issue Discount or the rate of
interest payable on, any Security, or any Additional Amounts; or

     (3)  reduce any amount payable upon redemption or repurchase of Securities
pursuant to Article 10, Article 12 or Article 13 hereof; or



                                                                         Page 75

     (4)  modify the provisions of this Indenture with respect to redemption of
the Securities in a manner adverse to the Holders; or

     (5)  change the place at which or the coin or currency in which any
Security or the interest or any other amount in respect thereof is payable; or

     (6)  impair the right to institute suit for the enforcement of any payment
in respect of any Security on or after the Stated Maturity thereof (or, in the
case of redemption or any repurchase, on or after the Redemption Date or
Repurchase Date, as the case may be); or

     (7)  except as provided by Section 11.11, adversely affect the right to
convert any Security as provided in Article 11; or

     (8)  reduce the percentage in principal amount of the Outstanding
Securities the consent of whose Holders is required for any such supplemental
indenture; or

     (9)  reduce the percentage in principal amount of the Outstanding
Securities the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture; or

     (10) modify any of the provisions of this Section 8.2 and Section 5.13 or
9.8, except to increase any percentage contained herein or therein or to provide
that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby;
or

     (11) modify the provisions of Article 12 in a manner adverse to the Holders
after the Holder's right to require the Company to repurchase the Securities
upon a Change in Control arises.

     It shall not be necessary for any Act of Holders of Securities under this
Section 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

SECTION 8.3.    EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article 8 or the modifications thereby
of the trusts created by this Indenture, the



                                                                         Page 76

Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture, and that such supplemental indenture has been duly authorized,
executed and delivered by the Company and constitutes a valid and legally
binding obligation of the Company enforceable against the Company in accordance
with its terms. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 8.4.    EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article 8, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
appertaining thereto shall be bound thereby.

SECTION 8.5.    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 8 may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Company and the
Trustee, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

SECTION 8.6.    CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article 8 shall
conform to the requirements of the Trust Indenture Act as in effect at the time
of the execution thereof.

SECTION 8.7.    NOTICE OF SUPPLEMENTAL INDENTURES.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 8.2, the Company
shall give notice to all Holders of Securities of such fact, setting forth in
general terms the substance of such supplemental indenture, in the manner
provided in Section 1.6. Any failure of the Company to give such notice,



                                                                         Page 77

or any defect therein, shall not in any way impair or affect the validity of any
such supplemental indenture.

                                    ARTICLE 9

                                    COVENANTS

SECTION 9.1.    PAYMENT OF PRINCIPAL. ACCRUED ORIGINAL ISSUE DISCOUNT AND
                INTEREST.

     The Company covenants and agrees that, subject to Section 1.12, it will
duly and punctually pay the principal, Accrued Original Issue Discount on and
interest on the Securities in accordance with the terms of the Securities and
this Indenture. The Company will deposit or cause to be deposited with the
Trustee, no later than the opening of business on the date of the Stated
Maturity of any Security or no later than the opening of business on the due
date for any principal, Accrued Original Issue Discount and any instalment of
interest, all payments so due, which payments shall be in immediately available
funds on the date of such Stated Maturity or due date, as the case may be.
Subject to Article 13, the Company hereby covenants and agrees that it shall
make all payments in respect of principal of, Accrued Original Issue Discount on
and interest (including interest on amounts in default, if any,) on the
Securities or the payment of any other sums due on the Securities without
deduction or withholding for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied
upon or as a result of such payments by or on behalf of any taxing authority,
unless deduction or withholding of such taxes, duties, assessments or
governmental charges is required by law.

SECTION 9.2.    MAINTENANCE OF OFFICES OR AGENCIES.

     The Company hereby appoints the Corporate Trust Office of the Trustee or
such other office or agency of the Trustee as its agent in the Borough of
Manhattan, The City of New York, where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange, where Securities may be surrendered for conversion, and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Trustee shall upon receipt forward any
such notices and demands to the Company at the address specified in Section
1.5(2).

     The Company may at any time and from time to time vary or terminate the
appointment of any such agent or appoint any additional agents for any or all of
such purposes; PROVIDED, HOWEVER, that until all of the Securities have been
delivered to the Trustee for cancellation, or moneys sufficient to pay the
principal of, Accrued Original Issue Discount on and interest on the



                                                                         Page 78

Securities have been made available for payment and either paid or returned to
the Company pursuant to the provisions of Section 9.3, the Company will maintain
in the State of New York, The City of New York, an office or agency where
Securities may be presented or surrendered for payment and conversion, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee, and notice to the Holders in accordance with Section 1.6, of the
appointment or termination of any such agents and of the location and any change
in the location of any such office or agency.

     If at any time the Company shall fail to maintain any such required office
or agency, or shall fail to furnish the Trustee with the address thereof,
presentations and surrenders may be made and notices and demands may be served
on the Corporate Trust Office of the Trustee.

SECTION 9.3.    MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

     If the Company shall act as its own Paying Agent, it will, on or before
each due date of the principal of, Accrued Original Issue Discount on or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal, Accrued
Original Issue Discount or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and the Company
will promptly notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents, it will, no
later than the opening of business on each due date of the principal of, Accrued
Original Issue Discount on or interest on any Securities, deposit with the
Trustee a sum sufficient to pay the principal, Accrued Original Issue Discount
or interest so becoming due, such sum to be held for the benefit of the Persons
entitled to such principal, Accrued Original Issue Discount or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of any failure so to act.

     The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 9.3, that such
Paying Agent will;

          (1)   hold all sums held by it for the payment of the principal of,
     Accrued Original Issue Discount on or interest on Securities for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;



                                                                         Page 79

          (2)   give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities) in the making of any payment of
     principal, Accrued Original Issue Discount or interest; and

          (3)   at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held by such Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Anything contained herein to the contrary notwithstanding, any money held
by the Trustee or any Paying Agent in trust for the payment and discharge of the
principal of, Accrued Original Issue Discount on, Liquidated Damages, if any, or
interest on any Security which remains unclaimed for two years after the date
when each payment of such principal, Accrued Original Issue Discount, Liquidated
Damages, if any, or interest has become payable shall be repaid within 60 days
of such date by the Trustee to the Company as its absolute property free from
trust, and the Trustee shall thereupon be released and discharged with respect
thereto and the Holders shall look only to the Company for the payment of the
principal, Accrued Original Issue Discount or interest on such Security. The
Trustee shall not be liable to the Company or any Holder for interest on funds
held by it for the payment and discharge of the principal, Accrued Original
Issue Discount or interest on any of the Securities to any Holder. The Company
shall not be liable for any interest on the sums paid to it pursuant to this
paragraph and shall not be regarded as a trustee of such money.

SECTION 9.4.    EXISTENCE.

     Subject to Article 7, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its existence, rights
(charter and statutory) and franchises; PROVIDED, HOWEVER, that the Company
shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company, and that the loss thereof is not
disadvantageous in any material respect to the Holders.



                                                                         Page 80

SECTION 9.5.    REGISTRATION AND LISTING.

     Within a reasonable time after the issuance of the Global Securities, the
Company (i) will effect all registrations with, and obtain all approvals by, all
governmental authorities that may be necessary under any applicable law
(including the Securities Act, the Exchange Act and state securities and Blue
Sky laws) before the Ordinary Shares or ADSs issuable upon conversion of the
Securities may be lawfully issued and certification in respect thereof
delivered, and qualified or listed as contemplated by clause (ii); and (ii) will
cause the Ordinary Shares or ADSs that may be issued and certification in
respect thereof delivered upon any conversion of the Securities, prior to such
issuance and delivery, to be admitted to trading on the JSE Securities Exchange
South Africa and The Nasdaq SmallCap Market, respectively, or, if the Ordinary
Shares or ADSs are not then admitted to trading on the JSE Securities Exchange
South Africa and The Nasdaq SmallCap Market, will list the Ordinary Shares or
ADSs or qualify the Ordinary Shares or ADSs for quotation on each securities
exchange or quotation system on which outstanding Ordinary Shares or ADSs are
listed or quoted at the time of such issue and delivery.

SECTION 9.6.    FURTHER UNDERTAKINGS OF THE COMPANY.

     The Company covenants and agrees that it will, at all times while
Securities are outstanding, save with either (a) the written consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities, by Act of said Holders delivered to the Company and the Trustee; (b)
the adoption of a resolution, at a meeting of Holders of the Outstanding
Securities at which a quorum is present, by the Holders of a majority in
principal amount of the Outstanding Securities represented at such meeting; or
(c) the consent of the Trustee where the Trustee has received an Opinion of
Counsel to the effect that it is not materially prejudicial to the interests of
the Holders:

     (a)  at all times keep available for issue free from preemptive rights out
of its authorized but unissued capital such number of Ordinary Shares as would
enable the obligation of the Company to procure that Ordinary Shares or ADSs
issued upon conversion of the Securities to be satisfied in full; and

     (b)  not modify in any way the rights attaching to the Ordinary Shares with
respect to voting, dividends, or liquidation; PROVIDED, HOWEVER, that the
foregoing shall not preclude (i) the issue of equity share capital to employees,
including executive officers, or directors of the Company or any of its
Subsidiaries or Affiliates pursuant to any employees' or directors' share plan
or option plan; (ii) any consolidation or subdivision of the Ordinary Shares;
(iii) any modification of



                                                                         Page 81

such rights which is not materially prejudicial to the interests of the Holders
of the Securities; or (iv) any alteration to the Company's Articles of
Association in connection with, or incidental to, the foregoing.

SECTION 9.7.    STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

     The Company will deliver to the Trustee, forthwith upon becoming aware of
any default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or any Event of Default, an Officers'
Certificate specifying with particularity such default or Event of Default and
further stating what action the Company has taken, is taking or proposes to take
with respect thereto.

     Any notice required to be given under this Section 9.7 shall be delivered
to the Trustee at its Corporate Trust Office.

SECTION 9.8.    WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any covenant
or conditions set forth in any covenant provided pursuant to Section 8.1(2) for
the benefit of the Holders or in Section 9.4 or Section 9.5 (other than a
covenant or condition which under Article 8 cannot be modified or amended
without the consent of the Holder of each Outstanding Security affected), if
before the time for such compliance the Holders shall, through the written
consent of not less than a majority in principal amount of the Outstanding
Securities, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee or any Paying or Conversion Agent in respect of
any such covenant or condition shall remain in full force and effect.



                                                                         Page 82

                                   ARTICLE 10

              REDEMPTION OF SECURITIES AT THE OPTION OF THE ISSUER

SECTION 10.1.   RIGHTS OF REDEMPTION AT THE OPTION OF THE COMPANY.

     The Securities may be redeemed at the option of the Company in accordance
with the provisions of the form of Securities set forth in EXHIBIT A and
EXHIBIT B and of Section 10.10 or Section 13.2.

SECTION 10.2.   APPLICABILITY OF ARTICLE.

     Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of the Securities or this Indenture,
shall be made in accordance with such provision and this Article 10.

SECTION 10.3.   ELECTION TO REDEEM: NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
any of the Securities, the Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date. If the Securities are to be redeemed pursuant to an election of the
Company which is subject to a condition specified in the form of Securities set
forth in EXHIBIT A or EXHIBIT B, the Company shall furnish the Trustee with an
Officers' Certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred.

SECTION 10.4.   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee within three Business
Days after it receives the notice described in Section 10.3, from the
Outstanding Securities not previously called for redemption, pro rata or by such
method as the Trustee may deem fair and appropriate.



                                                                         Page 83

     The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.

     If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as
may be) to be the portion selected for redemption. Securities which have been
converted during a selection of Securities to be redeemed may be treated by the
Trustee as Outstanding for the purpose of such selection.

     The Trustee shall promptly notify the Company and each Security Registrar
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount and certificate
numbers thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION 10.5.   NOTICE OF REDEMPTION.

     Notice of redemption shall be given in the manner provided in Section 1.6
to the Holders of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date, and such notice shall be irrevocable.

     All notices of redemption shall identify the Securities to be redeemed
(including CUSIP, CINS, ISIN and/or Common Code numbers) and shall state:

          (1)   the Redemption Date;

          (2)   the Redemption Price, and accrued interest and Liquidated
     Damages, if any;

          (3)   if fewer than all Outstanding Securities are to be redeemed, the
     aggregate principal amount of Securities to be redeemed;



                                                                         Page 84

          (4)   that on the Redemption Date, the Redemption Price, and accrued
     interest and Liquidated Damages, if any, will become due and payable upon
     each such Security to be redeemed, and that interest thereon shall cease to
     accrue on and after said date;

          (5)   the Conversion Rate, the date on which the right to convert the
     Securities to be redeemed will terminate and the places where such
     Securities may be surrendered for conversion; and

          (6)   the place or places where such Securities are to be surrendered
     for payment of the Redemption Price and accrued interest, if any.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, on Company Request delivered at least
15 days prior to the date on which such notice is to be given (unless a shorter
period shall be acceptable to the Trustee), by the Trustee in the name of and at
the expense of the Company. Notice of redemption of Securities to be redeemed at
the election of the Company received by the Trustee shall be given by the
Trustee to each Paying Agent in the name of and at the expense of the Company.

SECTION 10.6.   DEPOSIT OF REDEMPTION PRICE.

     Not less than one Business Day prior to any Redemption Date, the Company
shall deposit with the Trustee (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 9.3) an amount of
money (which shall be in immediately available funds on such Redemption Date)
sufficient to pay the Redemption Price of all the Securities which are to be
redeemed on that date other than any Securities called for redemption on that
date which have been converted prior to the date of such deposit.

     If any Security called for redemption is converted, any money deposited
with the Trustee or so segregated and held in trust for the redemption of such
Security shall (subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in Section 3.7) be paid to
the Company on Company Request or, if then held by the Company, shall be
discharged from such trust.

 SECTION 10.7.  SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified



                                                                         Page 85

and from and after such date (unless the Company shall default in the payment of
the Redemption Price) such Securities shall cease to bear interest. Upon
surrender of any Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price together with
Liquidated Damages, if any, to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest on Securities whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Record Date
according to their terms and the provisions of Section 3.7.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal amount of, Accrued Original Issue Discount
and, to the extent permitted by applicable law, accrued interest on such
Security shall, until paid, bear interest from the Redemption Date at the rate
then in effect and such Security shall remain convertible until the principal of
such Security (or portion thereof, as the case may be) shall have been paid or
duly provided for.

SECTION 10.8.   SECURITIES REDEEMED IN PART.

         Any Security which is to be redeemed only in part shall be surrendered
 at an office or agency of the Company designated for that purpose pursuant to
 Section 9.2 (with, if the Company or the Trustee so requires, due endorsement
 by, or a written instrument of transfer in form satisfactory to the Company and
 the Trustee duly executed by, the Holder thereof or his attorney duly
 authorized in writing), and the Company shall execute, and the Trustee shall
 authenticate and make available for delivery to the Holder of such Security
 without service charge, a new Security or Securities, of any authorized
 denomination as requested by such Holder, in aggregate principal amount equal
 to and in exchange for the unredeemed portion of the principal of the Security
 so surrendered.

SECTION 10.9.   CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

     In connection with any redemption of the Securities, the Company may
arrange for the purchase and conversion of any Securities by an agreement with
one or more investment bankers or other purchasers (the "PURCHASERS") to
purchase such Securities by paying to the Trustee in trust for the Holders, on
or before the Redemption Date, an amount not less than the applicable Redemption
Price, together with interest accrued and unpaid to the Redemption Date, of such
Securities. Notwithstanding anything to the contrary contained in this Article
10, the obligation of the Company to pay the Redemption Price, together with
interest accrued and unpaid to the



                                                                         Page 86

Redemption Date, shall be deemed to be satisfied and discharged to the extent
such amount is so paid by such Purchasers. If such an agreement is entered into
(a copy of which shall be filed with the Trustee prior to the close of business
on the second Business Day immediately prior to the Redemption Date), any
Securities called for redemption that are not duly surrendered for conversion by
the Holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, and consistent with any agreement or agreements with
such Purchasers, to be acquired by such Purchasers from such Holders and
(notwithstanding anything to the contrary contained in this Article 10)
surrendered by such Purchasers for conversion, all as of immediately prior to
the close of business on the Redemption Date (and the right to convert any such
Securities shall be extended through such time), subject to payment of the above
amount as aforesaid. At the direction of the Company, the Trustee shall hold and
dispose of any such amount paid to it by the Purchasers to the Holders in the
same manner as it would monies deposited with it by the Company for the
redemption of Securities. Without the Trustee's prior written consent, no
arrangement between the Company and such Purchasers for the purchase and
conversion of any Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any
Securities between the Company and such Purchasers, including the costs and
expenses, including reasonable legal fees, incurred by the Trustee in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

SECTION 10.10.  PROVISIONAL REDEMPTION AFTER NOVEMBER 12 2005.

     The Company may, at its option, at any time after November 12, 2005, redeem
the Securities, in whole or in part, for cash in U.S. Dollars at any time upon
notice to the Holders in accordance with Section 10.5 at a Redemption Price
equal to 100 DEG./a of the principal amount of Securities plus Accrued Original
Issue Discount and accrued and unpaid interest, if any, to, but excluding, the
Redemption Date; PROVIDED, HOWEVER, that (1) the closing price of the Company's
ADSs on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq SmallCap
Market, such other national securities exchange upon which the ADSs may then be
listed or otherwise in the over-the-counter market, as applicable) has exceeded
150% of the Conversion Price then in effect for at least 20 Trading Days within
a period of 30 consecutive Trading Days ending on the Trading Day immediately
before the date of mailing of the notice of redemption pursuant to Section 10.5
and (2) the Registration Statement is effective and available for use, and the
Company expects that such Registration Statement shall remain effective and
available for use for 30 days following



                                                                         Page 87

the Redemption Date, unless registration is no longer required. Any redemption
pursuant to this Section 10.10 shall be effected in accordance with the
provisions of this Article 10 of this Indenture.

                                   ARTICLE 11

                            CONVERSION OF SECURITIES

SECTION 11.1.   CONVERSION PRIVILEGE AND CONVERSION RATE.

     Subject to and upon compliance with the provisions of this Article 11, at
the option of the Holder thereof, any Security or any portion of the principal
amount thereof (but not Accrued Original Issue Discount thereon) that is
U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted (calculated as
to each conversion to the nearest 1/100th of a share) into fully paid and
nonassessable Ordinary Shares (or, at the election of the Holder, into ADSs
representing Ordinary Shares; provided that (i) the Security being converted has
been transferred pursuant to an effective Registration Statement or an effective
registration statement under the Securities Act and is not otherwise a
"restricted security" within the meaning of Rule 144(a)(3) under the Securities
Act and (ii) the Company's deposit agreement with respect to ADSs, or a
successor deposit agreement, is in effect) at the Conversion Rate, determined as
hereinafter provided, in effect at the time of conversion. Such conversion right
shall commence upon the original issuance of the Securities and expire at the
close of business on November 12, 2006, unless the Security has been previously
redeemed or repurchased, subject, in the case of conversion of any Global
Security, to any Applicable Procedures. In case a Security or portion thereof is
called for redemption at the election of the Company or the Holder thereof
exercises his right to require the Company to repurchase the Security, such
conversion right in respect of the Security, or portion thereof so called, shall
expire at the close of business on the Business Day immediately preceding the
Redemption Date or the Repurchase Date, as the case may be, unless the Company
defaults in making the payment due upon redemption or repurchase, as the case
may be (in each case subject, as aforesaid, to any Applicable Procedures with
respect to any Global Security).

     The rate at which Ordinary Shares shall be delivered upon conversion
(herein called the "CONVERSION RATE") shall be initially 266.6667 Ordinary
Shares for each U.S.$1,000 principal amount of Securities. The Conversion Rate
shall be adjusted in certain instances as provided in this Article 11. In the
event that the Holder elects to receive ADSs upon conversion, such Holder shall
receive the whole number of ADSs (rounded down to the nearest ADS, in the event
that a fractional ADS would otherwise be issuable) representing the number of
Ordinary Shares that



                                                                         Page 88

would be deliverable to such Holder if such Holder elected to receive Ordinary
Shares upon conversion of Securities.

For purposes of the remainder of this Article 11, unless the context requires
otherwise, the term "ORDINARY SHARES" means the Ordinary Shares or ADSs issuable
upon conversion of Securities.

SECTION 11.2.   EXERCISE OF CONVERSION PRIVILEIZE.

     In order to exercise the conversion privilege, any Holder of a Security
shall submit to the Company a duly signed and completed conversion notice
substantially in the form attached hereto as EXHIBIT D stating that the Holder
elects to convert such Security or, if less than the entire principal amount
thereof is to be converted, the portion thereof to be converted (and any Holder
of any Definitive Security to be converted shall, in addition to submitting such
conversion notice, surrender such Definitive Security, duly endorsed or assigned
to the Company or in blank), at any office or agency of the Company maintained
for that purpose pursuant to Section 9.2. Each Security so surrendered for
conversion (in whole or in part) during the period from the close of business on
any Regular Record Date next preceding any Interest Payment Date to the opening
of business on such Interest Payment Date shall (except in the case of any
Security or portion thereof that has been called for redemption on a Redemption
Date, or is to be repurchased on a Repurchase Date, with the consequence that
the conversion right of such Security would terminate between such Regular
Record Date and the close of business on such Interest Payment Date) be
accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest and Liquidated
Damages, if any, payable on such Interest Payment Date on the principal amount
of such Security (or part thereof, as the case may be) being surrendered for
conversion. The interest and Liquidated Damages, if any, so payable on such
Interest Payment Date, with respect to any Security (or portion thereof, if
applicable) that is surrendered for conversion during the period from the close
of business on any Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date, shall be paid to the Holder
of such Security as of such Regular Record Date. Interest and Liquidated
Damages, if any, payable in respect of any Security surrendered for conversion
on or after an Interest Payment Date shall be paid to the Holder of such
Security as of the next preceding Regular Record Date, notwithstanding the
exercise of the right of conversion. Except as provided in this paragraph and
subject to the last paragraph of Section 3.7, no cash payment or adjustment
shall be made upon any conversion on account of any interest accrued from the
Interest Payment Date next preceding the conversion date, in respect of any
Security (or part thereof, as the case may be) surrendered for conversion, or on
account of any dividends on the Ordinary Shares issued upon conversion. The
Company's delivery to the Holder of the number of



                                                                         Page 89

Ordinary Shares (and cash in lieu of fractions thereof, as provided in this
Indenture) into which a Security is convertible and any rights and warrants
pursuant to Section 11.4(13) will be deemed to satisfy the Company's obligation
to pay the principal amount of the Security.

     Securities shall be deemed to have been converted on the day of surrender
of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Ordinary Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Ordinary Shares at such time. As promptly as practicable on
or after the conversion date, the Company shall issue and deliver to the
Trustee, for delivery to the Holder, a certificate or certificates for the
number of full Ordinary Shares issuable upon conversion, together with payment
in lieu of any fraction of a share, as provided in Section 11.3.

     All Ordinary Shares delivered upon such conversion of Securities shall, to
the extent required by Section 2.2 of this Indenture, bear restrictive legends
substantially in the form of the legends required to be set forth on the
Securities pursuant to Section 2.2 and shall be subject to the restrictions on
transfer provided in such legends. Neither the Trustee nor any agent maintained
for the purpose of such conversion shall have any responsibility for the
inclusion or content of any such restrictive legends on such Ordinary Shares;
PROVIDED, HOWEVER, that the Trustee or any agent maintained for the purpose of
such conversion shall have provided to the Company or to the Company's transfer
agent for such Ordinary Shares, prior to or concurrently with a request to the
Company to deliver such Ordinary Shares, written notice that the Securities
delivered for conversion are Securities. ADSs shall be delivered under the
circumstances set forth in Section 11.1 of this Agreement, without restrictive
legends.

     In the case of any Security that is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Company, a
new registered Security or Securities of authorized denominations in an
aggregate principal amount equal to the unconverted portion of the principal
amount of such Security. A Security may be converted in part, but only if the
principal amount of such Security to be converted is any integral multiple of
U,S.$1,000 and the principal amount of such security to remain Outstanding after
such conversion is equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in
excess thereof.

SECTION 11.3.   FRACTIONS OF SHARES.



                                                                         Page 90

     No fractional Ordinary Shares shall be issued upon conversion of any
Security or Securities. If more than one Security shall be surrendered for
conversion at one time by the same Holder, the number of full shares that shall
be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Ordinary Shares that would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall calculate and pay a cash
adjustment in respect of such fraction (calculated to the nearest 1/100th of a
share) in an amount equal to the same fraction of the closing sales price of our
Ordinary Shares on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq
SmallCap Market, such other national securities exchange upon which the Ordinary
Shares or ADSs may then be listed or otherwise in the over-the-counter market,
as applicable) at the close of business on the day of conversion.

SECTION 11.4.   ADJUSTMENT OF CONVERSION RATE.

     The Conversion Rate shall be subject to adjustments from time to time as
follows (provided that the Company shall not be required to make any adjustment
to the Conversion Rate until the cumulative required adjustments amount to 1.0%
or more of the Conversion Rate, and any adjustment that would otherwise be
required to be made but for such 1.0% threshold shall be carried forward and
taken into account in any subsequent adjustment):

          (1)   In case the Company shall pay or make a dividend or other
     distribution on any class of capital stock of the Company payable in
     Ordinary Shares, the Conversion Rate in effect at the opening of business
     on the day following the date fixed for the determination of stockholders
     entitled to receive such dividend or other distribution shall be increased
     by dividing such Conversion Rate by a fraction of which the numerator shall
     be the number of Ordinary Shares outstanding at the close of business on
     the date fixed for such determination and the denominator shall be the sum
     of such number of shares and the total number of shares constituting such
     dividend or other distribution, such increase to become effective (subject
     to paragraph (12) of this Section 11.4) immediately after the opening of
     business on the day following the date fixed for such determination. For
     the purposes of this paragraph (1), the number of Ordinary Shares at any
     time outstanding shall not include shares held in the treasury of the
     Company but shall include shares issuable in respect of scrip certificates
     issued in lieu of fractions of Ordinary Shares. The Company will not pay
     any dividend or make any distribution on Ordinary Shares held in the
     treasury of the Company.



                                                                         Page 91

          (2)   In case the Company shall issue rights, options or warrants to
     all holders of its Ordinary Shares entitling them to subscribe for or
     purchase Ordinary Shares at a price per share less than the current market
     price per share (determined as provided in paragraph (8) of this Section
     11.4) of the Ordinary Shares on the date fixed for the determination of
     stockholders entitled to receive such rights, options or warrants (other
     than any rights, options or warrants (1) that by their terms will also be
     issued to any Holder upon conversion of a Security into Ordinary Shares
     without any action required by the Company or any other Person or (2) that
     are only exercisable upon the occurrence of specified triggering event and
     such triggering event has not occurred), the Conversion Rate in effect at
     the opening of business on the day following the date fixed for such
     determination shall be increased by dividing such Conversion Rate by a
     fraction of which the numerator shall be the number of Ordinary Shares
     outstanding at the close of business on the date fixed for such
     determination plus the number of Ordinary Shares which the aggregate of the
     offering price of the total number of Ordinary Shares so offered for
     subscription or purchase would purchase at such current market price and
     the denominator shall be the number of Ordinary Shares outstanding at the
     close of business on the date fixed for such determination plus the number
     of Ordinary Shares so offered for subscription or purchase, such increase
     to become effective (subject to paragraph (12) of this Section 11.4)
     immediately after the opening of business on the day following the date
     fixed for such determination. For the purposes of this paragraph (2), the
     number of Ordinary Shares at any time outstanding shall not include shares
     held in the treasury of the Company but shall include shares issuable in
     respect of scrip certificates issued in lieu of fractions of Ordinary
     Shares, The Company will not issue any rights, options or warrants in
     respect of Ordinary Shares held in the treasury of the Company.

          (3)   In case outstanding Ordinary Shares shall be subdivided into a
     greater number of Ordinary Shares, the Conversion Rate in effect at the
     opening of business on the day following the day upon which such
     subdivision becomes effective shall be proportionately increased, and,
     conversely, in case outstanding Ordinary Shares shall each be combined into
     a smaller number of Ordinary Shares, the Conversion Rate in effect at the
     opening of business on the day following the day upon which such
     combination becomes effective shall be proportionately reduced, such
     increase or reduction, as the case may be, to become effective immediately
     after the opening of business on the day following the day upon which such
     subdivision or combination becomes effective.

          (4)   In case the Company shall, by dividend or otherwise, distribute
     to all holders of its Ordinary Shares evidences of its indebtedness, shares
     of any class of capital stock, or



                                                                         Page 92

     other property (including cash or assets or securities, but excluding
     (1) any rights, options or warrants referred to in paragraph (2) of this
     Section 11.4 and the distribution of rights to ail holders of Ordinary
     Shares pursuant to the adoption of a stockholders' rights plan or the
     detachment of such rights under the terms of such stockholders' rights
     plan, (2) any dividend or distribution paid in cash, except as set forth in
     paragraphs (5) and (6) of this Section 11.4, (3) any dividend or
     distribution referred to in paragraph (1) of this Section 11.4 and (4) any
     merger or consolidation to which Section 11.11 applies), the Conversion
     Rate shall be adjusted so that the same shall equal the rate determined by
     dividing the Conversion Rate in effect immediately prior to the close of
     business on the date fixed for the determination of stockholders entitled
     to receive such distribution by a fraction of which the numerator shall be
     the current market price per share (determined as provided in paragraph (8)
     of this Section 11.4) of the Ordinary Shares on the date fixed for such
     determination less the then fair market value (as determined by the Board
     of Directors, whose determination shall be conclusive and described in a
     Board Resolution) of the portion of the assets, shares or evidences of
     indebtedness so distributed applicable to one share of Ordinary Shares and
     the denominator shall be such current market price per share of the
     Ordinary Shares, such adjustment to become effective (subject to paragraph
     (12) of this Section 11.4) immediately prior to the opening of business on
     the day following the date fixed for the determination of stockholders
     entitled to receive such distribution.

     In addition, if the Company implements a rights plan ("RIGHTS PLAN"), the
Company will provide under such Rights Plan that the Holders of the Securities
will receive, in addition to the Ordinary Shares, the rights under the Rights
Plan (whether or not the rights under the Rights Plan have separated from the
Ordinary Shares at the time of conversion), subject to any limitations set forth
in the Rights Plan.

          (5)   In case the Company shall, by dividend or otherwise, distribute
     to all holders of its Ordinary Shares cash (excluding cash portions of
     distribution referred to in Section 11.4(4) and any cash that is
     distributed upon a merger or consolidation to which Section 11.11 applies),
     the Conversion Price shall be reduced by the amount of such cash
     distribution per Ordinary Share, and the Conversion Rate shall be adjusted
     accordingly.

          (6)   In case a tender offer made by the Company or any Subsidiary for
     all or any portion of the Ordinary Shares shall be completed for an
     aggregate consideration consisting of cash and/or property having a fair
     market value (as determined by the Board of Directors, whose determination
     shall be conclusive and described in a Board Resolution) that combined
     together with (1) the aggregate of the cash plus the fair market value (as



                                                                         Page 93

     determined by the Board of Directors, whose determination shall be
     conclusive and described in a Board Resolution), of consideration payable
     in respect of any other tender offer by the Company or any Subsidiary for
     all or any portion of the Ordinary Shares concluded within the 365-day
     period preceding the completion of such tender offer and in respect of
     which no adjustment pursuant to this paragraph (6) has been made and (2)
     the aggregate amount of any distributions to all holders of the Company's
     Ordinary Shares made exclusively in cash within the 365-day period
     preceding the completion of such tender offer and in respect of which no
     adjustment pursuant to paragraph (5) of this Section 11.4 has been made
     exceeds 10% of the product of the current market price per share of the
     Ordinary Shares (determined as provided in paragraph (8) of this Section
     11.4) as of the completion of such tender offer (the "COMPLETION DATE")
     times the number of Ordinary Shares outstanding (including any tendered
     shares) as of the Completion Date, then, and in each such case, immediately
     prior to the opening of business on the day after the date of the
     Completion Date, the Conversion Rate shall be adjusted so that the same
     shall equal the rate determined by dividing the Conversion Rate immediately
     prior to close of business on the Completion Date by a fraction (A) the
     numerator of which shall be equal to (i) the product of (x) the current
     market price per share of the Ordinary Shares (determined as provided in
     paragraph (8) of this Section 11.4) on the Completion Date multiplied by
     (y) the number of Ordinary Shares outstanding (including any tendered
     shares) on the Completion Date less (ii) the combined tender and cash
     amount, and (B) the denominator of which shall be equal to the product of
     (x) the current market price per share of the Ordinary Shares (determined
     as provided in paragraph (8) of this Section 11.4) as of the Completion
     Date multiplied by (y) the number of Ordinary Shares outstanding (including
     any tendered shares) as of the Completion Date less the number of all
     shares validly tendered and not withdrawn as of the Completion Date (the
     shares deemed so accepted up to any such maximum, being referred to as the
     "PURCHASED SHARES").

          (7)   The reclassification of Ordinary Shares into securities
     including other than Ordinary Shares (other than any reclassification upon
     a consolidation or merger to which Section 11.11 applies) shall be deemed
     to involve (1) a distribution of such securities other than Ordinary Shares
     to all holders of Ordinary Shares (and the effective date of such
     reclassification shall be deemed to be "the date fixed for the
     determination of stockholders entitled to receive such distribution" and
     "the date fixed for such determination" within the meaning of paragraph (4)
     of this Section 11.4), and (2) a subdivision or combination, as the case
     may be, of the number of Ordinary Shares outstanding immediately prior to
     such reclassification into the number of Ordinary Shares outstanding
     immediately thereafter (and the effective date of such reclassification
     shall be deemed to be "the day upon which such



                                                                         Page 94

     subdivision becomes effective" or "the day upon which such combination
     becomes effective," as the case may be, and "the day upon which such
     subdivision or combination becomes effective" within the meaning of
     paragraph (3) of this Section 11.4).

          (8)   For the purpose of any computation under paragraphs (2), (4) or
     (6) of this Section 11.4, the current market price per share of Ordinary
     Shares on any date shall be calculated by the Company and be deemed to be
     the Volume Weighted Average Price for the five consecutive Trading Days
     selected by the Company commencing not more than 10 Trading Days before,
     and ending not later than, the earlier of the day in question and the day
     before the "ex date" with respect to the issuance or distribution requiring
     such computation. For purposes of this paragraph, the term "ex date," when
     used with respect to any issuance or distribution, means the first date on
     which the Ordinary Shares trades regular way in the applicable securities
     market or on the applicable securities exchange without the right to
     receive such issuance or distribution.

          (9)   No adjustment in the Conversion Rate shall be required unless
     such adjustment (plus any adjustments not previously made by reason of this
     paragraph (9)) would require an increase or decrease of at least one
     percent in such rate; PROVIDED, HOWEVER, that any adjustments which by
     reason of this paragraph (9) are not required to be made shall be carried
     forward and taken into account in any subsequent adjustment. All
     calculations under this Article 11 shall be made to the nearest cent or to
     the nearest one-hundredth of a share, as the case may be.

          (10)  The Company may make such increases in the Conversion Rate, for
     the remaining term of the Securities or any shorter term, in addition to
     those required by paragraphs (1), (2), (3), (4), (5), (6) and (14) of this
     Section 11.4, as it considers to be advisable in order to avoid or diminish
     any income tax liability to any holders of Ordinary Shares resulting from
     any dividend or distribution of Ordinary Shares or issuance of rights or
     warrants to purchase or subscribe for Ordinary Shares or from any event
     treated as such for income tax purposes.

     To the extent permitted by applicable law, the Company from time to time
may increase the Conversion Rate by any amount for any period of time if the
period is at least twenty (20) days and the Board of Directors shall have made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive; PROVIDED, HOWEVER, that such increase
shall not be taken into account for purposes of determining whether the Volume
Weighted Average Price of the Ordinary Shares exceeds the Conversion Price by
105% in connection with



                                                                         Page 95

an event which would otherwise be a Change in Control. Whenever the Conversion
Rate is increased pursuant to the preceding sentence, the Company shall give
notice of the increase to the Holders of Securities in the manner provided in
Section 1.6 at least fifteen (15) days prior to the date the increased
Conversion Rate takes effect, and such notice shall state the increased
Conversion Rate and the period during which it will be in effect.

          (11)  Notwithstanding the foregoing provisions of this Section 11.4,
     no adjustment of the Conversion Rate shall be required to be made (1) upon
     the issuance of Ordinary Shares pursuant to any present or future plan for
     the reinvestment of dividends, (2) because of a tender or exchange offer of
     the character described in Rule 13e-4(h)(5) under the Exchange Act or any
     successor rule thereto or (3) as a result of a rights plan or poison pill
     implemented by the Company.

          (12)  In any case in which this Section 11.4 shall require that an
     adjustment be made immediately following a record date, the Company may
     elect to defer the effectiveness of such adjustment (but in no event until
     a date later than the effective time of the event giving rise to such
     adjustment), in which case the Company shall, with respect to any Security
     converted after such record date and on and before such adjustment shall
     have become effective (1) defer paying any cash payment pursuant to Section
     11.3 hereof or issuing to the Holder of such Security the number of
     Ordinary Shares issuable upon such conversion in excess of the number of
     Ordinary Shares issuable thereupon only on the basis of the Conversion Rate
     prior to adjustment, and (2) not later than five Business Days after such
     adjustment shall have become effective, pay to such Holder the appropriate
     cash payment pursuant to Section 11.3 hereof and issue to such Holder the
     additional Ordinary Shares issuable on such conversion. Notwithstanding the
     foregoing, no adjustment of the Conversion Rate shall be made if the event
     giving rise to such adjustment does not occur.

          (13)  In the event that the Company distributes rights or warrants
     (other than those referred to in paragraph (2) above) pro rata to holders
     of Ordinary Shares, so long as any such rights or warrants have not expired
     or been redeemed by the Company, the Company shall make proper provision so
     that the Holder of any Security surrendered for conversion will be entitled
     to receive upon such conversion, in addition to the Ordinary Shares
     issuable upon conversion of the Securities (the "CONVERSION SHARES"), a
     number of rights and warrants to be



                                                                         Page 96

     determined as follows: (i) if such conversion occurs on or prior to the
     date for the distribution to the holders of rights or warrants of separate
     certificates evidencing such rights or warrants (the "DISTRIBUTION DATE"),
     the same number of rights or warrants to which a holder of a number of
     Ordinary Shares equal to the number of Conversion Shares is entitled at the
     time of such conversion in accordance with the terms and provisions of and
     applicable to the rights or warrants, and (ii) if such conversion occurs
     after such Distribution Date, the same number of rights or warrants to
     which a holder of the number of Ordinary Shares into which the principal
     amount of such Security so converted was convertible immediately prior to
     such Distribution Date would have been entitled on such Distribution Date
     in accordance with the terms and provisions of and applicable to the rights
     or warrants.

          (14)  In the event that an offer is made to all or some of the
     Company's shareholders (other than the offeror or parties acting in concert
     with it (as defined in Section 440A of the South African Companies Act,
     1973, as amended)) to acquire the whole or part of the Company's issued
     share capital, or if any Person proposes a scheme or arrangement with
     regard to such acquisition and such offer or scheme, as the case may be,
     becomes or is declared to be unconditional, and the offeror acquires 50% or
     more of the voting rights of the Company's issued Ordinary Shares
     (including Ordinary Shares underlying the Company's issued ADSs).

SECTION 11.5.   NOTICE OF ADJUSTMENTS OF CONVERSION RATE.

     Whenever the Conversion Rate is adjusted as herein provided:

          (1)   the Company shall compute the adjusted Conversion Rate in
     accordance with Section 11.4 and shall prepare a certificate signed by the
     Chief Financial Officer of the Company setting forth the adjusted
     Conversion Rate and showing in reasonable detail the facts upon which such
     adjustment is based, and such certificate shall promptly be filed with the
     Trustee and with the Conversion Agent; and

          (2)   upon each such adjustment, a notice stating that the Conversion
     Rate has been adjusted and setting forth the adjusted Conversion Rate shall
     be required, and as soon as practicable after it is required, such notice
     shall be provided by the Company to all Holders in accordance with
     Section 1.6.



                                                                         Page 97

     Neither the Trustee nor the Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours. Unless and until a Responsible Officer of the Trustee and Conversion
Agent receive written notice of an adjusted Conversion Rate, the Trustee and the
Conversion Agent may rely without inquiry on the Conversion Rate most recently
in effect.

SECTION 11.6.   NOTICE OF CERTAIN CORPORATE ACTION.

In case:

          (1)   the Company shall declare a dividend (or any other distribution)
     on its Ordinary Shares payable (i) otherwise than exclusively in cash or
     (ii) exclusively in cash in an amount that would require any adjustment
     pursuant to Section 11.4; or

          (2)   the Company shall authorize the granting to the holders of its
     Ordinary Shares of rights, options or warrants to subscribe for or purchase
     any shares of capital stock of any class or of any other rights; or

          (3)   of any reclassification of the Ordinary Shares of the Company,
     or of any consolidation, merger or share exchange to which the Company is a
     party and for which approval of any stockholders of the Company is
     required, or of the conveyance, sale, transfer or lease of all or
     substantially all of the assets of the Company; or

          (4)   of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 9.2, and shall cause
to be provided to all Holders in accordance with Section 1.6, at least 20 days
(or 10 days in any case specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter specified, a notice stating
(1) the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options or warrants, or, if a record is not to be taken,
the date as of which the holders of Ordinary Shares of record to be entitled to
such dividend, distribution, rights, options or warrants are to be determined or
(2) the date on which such reclassification, consolidation, merger, conveyance,
transfer, sale, lease, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of
Ordinary Shares of record shall be entitled to exchange their



                                                                         Page 98

Ordinary Shares for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, conveyance, transfer, sale, lease,
dissolution, liquidation or winding up. Neither the failure to give such notice
or the notice referred to in the following paragraph nor any defect therein
shall affect the legality or validity of the proceedings described in clauses
(1) through (4) of this Section 11.6. If at the time the Trustee shall not be
the Conversion Agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.

     The Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 9.2, and shall cause
to be provided to all Holders in accordance with Section 1.6, notice of any
tender offer by the Company or any Subsidiary for all or any portion of the
Ordinary Shares at or about the time that such notice of tender offer is
provided to the public generally.

SECTION 11.7.   COMPANY TO RESERVE ORDINARY SHARES AND ADSs.

     The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Ordinary Shares, for the
purpose of effecting the conversion of Securities, the full number of Ordinary
Shares then issuable upon the conversion of all Outstanding Securities. The
Company shall at all times ensure that a sufficient number of ADSs have been
registered under an effective registration statement of Form F-6 for issuance in
connection with the conversion of Outstanding Securities.

SECTION 11.8.   TAXES AND ADS FEES ON CONVERSIONS.

     Except as provided in the next sentence, the Company will pay any and all
transfer, stamp, documentary and other similar taxes and duties that may be
payable in respect of the issue or delivery of Ordinary Shares on conversion of
Securities pursuant hereto. The Company shall not, however, be required to pay
any tax or duty which may be payable in respect of any transfer involved in the
issue and delivery of Ordinary Shares in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax or duty or has established to the
satisfaction of the Company that such tax or duty has been paid. If the Holder
elects to receive ADSs upon conversion of Securities pursuant hereto, the Holder
will pay any and all fees that may be payable to the depositary for the ADSs and
otherwise in respect of the issue or delivery of ADSs on conversion of
Securities.

SECTION 11.9.   COVENANT AS TO ORDINARY SHARES.



                                                                         Page 99

     The Company agrees that all Ordinary Shares that may be delivered upon
conversion of Securities, upon such delivery, will be newly issued shares and
will have been duly authorized and validly issued and will be fully paid and
nonassessable and, except as provided in Section 11.8, the Company will pay all
taxes, liens and charges with respect to the issue thereof,

SECTION 11.10.  CANCELLATION OF CONVERTED SECURITIES.

     All Securities delivered for conversion shall be delivered to the Trustee
or its agent to be cancelled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.9.

SECTION 11.11.  PROVISION IN CASE OF CONSOLIDATION. MERGER OR SALE OF ASSETS.

     In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding Ordinary Shares of the Company) or any conveyance,
sale, transfer or lease of all or substantially all of the assets of the
Company, the Person formed by such consolidation or resulting from such merger
or that acquires such assets, as the case may be, shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each Security
then Outstanding shall have the right thereafter, during the period such
Security shall be convertible as specified in Section 11.1, to convert such
Security only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, conveyance, sale, transfer or lease
by a holder of the number of Ordinary Shares of the Company into which such
Security might have been converted immediately prior to such consolidation,
merger, conveyance, sale, transfer or lease, assuming such holder of Ordinary
Shares of the Company (a) is not a Person with which the Company consolidated or
merged with or into or that merged into or with the Company or to which such
conveyance, sale, transfer or lease was made, as the case may be (a "CONSTITUENT
PERSON"), or an Affiliate of a Constituent Person and (b) failed to exercise his
rights of election, if any, as to the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, conveyance, sale,
transfer, or lease is not the same for each share of Ordinary Shares of the
Company held immediately prior to such consolidation, merger, conveyance, sale,
transfer or lease by others than a Constituent Person or an Affiliate thereof
and in respect of which such rights of election shall not have been exercised
("NON-ELECTING SHARE"), then for the purpose of this Section 11.11 the kind and
amount of



                                                                        Page 100

securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by the holders of each Non-electing Share
shall be deemed to be the kind and amount so receivable per share by a plurality
of the Non-electing Shares). Such supplemental indenture shall provide for
adjustments that, for events subsequent to the effective date of such
supplemental indenture, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article 11. The above provisions of this
Section 11.11 shall similarly apply to successive consolidations, mergers,
conveyances, sales, transfers or leases.
Notice of the execution of such a supplemental indenture shall be given by the
Company to the Holder of each Security as provided in Section 1.6 promptly upon
such execution.

     Neither the Trustee nor the Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property or cash receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, conveyance, transfer, sale or lease or to any such adjustment but may
accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, an Officers Certificate or an Opinion of
Counsel with respect thereto, which the Company shall cause to be furnished to
the Trustee upon request.

SECTION 11.12.  RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

     The Trustee, subject to the provisions of Section 6.1, and any Conversion
Agent shall not at any time be under any duty or responsibility to any Holder of
Securities to determine whether any facts exist that may require any adjustment
of the Conversion Rate, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same, or
whether a supplemental indenture need be entered into. Neither the Trustee,
subject to the provisions of Section 6.1, nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
Ordinary Shares, or of any other securities or property or cash, that may at any
time be issued or delivered upon the conversion of any Security; and it or they
do not make any representation with respect thereto. Neither the Trustee,
subject to the provisions of Section 6.1, nor any Conversion Agent shall be
responsible for any failure of the Company to make or calculate any cash payment
or to issue, transfer or deliver any Ordinary Shares or share certificates or
other securities or property or cash upon the surrender of any Security for the
purpose of conversion; and the Trustee, subject to the provisions of Section
6.1, and any Conversion Agent shall not be responsible for any failure of the
Company to comply with any of the covenants of the Company contained in this
Article 11.



                                                                        Page 101

                                   ARTICLE 12

           REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A
                                CHANGE IN CONTROL

SECTION 12.1.   RIGHT TO REQUIRE REPURCHASE.

     In the event that a Change in Control shall occur, then each Holder shall
have the right, at the Holder's option, but subject to the provisions of Section
12.2, to require the Company to repurchase, and upon the exercise of such right
the Company shall repurchase, all of such Holder's Securities not theretofore
called for redemption, or any portion of the principal amount thereof that is
equal to U.S. $1,000 or any greater integral multiple of U.S. $1,000, on the
date (the "REPURCHASE DATE") that is fixed by the Company at a cash purchase
price equal to 101% of the principal amount of the Securities to be repurchased,
plus Accrued Original Issue Discount and interest accrued to the Repurchase Date
(the "REPURCHASE PRICE"); PROVIDED, HOWEVER, that instalments of interest and
Liquidated Damages, if any, on Securities whose Stated Maturity is on or prior
to the Repurchase Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such on the relevant Record
Date according to their terms and the provisions of Section 3.7. The Repurchase
Date will be determined by the Company in the following manner: (i) the Company
will give notice of the Change in Control as contemplated in Section 12.3(1);
(ii) each Holder electing to exercise the repurchase right must deliver, on or
before the 30th day (or such greater period as may be required by applicable
law) after the date of the Company's notice provided in provision (i) above:
(A) irrevocable written notice to the trustee of such Holder's exercise of its
repurchase right, and (B) the Securities with respect to which such repurchase
right is being exercised; and (iii) the Company will make the repurchase on a
date that is no later than 45 days after the Holder has delivered the notice
provided in proviso (ii) above. Such right to require the repurchase of the
Securities shall not continue after a discharge of the Company from its
obligations with respect to the Securities in accordance with Article 4 unless a
Change in Control shall have occurred prior to such discharge. At the option of
the Company, the Repurchase Price may be paid in cash or, subject to the
fulfillment by the Company of the conditions set forth in Section 12.2, by
delivery of Ordinary Shares or in a combination of cash and Ordinary Shares
having a fair market value equal to the Repurchase Price. Whenever in this
Indenture (including Sections 3.1, 5.1(1) and 5.8) there is a reference, in any
context to the principal of any Security as of any time, such reference shall be
deemed to include reference to the Repurchase Price that has become and remains
payable in respect of such Security to the extent that such Repurchase Price is,
was or would be so payable at such time, and express mention of



                                                                        Page 102

the Repurchase Price in any provision of this Indenture shall not be construed
as excluding the Repurchase Price in those provisions of this Indenture when
such express mention is not made; PROVIDED, HOWEVER, that for the purposes of
Article 12 such reference shall be deemed to include reference to the Repurchase
Price only to the extent the Repurchase Price is payable in cash.

     For purposes of this Section 12.1, the fair market value of Ordinary Shares
or ADSs shall be determined by the Company and shall be equal to 90% of the
Volume Weighted Average Price of the Ordinary Shares or ADSs for the 30
consecutive Trading Day period immediately preceding and including the third
Trading Day prior to the Repurchase Date.

SECTION 12.2.   CONDITIONS TO THE COMPANY'S ELECTION TO PAY THE REPURCHASE PRICE
                IN ORDINARY SHARES.

     The Company may elect to pay the Repurchase Price in whole or in part by
delivery of Ordinary Shares pursuant to Section 12.1 if and only if the
following conditions shall have been satisfied:

          (1)   As to each Holder, the Repurchase Price shall be paid only in
     cash in the event any Ordinary Shares to be issued to such Holder upon
     repurchase of Securities hereunder (1) require registration under any
     federal securities law before such shares may be freely transferable
     without being subject to any transfer restrictions under the Securities Act
     upon repurchase and if such registration is not completed or does not
     become effective prior to the Repurchase Date or (2) require registration
     with or approval of any governmental authority under any state law or any
     other federal law before such shares may be validly issued or delivered
     upon repurchase and if such registration is not completed or does not
     become effective or such approval is not obtained prior to the Repurchase
     Date;

          (2)   Payment of the Repurchase Price may not be made in Ordinary
     Shares or ADSs unless such stock is, or shall have been, approved for
     quotation on The Nasdaq SmallCap Market or listed or quoted on a national
     securities exchange or other quotation system, in either case, prior to the
     Repurchase Date; and

          (3)   All Ordinary Shares that may be issued upon repurchase of
     Securities will be issued out of the Company's authorized but unissued
     Ordinary Shares will and, upon issue, be duly and validly issued and fully
     paid and nonassessable and free of any preemptive rights.



                                                                        Page 103

     If all of the conditions set forth in this Section 12.2 are not satisfied
in accordance with the terms thereof, the Repurchase Price shall be paid by the
Company only in cash.

SECTION 12.3.   NOTICES: METHOD OF EXERCISING REPURCHASE RIJZHT ETC.

          (1)   Unless the Company shall have theretofore called for redemption
     all of the Outstanding Securities, on or before the 30th day after the
     occurrence of a Change in Control, the Company or, at the request and
     expense of the Company on or before the 30th day after such occurrence, the
     Trustee, shall give to all Holders of Securities, in the manner provided in
     Section 1.6, notice (the "COMPANY NOTICE") of the occurrence of the Change
     in Control and of the repurchase right set forth herein arising as a result
     thereof. The Company shall also deliver a copy of such notice of a
     repurchase right to the Trustee.

     Each notice of a repurchase right shall state:

          (i)    the Repurchase Date,

          (ii)   the date by which the repurchase right must be exercised,

          (iii)  the Repurchase Price, and whether the Repurchase Price shall be
     paid by the Company in cash or by delivery of Ordinary Shares,

          (iv)   a description of the procedure that a Holder must follow to
     exercise a repurchase right, and the place or places where such Securities
     are to be surrendered for payment of the Repurchase Price and accrued
     interest and Liquidated Damages, if any,

          (v)    that on the Repurchase Date, the Repurchase Price, and accrued
     interest and Liquidated Damages, if any, will become due and payable upon
     each such Security designated by the Holder to be repurchased and that
     interest thereon shall cease to accrue on and after said date,

          (vi)   the Conversion Rate than in effect, the date on which the right
     to convert the principal amount of the Securities to be repurchased will
     terminate and the place or places where such Securities may be surrendered
     for conversion,



                                                                        Page 104

          (vii)  the place or places that the Notice of Election of Holder to
     Require Repurchase attached hereto as EXHIBIT E, shall be delivered, and
     the form of such notice, and

          (viii) the CUSIP, CINS, ISIN and/or Common Code numbers of such
     Securities.
     No failure of the Company to give the foregoing notices or defect therein
shall limit any Holder's right to exercise a repurchase right or affect the
validity of the proceedings for the repurchase of Securities.

          (2)   To exercise a repurchase right, a Holder shall deliver to the
     Trustee on or before the 30th day (or such greater period as may be
     required by applicable law) after the date of the Company Notice
     (A) written notice of the Holder's exercise of such right, which notice
     shall set forth the name of the Holder, the principal amount of the
     Securities to be repurchased (and, if any Security is to repurchased in
     part, the serial number thereof, the portion of the principal amount
     thereof to be repurchased and the name of the Person in which the portion
     thereof to remain Outstanding after such repurchase is to be registered)
     and a statement that an election to exercise the repurchase right is being
     made thereby, and, in the event that the Repurchase Price shall be paid in
     Ordinary Shares, the name or names (with addresses) in which the
     certificate or certificates for Ordinary Shares shall be issued, and
     (B) the Securities with respect to which the repurchase right is being
     exercised. Such written notice shall be irrevocable, except that the right
     of the Holder to convert the Securities with respect to which the
     repurchase right is being exercised shall continue until the close of
     business on the Business Day immediately preceding the Repurchase Date.

          (3)   In the event a repurchase right shall be exercised in accordance
     with the terms hereof, the Company shall pay or cause to be paid to the
     Trustee the Repurchase Price in cash or Ordinary Shares, as provided above,
     for payment to the Holder on the Repurchase Date or, if Ordinary Shares are
     to be paid, as promptly after the Repurchase Date as practicable, together
     with accrued and unpaid interest and Liquidated Damages, if any, to the
     Repurchase Date payable with respect to the Securities as to which the
     purchase right has been exercised; PROVIDED, HOWEVER, that instalments of
     interest that mature on or prior to the Repurchase Date shall be payable in
     cash to the Holders of such Securities, or one or more Predecessor
     Securities, registered as such at the close of business on the relevant
     Regular Record Date.

          (4)   If any Security (or portion thereof) surrendered for repurchase
     shall not be so paid on the Repurchase Date, the principal amount of such
     Security (or portion thereof,



                                                                        Page 105

     as the case may be) shall, until paid, bear interest to the extent
     permitted by applicable law from the Repurchase Date at the rate then in
     effect per annum, and each Security shall remain convertible into Ordinary
     Shares until the principal of such Security (or portion thereof, as the
     case may be) shall have been paid or duly provided for.

          (5)   Any Security that is to be repurchased only in part shall be
     surrendered to the Trustee (with, if the Company or the Trustee so
     requires, due endorsement by, or a written instrument of transfer in form
     satisfactory to the Company and the Trustee duly executed by, the Holder
     thereof or his attorney duly authorized in writing), and the Company shall
     execute, and the Trustee shall authenticate and make available for delivery
     to the Holder of such Security without service charge, a new Security or
     Securities, containing identical terms and conditions, each in an
     authorized denomination in aggregate principal amount equal to and in
     exchange for the unrepurchased portion of the principal of the Security so
     surrendered.

          (6)   Any issuance of Ordinary Shares in respect of the Repurchase
     Price shall be deemed to have been effected immediately prior to the close
     of business on the Repurchase Date and the Person or Persons in whose name
     or names any certificate or certificates for Ordinary Shares shall be
     issuable upon such repurchase shall be deemed to have become on the
     Repurchase Date the holder or holders of record of the shares represented
     thereby; PROVIDED, HOWEVER, that any surrender for repurchase on a date
     when the stock transfer books of the Company shall be closed shall
     constitute the Person or Persons in whose name or names the certificate or
     certificates for such shares are to be issued as the record holder or
     holders thereof for all purposes at the opening of business on the next
     succeeding day on which such stock transfer books are open. No payment or
     adjustment shall be made for dividends or distributions on any Ordinary
     Shares issued upon repurchase of any Security declared prior to the
     Repurchase Date.

          (7)   No fractions of shares shall be issued upon repurchase of
     Securities. If more than one Security shall be repurchased from the same
     Holder and the Repurchase Price shall be payable in Ordinary Shares, the
     number of full shares that shall be issuable upon such repurchase shall be
     computed on the basis of the aggregate principal amount of the Securities
     so repurchased. Instead of any fractional share of Ordinary Shares that
     would otherwise be issuable on the repurchase of any Security or
     Securities, the Company will deliver to the applicable Holder its check for
     the current market value of such fractional share. The current market value
     of a fraction of a share is determined by multiplying the current market
     price of a full share by the fraction and rounding the result to the
     nearest



                                                                        Page 106

     cent. For purposes of this Section 12.3, the current market price of a
     share of Ordinary Shares is the average of the high and low sales price per
     Share of the Ordinary Shares on the Trading Day immediately preceding the
     Repurchase Date.

          (8)   Any issuance and delivery of certificates for Ordinary Shares on
     repurchase of Securities shall be made without charge to the Holder of
     Securities being repurchased for such certificates or for any tax or duty
     in respect of the issuance or delivery of such certificates or the
     securities represented thereby; PROVIDED, HOWEVER, that the Company shall
     not be required to pay any tax or duty that may be payable in respect of
     (1) income of the Holder or (2) any transfer involved in the issuance or
     delivery of certificates for Ordinary Shares in a name other than that of
     the Holder of the Securities being repurchased, and no such issuance or
     delivery shall be made unless and until the Person requesting such issuance
     or delivery has paid to the Company the amount of any such tax or duty or
     has established, to the satisfaction of the Company, that such tax or duty
     has been paid.

          (9)   All Securities delivered for repurchase shall be delivered to
     the Trustee to be canceled at the direction of the Trustee, which shall
     dispose of the same as provided in Section 3.9.

          (10)  Any repurchase of Securities pursuant to this Article 12 will be
     made in compliance with all applicable laws, rules and regulations,
     including, if applicable, Regulation 14E under the Exchange Act and the
     rules thereunder and all other applicable federal state and securities
     laws. If any of the provisions of this Article 12 are inconsistent with
     applicable laws and regulations, such laws and regulations shall govern,
     and the Company's compliance with such laws and regulations shall not be
     deemed to cause a breach of the Company's obligations under this Indenture.

                                   ARTICLE 13

                        PAYMENT OF ADDITIONAL AMOUNTS OR
                    REDEMPTION OF SECURITIES IN THE EVENT OF
                           IMPOSITION OF CERTAIN TAXES

SECTION 13.1.   PAYMENT OF ADDITIONAL AMOUNTS.

     In the event that the Company is required to make any withholding or
deduction for or on account of any taxes imposed by the Republic of South Africa
(or any political subdivision or taxing



                                                                        Page 107

authority thereof or therein) from any payment made under or with respect to the
Securities, the Company shall (a) pay such additional amounts of interest
("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by
each Holder (including Additional Amounts) will not be less than the amount the
Holder would have received had such taxes not been withheld or deducted, and
(b) provide to each Holder certified copies of tax receipts evidencing the
payment by the Company of the applicable South African taxes within 30 days
after the date of such payment; PROVIDE, HOWEVER, that no Additional Amount will
be payable with respect to a payment made to a non-resident Holder if the tax so
imposed is:

          (i)   any tax, duty, assessment or other governmental charge that
     would not have been imposed but for (a) the existence of any present or
     former connection, other than the holding of Securities or the receipt of
     amounts payable in respect of Securities, between the Holder (or between a
     fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
     a power over, the Holder, if the Holder is an estate, nominee, trust,
     partnership or corporation) and South Africa or any common monetary area
     for South Africa purposes, in other words, Lesotho, Namibia, Botswana and
     Swaziland, including, without limitation, the Holder (or the fiduciary,
     settlor, beneficiary, member, shareholder or possessor) being or having
     been a citizen or resident thereof or being or having been present or
     engaged in trade or business therein or having or having had a permanent
     establishment therein or (b) the presentation of Securities (where
     presentation is required) for payment on a date more than 30 days after the
     date on which the payment in respect of such Securities first became due
     and payable or provided for, whichever occurs later, except to the extent
     that the Holder would have been entitled to such Additional Amounts had the
     Securities been presented for payment on the last day of that period of 30
     days;

          (ii)  any tax, duty, assessment or other governmental charge that is
     imposed or withheld by reason of the failure to comply by the Holder or
     beneficial owner of the Securities with a request by the Company addressed
     to the Holder or beneficial owner (a) to provide information, concerning
     the nationality, residence or identity of the Holder or beneficial owner or
     (b) to make any declaration or other similar claim or satisfy any
     information or reporting requirement, which, in the case of (a) or (b), is
     required or imposed by a statute, regulation or administrative practice of
     the taxing jurisdictions as a precondition to exemption form all or part of
     such tax, duty, assessment or other governmental charge;

          (iii) any estate, inheritance, gift, sale, transfer, personal property
     or similar tax, duty, assessment or other governmental charge;



                                                                        Page 108

          (iv)  any tax, duty, assessment or other governmental charge which is
     payable otherwise than by deduction or withholding from payment of
     principal of or interest on the Securities;

          (v)   any tax, assessment, duty or other governmental charge imposed
     on a Holder that is not the beneficial owner of Securities to the extent
     that the beneficial owner would not have been entitled to the payment of
     any Additional Amounts had the beneficial owner directly held the
     Securities; or

          (vi)  any combination of items (i), (ii), (iii), (iv) and (v) above.

SECTION 13.2.   PROVISIONAL REDEMPTION UPON IMPOSITION OF CERTAIN TAXES.

     In the event that the Company has become or would become obligated to pay,
on the next date on which any amount would be payable to the Holders under this
Indenture or with respect to the Securities, any Additional Amounts as a result
of any change in, or amendment to, the laws (or any regulations promulgated
thereunder) of the Republic of South Africa (or any political subdivision or
taxing authority thereof or therein), or any change in, or amendment to, any
official position regarding the application or interpretation of such laws or
regulations, which change or amendment is announced or becomes effective on or
after November 4, 2002, the Company may, at its option, redeem the Securities,
in whole but not in part, for cash in U.S. Dollars at any time upon notice to
the Holders in accordance with Section 10.5 at a Redemption Price equal to 100%
of the principal amount of Securities, plus Accrued Original Issue Discount and
accrued and unpaid interest, if any, to, but excluding, the Redemption Date;
PROVIDED, HOWEVER, that the Company determines, in its business judgment, that
the obligation to pay such Additional Amounts cannot be avoided by the use of
reasonable measures available to it (not including substitution of the obligor
under the Securities). Any redemption pursuant to this Section 13.2 shall be
effected in accordance with the provisions of Article 10 of this Indenture.



                                                                        Page 109

                                   ARTICLE 14

                            HOLDERS LISTS AND REPORTS
                      BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 14.1.   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

The Company will furnish or cause to be furnished to the Trustee:

(a)  semiannually, not more than 15 days after the Regular Record Date, a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Securities as of such Regular Record Date; and

(b)  at such other times as the Trustee may reasonably request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished; excluding from any such list names and addresses
received by the Trustee in its capacity as Security Registrar.

SECTION 14.2.   PRESERVATION OF INFORMATION.

(a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 14.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 14.1 upon receipt of a new list so furnished.

(b)  After this Indenture has been qualified under the Trust Indenture Act, the
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
duties of the Trustee, shall be as provided by the Trust Indenture Act.

(c)  Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.



                                                                        Page 110

SECTION 14.3.   NO RECOURSE AGAINST OTHERS.

     An incorporates or any past, present or future director, officer, employee
or shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such
liability. Such waiver and release shall be part of the consideration for the
issue of the Securities.

SECTION 14.4.   REPORTS BY TRUSTEE.

     (a)  After this Indenture has been qualified under the Trust Indenture Act,
the Trustee shall transmit to Holders such reports concerning the Trustee and
its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
60 days after each May 15 following the date of this Indenture, deliver to
Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a).

     (b)  After this Indenture has been qualified under the Trust Indenture Act,
a copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange upon which the Securities are
listed, with the Commission, with the Company. The Company will promptly notify
the Trustee when the Securities are listed on any stock exchange.

SECTION 14.5.   REPORTS BY THE COMPANY

     After this Indenture has been qualified under the Trust Indenture Act, the
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.

     Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt thereof shall not
constitute constructive notice of any



                                                                        Page 111

information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

                                   ARTICLE 15

                      MEETINGS OF HOLDERS OF THE SECURITIES

SECTION 15.1.   PURPOSES OF MEETINGS.

     A meeting of the Holders, in each case with respect to Securities held by
such Holders, may be called at any time from time to time pursuant to this
Article 15 for any of the following purposes:

     (a)  to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any Default hereunder
and its consequences, or to take any other action authorized to be taken by
Holders pursuant to Article 5 hereof;

     (b)  to remove the Trustee and appoint a successor trustee pursuant to
Article 6 hereof;

or

     (c)  to consent to the execution of an indenture supplemental hereto
pursuant to Section 8.2 hereof.

SECTION 15.2.   PLACE OF MEETINGS-

     Meetings of Holders may be held at such place or places as the Trustee or,
in case of its failure to act, the Company or the Holders calling the meeting,
shall from time to time determine.

SECTION 15.3.   CALL AND NOTICE OF MEETINGS.

     (a)  The Trustee may at any time (upon not less than 21 days' notice) call
a meeting of Holders to be held at such time and at such place in the location
determined by the Trustee pursuant to Section 15.2 hereof. Notice of every
meeting of Holders, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
to each Holder and published in the manner contemplated by Section 1.6 hereof.



                                                                        Page 112

     (b)  In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least one-tenth in aggregate principal amount of the
Securities then outstanding, shall have requested the Trustee to call a meeting
of the Holders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first giving of the notice of such meeting within 20 days after receipt of such
request, then the Company or the Holders of the amount above specified may
determine the time (not less than 21 days after notice is given) and the place
in the location determined by the Company or the Holders pursuant to Section
15.2 hereof for such meeting and may call such meeting to take any action
authorized in Section 15.1 hereof by giving notice thereof as provided in
Section 15.3(a) hereof.

SECTION 15.4.   VOTING AT MEETINGS.

     To be entitled to vote at any meeting of Holders, a Person shall be (i) a
Holder or (ii) a Person appointed by an instrument in writing as proxy for a
Holder or Holders by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons so entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel, and any representatives of the
Company and its counsel.

SECTION 15.5.   VOTING RIGHTS, CONDUCT AND ADJOURNMENT.

     (a)  Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders in regard to proof of the holding of Securities and of the appointment
of proxies and in regard to the appointment and duties of inspectors of votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate. Except as otherwise permitted or required by any
such regulations, the holding of Securities shall be proved in the manner
specified in Article 3 hereof and the appointment of any proxy shall be proved
in such manner as is deemed appropriate by the Trustee or by having the
signature of the person executing the proxy witnessed or guaranteed by any bank,
banker or trust company customarily authorized to certify to the holding of a
security such as a global security. A proxy need not be a Holder.

     (b)  At any meeting of Holders, the presence of Persons holding or
representing Securities in an aggregate principal amount sufficient under the
appropriate provision of this



                                                                        Page 113

Indenture to take action upon the business for the transaction of which such
meeting was called, and in any event constituting not less than one-third of the
aggregate principal amount of the Securities then outstanding, shall constitute
a quorum. Any meetings of Holders duly called pursuant to Section 15.3 hereof
may be adjourned from time to time by vote of the Holders (or proxies for the
Holders) of a majority of the Securities represented at the meeting and entitled
to vote, whether or not a quorum shall be present; and the meeting may be held
as so adjourned without further notice. No action at a meeting of Holders shall
be effective unless approved by Persons holding or representing Securities in
the aggregate principal amount required by the provision of this Indenture
pursuant to which such action is being taken,

     (c)  At any meeting of Holders, each Holder or proxy shall be entitled to
one vote for each $1,000 principal amount of outstanding Securities held or
represented.

     (d)  In determining whether the Holders of the requisite principal amount
of the Securities have given or taken any direction, notice, consent, waiver or
other action under this Indenture as of any date, only the principal amount
(determined as above) of Securities that are to be deemed Outstanding under this
Indenture can be considered.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed, all as of the day and year first above written.

                                           DURBAN ROODEPOORT DEEP, LIMITED,
                                           Issuer


                                           By /s/ Ian Murray
                                             -----------------------------------
                                           Name: Ian Murray
                                           Title: Finance Director


                                           THE BANK OF NEW YORK, Trustee


                                           By /s/ Alison Mitchell
                                             -----------------------------------
                                           Name: Alison Mitchell
                                           Title: Assistant Treasurer

[LAST SIGNED NOVEMBER 2002]



                                                                     EXHIBIT A-1

                        FORM OF RULE 144A GLOBAL SECURITY

This Security is a Global Security within the meaning of the Indenture
hereinafter referred to. The registered holder hereof may be treated by the
issuer, the trustee and any agent thereof as owner and holder of this security
for all purposes. Transfers of this Global Security shall be limited to
transfers in whole, but not in part, to a successor book-entry depositary, and
transfers of portions of this Global Security shall be limited to transfers made
in accordance with the restrictions set forth in Section 3.5 of the Indenture.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Durban Roodepoort
Deep, Limited or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

The securities evidenced hereby, the ordinary shares issuable upon conversion of
the securities evidenced hereby, and the ordinary shares which will be
represented by ADSs issuable upon conversion of the securities evidenced hereby,
have not been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and accordingly may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except as set forth
in the following sentence. By its acquisition hereof, the holder (1) represents
that (a) it is a "qualified institutional buyer" within the meaning of Rule 144A
under the Securities Act (a "QIB") or (b) it is not a U.S. person and is
acquiring this security in an offshore transaction in compliance with Regulation
S under the Securities Act, (2) agrees that it will not, offer, sell, pledge or
otherwise transfer this security except (a) to Durban Roodepoort Deep, Limited
or any subsidiary thereof, (b) outside the United States to a non-U.S. person
(except a South African resident) in an offshore transaction in accordance with
Rule 903 or Rule 904 of Regulation S, (c) in accordance with Rule 144A to a
person whom the seller and any person acting on behalf of the seller reasonably
believe is a QIB purchasing for its own account or for the account of a QIB in a
transaction meeting the requirements of Rule 144A and to whom notice is given
that such offer, sale or transfer is being made in reliance on Rule 144A,
(d) pursuant to a registration statement which has been declared effective under
the Securities Act or (e) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 thereunder (if available), in each of the
cases (a) through (e) in accordance with any applicable securities laws of any
state of the United States, and (3) agrees that it will deliver to each person
to whom this security or an interest herein is transferred a notice
substantially to the effect of this legend. As used herein, the terms "offshore
transaction," "United States" and "U.S. person" have the meanings given to them
by Regulation S under the Securities Act. The indenture contains a provision
requiring the trustee to refuse to register (as applicable) any transfer of this
security in violation of the foregoing restrictions.



                                                                          Page 2

                         DURBAN ROODEPOORT DEEP, LIMITED

                       6% SENIOR CONVERTIBLE NOTE DUE 2006

No. [ ]                                                   U.S.$[           ]

CUSIP No. 266597 AA 1

Durban Roodepoort Deep, Limited, a corporation incorporated under the laws of
the Republic of South Africa (herein called the "COMPANY", which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to Cede & Co. or registered assigns
102.5% of the principal sum of [ ] United States Dollars (U.S.$ [ ]) (which
principal amount may from time to time be increased or decreased to such other
principal amounts (which, taken together with the principal amounts of all other
Outstanding Securities, shall not exceed U.S.$66 million in the aggregate
at any time) by adjustments endorsed by the Trustee as defined below) on or
before the fifth Business Day after November 12, 2006 and to pay interest on
such principal amount, from November 12, 2002, or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided
for, semi-annually in arrears on May 12 and November 12 in each year (each, an
"INTEREST PAYMENT DATE"), commencing May 12, 2003, at the rate of 6% per annum,
until the principal hereof is due, and at the rate of 6.557% on any unpaid
principal amount after November 12, 2006 until paid, and, to the extent
permitted by law, on any unpaid interest amount after November 12, 2006 until
paid. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the 1st day of May or the 15th day of November (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on the relevant Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Company, notice whereof shall be
given to Holders of Definitive Securities not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Original Issue Discount
will accrue from the date of issuance of this Security through November 12,
2006, or such earlier date upon which this Security is redeemed, repurchased or
converted. Payments of principal and Original Issue Discount shall be made upon
the surrender of this Security at the option of the Holder at the Corporate
Trust Office of the Trustee, or at such other office or agency of the Company as
may be designated by it for such purpose in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or at such other offices or agencies as the
Company may designate, by wire transfer of same-day funds to a Dollar account
maintained by the payee with a bank (except with respect to any portion of such
principal and Original Issue Discount which the Company elects to repay in
Ordinary Shares or ADSs, as provided herein and in the Indenture).

Payment of interest on this Security will be made by wire transfer of same-day
funds to a Dollar account maintained by the payee with a bank.

Except as specifically provided herein and in the Indenture, the Company shall
not be required to make any payment with respect to any tax, assessment or other
governmental charge imposed by any government or any political subdivision or
taxing authority thereof or therein.

All terms used in this Security which are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.



                                                                          Page 3

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof or an Authenticating Agent by the manual
signature of one of their respective authorized signatories, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.

                                               DURBAN ROODEPOORT DEEP, LIMITED

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

Attest:

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

Dated:

This is one of the Securities referred to in the within-mentioned Indenture, and
is entitled to the benefits of the Indenture.

                                               THE BANK OF NEW YORK, AS Trustee

                                          By:
                                               -------------------------------
                                               Authorized Signatory



                                                                          Page 4

                          [FORM OF REVERSE OF SECURITY]

This Security is one of a duly authorized issue of securities of the Company
designated as its "6% Senior Convertible Notes due 2006" (herein called the
"SECURITIES"), limited in aggregate principal amount to U.S.$66 million, issued
and to be issued under an Indenture, dated as of November 12, 2002 (herein
called the "INDENTURE"), between the Company and The Bank of New York, as
Trustee (herein called the "TRUSTEE", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

The Securities will be senior, unsecured obligations of the Company and will
rank PARI PASSU to all present and future indebtedness of the Company.

No sinking fund is provided for the Securities.

In the event of a redemption of the Securities, the Company will not be required
(a) to register the transfer or exchange of Securities for a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of
the Securities called for such redemption; or (b) to register the transfer or
exchange of any Security, or portion thereof, called for redemption.

Notice to the Holders will be given not less than 30 nor more than 60 days prior
to the applicable Redemption Date as provided in the Indenture.

In any case where the due date for the payment of the principal of, accrued
Original Issue Discount on or interest on any Security or the last day on which
a Holder of a Security has a right to convert his Security shall be, at any
Place of Payment or Place of Conversion, as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, accrued Original Issue Discount or interest, or delivery for
conversion of such Security need not be made on or by such date at such place
but may be made on or by the next succeeding day at such place which is not a
day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the date
for such payment or the date fixed for redemption or repurchase, or by such last
day for conversion, and no interest shall accrue on the amount so payable for
the period from and after such due date.

The Securities are subject to redemption at the option of the Company at any
time on or after November 12, 2005, in whole or in part, upon not less than 30
nor more than 60 days' notice to the Holders prior to the Redemption Date, at a
redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued Original Issue Discount, plus accrued and unpaid
interest, if any, to, but excluding, the Redemption Date. The Company may only
exercise this option during this period if (1) the closing price of the
Company's ADSs on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq
SmallCap Market, such other national securities exchange upon which the ADSs may
then be listed or otherwise in the over-the-counter market, as applicable) has
exceeded 150% of the conversion price of the Securities then in effect for at
least 20 trading days within a period of 30 consecutive trading days ending on
the trading day immediately before the date of mailing of the notice of
redemption and (2) the registration statement filed with the U.S. Securities and
Exchange Commission with respect to the Securities is effective and available
for use, and the Company expects that such registration statement shall remain
effective and available for use for 30 days following the Redemption Date,
unless registration is no longer required.

In the event that the Company is required to make any withholding or deduction
for or on account of any taxes imposed by the Republic of South Africa (or any
political subdivision or taxing



                                                                          Page 5

authority thereof or therein) from any payment made under or with respect to the
Securities, the Company shall pay such additional amounts of interest as may be
necessary so that the net amount received by each Holder (including such
additional amounts of interest) will not be less than the amount the Holder
would have received had such taxes not been withheld or deducted; PROVIDED,
HOWEVER, that no such additional amounts will be payable with respect to a
payment made to a non-resident Holder if any of the conditions described in
Section 13.1 of the Indenture are met.

The Securities are subject to redemption at the option of the Company, in whole
but not in part, upon not less than 30 nor more than 60 days' notice to the
Holders prior to the Redemption Date, in cash in U.S. Dollars at a redemption
price equal to 100% of the principal amount of the Securities, plus accrued
Original Issue Discount, plus accrued and unpaid interest, if any, to, but
excluding, the Redemption Date, in the event that the Company has become or
would become obligated to pay, on the next date on which any amount would be
payable to the Holders under the Indenture or with respect to the Securities,
any additional amounts of interest as a result of any change in, or amendment
to, the laws (or any regulations promulgated thereunder) of the Republic of
South Africa (or any political subdivision or taxing authority thereof or
therein), or any change in, or amendment to, any official position regarding the
application or interpretation of such laws or regulations, which change or
amendment is announced or becomes effective on or after November 4, 2002;
PROVIDED, HOWEVER, that the Company determines, in its business judgment, that
the obligation to pay such additional amounts of interest cannot be avoided by
the use of reasonable measures available to it (not including substitution of
the obligor under the Securities). Any such redemption shall be effected in
accordance with the provisions of Article 10 of the Indenture.

Subject to and upon compliance with the provisions of Article 11 of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof (but not accrued Original Issue Discount thereon)
that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted into
fully paid and nonassessable Ordinary Shares, or, at the election of the Holder,
ADSs representing a like number of Ordinary Shares, at the initial conversion
rate of 266.6667 Ordinary Shares per U.S.$1,000 principal amount of Securities
(subject to adjustment pursuant to Section 11.4 of the Indenture), which is
equivalent to an initial conversion price of approximately $3.75 per Ordinary
Share. Such conversion right shall commence upon the original issuance of the
Securities and expire at the close of business on November 12, 2006, subject, in
the case of conversion of beneficial interests in any Global Security, to any
Applicable Procedures. In case a Security or portion thereof is called for
redemption at the election of the Company or the Holder thereof exercises its
right to require the Company to repurchase the Security, such conversion right
in respect of the Security, or portion thereof so called, shall expire at the
close of business on the Business Day immediately preceding the Redemption Date
or Repurchase Date, as the case may be, unless the Company defaults in making
the payment due upon redemption or repurchase, as the case may be (in each case
subject as aforesaid to any Applicable Procedures with respect to any Global
Security).

A Holder of Securities shall not be entitled to any rights of a holder of
Ordinary Shares or ADSs until such holder has converted such Security into
Ordinary Shares or ADSs, and only to the extent that such Securities are deemed
to have been converted into Ordinary Shares or ADSs under Article 11 of the
Indenture.

In order to exercise the conversion privilege, the Holder of a beneficial
interest in a Global Security to be converted shall deliver to the Company, at
any office or agency of the Company maintained for that purpose pursuant to
Section 9.2 of the Indenture, a duly signed and completed conversion notice
substantially in the form set forth in EXHIBIT D of the Indenture stating that
the Holder elects to convert such beneficial interest in the Global Security or,
if less than the entire principal amount thereof is to be converted, the portion
thereof to be converted, whereupon the Company shall, as promptly as practicable
but in any event within 14 days of its receipt of such duly signed and completed
conversion notice, cause such conversion to occur in accordance with the
customary procedures of the Book-Entry Depositary. Each beneficial interest in a
Global Security so



                                                                          Page 6

surrendered for conversion (in whole or in part) during the period from the
close of business on any Regular Record Date next preceding any Interest Payment
Date to the opening of business on such Interest Payment Date shall (except in
the case of any Security or portion thereof that has been called for redemption
on a Redemption Date, or is to be repurchased on a Repurchase Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date) be accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest and Liquidated
Damages, if any, payable on such Interest Payment Date on the principal amount
of such Security (or part thereof, as the case may be) being surrendered for
conversion. The interest and Liquidated Damages, if any, so payable on such
Interest Payment Date, with respect to any Security (or portion thereof, If
applicable) that is surrendered for conversion during the period from the close
of business on any Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date, shall be paid to the Holder
of such Security as of such Regular Record Date. Interest and Liquidated
Damages, if any, payable in respect of any Security surrendered for conversion
on or after an Interest Payment Date shall be paid to the Holder of such
Security as of the next preceding Regular Record Date, notwithstanding the
exercise of the right of conversion. Except as provided in this paragraph and
subject to the last paragraph of Section 3,7 of the Indenture, no cash payment
or adjustment shall be made upon any conversion on account of any interest
accrued from the Interest Payment Date next preceding the conversion date, in
respect of any Security (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Ordinary Shares issued upon
conversion. The Company's delivery to the Holder of the number of Ordinary
Shares (and cash in lieu of fractions thereof, as provided in the Indenture)
into which a Security is convertible and any rights and warrants pursuant to
Section 11.4(13) of the Indenture will be deemed to satisfy the Company's
obligation to pay the principal amount of the Security,

Securities shall be deemed to have been converted on the day of surrender of
such Securities for conversion in accordance with the foregoing provisions, and
at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Ordinary Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Ordinary Shares at such time.

In the case of any Security that is converted in part only, upon such conversion
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the Holder thereof, at the expense of the Company, a new
registered Security or Securities of authorized denominations in an aggregate
principal amount equal to the unconverted portion of the principal amount of
such Security. A Security may be converted in part, but only if the principal
amount of such Security to be converted is any integral multiple of U.S.$1,000
and the principal amount of such security to remain Outstanding after such
conversion is equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in
excess thereof.

In the event that a Change in Control shall occur, then each Holder shall have
the right, at the Holder's option, but subject to the provisions of Section 12.2
of the Indenture, to require the Company to repurchase, and upon the exercise of
such right the Company shall repurchase, all of such Holder's Securities not
theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U.S.$1,000 or any greater integral multiple of
U.S.$1,QQO, on the Repurchase Date at the Repurchase Price (which, as provided
in the Indenture, shall equal to 101% of the principal amount of the Securities
called for redemption, plus accrued Original Issue Discount, plus accrued
interest through the Repurchase Date); PROVIDED, HOWEVER, that installments of
interest on Securities whose Stated Maturity is on or prior to the Repurchase
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Record Date according
to the terms hereof and the provisions of Section 3.7 of the Indenture. Such
right to require the repurchase of the Securities shall not continue after a
discharge of the Company from its obligations with respect to the Securities in
accordance with Article 4 of the Indenture, unless a Change in Control shall
have occurred prior to



                                                                          Page 7

such discharge. At the option of the Company, the Repurchase Price may be paid
in cash or, subject to the fulfilment by the Company of the conditions set forth
in Section 12.2 of the Indenture, by delivery of Ordinary Shares or ADSs or in a
combination of cash and Ordinary Shares or ADSs having a fair market value equal
to the Repurchase Price.

At the option of the Company and upon notice to the Holders given not less than
40 trading days nor more than 60 trading days prior to the Maturity Date as
provided in the Indenture, on or before the fifth Business Day immediately
following the Maturity Date, the amount of 102.5% of the principal of the
Securities (but not any interest accrued to the Maturity Date) due on the
Maturity Date may, subject to the fulfilment by the Company of the conditions
set forth in Section 3.12 of the Indenture, be paid, in whole or in part, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to such amount due on the
Maturity Date. The delivery of such Ordinary Shares or ADSs shall occur on or
before the fifth Business Day following the Maturity Date.

For purposes of the preceding two paragraphs, the fair market value of Ordinary
Shares or ADSs shall be determined by the Company and shall be equal to 90% of
the Volume Weighted Average Price of the Ordinary Shares or ADSs on The Nasdaq
SmallCap Market (or, if not listed on The Nasdaq SmallCap Market, such other
national securities exchange upon which the Ordinary Shares or ADSs may then be
listed or otherwise in the over-the-counter market, as applicable) for each of
the 30 consecutive trading days immediately preceding and including the third
trading day prior to the Repurchase Date or date of repayment of 102.5% of the
principal of the Securities.

In the event of a redemption, repurchase, cancellation or conversion of this
Security in part only, the principal amount of Securities evidenced by this
Security shall be reduced by the principal amount so redeemed, repurchased,
cancelled or converted. Thereafter, the Securities represented by this Security
shall be the principal amount of Securities most recently entered by or on
behalf of the Company in the relevant column in SCHEDULE A attached hereto.

This Security may not be exchanged for Definitive Securities unless: (i) DTC
notifies the Trustee that it is unwilling or unable to continue to hold such
Global Securities, or if at any time DTC is unable to or ceases to be a clearing
agency registered under the Exchange Act and a successor to DTC registered under
the Exchange Act is not appointed by the Trustee at the written request of the
Company within 120 days; (ii) an Event of Default under the Securities occurs,
upon the receipt of the holder of a beneficial interest in the relevant
Securities; or (iii) at any time the Company at its option and in its sole
discretion determines that this Security should be exchanged (in whole but not
in part) for Definitive Securities.

Transfers of this Security shall be limited to transfers in whole, but not in
part.

If a holder of an interest in this Security wishes at any time to transfer such
interest to a person who wishes to take delivery thereof in the form of an
interest in the Regulation S Global Security, such holder may transfer such
interest in accordance with the rules and operating procedures of DTC, Euroclear
and Clearstream. Upon (a) notification to the Trustee by the custodian of this
Security for DTC and the common depositary for Euroclear and Clearstream and (b)
receipt by the Trustee of a certificate in the form of EXHIBIT F to the
Indenture given by the holder of such interest, the transfer of interest from
this Security to the Regulation S Global Security shall be effected by a
reduction in the aggregate principal amount of Securities represented by this
Security and the corresponding reduction or increase in the aggregate principal
amount of Securities represented by the Regulation S Global Security.

If an Event of Default (other than that specified in Section 5.1(6) or 5.1(7) of
the Indenture) shall occur and be continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture, and upon any such declaration such principal and all accrued interest
thereon shall become



                                                                          Page 8

immediately due and payable. If an Event of Default specified in Section 5.1(6)
or 5.1(7) of the Indenture occurs, the principal of, and accrued interest on,
all of the Securities shall ipso facto become immediately due and payable
without any declaration or other Act of the Holder or any act on the part of the
Trustee.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, accrued Original Issue Discount or interest hereon
on or after the respective due dates expressed herein or for the enforcement of
the right to convert this Security as provided in the Indenture.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, Original Issue Discount on and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

The Holder of this Security (including any person that has a beneficial interest
in this Global Security) and the Ordinary Shares and ADSs issuable upon
conversion hereof is entitled to the benefits of a Registration Rights
Agreement, dated as of November 12, 2002, executed by the Company. Pursuant to
the Registration Rights Agreement, Liquidated Damages may be payable to the
Holders under the circumstances set forth therein. Whenever in this Security
there is a reference, in any context, to the payment of the principal of.
Original Issue Discount on or interest (including Additional Amounts, if any)
on, or in respect of, this Security, such mention shall be deemed to include
mention of the payment of Liquidated Damages payable as described in the
Registration Rights Agreement to the extent that, in such context, Liquidated
Damages are, were or would be payable in respect of this Security pursuant to
the Registration Rights Agreement, and an express mention of the payment of
Liquidated Damages (if applicable) in any provisions of this Security shall not
be construed as excluding Liquidated Damages in those provisions of this
Security where such express mention is not made. Liquidated Damages, if any,
shall be paid on a Damages Payment Date, as defined in the Registration Rights
Agreement. If the Holder of this Security (including any person that has a
beneficial interest in this Global Security) elects to sell this Security
pursuant to the Registration Statement then, by its acceptance hereof, such
Holder agrees to be bound by the terms of the Registration Rights Agreement
relating to the Registrable Securities, as defined in the Registration Rights
Agreement, which are the subject of such election. Upon the effectiveness of a
registration statement or the Registration Statement and the sale or other
transfer of a beneficial interest in this Security in connection therewith, the
Company shall issue and upon receipt of an authentication order in accordance
with the Indenture, the Trustee or



                                                                          Page 9

its agent shall authenticate one or more Unrestricted Global Securities in an
initial aggregate principal amount equal to the principal amount of the
beneficial interest so transferred.

Any beneficial interest in this Security that is transferred to a person who
takes delivery in the form of an interest in another Global Security will, upon
transfer, cease to be an interest in this Security and become an interest in
such other Global Security and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures or conditions applicable to
beneficial interests in such other Global Security for as long as it remains
such an interest.

Interest payable in respect of any period which is not a full interest period
will be calculated on the basis of a 360-day year of twelve 30-day months and,
in the case of an incomplete month, the number of days elapsed.

An incorporator or any past, present or future director, officer, employee or
shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting this Security, each Holder shall waive and release all such liability.
Such waiver and release is part of the consideration for the issue of this
Security.

The Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York, United States of America, without regard
to the conflicts of laws principles thereof.

All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.



                                                                         Page 10

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be U.S.$. The following
decreases/increases in the principal amount of this Security have been made:



                                               Increase             Total Principal Amount
Date of Decrease/       Decrease in            in Principal         Following such            Notation made by or
Increase                Principal Amount       Amount               Decrease/Increase         on behalf of Trustee
- -----------------------------------------------------------------------------------------------------------------------
                                                                                  
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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




                                                                     EXHIBIT A-2

                      FORM OF REGULATION S GLOBAL SECURITY

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO. THE REGISTERED HOLDER HEREOF MAY BE TREATED BY THE
ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO A SUCCESSOR BOOK-ENTRY DEPOSITARY, AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.5 OF THE INDENTURE.

THE SECURITIES EVIDENCED HEREBY, THE ORDINARY SHARES ISSUABLE UPON CONVERSION OF
THE SECURITIES EVIDENCED HEREBY, AND THE ORDINARY SHARES WHICH WILL BE
REPRESENTED BY ADSS ISSUABLE UPON CONVERSION OF THE SECURITIES EVIDENCED HEREBY,
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (a) IT IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A "QIB") OR (b) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (a) TO DURBAN ROODEPOORT DEEP, LIMITED
OR ANY SUBSIDIARY THEREOF, (b) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON
(EXCEPT A SOUTH AFRICAN RESIDENT) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S, (c) IN ACCORDANCE WITH RULE 144A TO A
PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY
BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN
THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(d) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT OR (e) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF THE
CASES (a) THROUGH (e) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER (AS APPLICABLE) ANY TRANSFER OF THIS
SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.

                         DURBAN ROODEPOORT DEEP, LIMITED

                       6% SENIOR CONVERTIBLE NOTE DUE 2006

No. [ ]                                                     U.S.$[         ]
ISIN No. XS0157544866
Common Code No. 015754486



                                                                          Page 2

Durban Roodepoort Deep. Limited, a corporation incorporated under the laws of
the Republic of South Africa (herein called the "COMPANY", which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to The Bank of New York Depository
(Nominees) Limited or registered assigns 102.5% of the principal sum of [ ]
United States Dollars (U.S.$ [ ]) (which principal amount may from time to time
be increased or decreased to such other principal amounts (which, taken together
with the principal amounts of all other Outstanding Securities, shall not exceed
U.S.$66 million in the aggregate at any time) by adjustments endorsed by the
Trustee as defined below on or before the fifth Business Day after November 12,
2006 and to pay interest on such principal amount, from November 12, 2002, or
from the most recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, semi-annually in arrears on May 12 and
November 12 in each year (each, an "INTEREST PAYMENT DATE"), commencing May 12,
2003, at the rate of 6% per annum, until the principal hereof is due, and at the
rate of 6.557% on any unpaid principal amount after November 12, 2006 until
paid, and, to the extent permitted by law, on any unpaid interest amount after
November 12, 2006 until paid. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the 1st day of May or the 1st day
of November (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Except as otherwise provided in the indenture, any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on the relevant Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Company, notice
whereof shall be given to Holders of Definitive Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.  Original Issue
Discount will accrue from the date of issuance of this Security through November
12, 2006, or such earlier date upon which this Security is redeemed, repurchased
or converted. Payments of principal and Original Issue Discount shall be made
upon the surrender of this Security at the option of the Holder at the Corporate
Trust Office of the Trustee, or at such other office or agency of the Company as
may be designated by it for such purpose in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or at such other offices or agencies as the
Company may designate, by wire transfer of same-day funds to a Dollar account
maintained by the payee with a bank (except with respect to any portion of such
principal and Original Issue Discount which the Company elects to repay in
Ordinary Shares or ADSs, as provided herein and in the Indenture). Payment of
interest on this Security will be made by wire transfer of same-day funds to a
Dollar account maintained by the payee with a bank.

Except as specifically provided herein and in the Indenture, the Company shall
not be required to make any payment with respect to any tax, assessment or other
governmental charge imposed by any government or any political subdivision or
taxing authority thereof or therein.

All terms used in this Security which are not otherwise defined herein shall
have the meanings assigned to them in the Indenture,

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof or an Authenticating Agent by the manual
signature of one of their respective authorized signatories, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.



                                                                          Page 3

IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.

                                            DURBAN ROODEPOORT DEEP, LIMITED

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

Attest:

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

Dated:

This is one of the Securities referred to in the within-mentioned Indenture, and
is entitled to the benefits of the Indenture.

                                            THE BANK OF NEW YORK, as Trustee

                                            By:
                                                 ------------------------------
                                                 Authorized Signatory



                                                                          Page 4

                          [FORM OF REVERSE OF SECURITY]

This Security is one of a duly authorized issue of securities of the Company
designated as its "6% Senior Convertible Notes due 2006" (herein called the
"SECURITIES"), limited in aggregate principal amount to U.S.$66 million, issued
and to be issued under an Indenture, dated as of November 12, 2002 (herein
called the "INDENTURE"), between the Company and The Bank of New York, as
Trustee (herein called the "TRUSTEE", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

The Securities will be senior, unsecured obligations of the Company and will
rank PARI PASSU to all present and future indebtedness of the Company.

No sinking fund is provided for the Securities.

In the event of a redemption of the Securities, the Company will not be required
(a) to register the transfer or exchange of Securities for a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of
the Securities called for such redemption; or (b) to register the transfer or
exchange of any Security, or portion thereof, called for redemption.

Notice to the Holders will be given not less than 30 nor more than 60 days prior
to the applicable Redemption Date as provided in the Indenture.

In any case where the due date for the payment of the principal of, accrued
Original Issue Discount on or interest on any Security or the last day on which
a Holder of a Security has a right to convert his Security shall be, at any
Place of Payment or Place of Conversion, as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, accrued Original Issue Discount or interest, or delivery for
conversion of such Security need not be made on or by such date at such place
but may be made on or by the next succeeding day at such place which is not a
day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the date
for such payment or the date fixed for redemption or repurchase, or by such last
day for conversion, and no interest shall accrue on the amount so payable for
the period from and after such due date.

The Securities are subject to redemption at the option of the Company at any
time on or after November 12, 2005, in whole or in part, upon not less than 30
nor more than 60 days' notice to the Holders prior to the Redemption Date, at a
redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued Original Issue Discount, plus accrued and unpaid
interest, if any, to, but excluding, the Redemption Date. The Company may only
exercise this option during this period if (1) the closing price of the
Company's ADSs on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq
SmallCap Market, such other national securities exchange upon which the ADSs may
then be listed or otherwise in the over-the-counter market, as applicable) has
exceeded 150% of the conversion price of the Securities then in effect for at
least 20 trading days within a period of 30 consecutive trading days ending on
the trading day immediately before the date of mailing of the notice of
redemption and (2) the registration statement filed with the U.S. Securities and
Exchange Commission with respect to the Securities is effective and available
for use, and the Company expects that such registration statement shall remain
effective and available for use for 30 days following the Redemption Date,
unless registration is no longer required.

In the event that the Company is required to make any withholding or deduction
for or on account of any taxes imposed by the Republic of South Africa (or any
political subdivision or taxing



                                                                          Page 5

authority thereof or therein) from any payment made under or with respect to the
Securities, the Company shall pay such additional amounts of interest as may be
necessary so that the net amount received by each Holder (including such
additional amounts of interest) will not be less than the amount the Holder
would have received had such taxes not been withheld or deducted; PROVIDED,
HOWEVER, that no such additional amounts will be payable with respect to a
payment made to a non-resident Holder if any of the conditions described in
Section 13.1 of the Indenture are met.

The Securities are subject to redemption at the option of the Company, in whole
but not in part, upon not less than 30 nor more than 60 days' notice to the
Holders prior to the Redemption Date, in cash in U.S. Dollars at a redemption
price equal to 100% of the principal amount of the Securities, plus accrued
Original Issue Discount, plus accrued and unpaid interest, if any, to, but
excluding, the Redemption Date, in the event that the Company has become or
would become obligated to pay, on the next date on which any amount would be
payable to the Holders under the Indenture or with respect to the Securities,
any additional amounts of interest as a result of any change in, or amendment
to, the laws (or any regulations promulgated thereunder) of the Republic of
South Africa (or any political subdivision or taxing authority thereof or
therein), or any change in, or amendment to, any official position regarding the
application or interpretation of such laws or regulations, which change or
amendment is announced or becomes effective on or after November 4, 2002;
PROVIDED, HOWEVER, that the Company determines, in its business judgment, that
the obligation to pay such additional amounts of interest cannot be avoided by
the use of reasonable measures available to it (not including substitution of
the obligor under the Securities). Any such redemption shall be effected in
accordance with the provisions of Article 10 of the Indenture.

Subject to and upon compliance with the provisions of Article 11 of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof (but not accrued Original Issue Discount thereon)
that is U,S.$1,000 or an integral multiple of U.S.$1,000 may be converted into
fully paid and nonassessable Ordinary Shares, or, at the election of the Holder,
ADSs representing a like number of Ordinary Shares, at the initial conversion
rate of 266.6667 Ordinary Shares per U.S.$1,000 principal amount of Securities
(subject to adjustment pursuant to Section 11.4 of the Indenture), which is
equivalent to an initial conversion price of approximately $3.75 per Ordinary
Share. Such conversion right shall commence upon the original issuance of the
Securities and expire at the close of business on November 12, 2006, subject, in
the case of conversion of beneficial interests in any Global Security, to any
Applicable Procedures. In case a Security or portion thereof is called for
redemption at the election of the Company or the Holder thereof exercises its
right to require the Company to repurchase the Security, such conversion right
in respect of the Security, or portion thereof so called, shall expire at the
close of business on the Business Day immediately preceding the Redemption Date
or Repurchase Date, as the case may be, unless the Company defaults in making
the payment due upon redemption or repurchase, as the case may be (in each case
subject as aforesaid to any Applicable Procedures with respect to any Global
Security).

A Holder of Securities shall not be entitled to any rights of a holder of
Ordinary Shares or ADSs until such holder has converted such Security into
Ordinary Shares or ADSs, and only to the extent that such Securities are deemed
to have been converted into Ordinary Shares or ADSs under Article 11 of the
Indenture.

In order to exercise the conversion privilege, the Holder of a beneficial
interest in a Global Security to be converted shall deliver to the Company, at
any office or agency of the Company maintained for that purpose pursuant to
Section 9.2 of the Indenture, a duly signed and completed conversion notice
substantially in the form set forth in EXHIBIT D of the Indenture stating that
the Holder elects to convert such beneficial interest in the Global Security or,
if less than the entire principal amount thereof is to be converted, the portion
thereof to be converted, whereupon the Company shall, as promptly as practicable
but in any event within 14 days of its receipt of such duly signed and completed
conversion notice, cause such conversion to occur in accordance with the
customary procedures of the Book-Entry Depositary. Each beneficial interest in a
Global Security so



                                                                          Page 6

surrendered for conversion (in whole or in part) during the period from the
close of business on any Regular Record Date next preceding any Interest Payment
Date to the opening of business on such Interest Payment Date shall (except in
the case of any Security or portion thereof that has been called for redemption
on a Redemption Date, or is to be repurchased on a Repurchase Date, with the
consequence that the conversion right of such Security would terminate between
such Regular Record Date and the close of business on such Interest Payment
Date) be accompanied by payment in New York Clearing House funds or other funds
acceptable to the Company of an amount equal to the interest and Liquidated
Damages, if any, payable on such Interest Payment Date on the principal amount
of such Security (or part thereof, as the case may be) being surrendered for
conversion. The interest and Liquidated Damages, if any, so payable on such
Interest Payment Date, with respect to any Security (or portion thereof, if
applicable) that is surrendered for conversion during the period from the close
of business on any Record Date next preceding any Interest Payment Date to the
opening of business on such Interest Payment Date, shall be paid to the Holder
of such Security as of such Regular Record Date. Interest and Liquidated
Damages, if any, payable in respect of any Security surrendered for conversion
on or after an Interest Payment Date shall be paid to the Holder of such
Security as of the next preceding Regular Record Date, notwithstanding the
exercise of the right of conversion. Except as provided in this paragraph and
subject to the last paragraph of Section 3.7 of the Indenture, no cash payment
or adjustment shall be made upon any conversion on account of any interest
accrued from the Interest Payment Date next preceding the conversion date, in
respect of any Security (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Ordinary Shares issued upon
conversion. The Company's delivery to the Holder of the number of Ordinary
Shares (and cash in lieu of fractions thereof, as provided in the Indenture)
into which a Security is convertible and any rights and warrants pursuant to
Section 11.4(13) of the Indenture will be deemed to satisfy the Company's
obligation to pay the principal amount of the Security.

Securities shall be deemed to have been converted on the day of surrender of
such Securities for conversion in accordance with the foregoing provisions, and
at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Ordinary Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Ordinary Shares at such time.

In the case of any Security that is converted in part only, upon such conversion
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the Holder thereof, at the expense of the Company, a new
registered Security or Securities of authorized denominations in an aggregate
principal amount equal to the unconverted portion of the principal amount of
such Security. A Security may be converted in part, but only if the principal
amount of such Security to be converted is any integral multiple of U.S.$1,000
and the principal amount of such security to remain Outstanding after such
conversion is equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in
excess thereof.

In the event that a Change in Control shall occur, then each Holder shall have
the right, at the Holder's option, but subject to the provisions of Section 12.2
of the Indenture, to require the Company to repurchase, and upon the exercise of
such right the Company shall repurchase, all of such Holder's Securities not
theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U.S.$1,000 or any greater integral multiple of
U.S.$1,000, on the Repurchase Date at the Repurchase Price (which, as provided
in the Indenture, shall equal to 101% of the principal amount of the Securities
called for redemption, plus accrued Original Issue Discount, plus accrued
interest through the Repurchase Date); PROVIDED, HOWEVER, that instalments of
interest on Securities whose Stated Maturity is on or prior to the Repurchase
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Record Date according
to the terms hereof and the provisions of Section 3.7 of the Indenture. Such
right to require the repurchase of the Securities shall not continue after a
discharge of the Company from its obligations with respect to the Securities in
accordance with Article 4 of the Indenture, unless a Change in Control shall
have occurred prior to such discharge.



                                                                          Page 7

At the option of the Company, the Repurchase Price may be paid in cash or,
subject to the fulfilment by the Company of the conditions set forth in Section
12.2 of the Indenture, by delivery of Ordinary Shares or ADSs or in a
combination of cash and Ordinary Shares or ADSs having a fair market value equal
to the Repurchase Price.

At the option of the Company and upon notice to the Holders given not less than
40 trading days nor more than 60 trading days prior to the Maturity Date as
provided in the Indenture, on or before the fifth Business Day immediately
following the Maturity Date, the amount of 102.5% of the principal of the
Securities (but not any interest accrued to the Maturity Date) due on the
Maturity Date may, subject to the fulfilment by the Company of the conditions
set forth in Section 3.12 of the Indenture, be paid, in whole or in part, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to such amount due on the
Maturity Date. The delivery of such Ordinary Shares or ADSs shall occur on or
before the fifth Business Day following the Maturity Date.

For purposes of the preceding two paragraphs, the fair market value of Ordinary
Shares or ADSs shall be determined by the Company and shall be equal to 90% of
the Volume Weighted Average Price of the Ordinary Shares or ADSs on The Nasdaq
SmallCap Market (or, if not listed on The Nasdaq SmallCap Market, such other
national securities exchange upon which the Ordinary Shares or ADSs may then be
listed or otherwise in the over-the-counter market, as applicable) for each of
the 30 consecutive trading days immediately preceding and including the third
trading day prior to the Repurchase Date or date of repayment of 102.5% of the
principal of the Securities.

In the event of a redemption, repurchase, cancellation or conversion of this
Security in part only, the principal amount of Securities evidenced by this
Security shall be reduced by the principal amount so redeemed, repurchased,
cancelled or converted. Thereafter, the Securities represented by this Security
shall be the principal amount of Securities most recently entered by or on
behalf of the Company in the relevant column in SCHEDULE A attached hereto.

This Security may not be exchanged for Definitive Securities unless: (i) either
Clearstream or Euroclear is closed for business for a continuous period of 14
days (other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business and does in fact do so and no
alternative clearing system satisfactory to the Company is available; (ii) an
Event of Default under the Securities occurs, upon the request of the holder of
a beneficial interest in the relevant Securities; or (iii) at any time the
Company at its option and in its sole discretion determines that this Security
should be exchanged (in whole but not in part) for Definitive Securities.

Transfers of this Security shall be limited to transfers in whole, but not in
part.

If a holder of an interest in this Security wishes, at any time prior to and
including the fortieth day after the Closing Date, to transfer such interest to
another person, such holder may transfer such interest in accordance with the
rules and operating procedures of DTC, Euroclear and Clearstream. Upon (a)
notification to the Trustee by the custodian of this Security for DTC and the
common depositary for Euroclear and Clearstream and (b) the delivery of a
certificate from the holder of such interest to the Company and the Trustee that
the sale has been made in compliance with the provisions of Rule 144A to a
transferee who has advised the Company and the Trustee in writing that it is
purchasing the Security for its own account or an account with respect to which
it exercises sole investment discretion and that it and any such account is a
qualified institutional buyer within the meaning of Rule 144A and is aware that
the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as it has requested pursuant
to Rule 144A, or has determined not to request such information, and that it is
aware that the transferor is relying upon its foregoing representations in order
to claim the exemption from registration provided by Rule 144A, the transfer of
interest from this Security to the Rule 144A Global Security shall be effected
by a reduction in the aggregate principal amount of Securities represented by
this Security and the corresponding reduction or increase in the



                                                                          Page 8

aggregate principal amount of Securities represented by the Rule 144A Global
Security. After the fortieth day after the Closing Date, such certification is
not required in order to transfer an interest in this Security,

If an Event of Default (other than that specified in Section 5.1(6) or 5.1(7) of
the Indenture) shall occur and be continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture, and upon any such declaration such principal and all accrued interest
thereon shall become immediately due and payable. If an Event of Default
specified in Section 5.1(6) or 5.1(7) of the Indenture occurs, the principal of,
and accrued interest on, all of the Securities shall ipso facto become
immediately due and payable without any declaration or other Act of the Holder
or any act on the part of the Trustee.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, accrued Original Issue Discount or interest hereon
on or after the respective due dates expressed herein or for the enforcement of
the right to convert this Security as provided in the Indenture.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, Original Issue Discount on and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

The Holder of this Security (including any person that has a beneficial interest
in this Global Security) and the Ordinary Shares and ADSs issuable upon
conversion hereof is entitled to the benefits of a Registration Rights
Agreement, dated as of November 12, 2002, executed by the Company. Pursuant to
the Registration Rights Agreement, Liquidated Damages may be payable to the
Holders under the circumstances set forth therein. Whenever in this Security
there is a reference, in any context, to the payment of the principal of.
Original Issue Discount on or interest (including Additional Amounts, if any)
on, or in respect of, this Security, such mention shall be deemed to include
mention of the payment of Liquidated Damages payable as described in the
Registration Rights Agreement to the extent that, in such context, Liquidated
Damages are, were or would be payable in respect of this Security pursuant to
the Registration Rights Agreement, and an express mention of the payment of
Liquidated Damages (if applicable) in any provisions of this Security shall not
be construed as excluding Liquidated Damages in those provisions of this
Security where such express mention is not made. Liquidated Damages, if any,
shall be paid on a



                                                                          Page 9

Damages Payment Date, as defined in the Registration Rights Agreement. If the
Holder of this Security (including any person that has a beneficial interest in
this Global Security) elects to sell this Security pursuant to the Registration
Statement then, by its acceptance hereof, such Holder agrees to be bound by the
terms of the Registration Rights Agreement relating to the Registrable
Securities, as defined in the Registration Rights Agreement, which are the
subject of such election. Upon the effectiveness of a registration statement or
the Registration Statement and the sale or other transfer of a beneficial
interest in this Security in connection therewith, the Company shall issue and
upon receipt of an authentication order in accordance with the Indenture, the
Trustee or its agent shall authenticate one or more Unrestricted Global
Securities in an initial aggregate principal amount equal to the principal
amount of the beneficial interest so transferred.

Any beneficial interest in this Security that is transferred to a person who
takes delivery in the form of an interest in another Global Security will, upon
transfer, cease to be an interest in this Security and become an interest in
such other Global Security and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures or conditions applicable to
beneficial interests in such other Global Security for as long as it remains
such an interest.

Interest payable in respect of any period which is not a full interest period
will be calculated on the basis of a 360-day year of twelve 30-day months and,
in the case of an incomplete month, the number of days elapsed.

An incorporator or any past, present or future director, officer, employee or
shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting this Security, each Holder shall waive and release all such liability.
Such waiver and release is part of the consideration for the issue of this
Security.

The Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York, United States of America, without regard
to the conflicts of laws principles thereof.

All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.



                                                                         Page 10

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be U.S.$. The following
decreases/increases in the principal amount of this Security have been made:



                                                                     Total Principal Amount
Date of Decrease/      Decrease in            Increase in            Following such            Notation made by or
Increase               Principal Amount       Principal Amount       Decrease/Increase         on behalf of Trustee
- ---------------------------------------------------------------------------------------------------------------------
                                                                                   
- ---------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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




                                                                     EXHIBIT A-3

                      FORM OF UNRESTRICTED GLOBAL SECURITY

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO. THE REGISTERED HOLDER HEREOF MAY BE TREATED BY THE
ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO A SUCCESSOR BOOK-ENTRY DEPOSITARY, AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.5 OF THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO DURBAN ROODEPOORT
DEEP, LIMITED OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                         DURBAN ROODEPOORT DEEP, LIMITED

                       6% SENIOR CONVERTIBLE NOTE DUE 2006

No. [   ]

                                                                 U.S.$[        ]

CUSIP No. 266597 AB 9

     Durban Roodepoort Deep, Limited, a corporation incorporated under the laws
of the Republic of South Africa (herein called the "COMPANY", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to Cede & Co. or registered
assigns 102.5% of the principal sum of [   ] United States Dollars (U.S.$ [   ])
(which principal amount may from time to time be increased or decreased to such
other principal amounts (which, taken together with the principal amounts of all
other Outstanding Securities, shall not exceed U.S.$66 million in the aggregate
at any time) by adjustments endorsed by the Trustee as defined below) on or
before the fifth Business Day after November 12, 2006 and to pay interest
thereon, from November 12, 2002, or from the most recent Interest Payment Date



                                                                          Page 2

(as defined below) to which interest has been paid or duly provided for,
semi-annually in arrears on May 12 and November 12 in each year (each, an
"INTEREST PAYMENT DATE"), commencing May 12, 2003, at the rate of 6% per annum,
until the principal hereof is due, and at the rate of 6,557% on any unpaid
principal amount after November 12, 2006 until paid, and, to the extent
permitted by law, on any unpaid interest amount after November 12, 2006 until
paid. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the 1st day of May or the 15th day of November (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on the relevant Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Company, notice whereof shall be
given to Holders of Definitive Securities not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Original Issue Discount
will accrue from the date of issuance of this Security through November 12,
2006, or such earlier date upon which this Security is redeemed, repurchased or
converted. Payments of principal and Original Issue Discount shall be made upon
the surrender of this Security at the option of the Holder at the Corporate
Trust Office of the Trustee, or at such other office or agency of the Company as
may be designated by it for such purpose in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or at such other offices or agencies as the
Company may designate, by wire transfer of same-day funds to a Dollar account
maintained by the payee with a bank (except with respect to any portion of such
principal and Original Issue Discount which the Company elects to repay in
Ordinary Shares or ADSs, as provided herein and in the Indenture). Payment of
interest on this Security will be made by wire transfer of same-day funds to a
Dollar account maintained by the payee with a bank.

     Except as specifically provided herein and in the Indenture, the Company
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

     All terms used in this Security which are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.



                                                                          Page 3

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.

                                           DURBAN ROODEPOORT DEEP, LIMITED


                                           BY:


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

Attest:


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

Dated:

     This is one of the Securities referred to in the within-mentioned
Indenture, and is entitled to the benefits of the Indenture.

                                           THE BANK OF NEW YORK, as Trustee


                                           By:
                                              ----------------------------
                                              Authorized Signatory



                                                                          Page 4

                          [FORM OF REVERSE OF SECURITY]

     This Security is one of a duly authorized issue of securities of the
Company designated as its "6% Senior Convertible Notes due 2006" (herein called
the "SECURITIES"), limited in aggregate principal amount to U.S.$66 million,
issued and to be issued under an Indenture, dated as of November 12, 2002
(herein called the "INDENTURE"), between the Company and The Bank of New York,
as Trustee (herein called the "TRUSTEE", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

     The Securities will be senior, unsecured obligations of the Company and
will rank PARI PASSU to all present and future indebtedness of the Company.

     No sinking fund is provided for the Securities.

     In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

     Notice to the Holders will be given not less than 30 nor more than 60 days
prior to the applicable Redemption Date as provided in the Indenture.

     In any case where the due date for the payment of the principal of, accrued
Original Issue Discount on or interest on any Security or the last day on which
a Holder of a Security has a right to convert his Security shall be, at any
Place of Payment or Place of Conversion, as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, accrued Original Issue Discount or interest, or delivery for
conversion of such Security need not be made on or by such date at such place
but may be made on or by the next succeeding day at such place which is not a
day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the date
for such payment or the date fixed for redemption or repurchase, or by such last
day for conversion, and no interest shall accrue on the amount so payable for
the period from and after such due date.



                                                                          Page 5

     The Securities are subject to redemption at the option of the Company at
any time on or after November 12, 2005, in whole or in part, upon not less than
30 nor more than 60 days' notice to the Holders prior to the Redemption Date, at
a redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued Original Issue Discount, plus accrued and unpaid
interest, if any, to, but excluding, the Redemption Date. The Company may only
exercise this option during this period if (1) the closing price of the
Company's ADSs on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq
SmallCap Market, such other national securities exchange upon which the ADSs may
then be listed or otherwise in the over-thecounter market, as applicable) has
exceeded 150% of the conversion price of the Securities then in effect for at
least 20 trading days within a period of 30 consecutive trading days ending on
the trading day immediately before the date of mailing of the notice of
redemption and (2) the registration statement filed with the U.S. Securities and
Exchange Commission with respect to the Securities is effective and available
for use, and the Company expects that such registration statement shall remain
effective and available for use for 30 days following the Redemption Date,
unless registration is no longer required.

     In the event that the Company is required to make any withholding or
deduction for or on account of any taxes imposed by the Republic of South Africa
(or any political subdivision or taxing authority thereof or therein) from any
payment made under or with respect to the Securities, the Company shall pay such
additional amounts of interest as may be necessary so that the net amount
received by each Holder (including such additional amounts of interest) will not
be less than the amount the Holder would have received had such taxes not been
withheld or deducted; PROVIDED, HOWEVER, that no such additional amounts will be
payable with respect to a payment made to a non-resident Holder if any of the
conditions described in Section 13.1 of the Indenture are met.

     The Securities are subject to redemption at the option of the Company, in
whole but not in part, upon not less than 30 nor more than 60 days' notice to
the Holders prior to the Redemption Date, in cash in U.S. Dollars at a
redemption price equal to 100% of the principal amount of the Securities, plus
accrued Original Issue Discount, plus accrued and unpaid interest, if any, to,
but excluding, the Redemption Date, in the event that the Company has become or
would become obligated to pay, on the next date on which any amount would be
payable to the Holders under the Indenture or with respect to the Securities,
any additional amounts of interest as a result of any change in, or amendment
to, the laws (or any regulations promulgated thereunder) of the Republic of
South Africa (or any political subdivision or taxing authority thereof or
therein), or any change in, or amendment to, any official position regarding the
application or interpretation of such laws or



                                                                          Page 6

regulations, which change or amendment is announced or becomes effective on or
after November 4, 2002; PROVIDED, HOWEVER, that the Company determines, in its
business judgment, that the obligation to pay such additional amounts of
interest cannot be avoided by the use of reasonable measures available to it
(not including substitution of the obligor under the Securities). Any such
redemption shall be effected in accordance with the provisions of Article 10 of
the Indenture.

     Subject to and upon compliance with the provisions of Article 11 of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof (but not accrued Original Issue Discount thereon)
that is U.S,$1,000 or an integral multiple of U.S.$1,000 may be converted into
fully paid and nonassessable Ordinary Shares, or, at the election of the Holder,
ADSs representing a like number of Ordinary Shares, at the initial conversion
rate of 266.6667 Ordinary Shares per U.S.$1,000 principal amount of Securities
(subject to adjustment pursuant to Section 11.4 of the Indenture), which is
equivalent to an initial conversion price of approximately $3.75 per Ordinary
Share. Such conversion right shall commence upon the original issuance of the
Securities and expire at the close of business on November 12, 2006, subject, in
the case of conversion of beneficial interests in any Global Security, to any
Applicable Procedures. In case a Security or portion thereof is called for
redemption at the election of the Company or the Holder thereof exercises its
right to require the Company to repurchase the Security, such conversion right
in respect of the Security, or portion thereof so called, shall expire at the
close of business on the Business Day immediately preceding the Redemption Date
or Repurchase Date, as the case may be, unless the Company defaults in making
the payment due upon redemption or repurchase, as the case may be (in each case
subject as aforesaid to any Applicable Procedures with respect to any Global
Security).

     A Holder of Securities shall not be entitled to any rights of a holder of
Ordinary Shares or ADSs until such holder has converted such Security into
Ordinary Shares or ADSs, and only to the extent that such Securities are deemed
to have been converted into Ordinary Shares or ADSs under Article 11 of the
Indenture.

     In order to exercise the conversion privilege, the Holder of a beneficial
interest in a Global Security to be converted shall deliver to the Company, at
any office or agency of the Company maintained for that purpose pursuant to
Section 9,2 of the Indenture, a duly signed and completed conversion notice
substantially in the form set forth in EXHIBIT D of the Indenture stating that
the Holder elects to convert such beneficial interest in the Global Security or,
if less than the entire principal amount thereof is to be converted, the portion
thereof to be converted, whereupon the Company shall, as promptly as practicable
but in any event within 14 days of its receipt of such duly signed and completed
conversion notice, cause such conversion to occur in accordance with



                                                                          Page 7

the customary procedures of the Book-Entry Depositary. Each beneficial interest
in a Global Security so surrendered for conversion (in whole or in part) during
the period from the close of business on any Regular Record Date next preceding
any Interest Payment Date to the opening of business on such Interest Payment
Date shall (except in the case of any Security or portion thereof that has been
called for redemption on a Redemption Date, or is to be repurchased on a
Repurchase Date, with the consequence that the conversion right of such Security
would terminate between such Regular Record Date and the close of business on
such Interest Payment Date) be accompanied by payment in New York Clearing House
funds or other funds acceptable to the Company of an amount equal to the
interest and Liquidated Damages, if any, payable on such Interest Payment Date
on the principal amount of such Security (or part thereof, as the case may be)
being surrendered for conversion. The interest and Liquidated Damages, if any,
so payable on such Interest Payment Date, with respect to any Security (or
portion thereof, if applicable) that is surrendered for conversion during the
period from the close of business on any Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date, shall be
paid to the Holder of such Security as of such Regular Record Date. Interest and
Liquidated Damages, if any, payable in respect of any Security surrendered for
conversion on or after an Interest Payment Date shall be paid to the Holder of
such Security as of the next preceding Regular Record Date, notwithstanding the
exercise of the right of conversion. Except as provided in this paragraph and
subject to the last paragraph of Section 3.7 of the Indenture, no cash payment
or adjustment shall be made upon any conversion on account of any interest
accrued from the Interest Payment Date next preceding the conversion date, in
respect of any Security (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Ordinary Shares issued upon
conversion. The Company's delivery to the Holder of the number of Ordinary
Shares (and cash in lieu of fractions thereof, as provided in the Indenture)
into which a Security is convertible and any rights and warrants pursuant to
Section 11.4(13) of the Indenture will be deemed to satisfy the Company's
obligation to pay the principal amount of the Security.

     Securities shall be deemed to have been converted on the day of surrender
of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Ordinary Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Ordinary Shares at such time.

     In the case of any Security that is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Company, a
new registered Security or Securities of



                                                                          Page 8

authorized denominations in an aggregate principal amount equal to the
unconverted portion of the principal amount of such Security. A Security may be
converted in part, but only if the principal amount of such Security to be
converted is any integral multiple of U.S.$1,000 and the principal amount of
such security to remain Outstanding after such conversion is equal to U.S.$1,000
or any integral multiple of U.S.$1,000 in excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall
have the right, at the Holder's option, but subject to the provisions of Section
12.2 of the Indenture, to require the Company to repurchase, and upon the
exercise of such right the Company shall repurchase, all of such Holder's
Securities not theretofore called for redemption, or any portion of the
principal amount thereof that is equal to U.S.$1,000 or any greater integral
multiple of U.S.$1,000, on the Repurchase Date at the Repurchase Price (which,
as provided in the Indenture, shall equal to 101% of the principal amount of the
Securities called for redemption, plus accrued Original Issue Discount, plus
accrued interest through the Repurchase Date); PROVIDED, HOWEVER, that
installments of interest on Securities whose Stated Maturity is on or prior to
the Repurchase Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Record Date
according to the terms hereof and the provisions of Section 3.7 of the
Indenture. Such right to require the repurchase of the Securities shall not
continue after a discharge of the Company from its obligations with respect to
the Securities in accordance with Article 4 of the Indenture, unless a Change in
Control shall have occurred prior to such discharge. At the option of the
Company, the Repurchase Price may be paid in cash or, subject to the fulfillment
by the Company of the conditions set forth in Section 12.2 of the Indenture, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to the Repurchase Price.

     At the option of the Company and upon notice to the Holders given not less
than 40 trading days nor more than 60 trading days prior to the Maturity Date as
provided in the Indenture, on or before the fifth Business Day immediately
following the Maturity Date, the amount of 102.5% of the principal of the
Securities (but not any interest accrued to the Maturity Date) due on the
Maturity Date may, subject to the fulfillment by the Company of the conditions
set forth in Section 3.12 of the Indenture, be paid, in whole or in part, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to such amount due on the
Maturity Date. The delivery of such Ordinary Shares or ADSs shall occur on or
before the fifth Business Day following the Maturity Date.

     For purposes of the preceding two paragraphs, the fair market value of
Ordinary Shares or ADSs shall be determined by the Company and shall be equal to
90% of the Volume Weighted



                                                                          Page 9

Average Price of the Ordinary Shares or ADSs on The Nasdaq SmallCap Market (or,
if not listed on The Nasdaq SmallCap Market, such other national securities
exchange upon which the Ordinary Shares or ADSs may then be listed or otherwise
in the over-the-counter market, as applicable) for each of the 30 consecutive
trading days immediately preceding and including the third trading day prior to
the Repurchase Date or date of repayment of 102.5% of the principal of the
Securities.

     In the event of a redemption, repurchase, cancellation or conversion of
this Security in part only, the principal amount of Securities evidenced by this
Security shall be reduced by the principal amount so redeemed, repurchased,
cancelled or converted. Thereafter, the Securities represented by this Security
shall be the principal amount of Securities most recently entered by or on
behalf of the Company in the relevant column in SCHEDULE A attached hereto.

     This Security may not be exchanged for Definitive Securities unless: (i)
DTC notifies the Trustee that it is unwilling or unable to continue to hold such
Global Securities, or if at any time DTC is unable to or ceases to be a clearing
agency registered under the Exchange Act and a successor to DTC registered under
the Exchange Act is not appointed by the Trustee at the written request of the
Company within 120 days; (ii) an Event of Default under the Securities occurs,
upon the receipt of the holder of a beneficial interest in the relevant
Securities; or (iii) at any time the Company at its option and in its sole
discretion determines that this Security should be exchanged (in whole but not
in part) for Definitive Securities.

     Transfers of this Security shall be limited to transfers in whole, but not
in part.

     Any beneficial interest in this Security that is transferred to a person
who takes delivery in the form of an interest in another Global Security will,
upon transfer, cease to be an interest in this Security and become an interest
in such other Global Security and, accordingly, will thereafter be subject to
all transfer restrictions, if any, and other procedures or conditions applicable
to beneficial interests in such other Global Security for as long as it remains
such an interest.

     If an Event of Default (other than that specified in Section 5.1(6) or
5.1(7) of the Indenture) shall occur and be continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture, and upon any such declaration such principal and all accrued interest
thereon shall become immediately due and payable. If an Event of Default
specified in Section 5.1(6) or 5.1(7) of the Indenture occurs, the principal of,
and accrued interest on, all of the Securities shall ipso facto



                                                                         Page 10

become immediately due and payable without any declaration or other Act of the
Holder or any act on the part of the Trustee.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding, The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, accrued Original Issue Discount or interest hereon
on or after the respective due dates expressed herein or for the enforcement of
the right to convert this Security as provided in the Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, Original Issue Discount on
and interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

     Interest payable in respect of any period which is not a full interest
period will be calculated on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the number of days elapsed.



                                                                         Page 11

     An incorporator or any past, present or future director, officer, employee
or shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting this Security, each Holder shall waive and release all such liability.
Such waiver and release is part of the consideration for the issue of this
Security.

     The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, United States of America,
without regard to the conflicts of laws principles thereof.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



                                                                         Page 12

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Security shall be U.S.$. The following
decreases/increases in the principal amount of this Security have been made:



Date of             Decrease in        Increase in        Total Principal   Notation made by
Decrease/Increase   Principal Amount   Principal Amount   Amount            or on Behalf of
                                                          Following such    Trustee
                                                          Decrease/
                                                          Increase
- --------------------------------------------------------------------------------------------
                                                                 
 _______________     ______________     ______________     _____________     ______________
- --------------------------------------------------------------------------------------------
 _______________     ______________     ______________     _____________     ______________
- --------------------------------------------------------------------------------------------
 _______________     ______________     ______________     _____________     ______________
- --------------------------------------------------------------------------------------------
 _______________     ______________     ______________     _____________     ______________
- --------------------------------------------------------------------------------------------




                                                                       EXHIBIT B

                           FORM OF DEFINITIVE SECURITY

[THE SECURITIES EVIDENCED HEREBY, THE ORDINARY SHARES ISSUABLE UPON CONVERSION
OF THE SECURITIES EVIDENCED HEREBY, AND THE ORDINARY SHARES WHICH WILL BE
REPRESENTED BY ADSS ISSUABLE UPON CONVERSION OF THE SECURITIES EVIDENCED HEREBY,
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (a) IT IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A "QIB") OR (b) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (a) TO DURBAN ROODEPOORT DEEP, LIMITED
OR ANY SUBSIDIARY THEREOF, (b) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON
(EXCEPT A SOUTH AFRICAN RESIDENT) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S, (c) IN ACCORDANCE WITH RULE 144A TO A
PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY
BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN
THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT OR (e) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF THE
CASES (a) THROUGH (e) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER (AS APPLICABLE) ANY TRANSFER OF THIS
SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.]1

                         DURBAN ROODEPOORT DEEP, LIMITED

                       6% SENIOR CONVERTIBLE NOTE DUE 2006

No.[]                                                             U.S.$[       ]

[ISIN No.]
[CUSIP No.]
[Common Code No.]

Durban Roodepoort Deep, Limited, a corporation incorporated under the laws of
the Republic of South Africa (herein called the "COMPANY", which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to [ ] or registered assigns 102.5% of
the principal sum of [ ] United States Dollars (U.S.$[ ]} on or before the fifth
Business Day after November 12, 2006 and to pay interest thereon, from
November 12,

- ----------
(1) This Private Placement Legend may be omitted or removed from this Definitive
Security if the conditions specified in Sections 2.2 and 3.5 of the Indenture
have been satisfied.



                                                                          Page 2

2002, or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, semi-annually in arrears on May 12
and November 12 in each year (each, an "INTEREST PAYMENT DATE"), commencing May
12, 2003, at the rate of 6% per annum, until the principal hereof is due, and at
the rate of 6.557% on any unpaid principal amount after November 12, 2006 until
paid, and, to the extent permitted by law, on any unpaid interest amount after
November 12, 2006 until paid. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the 1st day of May or the 1st day
of November (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on the relevant Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Company, notice
whereof shall be given to Holders of Definitive Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. Original Issue
Discount will accrue from the date of issuance of this Security through
November 12, 2006, or such earlier date upon which this Security is redeemed,
repurchased or converted. Payments of principal and Original Issue Discount
shall be made upon the surrender of this Security at the option of the Holder at
the Corporate Trust Office of the Trustee, or at such other office or agency of
the Company as may be designated by it for such purpose in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, or at such other offices or
agencies as the Company may designate, by Dollar check drawn on, or wire
transfer to, a Dollar account (such a wire transfer to be made only to a Holder
of an aggregate principal amount of Definitive Securities in excess of
U.S.$2,000,000, and only if such Holder shall have furnished wire instructions
in writing to the Trustee no later than 15 days prior to the relevant payment
date) maintained by the payee with a bank (except with respect to any portion of
such principal and Original Issue Discount which the Company elects to repay in
Ordinary Shares or ADSs, as provided herein and in the Indenture). Payment of
interest on this Security will be paid to the Person in whose name this Security
is registered at the close of business on the Regular Record Date for such
interest and, at the option of the Company, may be paid by check mailed to the
address of the Person as it appears in the Security Register.



                                                                          Page 3

Except as specifically provided herein and in the Indenture, the Company shall
not be required to make any payment with respect to any tax, assessment or other
governmental charge imposed by any government or any political subdivision or
taxing authority thereof or therein.

All terms used in this Security which are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof or an Authenticating Agent by the manual
signature of one of their respective authorized signatories, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

IN WITNESS WHEREOF, the Company has caused this Security to be duly executed.


                                                DURBAN ROODEPOORT DEEP, LIMITED

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

Attest:

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

Dated:

This is one of the Securities referred to in the within-mentioned Indenture, and
is entitled to the benefits of the Indenture.

                                                THE BANK OF NEW YORK, As Trustee

                                                By:
                                                    ----------------------------
                                                    Authorized Signatory



                                                                          Page 4

                          [FORM OF REVERSE OF SECURITY]

This Security is one of a duly authorized issue of securities of the Company
designated as its "6% Senior Convertible Notes due 2006" (herein called the
"SECURITIES"), limited in aggregate principal amount to U.S.$66 million, issued
and to be issued under an Indenture, dated as of November 12, 2002 (herein
called the "INDENTURE"), between the Company and The Bank of New York, as
Trustee (herein called the "TRUSTEE", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. As provided in the Indenture and subject
to certain limitations therein set forth, Definitive Securities are exchangeable
for a like aggregate principal amount of Definitive Securities of any authorized
denominations as requested by the Holder surrendering the Definitive Security or
Definitive Securities to be exchanged, at the Corporate Trust Office of the
Trustee. The Trustee upon such surrender by the Holder will issue the new
Definitive Securities in the requested denominations.

The Securities will be senior, unsecured obligations of the Company and will
rank pari passu to all present and future indebtedness of the Company.

No sinking fund is provided for the Securities.

In the event of a redemption of the Securities, the Company will not be required
(a) to register the transfer or exchange of Securities for a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of
the Securities called for such redemption; or (b) to register the transfer or
exchange of any Security, or portion thereof, called for redemption.

Notice to the Holders will be given not less than 30 nor more than 60 days prior
to the applicable Redemption Date as provided in the Indenture.

In any case where the due date for the payment of the principal of, accrued
Original Issue Discount on or interest on any Security or the last day on which
a Holder of a Security has a right to convert his Security shall be, at any
Place of Payment or Place of Conversion, as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, accrued Original Issue Discount or interest, or delivery for
conversion of such Security need not be made on or by such



                                                                          Page 5

date at such place but may be made on or by the next succeeding day at such
place which is not a day on which banking institutions are authorized or
obligated by law or executive order to close, with the same force and effect as
if made on the date for such payment or the date fixed for redemption or
repurchase, or by such last day for conversion, and no interest shall accrue on
the amount so payable for the period from and after such due date.

The Securities are subject to redemption at the option of the Company at any
time on or after November 12, 2005, in whole or in part, upon not less than 30
nor more than 60 days' notice to the Holders prior to the Redemption Date, at a
redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued Original Issue Discount, plus accrued and unpaid
interest, if any, to, but excluding, the Redemption Date. The Company may only
exercise this option during this period if (1) the closing price of the
Company's ADSs on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq
SmallCap Market, such other national securities exchange upon which the ADSs may
then be listed or otherwise in the over-the-counter market, as applicable) has
exceeded 150% of the conversion price of the Securities then in effect for at
least 20 trading days within a period of 30 consecutive trading days ending on
the trading day immediately before the date of mailing of the notice of
redemption and (2) the registration statement filed with the U.S. Securities and
Exchange Commission with respect to the Securities is effective and available
for use, and the Company expects that such registration statement shall remain
effective and available for use for 30 days following the Redemption Date,
unless registration is no longer required.

In the event that the Company is required to make any withholding or deduction
for or on account of any taxes imposed by the Republic of South Africa (or any
political subdivision or taxing authority thereof or therein) from any payment
made under or with respect to the Securities, the Company shall pay such
additional amounts of interest as may be necessary so that the net amount
received by each Holder (including such additional amounts of interest) will not
be less than the amount the Holder would have received had such taxes not been
withheld or deducted; PROVIDED, HOWEVER, that no such additional amounts will be
payable with respect to a payment made to a non-resident Holder if any of the
conditions described in Section 13.1 of the Indenture are met.

The Securities are subject to redemption at the option of the Company, in whole
but not in part, upon not less than 30 nor more than 60 days' notice to the
Holders prior to the Redemption Date, in cash in U.S. Dollars at a redemption
price equal to 100% of the principal amount of the Securities, plus accrued
Original Issue Discount, plus accrued and unpaid interest, if any, to, but
excluding, the Redemption Date, in the event that the Company has become or
would become



                                                                          Page 6

obligated to pay, on the next date on which any amount would be payable to the
Holders under the Indenture or with respect to the Securities, any additional
amounts of interest as a result of any change in, or amendment to, the laws (or
any regulations promulgated thereunder) of the Republic of South Africa (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendment to, any official position regarding the application or
interpretation of such laws or regulations, which change or amendment is
announced or becomes effective on or after November 4, 2002; PROVIDED, HOWEVER,
that the Company determines, in its business judgment, that the obligation to
pay such additional amounts of interest cannot be avoided by the use of
reasonable measures available to it (not including substitution of the obligor
under the Securities). Any such redemption shall be effected in accordance with
the provisions of Article 10 of the Indenture.

Subject to and upon compliance with the provisions of Article 11 of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof (but not accrued Original Issue Discount thereon)
that is U.S.$1,QOO or an integral multiple of U.S.$1,000 may be converted into
fully paid and nonassessable Ordinary Shares, or, at the election of the Holder,
ADSs representing a like number of Ordinary Shares, at the initial conversion
rate of 266.6667 Ordinary Shares per U.S.$1,000 principal amount of Securities
(subject to adjustment pursuant to Section 11.4 of the Indenture), which is
equivalent to an initial conversion price of approximately $3.75 per Ordinary
Share. Such conversion right shall commence upon the original issuance of the
Securities and expire at the close of business on November 12, 2006, subject, in
the case of conversion of beneficial interests in any Global Security, to any
Applicable Procedures. In case a Security or portion thereof is called for
redemption at the election of the Company or the Holder thereof exercises its
right to require the Company to repurchase the Security, such conversion right
in respect of the Security, or portion thereof so called, shall expire at the
close of business on the Business Day immediately preceding the Redemption Date
or Repurchase Date, as the case may be, unless the Company defaults in making
the payment due upon redemption or repurchase, as the case may be (in each case
subject as aforesaid to any Applicable Procedures with respect to any Global
Security).

A Holder of Securities shall not be entitled to any rights of a holder of
Ordinary Shares or ADSs until such holder has converted such Security into
Ordinary Shares or ADSs, and only to the extent that such Securities are deemed
to have been converted into Ordinary Shares or ADSs under Article 11 of the
Indenture.

In order to exercise the conversion privilege, the Holder of any Security to be
converted shall surrender such Security, duly endorsed or assigned to the
Company or in blank, at any office or agency of the Company maintained for that
purpose pursuant to Section 9.2 of the Indenture,



                                                                          Page 7

accompanied by a duly signed and completed conversion notice substantially in
the form set forth in EXHIBIT D of the Indenture stating that the Holder elects
to convert such Security or, if less than the entire principal amount thereof is
to be converted, the portion thereof to be converted, whereupon the Company
shall, as promptly as practicable but in any event within 14 days of its receipt
of such surrendered Security and duly signed and completed conversion notice,
complete such conversion. Each Security surrendered for conversion (in whole or
in part) during the period from the close of business on any Regular Record Date
next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date shall (except in the case of any Security or portion
thereof that has been called for redemption on a Redemption Date, or is to be
repurchased on a Repurchase Date, with the consequence that the conversion right
of such Security would terminate between such Regular Record Date and the close
of business on such Interest Payment Date) be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Company of an amount equal
to the interest and Liquidated Damages, if any, payable on such Interest Payment
Date on the principal amount of such Security (or part thereof, as the case may
be) being surrendered for conversion. The interest and Liquidated Damages, if
any, so payable on such Interest Payment Date, with respect to any Security (or
portion thereof, if applicable) that is surrendered for conversion during the
period from the close of business on any Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date, shall be
paid to the Holder of such Security as of such Regular Record Date, Interest and
Liquidated Damages, if any, payable in respect of any Security surrendered for
conversion on or after an Interest Payment Date shall be paid to the Holder of
such Security as of the next preceding Regular Record Date, notwithstanding the
exercise of the right of conversion. Except as provided in this paragraph and
subject to the last paragraph of Section 3.7 of the Indenture, no cash payment
or adjustment shall be made upon any conversion on account of any interest
accrued from the Interest Payment Date next preceding the conversion date, in
respect of any Security (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Ordinary Shares issued upon
conversion. The Company's delivery to the Holder of the number of Ordinary
Shares (and cash in lieu of fractions thereof, as provided in the Indenture)
into which a Security is convertible and any rights and warrants pursuant to
Section 11.4(13) of the Indenture will be deemed to satisfy the Company's
obligation to pay the principal amount of the Security.

Securities shall be deemed to have been converted on the day of surrender of
such Securities for conversion in accordance with the foregoing provisions, and
at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Ordinary Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Ordinary Shares at such time.



                                                                          Page 8

In the case of any Security that is converted in part only, upon such conversion
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the Holder thereof, at the expense of the Company, a new
registered Security or Securities of authorized denominations in an aggregate
principal amount equal to the unconverted portion of the principal amount of
such Security. A Security may be converted in part, but only if the principal
amount of such Security to be converted is any integral multiple of U.S.$1,000
and the principal amount of such security to remain Outstanding after such
conversion is equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in
excess thereof.

In the event that a Change in Control shall occur, then each Holder shall have
the right, at the Holder's option, but subject to the provisions of Section 12.2
of the Indenture, to require the Company to repurchase, and upon the exercise of
such right the Company shall repurchase, all of such Holder's Securities not
theretofore called for redemption, or any portion of the principal amount
thereof that is equal to U. S. $1,000 or any greater integral multiple of U. S.
$1,000, on the Repurchase Date at the Repurchase Price (which, as provided in
the Indenture, shall equal to 101 % of the principal amount of the Securities
called for redemption, plus accrued Original Issue Discount, plus accrued
interest through the Repurchase Date); PROVIDED, HOWEVER, that instalments of
interest on Securities whose Stated Maturity is on or prior to the Repurchase
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Record Date according
to the terms hereof and the provisions of Section 3.7 of the Indenture. Such
right to require the repurchase of the Securities shall not continue after a
discharge of the Company from its obligations with respect to the Securities in
accordance with Article 4 of the Indenture, unless a Change in Control shall
have occurred prior to such discharge. At the option of the Company, the
Repurchase Price may be paid in cash or, subject to the fulfilment by the
Company of the conditions set forth in Section 12.2 of the Indenture, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to the Repurchase Price.

At the option of the Company and upon notice to the Holders given not less than
40 trading days nor more than 60 trading days prior to the Maturity Date as
provided in the Indenture, on or before the fifth Business Day immediately
following the Maturity Date, the amount of 102.5% of the principal of the
Securities (but not any interest accrued to the Maturity Date) due on the
Maturity Date may, subject to the fulfilment by the Company of the conditions
set forth in Section 3.12 of the Indenture, be paid, in whole or in part, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to such amount due on the



                                                                          PAGE 9

Maturity Date. The delivery of such Ordinary Shares or ADSs shall occur on or
before the fifth Business Day following the Maturity Date.

For purposes of the preceding two paragraphs, the fair market value of Ordinary
Shares or ADSs shall be determined by the Company and shall be equal to 90% of
the Volume Weighted Average Price of the Ordinary Shares or ADSs on The Nasdaq
SmallCap Market (or, if not listed on The Nasdaq SmallCap Market, such other
national securities exchange upon which the Ordinary Shares or ADSs may then be
listed or otherwise in the over-the-counter market, as applicable) for each of
the 30 consecutive trading days immediately preceding and including the third
trading day prior to the Repurchase Date or date of repayment of 102.5% of the
principal of the Securities.

In the event of a redemption, repurchase, cancellation or conversion of this
Security in part only, a new Definitive Security or Definitive Securities for
the unredeemed, unrepurchased, non-cancelled or unconverted portion hereof will
be issued in the name of the Holder hereof.

If an Event of Default (other than that specified in Section 5.1(6) or 5.1(7) of
the Indenture) shall occur and be continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture, and upon any such declaration such principal and all accrued interest
thereon shall become immediately due and payable. If an Event of Default
specified in Section 5.1(6) or 5.1(7} of the Indenture occurs, the principal of,
and accrued interest on, all of the Securities shall ipso facto become
immediately due and payable without any declaration or other Act of the Holder
or any act on the part of the Trustee.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.



                                                                         Page 10

As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, accrued Original Issue Discount or interest hereon
on or after the respective due dates expressed herein or for the enforcement of
the right to convert this Security as provided in the Indenture.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, accrued Original Issue Discount and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

The Holder of this Security and the Ordinary Shares and ADSs issuable upon
conversion hereof is entitled to the benefits of a Registration Rights
Agreement, dated as of November 12, 2002, executed by the Company. Pursuant to
the Registration Rights Agreement, Liquidated Damages may be payable to the
Holders under the circumstances set forth therein. Whenever in this Security
there is a reference, in any context, to the payment of the principal of,
Original Issue Discount on or interest (including Additional Amounts, if any)
on, or in respect of, this Security, such mention shall be deemed to include
mention of the payment of Liquidated Damages payable as described in the
Registration Rights Agreement to the extent that, in such context, Liquidated
Damages are, were or would be payable in respect of this Security pursuant to
the Registration Rights Agreement, and an express mention of the payment of
Liquidated Damages (if applicable) in any provisions of this Security shall not
be construed as excluding Liquidated Damages in those provisions of this
Security where such express mention is not made. Liquidated Damages, if any,
shall be paid on a Damages Payment Date, as defined in the Registration Rights
Agreement. If the Holder of this Security elects to sell this Security pursuant
to the Registration Statement then, by its acceptance hereof, such Holder agrees
to be bound by the terms of the Registration Rights Agreement relating to the
Registrable Securities, as defined in the Registration Rights Agreement, which
are the subject of such election.

[In order to transfer this Security, (i) the Holder must advise the Company and
the Trustee in writing that the sale has been made in compliance with the
provisions of Rule 144A to a transferee



                                                                         Page 11

who has advised the Company and the Trustee in writing that it is purchasing the
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a qualified
institutional buyer within the meaning of Rule 144A and is aware that the sale
to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as it has requested pursuant to
Rule 144A, or has determined not to request such information, and that it is
aware that the transferor is relying upon its foregoing representations in order
to claim the exemption from registration provided by Rule 144A, or (ii) if the
Holder of this Security wishes at any time to transfer this Security to a
Non-U.S. Person, the Holder may transfer such interest upon receipt by the
Trustee of a certificate in the form of EXHIBIT F to the Indenture given by the
Holder.](2)

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Definitive Securities is registrable on the Security
Register upon surrender of a Definitive Security for registration of transfer at
the Corporate Trust Office of the Trustee or at such other office or agency of
the Company as may be designated by it for such purpose in the State of New
York, City of New York, or at such other offices or agencies as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder thereof or his attorney duly authorized in writing, and thereupon one
or more new Definitive Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees by the Security Registrar. No service charge shall be made for any
such registration of transfer or exchange, but the Company may require payment
of a sum sufficient to recover any tax or other governmental charge payable in
connection therewith.

Prior to due presentation of a Definitive Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Definitive Security is registered as the owner
thereof for all purposes, whether or not such Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

Interest payable in respect of any period which is not a full interest period
will be calculated on the basis of a 360-day year of twelve 30-day months and.
in the case of an incomplete month, the number of days elapsed.

- ----------
(2) Include this paragraph if this Definitive Security is issued prior to
satisfaction of the conditions for removal of the Private Placement Legend in
Sections 2.2 and 3.5 of the Indenture.



                                                                         Page 12

An incorporator or any past, present or future director, officer, employee or
shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting this Security, each Holder shall waive and release all such liability.
Such waiver and release is part of the consideration for the issue of this
Security.

The Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York, United States of America, without regard
to the conflicts of laws principles thereof.

All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.



                                                                         Page 13

                                                                       EXHIBIT C

                      Form of Certificate of Authentication

The Trustee's certificates of authentication shall be in substantially the
following form:

Dated: [Date of Authentication]

This is one of the Securities referred to in the within-mentioned Indenture, and
is entitled to the benefits of the Indenture.


                                                --------------------------------
                                                as Trustee


                                           By:
                                                --------------------------------
                                                Authorized Signatory



                                                                         Page 14

                                                                       EXHIBIT D

                            Form of Conversion Notice

                                CONVERSION NOTICE

The undersigned Holder of this Security hereby irrevocably exercises the option
to convert this Security, or any portion of the principal amount hereof (which
is an integral multiple of U.S. $1,000) below designated, into Ordinary Shares
or ADSs in accordance with the terms, and subject to the conditions, of the
Indenture referred to in this Security, and directs that such Ordinary Shares or
ADSs and any Definitive Securities representing any unconverted principal amount
hereof, be issued to and be registered in the name of the undersigned unless a
different name has been indicated below. Any Definitive Security representing
any unconverted principal amount hereof will be delivered to the name of the
undersigned unless a different name has been indicated below. If Ordinary
Shares, ADSs or Securities are to be issued to or registered in the name of a
Person other than the undersigned, the undersigned will pay all taxes or duties
payable with respect thereto. Any amount required to be paid by the undersigned
on account of interest accompanies this Security. Capitalized terms used herein
but not defined herein shall have the meanings set forth in the Indenture.


Dated:
      ----------------------                  ----------------------
                                              Signature

                                              [Signature Guaranteed]

If Definitive Securities or Ordinary     If only a portion of the Securities is
Shares or ADSs issued upon conversion    to be converted please indicate:
of Securities are to be registered in
or delivered to the name of a Person     1. Principal amount to be converted
other than the Holder, please print         U.S. $___________________
such person's name and address (note        (any integral multiple of
that all such securities must be            U.S.$1,000)
delivered to or registered in the
name of only one Person):                2. Principal amount and denomination
                                            of Securities representing
- -------------------------------------       unconverted principal amount to
                 Name                       be issued:
                                            Amount: U.S.$____________
- -------------------------------------       Denominations:
               Address                      U.S.$____________________
                                            (any integral multiple of
                                            U.S.$1,000)

- -------------------------------------
Social Security or other Taxpayer
Identification Number, if any

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

                                         Indicate account details where any cash
- -------------------------------------    payments shall be made:

Please indicate whether Ordinary Shares or ADSs are to be received upon
conversion of Securities:

     / /        Ordinary Shares
     / /        ADSs



                                                                         Page 15

                                                                       EXHIBIT E

           Form of Notice of Election of Holder to Require Repurchase

                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

1.   Pursuant to Section 12.1 of the Indenture, the undersigned hereby elects to
     require the Company to repurchase this Security.

2.   The undersigned hereby directs the Trustee or the Company to pay it or
     ________an amount in cash or, at the Company's election, that the Company
     procures the issue of Ordinary Shares (or ADSs, at the undersigned's
     election) to _______ into which the Securities may at the Company's option,
     be converted, valued as set forth in the Indenture, equal to 101 % of the
     principal amount to be repurchased (as set forth below), plus interest and
     Original Issue Discount accrued to the Repurchase Date, as provided in the
     Indenture. If Ordinary Shares, ADSs or Securities are to be issued to or
     registered in the name of a Person other than the undersigned, the
     undersigned will pay all taxes or duties payable with respect thereto.

[Check if applicable]: / / The undersigned hereby certifies that [include if
                       notice is delivered pursuant to Section 12.1: the Company
                       Notice was not delivered to the undersigned in the United
                       States and] as of the date of this notice, the
                       undersigned is not in the United States, as defined in
                       Regulation S under the U.S. Securities Act of 1933.

                       Dated:
                             --------------------------
                             --------------------------
                                  Signature

                             --------------------------
                                  Signature Guaranteed

Principal amount to be repurchased (must be equal to U.S.$1,000 or any greater
integral multiple of U.S.$1,000):

Remaining principal amount following such repurchase:

Please indicate whether Ordinary Shares or ADSs to be received in lieu of cash,
if the Company elects to convert the Securities into Ordinary Shares or ADSs:

     / /     Ordinary Shares
     / /     ADSs

NOTICE: The signature to the foregoing election must correspond to the name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.



                                                                         Page 16

                                                                       EXHIBIT F

                Form of Certificate To Be Delivered in Connection

                     WITH TRANSFERS PURSUANT TO REGULATION S

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration

Re:   Durban Roodepoort Deep, Limited (the "Company")

      6% Senior Convertible Notes due 2006 (the "SECURITIES")

Ladies and Gentlemen:

In connection with our proposed sale of $____________ principal amount of the
Securities, we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the U.S. Securities Act of 1933 and,
accordingly, we represent that:

(1)  the offer of the Securities was not made to a person in the United States;

(2)  at the time the buy order was originated, the transferee was outside the
     United States or we and any person acting on our behalf reasonably believed
     that the transferee was outside the United States;

(3)  no directed selling efforts have been made by us in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable; and

(4)  the transaction is not part of a plan or scheme to evade the registration
     requirements of the U.S. Securities Act of 1933.

You and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate but not defined herein
have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]


By
    ----------------------
    (authorized signatory)

EX-2.3

                                                                     EXHIBIT 2.3

                         DURBAN ROODEPOORT DEEP, LIMITED

                                  US$60,000,000

                                PRINCIPAL AMOUNT

                      6% SENIOR CONVERTIBLE NOTES DUE 2006

                               PURCHASE AGREEMENT

                                NOVEMBER 4, 2002


                            CIBC WORLD MARKETS CORP.



                                                                          Page 2

                      6% SENIOR CONVERTIBLE NOTES DUE 2006

                       OF DURBAN ROODEPOORT DEEP, LIMITED

                            CIBC WORLD MARKETS CORP.

                                November 4, 2002

CIBC World Markets Corp.
417 5th Avenue, 2nd Floor
New York, New York 10016

Dear Sirs and Madams:

Durban Roodepoort Deep, Limited, a corporation incorporated under the laws of
the Republic of South Africa (the "COMPANY"), proposes to issue and sell to CIBC
World Markets Corp. or any affiliate or affiliates of CIBC World Markets Corp.
designated by CIBC World Markets Corp. (the "INITIAL PURCHASER"), an aggregate
of US$60,000,000 (the "PRINCIPAL AMOUNT") in principal amount of its 6% Senior
Convertible Notes due November 12, 2006 (the "FIRM NOTES"), subject to the terms
and conditions set forth herein (the "OFFERING"). The Company also proposes to
issue and sell to the Initial Purchaser not more than an additional US$6,000,000
principal amount of the Company's 6% Senior Convertible Notes due November 12,
2006 (the "ADDITIONAL NOTES"), if requested by the initial Purchaser as provided
in Section 2 hereof. The Firm Notes and the Additional Notes are herein
collectively referred to as the "NOTES." The Notes are to be issued pursuant to
the provisions of an indenture (the "INDENTURE"), to be dated as of the Closing
Date (as hereinafter defined), between the Company, and The Bank of New York, as
trustee (the "TRUSTEE"), pursuant to which the Notes, as provided therein, will
be convertible at the option of the holders thereof into either (i) ordinary
shares in the capital of the Company (the "ORDINARY SHARES") or (ii) American
Depositary Receipts evidencing American Depositary Shares representing Ordinary
Shares ("ADRs"). The Notes and the Ordinary Shares or ADRs issuable upon
conversion thereof are herein collectively referred to as the "SECURITIES." The
Securities and the Indenture are more fully described in the Offering Memorandum
(as hereinafter defined) and shall be in substantially the form set out in the
Preliminary Offering Memorandum (as defined herein) except for the following:
(i) the Company shall use the proceeds from the Offering as set out in
Schedule E attached hereto; (ii) the conversion price will be reduced if the
Company distributes a cash dividend on any class of the Company's capital stock
by the amount of such dividend; (iii) the Company may redeem the Notes after the
day which is three years from Closing Date (as hereinafter defined); and (iv)
when the Notes are repaid the holder shall be entitled to the principal amount
of the Notes, the accrued interest and 2.5% of the principal amount of the Notes
if repaid at maturity or a pro rata portion of the 2.5% of the principal amount
of the Notes if it is repaid prior to maturity. Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Indenture.



                                                                          Page 3

1.   OFFERING MEMORANDUM.

     The Notes will be offered and sold to the Initial Purchaser pursuant to one
     or more exemptions from the registration requirements under the United
     States Securities Act of 1933, as amended (the "SECURITIES ACT"). The
     Company has prepared a preliminary offering memorandum dated October 25,
     2002 (the "PRELIMINARY OFFERING MEMORANDUM") and an offering memorandum
     dated November 4, 2002 (the "OFFERING MEMORANDUM"), relating to the Notes.

     Unless and until a Note is sold or otherwise transferred in connection with
     an effective registration statement (i) the Notes sold pursuant to Rule
     144A under the Securities Act (the "Rule 144A Notes") shall bear the
     following legend and (ii) until at least the 41st day after the Closing
     Date or Option Closing Date, as the case may be (each as defined below),
     the Notes sold pursuant to Regulation S of the Securities Act ("Regulation
     S Notes") shall bear the following legend:

     The securities evidenced hereby, the ordinary shares issuable upon
     conversion of the securities evidenced hereby, and the ordinary shares
     which will be represented by ADSs issuable upon conversion of the
     securities evidenced hereby, have not been registered under the U.S.
     Securities Act of 1933, as amended (the "Securities Act"), and accordingly
     may not be offered or sold within the United States or to, or for the
     account or benefit of, U.S. persons except as set forth in the following
     sentence. By its acquisition hereof, the holder (1) represents that (a) it
     is a "qualified institutional buyer" within the meaning of Rule 144A under
     the Securities Act (a "QIB") or (b) it is not a U.S. person and is
     acquiring this security in an offshore transaction in compliance with
     Regulation S under the Securities Act, (2) agrees that it will not offer,
     sell, pledge or otherwise transfer this security except (a) to Durban
     Roodepoort Deep, Limited or any subsidiary thereof, (b) outside the United
     States to a non-U.S. person in an offshore transaction in accordance with
     Rule 903 or Rule 904 of Regulation S, (c) in accordance with Rule 144A to a
     person whom the seller and any person acting on behalf of the seller
     reasonably believe is a QIB purchasing for its own account or for the
     account of a QIB in a transaction meeting the requirements of Rule 144A and
     to whom notice is given that such offer, sale or transfer is being made in
     reliance on Rule 144A, (d) pursuant to a registration statement which has
     been declared effective under the Securities Act, or (e) pursuant to an
     exemption from registration under the Securities Act provided by Rule 144
     thereunder (if available), in each of the cases (a) through (e) in
     accordance with any applicable securities laws of any state of the United



                                                                          Page 4

     States, and (3) agrees that it will deliver to each person to whom this
     security or an interest herein is transferred a notice substantially to the
     effect of this legend. As used herein, the terms "offshore transaction,"
     "United States" and "U.S. person" have the meanings given to them by
     Regulation S under the Securities Act. The indenture contains a provision
     requiring the trustee to refuse to register (as applicable) any transfer of
     this security in violation of the foregoing restrictions.

2.   AGREEMENTS TO SELL AND PURCHASE AND COMMISSION.

     (a)  On the basis of the representations, warranties and covenants
          contained in this Purchase Agreement (this "AGREEMENT"), and subject
          to the terms and conditions contained herein, the Company agrees to
          issue and sell to the Initial Purchaser, and the Initial Purchaser
          agrees to purchase from the Company, all of the Firm Notes at a
          purchase price equal to 100% of the principal amount thereof (the
          "PURCHASE PRICE").

     (b)  On the basis of the representations and warranties contained in this
          Agreement, and subject to its terms and conditions, (i) the Company
          agrees to issue and sell the Additional Notes and (ii) the Initial
          Purchaser shall have a right, but not the obligation, to purchase the
          Additional Notes, from the Company at the Purchase Price. Additional
          Notes may be purchased solely for the purpose of covering over-
          allotments made in connection with the offering of the Firm Notes. The
          Initial Purchaser may exercise its right to purchase Additional Notes
          in whole or in part from time to time by giving written notice thereof
          to the Company at any time within 30 days after the date of this
          Agreement. Such notice shall specify the aggregate principal amount of
          Additional Notes to be purchased pursuant to such exercise and the
          date for payment and delivery thereof. The date specified in any such
          notice shall be a business day (i) no earlier than the Closing Date,
          (ii) no later than ten business days after such notice has been given
          and (iii) no earlier than two business days after such notice has been
          given.

     (c)  In consideration of the services rendered and to be rendered by the
          Initial Purchaser to the Company in respect of the Offering, the
          Company agrees to pay to the Initial Purchaser on the Closing Date or
          Option Closing Date (as defined at Section 4), as the case may be, a
          commission equal to 2.75% of the aggregate principal amount of Firm
          Notes or Additional Notes, as the case may be (the "INITIAL
          PURCHASER'S COMMISSION") payable in immediately available funds or as
          a deduction from the



                                                                          Page 5

          funds payable by the Initial Purchaser to the Company for the Firm
          Notes or Additional Notes, as the case may be.

3.   TERMS OF OFFERING.

     The Initial Purchaser has advised the Company that the Initial Purchaser
     will make offers (the "EXEMPT RESALES") of the Notes purchased hereunder on
     the terms set forth in the Offering Memorandum, as amended or supplemented,
     solely to persons whom the Initial Purchaser reasonably believes to be
     either (i) where such persons are resident in the U.S. "qualified
     institutional buyers" as defined in Rule 144A under the Securities Act
     ("QIB's") or (ii) where such persons are resident outside of the U.S.,
     purchasing such Notes in accordance with Regulation S under the Securities
     Act and in accordance with the securities laws applicable in the
     jurisdiction in which such persons are resident ("FOREIGN QUALIFIED
     PURCHASERS"). The Initial Purchaser will offer the Notes to QIB's and
     Foreign Qualified Purchasers initially at a price equal to 100% of the
     principal amount thereof. Such price may be changed at any time without
     notice. The Initial Purchaser may make the Exempt Resales through an
     affiliate or agent.

     Holders (including subsequent transferees) of the Securities will have the
     registration rights set forth in the registration rights agreement (the
     "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in
     substantially the form of Exhibit A hereto, for so long as such Securities
     constitute "RESTRICTED SECURITIES" (as defined in the Registration Rights
     Agreement). Pursuant to the Registration Rights Agreement, the Company will
     agree to file with the U.S. Securities and Exchange Commission (the
     "COMMISSION"), under the circumstances set forth therein, a shelf
     registration statement pursuant to Rule 415 under the Securities Act (the
     "REGISTRATION STATEMENT") relating to the resale by certain holders of the
     Securities and to use all reasonable best efforts to cause such
     Registration Statement to be declared and remain effective and usable for
     the periods specified in the Registration Rights Agreement. This Agreement,
     the Indenture, the Notes, and the Registration Rights Agreement are
     hereinafter sometimes referred to collectively as the "OPERATIVE
     DOCUMENTS."

4.   DELIVERY AND PAYMENT.

     (a)  Delivery of, and payment of the Purchase Price for, the Firm Notes
          shall be made at the offices of Fulbright & Jaworski LLP, 666 Fifth
          Avenue, New York, NY 10103 or such other location as may be mutually
          acceptable. Such delivery and payment



                                                                          Page 6

          shall be made at 10:00a.m., New York time, on November 12, 2002 or at
          such other time on the same date or such other date as the Initial
          Purchaser and the Company shall agree in writing. The time and date of
          such delivery and the payment for the Firm Notes are herein called the
          "CLOSING DATE."

     (b)  Delivery of, and payment for, any Additional Notes to be purchased by
          the Initial Purchaser shall be made at the offices of Fulbright &
          Jaworski LLP, 666 Fifth Avenue, New York, NY 10103 at 10:00 a.m., New
          York time, on the date specified in the exercise notice given by CIBC
          pursuant to Section 2(b) or such other time on the same or such other
          date as the Initial Purchaser and the Company shall agree in writing.
          The time and date of delivery, and payment for any Additional Notes
          are hereinafter referred to as an "OPTION CLOSING DATE."

     (c)  One or more of the Notes in definitive global form, registered (i) in
          the name of Cede & Co., as nominee of the Depositary Trust Company
          ("DTC"), or (ii) in the name of The Bank of New York Depositary
          (Nominees) Limited as common depositary for Euroclear and Clearstream,
          as may be directed by the Initial Purchaser prior to the Closing Date
          (the "GLOBAL NOTES"), shall be delivered by the Company to the Initial
          Purchaser (or as the Initial Purchaser directs) in each case with any
          transfer taxes thereon duly paid by the Company against payment by the
          Initial Purchaser of the Purchase Price thereof by wire transfer in
          same day funds to the order of the Company. The Global Notes shall
          together total the Principal Amount and shall be made available to the
          Initial Purchaser for inspection not later than 9:30 a.m., New York
          time, on the business day immediately preceding the Closing Date.

5.   AGREEMENTS OF THE COMPANY.

     The Company hereby agrees with the Initial Purchaser as follows:

     (a)  To advise the Initial Purchaser promptly and, if requested by the
          Initial Purchaser, to confirm such advice in writing of (i) the
          issuance by any securities commission or regulatory authority of any
          stop order suspending the qualification or exemption from
          qualification of any Securities for offering or sale in any
          jurisdiction designated by the Initial Purchaser pursuant to Section
          5(e) below, or the initiation of any proceeding by any securities
          commission or regulatory authority or any other federal, state or
          provincial regulatory authority for such purpose and (ii) the
          happening of any event during the period referred to in Section 5(c)
          below that



                                                                          Page 7

          makes any statement of a material fact made in the Preliminary
          Offering Memorandum or the Offering Memorandum untrue in any material
          respect or that requires any additions to or changes in the
          Preliminary Offering Memorandum or the Offering Memorandum in order to
          make the statements therein not misleading. The Company shall use its
          reasonable best efforts to prevent the issuance of any stop order or
          order suspending the qualification or exemption of any Securities
          under any applicable securities laws, including any U.S. state
          securities or Blue Sky laws and, if at any time any securities
          commission or regulatory authority or other federal or state
          regulatory authority shall issue an order suspending the qualification
          or exemption of any Securities under any applicable securities laws,
          including any U.S. state securities or Blue Sky laws, the Company
          shall use its reasonable best efforts to obtain the withdrawal or
          lifting of such order at the earliest possible time.

     (b)  To furnish the Initial Purchaser and those persons identified by the
          Initial Purchaser to the Company as many copies of the Preliminary
          Offering Memorandum and the Offering Memorandum in such place as the
          Initial Purchaser shall determine, and any amendments or supplements
          thereto, as the Initial Purchaser may reasonably request for the time
          period specified in Section 5(c). Subject to the Initial Purchaser's
          compliance with its representations and warranties and agreements set
          forth in Section 7 hereof, the Company consents to the use of the
          Preliminary Offering Memorandum or the Offering Memorandum, and any
          amendments and supplements thereto required pursuant hereto, by the
          Initial Purchaser in connection with Exempt Resales.

     (c)  During the period commencing on the date of this Agreement and ending
          on the date the Initial Purchaser notifies the Company that the
          distribution of the Notes has ceased, (i) not to make any amendment or
          supplement to the Preliminary Offering Memorandum or the Offering
          Memorandum of which the Initial Purchaser shall not previously have
          been advised or to which the Initial Purchaser shall reasonably object
          after being so advised and (ii) to prepare promptly upon the Initial
          Purchaser's reasonable request any amendment or supplement to the
          Offering Memorandum that may be necessary or advisable in connection
          with such Exempt Resales.

     (d)  If, during the period referred to in Section 5(c) above, any event
          shall occur or condition shall exist as a result of which, in the
          reasonable opinion of counsel to the Initial Purchaser, it becomes
          necessary to amend or supplement the Preliminary



                                                                          Page 8

          Offering Memorandum or the Offering Memorandum in order that the
          Preliminary Offering Memorandum or Offering Memorandum will not
          include an untrue statement of a material fact necessary in order to
          make the statements therein, in the light of the circumstances when
          the Offering Memorandum is delivered to a QIB or a Foreign Qualified
          Purchaser, not misleading, or if, in the opinion of counsel to the
          Initial Purchaser, it is necessary to amend or supplement the
          Preliminary Offering Memorandum or the Offering Memorandum to comply
          with any applicable law, forthwith to prepare an appropriate amendment
          or supplement to the Preliminary Offering Memorandum or the Offering
          Memorandum so that the statements therein, as so amended or
          supplemented, will not, in the light of the circumstances when it is
          so delivered, be misleading, or so that the Offering Memorandum will
          comply with applicable law, and to furnish to the Initial Purchaser
          and such other persons as the Initial Purchaser may designate such
          number of copies thereof as the Initial Purchaser may reasonably
          request.

     (e)  Prior to the sale of all Notes pursuant to Exempt Resales as
          contemplated hereby, to cooperate with the Initial Purchaser and
          counsel to the Initial Purchaser in connection with the registration
          or qualification of the Securities for offer and sale to the Initial
          Purchaser and pursuant to Exempt Resales under the securities or Blue
          Sky laws of such jurisdictions as the Initial Purchaser may request
          and to continue such registration or qualification in effect so long
          as required for Exempt Resales and to file such consents to service of
          process or other documents as may be necessary in order to effect such
          registration or qualification; provided, however, that the Company
          shall not be required in connection therewith to qualify as a foreign
          company in any jurisdiction in which it is not now so qualified or to
          take any action that would subject it to general consent to service of
          process or taxation, other than as to matters and transactions
          relating to the Offering Memorandum or Exempt Resales, in any
          jurisdiction in which it is not now so subject.

     (f)  So long as the Notes are outstanding, (i) to mail or make generally
          available as soon as practicable after the end of each fiscal year to
          the record holders of the Notes a financial report of the Company and
          its subsidiaries on a consolidated basis it being agreed that all such
          financial reports will include a consolidated balance sheet, a
          consolidated statement of operations, a consolidated statement of cash
          flows and a consolidated statement of shareholders' equity as of the
          end of and for such fiscal year, together with comparable information
          as of the end of and for the preceding year, certified by the
          Company's independent public accountants and (ii)



                                                                          Page 9

          to mail or make generally available as soon as practicable after the
          end of each quarterly period (except for the last quarterly period of
          each fiscal year) to such holders, a consolidated balance sheet, a
          consolidated statement of operations and a consolidated statement of
          cash flows as of the end of and for such period, and for the period
          from the beginning of such year to the close of such quarterly period,
          together with comparable information for the preceding quarterly
          periods; provided that the Company shall not be obligated to provide
          the holders of the Notes any information which is not otherwise
          provided to the holders of its ADRs and Ordinary Shares.

     (g)  So long as the Notes are outstanding, to furnish or to make available
          to the Initial Purchaser as soon as available copies of all reports or
          other communications furnished by the Company to its security holders
          or furnished to or filed with the Commission or any national
          securities exchange on which any class of securities of the Company is
          listed or otherwise asserts jurisdiction and such other publicly
          available information concerning the Company and/or its subsidiaries
          as the Initial Purchaser may reasonably request.

     (h)  So long as any of the Notes remain outstanding and during any period
          in which the Company is not subject to Section 13 or 15(d) of the
          United States Securities Exchange Act of 1934, as amended (the
          "EXCHANGE ACT"), to make available to any holder of Securities in
          connection with any sale thereof and any prospective purchaser of such
          Securities from such holder the information ("RULE 144A INFORMATION")
          required by Rule 144A(d)(4) under the Securities Act or the
          information ("RULE 144 INFORMATION") required by Rule 144(c)(2) under
          the Securities Act, as applicable.

     (i)  Whether or not the transactions contemplated in this Agreement are
          consummated or this Agreement is terminated, to pay or cause to be
          paid all expenses incident to the performance of the obligations of
          the Company under this Agreement, including: (i) the fees,
          disbursements and expenses of counsel to the Company and accountants
          of the Company in connection with the sale and delivery of the Notes
          to the Initial Purchaser and pursuant to Exempt Resales, and all other
          fees and expenses in connection with the preparation, printing, filing
          and distribution of the Preliminary Offering Memorandum and the
          Offering Memorandum, any documents incorporated by reference and all
          amendments and supplements to any of the foregoing (including
          financial statements), including the mailing and delivering of



                                                                         Page 10

          copies thereof to the Initial Purchaser and persons designated by it
          in the quantities specified-herein, (ii) all costs and expenses
          related to the transfer and delivery of the Notes to the Initial
          Purchaser and pursuant to Exempt Resales, including any transfer or
          other taxes payable thereon, (iii) all costs of printing or producing
          this Agreement, the other Operative Documents and any other agreements
          or documents in connection with the offering, purchase, sale or
          delivery of the Securities, (iv) all expenses in connection with the
          registration or qualification of the Securities for offer and sale
          under the securities or Blue Sky laws of the several states and all
          costs of printing or producing any preliminary and supplemental Blue
          Sky memoranda in connection therewith (including the filing fees and
          fees and disbursements of counsel for the Initial Purchaser in
          connection with such registration or qualification and memoranda
          relating thereto), (v) the cost of printing certificates representing
          the Securities, (vi) all expenses and listing fees in connection with
          the application for quotation of the Notes in The PORTAL Market of the
          Nasdaq Stock Market Inc. ("PORTAL"), (vii) the fees and expenses of
          the Trustee and the Trustee's counsel in connection with the Indenture
          and the Notes together with the fees of the paying agent, (viii) the
          costs and charges of any transfer agent, registrar and/or depository
          (including DTC, Euroclear and Clearstream), (ix) all costs and
          expenses of the Registration Statement, as set forth in the
          Registration Rights Agreement, (x) all expenses and listing fees in
          connection with the application for listing the Ordinary Shares and
          ADRs issuable upon conversion of the Notes on the JSE Securities
          Exchange South Africa (the "JSE"), the Nasdaq SmallCap Market
          ("NASDAQ") or any other exchange on which the Company's securities are
          listed, as the case may be, to the extent applicable and (xi) and all
          other costs and expenses incident to the performance of the
          obligations of the Company hereunder for which a provision is not
          otherwise made in this Section.

     (j)  To effect the inclusion of the Notes in PORTAL and to use reasonable
          best efforts to maintain the quotation of the Notes on PORTAL for so
          long as any of the Rule 144A Notes are outstanding.

     (k)  To obtain the approval of each of DTC, Euroclear and Clearstream for
          "book-entry" transfer of the Notes, and to comply with all of its
          agreements set forth in the representation letters of the Company to
          DTC, Euroclear and Clearstream relating to the approval of the Notes
          by DTC, Euroclear and Clearstream for "book-entry" transfer.



                                                                         Page 11

     (l)  To cause the Ordinary Shares and the ADRs issuable upon conversion of
          the Notes to be duly included for quotation on the JSE or NASDAQ, as
          the case may be, prior to the Closing Date, subject to notice of
          official issuance. The Company will ensure that such Ordinary Shares
          and ADRs remain included for quotation on the JSE, NASDAQ or any other
          national securities exchange upon which such securities are listed, as
          the case may be, following the Closing Date for so long as any
          Ordinary Shares or ADRs are listed on the JSE or remain listed on
          NASDAQ, respectively, as the case may be. The Company will use its
          reasonable best efforts to maintain the listing of its Ordinary Shares
          on the JSE and to maintain the quotation of its ADRs on NASDAQ or any
          other national securities exchange or OTC Bulletin Board.

     (m)  The Company will reserve and keep available at all times, or cause the
          ADR depositary to so reserve and keep available, as the case may be,
          free of preemptive rights, the Ordinary Shares and ADRs for the
          purpose of enabling the Company to satisfy its obligations to issue
          the Ordinary Shares and ADRs upon conversion of the Notes.

     (n)  The Company shall not offer, pledge, sell, contract to sell, sell any
          option or contract to purchase, purchase any option or contract to
          sell, grant any option, right or warrant to purchase, or otherwise
          transfer or dispose of, directly or indirectly, any Ordinary Shares or
          ADRs (other than the issuance of Ordinary Shares or ADRs upon
          conversion of the Notes or any securities convertible into or
          exercisable or exchangeable for Ordinary Shares or ADRs), for a period
          of 90 days after the date hereof without the prior written consent of
          the Initial Purchaser, which shall not be unreasonably withheld.
          Notwithstanding the foregoing, during such period (i) the Company may
          grant securities convertible into or exercisable or exchangeable for
          Ordinary Shares or ADRs pursuant to the Company's existing stock
          option or stock purchase plans, and (ii) the Company may issue
          Ordinary Shares or ADRs upon the conversion or exchange of a
          convertible or exchangeable security outstanding on the date hereof or
          granted under the Company's existing stock option or stock purchase
          plans. The Company shall, prior to or concurrently with the execution
          of this Agreement, deliver an agreement executed by each of the
          directors and officers of the Company listed on Exhibit D to the
          effect that such person will not, during the period commencing on the
          date such person signs such agreement and ending 90 days after the
          date hereof, without the prior written consent of the Initial
          Purchaser, (i) engage in any of the transactions described in the
          first sentence of this paragraph



                                                                         Page 12

          (whether such shares or any such securities are now owned by such
          individual or are hereafter acquired) or (ii) enter into any swap or
          other arrangement that transfers to another, in whole or in part, any
          of the economic consequences associated with the ownership of any
          Ordinary Shares or ADRs (whether any such transactions described in
          clause (i) or (ii) is to be settled by the delivery of Ordinary Shares
          or ADRs or such other securities, in cash or otherwise).

     (o)  The Company will not and will not cause its subsidiaries to sell,
          offer for sale or solicit offers to buy or otherwise negotiate in
          respect of any security (as defined in the Securities Act) that would
          be integrated with the sale of the Notes to the Initial Purchaser or
          pursuant to Exempt Resales in a manner that would require the
          registration of any such sale of the Notes under the Securities Act.

     (p)  In connection with the offering, until the Initial Purchaser shall
          have notified the Company of the completion of the resale of the
          Notes, neither the Company nor any of its subsidiaries or affiliates
          has or will, either alone or with one or more other persons, bid for
          or purchase for any account in which it or any of its subsidiaries or
          affiliates has a beneficial interest any Notes or attempt to induce
          any person to purchase any Notes; and neither it nor any of its
          subsidiaries or affiliates will make bids or purchases for the purpose
          of creating actual, or apparent, active trading in, or of raising the
          price of, the Notes.

     (q)  Neither the Company, nor any of its affiliates (as defined in Rule 405
          under the Securities Act), nor any person acting on its or their
          behalf will engage in any directed selling efforts (as such term is
          defined in Regulation S) with respect to the Notes in connection with
          the Offering in the United States;

     (r)  Neither the Company, nor any of its affiliates (as defined in Rule 405
          under the Securities Act), nor any person acting on its or their
          behalf will engage in any form of general solicitation or general
          advertising (within the meaning of Regulation D) in connection with
          any offer or sale of the Notes in the United States;

     (s)  Until the earlier of (i) the date which is one year after the date as
          of which the holders of the Notes may sell all of the Ordinary Shares
          or ADRs issuable upon conversion of the Notes without restriction
          pursuant to Rule 144(k) promulgated under the Securities Act and (ii)
          the date on which the holders of the Notes shall have sold all of the
          Ordinary Shares or ADRs issuable upon conversion of the Notes



                                                                         Page 13

          and (iii) none of the Notes is outstanding (the "Reporting Period"),
          the Company shall timely file all reports required to be filed with
          the Commission pursuant to the Exchange Act and the Company shall not
          terminate its status as an issuer required to file reports under the
          Exchange Act even if the Exchange Act or the rules and regulations
          thereunder would otherwise permit such termination.

     (t)  The Company shall maintain a depositary agreement pursuant to which
          ADRs will be issued upon conversion of the Notes for so long as any
          Notes remain outstanding (the "DEPOSITARY AGREEMENT").

     (u)  Not to voluntarily claim, and to actively resist any attempts to
          claim, the benefit of any usury laws against the holders of any Notes.

     (v)  To use the net proceeds received by it from the sale of the Securities
          in the manner specified in the Offering Memorandum under the caption
          "Use of Proceeds."

     (w)  To perform all things required or necessary to be done and performed
          under this Agreement by it prior to the Closing Date and to satisfy
          all conditions precedent to the delivery of the Notes.

     (x)  Prior to the Closing Date the Company will not issue any press release
          or other communication directly or indirectly or hold any press
          conference with respect to the Company, its condition, financial or
          otherwise, or earnings, business affairs or business prospects (except
          for routine oral marketing communications in the ordinary course of
          business and consistent with the past practices of the Company and of
          which the Initial Purchaser are notified), without the prior written
          consent of the Initial Purchaser, unless in the judgment of the
          Company and its counsel, and after notification to the Initial
          Purchaser, such press release or communication is required by law.

6.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.

     The Company hereby represents and warrants to the Initial Purchaser as of
     the date hereof and as of the Closing Date, which representations and
     warranties shall survive the Closing, as follows:



                                                                         Page 14

     (a)  ORGANIZATION AND STANDING. The Company is a corporation duly organized
          and validly existing under the laws of the Republic of South Africa.
          The Company has the requisite corporate power and authority to own and
          operate its properties and assets and to carry on its business as
          currently conducted and as proposed to be conducted. Neither the
          Company nor any of its subsidiaries is (i) in violation of its charter
          or by-laws (or other comparable organizational documents), (ii) in
          default in any material respect, and no event has occurred which, with
          notice or lapse of time or both, would constitute such a default, in
          the due performance or observance of any term, covenant or condition
          contained in any material indenture, mortgage, deed of trust, loan
          agreement or other material agreement or instrument to which it is a
          party or by which it is bound or to which any of its property or
          assets is subject or (iii) in violation in any material respect of any
          law, ordinance, governmental rule, regulation or court decree to which
          it or its property or assets may be subject, which defaults, events or
          violations in the case of clauses (ii) or (iii) would have a material
          adverse effect on the Company.

     (b)  CAPITAL. All outstanding shares in the capital of the Company have
          been duly authorized and validly issued and are fully paid,
          non-assessable and not subject to any pre-emptive or similar rights,
          and, except as disclosed in the Offering Memorandum there are no
          restrictions upon the voting or transfer of the Ordinary Shares or
          ADRs pursuant to the Company's constitutional or other governing
          documents or, except as set forth herein, any agreement or other
          instrument to which the Company is a party or by which it may be
          bound. The Ordinary Shares and the ADRs conform in all material
          respects to the descriptions thereof set forth in the Offering
          Memorandum. The authorized and outstanding capital of the Company is
          as set forth in the Offering Memorandum, and there have been no
          changes thereto since the date set forth under the heading
          "Capitalization" in the Offering Memorandum, except to the extent that
          certain outstanding options and warrants set forth in the Offering
          Memorandum may have been exercised.

     (c)  MATERIAL SUBSIDIARIES. Except as disclosed in the Offering Memorandum,
          the Company owns, directly or indirectly, free and clear of any
          security interest, claim, lien, encumbrance or adverse interest of any
          nature, of the purchase of the issued and outstanding equity
          securities set out in Schedule B to this Agreement of each of the
          companies listed at Schedule A (the "MATERIAL SUBSIDIARIES"), each of
          which company is duly organized and validly existing under the laws of
          its governing jurisdiction and has not been dissolved and each of
          which has the corporate



                                                                         Page 15

          capacity and authority to carry on its business as presently carried
          on in all jurisdictions where each such company carries on business.

     (d)  CORPORATE POWER. The Company will have at the Closing Date all
          requisite corporate power and authority to execute and deliver this
          Agreement and the Registration Rights Agreement, to sell and issue the
          Notes and to issue, or cause the ADR depositary to issue; as the case
          maybe; the Ordinary Shares and ADRs issuable upon the conversion of
          such Notes, and to carry out and perform its obligations under the
          terms of this Agreement and the Registration Rights Agreement.

     (e)  AUTHORIZATION AND VALIDITY OF INDENTURE. The Indenture conforms in all
          material respects to the description of the Indenture in the Offering
          Memorandum. The Company will have at the Closing Date all requisite
          power and authority to execute and deliver the Indenture when duly
          executed and delivered by the Company and duly authorized, executed
          and delivered by the Trustee, the Indenture will be a valid and
          binding agreement of the Company, enforceable against the Company in
          accordance with its terms except as (i) the enforceability thereof may
          be limited by bankruptcy, insolvency or similar laws affecting
          creditors' rights generally and (ii) rights of acceleration and the
          availability of equitable remedies may be limited by equitable
          principles of general applicability. On the Closing Date, the
          Indenture will conform in all material respects to the requirements of
          the Trust Indenture Act of 1939, as amended (the "TIA" or "TRUST
          INDENTURE ACT"), and the rules and regulations of the Commission
          applicable to an indenture which is qualified thereunder and upon the
          effectiveness of the Registration Statement, will be qualified under
          the TIA.

     (f)  AUTHORIZATION AND VALIDITY OF NOTES. The Notes have been duly
          authorized and, when duly executed, delivered and authenticated in
          accordance with the provisions of the Indenture and when delivered to
          and paid for by the Initial Purchaser in accordance with the terms of
          this Agreement, the holders of the Notes will be entitled to the
          benefits of the Indenture and will be valid and binding obligations of
          the Company, enforceable in accordance with their terms except as (i)
          the enforceability thereof may be limited by bankruptcy, insolvency or
          similar laws affecting creditors' rights generally and (ii) rights of
          acceleration and the availability of equitable remedies may be limited
          by equitable principles of general applicability. On the Closing Date,
          the Notes will conform in all material respects as to legal matters to
          the description thereof contained in the Offering Memorandum.



                                                                         Page 16

     (g)  AUTHORIZATION AND VALIDITY OF ORDINARY SHARES AND ADRs. The Notes are
          convertible into either Ordinary Shares or ADRs in accordance with the
          terms of the Indenture; the Ordinary Shares or ADRs initially issuable
          upon conversion of the Notes have been duly authorized and reserved
          for issuance upon such conversion and, when issued upon such
          conversion, will be validly issued, fully paid and non-assessable,
          will conform to the description thereof contained in the Offering
          Memorandum and will be duly authorized for listing on the JSE, NASDAQ
          or such other national securities exchange on which such securities
          are currently listed, subject to notice of official issuance. The
          holders of Ordinary Shares or ADRs or other holders of the Company's
          securities have no pre-emptive or similar rights with respect to the
          Notes or the Ordinary Shares or ADRs issuable upon conversion of the
          Notes. The certificates evidencing the Ordinary Shares or ADRs
          issuable upon conversion of the Notes will be in due and proper legal
          form.

     (h)  AUTHORIZATION AND VALIDITY OF PURCHASE AGREEMENT AND REGISTRATION
          RIGHTS AGREEMENT. All corporate action on the part of the Company, its
          directors, and its shareholders necessary for the authorization,
          execution, delivery, and performance of this Agreement and the
          Registration Rights Agreement by the Company will have been taken
          prior to the Closing. This Agreement and the Registration Rights
          Agreement, when executed and delivered by the Company, will constitute
          valid and binding obligations of the Company enforceable in accordance
          with their terms except as (i) the enforceability thereof may be
          limited by bankruptcy, insolvency or similar laws affecting creditors'
          rights generally and (ii) rights of acceleration and the availability
          of equitable remedies may be limited by equitable principles of
          general applicability.

     (i)  NO CONFLICT. Except as disclosed in the Offering Memorandum, the
          issuance and sale of the Notes by the Company and the issuance of
          Ordinary Shares and ADRs issuable upon the conversion of such Notes
          does not and will not conflict with and does not and will not result
          in a breach of any of the terms, conditions or provisions of its
          constitutional documents or any agreement or instrument to which the
          Company is a party, and will not contravene any provision of
          applicable South African law.

     (j)  DEPOSITARY AGREEMENT. All corporate action on the part of the Company,
          its directors and its shareholders necessary for the authorization,
          execution, delivery and



                                                                         Page 17

          performance of the Depositary Agreement will be taken prior to
          Closing. The Depositary Agreement will constitute a valid and binding
          obligation of the Company enforceable in accordance with its terms.
          Upon the issuance of the ADRs the holders thereof will be entitled to
          the rights specified in the Depositary Agreement and the description
          thereof set forth in the Offering Memorandum.

     (k)  THE JSE SECURITIES EXCHANGE SOUTH AFRICA. The Ordinary Shares are
          listed and posted for trading on the JSE and the Company is in
          compliance, in all material respects, with the listing requirements of
          the JSE. The Company has received the necessary approval for the
          Offering from the JSE, and all other necessary regulatory authorities,
          including without limitation the South African Reserve Bank. The
          Ordinary Shares will be listed and posted for trading on the JSE or
          any substitute exchange in South Africa where the Ordinary Shares then
          trade following their issue upon conversion of the Notes.

     (l)  REGULATORY APPROVAL. The ADRs are eligible for trading on the NASDAQ
          and the Company is in compliance, in all material respects, with the
          listing requirements of NASDAQ. The Company has received the necessary
          approval for the Offering from NASDAQ, and all other regulatory
          authorities, to the extent applicable. The ADRs will be eligible for
          trading on any exchange or market in the United States on which the
          ADRs then trade following their issue upon conversion of the Notes. No
          action has been taken and no statute, rule, regulation or order has
          been enacted, adopted or issued by any governmental agency or body
          which prevents the issuance of the Securities or suspends the sale of
          the Securities in the United States or South Africa or, to the
          Company's knowledge, in any other jurisdiction; no injunction,
          restraining order or order of any nature by any federal or state court
          of competent jurisdiction in the United States or South Africa, or, to
          the Company's knowledge in any other jurisdiction, has been issued
          with respect to the Company or any of its subsidiaries which would
          prevent or suspend the issuance or sale of the Securities or the use
          of the Preliminary Offering Memorandum or the Offering Memorandum in
          the United States or South Africa, or, to the Company's knowledge in
          any other jurisdiction; no action, suit or proceeding is pending
          against or, to the best knowledge of the Company, threatened against
          or affecting the Company or any of its subsidiaries before any court
          or arbitrator or any governmental agency, body or official, domestic
          or foreign which could reasonably be expected to interfere with or
          adversely affect the issuance of the Securities; and the Company has
          complied with any and all requests by any securities authority in any
          jurisdiction for additional information to



                                                                         Page 18

          be included in the Preliminary Offering Memorandum and the Offering
          Memorandum.

     (m)  OTHER APPROVALS. The Company has received all other approvals and
          consents whether required by law, regulatory body or by contract,
          necessary to allow the Company to perform its obligations hereunder
          and give effect to the transactions described in this Agreement
          including all necessary approvals required from the holders of
          securities of the Company and all necessary approvals required by the
          South African Reserve Bank, other than any approvals the absence of
          which would not have a material adverse effect on the Company or
          interfere with the Company's issuance of the Notes.

     (n)  NO MATERIAL CHANGE. Since September 30, 2002,

          (i)   there has not been any material change in the assets,
                liabilities or obligations (absolute, accrued, contingent or
                otherwise) of the Company and the Material Subsidiaries taken as
                a whole that has not been publicly disclosed;

          (ii)  there has not been any material change in the capital stock or
                long-term debt of the Company or its Material Subsidiaries
                taken as a whole that has not been publicly disclosed;

          (iii) there has not been any material change in the business, business
                prospects, condition (financial or otherwise) or results of the
                operations of the Company and its Material Subsidiaries taken as
                a whole that has not been publicly disclosed;

          (iv)  except as has been publicly disclosed, since September 30, 2002,
                the Company and each of its Material Subsidiaries has carried on
                its business in the ordinary course; and

          (v)   the information filed by the Company in accordance with
                applicable securities regulation during the last 12 months did
                not, as of the day of filing, contain a material
                misrepresentation or omit to state a material fact otherwise
                required to be stated in such filing.



                                                                         Page 19

     (o)  FREELY TRADEABLE ORDINARY SHARES. If the Notes were converted on the
          date hereof the Ordinary Shares issued upon such conversion would be
          freely tradeable through the facilities of the JSE by the Initial
          Purchaser immediately following the Closing and are not subject to any
          selling restrictions or "hold periods".

     (p)  ISSUE DUTY. Any issue duty, stamp duty or other taxes payable in
          connection with the Offering shall be paid by the Company, including,
          without limitation the filing fees and expenses in connection with the
          filing of Forms 45-501F1 with the Ontario Securities Commission and
          the equivalent of such form with each of the other securities
          regulatory authorities in each Canadian province or territory in which
          purchasers of Notes are resident as may be required under the
          securities laws of such province or territory.

     (q)  CANADIAN SHAREHOLDERS. The Company is not a reporting issuer or the
          equivalent thereof as defined in the securities laws of each of the
          provinces and territories of Canada and as of the Closing Date after
          giving effect to the issue of the Notes and the conversion thereof,
          the Company has no knowledge that residents of Canada owned, directly
          or indirectly, more than 10 percent of the Ordinary Shares of the
          Company and represented more than 10 percent of the total number of
          owners, directly or indirectly, of Ordinary Shares of the Company.

     (r)  TAX RETURNS. The Company has filed all tax returns which are required
          to be filed through the date hereof, or has received valid extensions
          thereof, and has paid all taxes shown on such returns and all
          assessments and reassessments received by it to the extent that the
          same are material and have become due.

     (s)  LICENSES. Each of the Company and its Material Subsidiaries has all
          material licenses, franchises, permits, authorizations, approvals and
          orders of and from all applicable regulatory agencies or bodies that
          are necessary to own its properties and conduct its business as
          described in the Offering Memorandum.

     (t)  TITLE. Each of the Company and its Material Subsidiaries has good
          title to each of the items of real property which are reflected in the
          most recent financial statements of the Company or are referred to in
          the Offering Memorandum as being owned by the Company or any one of
          its Material Subsidiaries, other than any defect in title which would
          not have a material adverse effect on the Company, other than as



                                                                         Page 20

          described in the Offering Memorandum are free and clear of all
          mortgages, liens, charges, security interests, encumbrances or
          defects.

     (u)  LITIGATION. Except as set out in the Offering Memorandum, no
          litigation, administrative proceeding, arbitration or other proceeding
          before or of any court, tribunal, arbitrator or regulatory or other
          governmental body is presently in process, pending, or to the
          knowledge of the Company, threatened against or affecting the Company,
          which could reasonably be expected to have a material adverse effect
          on the Company.

     (v)  ENVIRONMENTAL LAWS. Each of the Company and its Material Subsidiaries
          is in compliance in all material respects with all applicable laws,
          statutes, ordinances, by-laws, regulations, orders, directives and
          decisions rendered by ministry, department or administrative or
          regulatory agency (the "ENVIRONMENTAL LAWS") relating to the
          protection of the environment or pollutants, contaminated, chemicals,
          or industrial, toxic or hazardous wastes and substances, except for
          any instances of non-compliance which would not have a material
          adverse effect on the Company. The Company and its Material
          Subsidiaries have obtained all necessary licenses, permits and
          approvals necessary for its operations under applicable Environmental
          Laws.

     (w)  USE OF PROCEEDS. The Company will use the proceeds of the Offering as
          set out in the Offering Memorandum.

     (x)  RULE 144 A(d)(4) REQUIREMENTS. THE Preliminary Offering Memorandum
          does not and the Offering Memorandum on the Closing Date or the Option
          Closing Date, except for any statement in the Preliminary Offering
          Memorandum that was corrected in the Offering Memorandum will not
          include any untrue statement of a material fact or omit to state any
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading, provided that the representation and warranty contained in
          this paragraph 6(z) shall not apply to statements in or omissions from
          the Offering Documents based upon written information furnished to the
          Company by the Initial Purchaser specifically for use therein,

     (y)  RULE 144A(d)(3) REQUIREMENTS. When the Notes are issued and delivered
          pursuant to this Agreement, the Notes will not be of the same class
          (within the meaning of



                                                                         Page 21

          Rule 144A under the Securities Act) as any security of the Company
          that is listed on a national securities exchange registered under
          Section 6 of the Exchange Act or that is quoted in a United States
          automated inter-dealer quotation system.

     (z)  FINANCIAL STATEMENTS. Deloitte & Touche are independent certified
          public accountants with respect to the Company and its Material
          Subsidiaries as required by the Securities Act and within the meaning
          of the Code of Professional Conduct of the American Institute of
          Certified Public Accountants. The financial statements of the Company
          included in the Preliminary Offering Memorandum and the Offering
          Memorandum present fairly, in all material respects, the financial
          position, results of operations and cash flows of the Company as of
          the dates and for the periods indicated in conformity with generally
          accepted accounting principles and applied on a consistent basis
          throughout the periods involved; the selected financial data, the
          summary financial data and other financial and statistical information
          regarding the Company included in the Preliminary Offering Memorandum
          and the Offering Memorandum present fairly the information shown
          therein and have, except as stated therein, been compiled on a basis
          consistent with that of the financial statements of the Company
          included in the Preliminary Offering Memorandum and the Offering
          Memorandum and the Company has no material liabilities or obligations
          (direct or indirect, contingent or absolute, matured or unmatured) of
          any nature whatsoever, whether arising out of contract, tort, statute
          or otherwise, which are not reflected or reserved against in such
          financial statements or specifically disclosed in the Offering
          Memorandum.

          (aa)  RELATED PARTIES. No relationship, direct or indirect, exists
                between or among any of the Company or any affiliate of the
                Company on the one hand, and any director, officer, stockholder,
                customer or supplier of any of them, on the other hand, which,
                if the Notes were being registered under the Securities Act,
                would be required by the Securities Act or the rules and
                regulations thereunder to be described in the applicable
                registration statement which is not so described in the Offering
                Memorandum.

          (bb)  NO ADVERTISING OR SOLICITATION. No form of general solicitation
                or general advertising (as defined in Regulation D under the
                Securities Act) was used by the Company, or any of its
                affiliates (other than the Initial Purchaser, as to whom the
                Company makes no representation) in connection with the offer
                and sale of the Notes contemplated hereby, including without
                limitation



                                                                         Page 22

                articles, notices or other communications published in any
                newspaper, magazine, or similar medium or broadcast over
                television or radio, or any seminar or meeting whose attendees
                have been invited by any general solicitation or general
                advertising. No securities of the same class as the Notes have
                been issued and sold by the Company within the six month period
                immediately prior to the date hereof.

          (cc)  NO PRIOR DISTRIBUTIONS. Except as permitted by the Securities
                Act, neither the Company nor any of its subsidiaries has
                distributed and, prior to the completion of the initial
                distribution of the Notes (which includes the sale by the
                Initial Purchaser), neither will distribute, any offering
                materials in connection with the offering and sale of the Notes
                other than the Offering Memorandum.

          (dd)  NO MARKET STABILIZATION. The Company has not taken, nor will it
                take, directly or indirectly, any action designed to or that
                might reasonably be expected to cause or result in, or that has
                constituted or that might reasonably be expect to constitute,
                the stabilization or manipulation of the price of the Ordinary
                Shares, ADRs or the Notes.

          (ee)  NO REQUIREMENT FOR QUALIFICATION OF INDENTURE. Prior to the
                effectiveness of any Registration Statement, the Indenture is
                not required to be qualified under the TIA.

          (ff)  NO REGISTRATION REQUIREMENT. No registration under the
                Securities Act of the Notes is required for the sale of the
                Notes to the Initial Purchaser as contemplated hereby or for the
                Exempt Resales assuming the accuracy of the Initial Purchaser's
                representations and warranties and agreements set faith in
                Section 7 hereof.

          (gg)  OFFERING RESTRICTIONS. The Company and its affiliates have
                complied and will comply with the offering restrictions
                requirement of Regulation S under the Securities Act in
                connection with the offer and sale of the Notes under
                Regulation S.

          (hh)  DIRECTED SELLING. Neither the Company, nor any of its affiliates
                (as defined in Rule 405 under the Securities Act), nor any
                person acting on its or their



                                                                         Page 23

                behalf, has engaged in any "directed selling efforts" (as
                defined in Regulation S) in connection with the offer and sale
                of the Notes under Regulation S.

          (ii)  INVESTMENT COMPANY. The Company is not, and as a result of the
                offer and sale of the Notes will not become, an "investment
                company" under, and such term is defined in, the United States
                Investment Company Act of 1940, as amended.

          (jj)  PASSIVE FOREIGN INVESTMENT COMPANY. The Company is not, for the
                year ended June 30, 2002, and does not intend to become, (i) a
                passive foreign investment company within the meaning of Section
                1297 of the Internal Revenue Code of 1986, as amended (the
                "Code") or (ii) a foreign personal holding company within the
                meaning of Section 552 of the Code.

          (kk)  OFFER TO PUBLIC. The offer by the Company for the issuance and
                delivery of Notes is not an offer for subscription or sale to
                the public as defined in Chapter VI of South African Companies
                Act, 1973 (as amended) in South Africa.

          (ll)  ACCOUNTING CONTROLS. The Company and the Material Subsidiaries
                maintain a system of internal accounting controls sufficient to
                provide reasonable assurance that (i) transactions are executed
                in accordance with management's general or specific
                authorizations; (ii) transactions are recorded as necessary to
                permit preparation of financial statements in conformity with
                generally accepted accounting principles and to maintain asset
                accountability; (iii) access to assets is permitted only in
                accordance with management's general or specific authorization;
                and (iv) the recorded accountability for assets is compared with
                the existing assets at reasonable intervals and appropriate
                action is taken with respect to any differences.

          (mm)  UNLAWFUL PAYMENTS. From July 1, 2000 up to and including the
                date hereof, neither the Company nor any of its Material
                Subsidiaries, to the best knowledge of the Company, any
                director, officer, agent, employee or other person associated
                with or acting on behalf of the Company or any of its Material
                Subsidiaries has used any corporate funds for any unlawful
                contribution, gift, entertainment or other unlawful expense
                relating to political



                                                                         Page 24

                activity, made any direct or indirect unlawful payment to any
                foreign or domestic government official or employee from
                corporate funds; or made any bribe, rebate, payoff, influence
                payment, kickback or other unlawful payment.

          (nn)  SOLVENCY. On and immediately after the Closing Date, the Company
                (after giving effect to the issuance of the Notes and to the
                other transactions related thereto as described in the Offering
                Memorandum will be Solvent. As used in this paragraph, the term
                "Solvent" means, with respect to a particular date, that on such
                date the present fair market value (or present fair saleable
                value) of the assets of the Company is not less than the total
                amount required to pay the probable liabilities of the Company
                on its total existing debts and liabilities (including
                contingent liabilities) as they become absolute and matured, the
                Company is able to realize upon its assets and pay its debts and
                other liabilities, contingent obligations and commitments as
                they mature and become due in the normal course of business,
                assuming the sale of the Securities as contemplated by this
                Agreement and the Offering Memorandum, the Company is not
                incurring debts or liabilities beyond its ability to pay as such
                debts and liabilities mature and the Company is not engaged in
                any business or transaction, and is not about to engage in any
                business or transaction, for which its property would constitute
                unreasonably small capital after giving due consideration to the
                prevailing practice in the industry in which the Company is
                engaged. In computing the amount of such contingent liabilities
                at any time, it is intended that such liabilities will be
                computed at the amount that, in the light of all the facts and
                circumstances existing at such time, represents the amount that
                can reasonably be expected to become an actual or matured
                liability.

          (oo)  OTHER COMMISSIONS. Neither the Company nor the Material
                Subsidiaries is a party to any contract, agreement or
                understanding with any person that would give rise to a valid
                claim against the Company or the Initial Purchasers for a
                brokerage commission, finder's fee or like payment in connection
                with the offering and sale of the Securities other than in
                connection with the financial advisory services relating to the
                Offering and the fair and reasonable opinion to be delivered in
                accordance with the rules of the JSE.



                                                                         Page 25

          (pp)  RANKING SECURITY. The Notes will rank PARI PASSU with all future
                and present indebtedness of the Company.

7.   INITIAL PURCHASER'S REPRESENTATIONS AND WARRANTIES.

     The Initial Purchaser represents and warrants to, and agrees with, the
     Company:

     (a)  CIBC World Markets Corp. is a QIB and an "accredited investor" (as
          such term is defined under Regulation D under the Securities Act),
          with such knowledge and experience in financial and business matters
          as is necessary in order to evaluate the merits and risks of an
          investment in the Notes.

     (b)  The Initial Purchaser (A) is not acquiring the Securities with a view
          to any distribution thereof or with any present intention of offering
          or selling any of the Securities in a transaction that would violate
          the Securities Act or the securities laws of the Republic of South
          Africa, any state of the United States, any province or territory of
          Canada or any other applicable jurisdiction (the "SECURITIES LAWS")
          and (B) the Initial Purchaser acknowledges and agrees that the
          Securities have not been and will not be registered under the
          Securities Act and may not be offered or sold within the United States
          or to, or for the account or benefit of, U.S. persons except (i) QIB's
          in reliance on the exemption from the registration requirements of the
          Securities Act provided by Rule 144A, or to (ii) Foreign Qualified
          Purchasers in offshore transactions in reliance on the exemption from
          the registration requirements of the Securities Act provided by
          Regulation S promulgated thereunder.

     (c)  The Initial Purchaser agrees that no form of general solicitation or
          general advertising (within the meaning of Regulation D under the
          Securities Act) has been or will be used by such Initial Purchaser or
          any of its representatives in connection with the offer and sale of
          the Securities pursuant hereto, including without limitation articles,
          notices or other communications published in any newspaper, magazine
          or similar medium or broadcast over television or radio, or any
          seminar or meeting whose attendees have been invited by any general
          solicitation or general advertising.

     (d)  The Initial Purchaser agrees that, in connection with Exempt Resales,
          such Initial Purchaser will solicit offers to buy the Securities only
          from, and will offer to sell the



                                                                         Page 26

          Securities only to, QIB's or Foreign Qualified Purchasers, as the case
          may be. The Initial Purchaser further agrees that it will offer to
          sell the Securities only to, and will solicit offers to buy the
          Securities only from persons whom the Initial Purchaser reasonably
          believes are QIB's or Foreign Qualified Purchasers, as the case may
          be, and that agree that (A) the Securities purchased by them may be
          offered, resold, pledged or otherwise transferred within the time
          period referred to under Rule 144(k) (taking into account the
          provisions of Rule 144(d) under the Act, if applicable) under the
          Securities Act, as in effect on the date of the transfer of such
          Securities, only (1) to a person whom the seller reasonably believes
          is a QIB acquiring for its own account or for the account of a QIB in
          a transaction meeting the requirements of Rule 144A under the
          Securities Act, (2) pursuant to an exemption from registration under
          the Act provided by Rule 144 thereunder (if available), (3) to a
          Foreign Qualified Purchaser that prior to such transfer, furnishes the
          Trustee a signed letter containing certain representations and
          agreements relating to the registration and transfer of such
          Securities and, if requested by the Company, an opinion of counsel
          acceptable to the Company that such transfer is in compliance with the
          Securities Act, (4) in accordance with another exemption from the
          registration requirements under the Securities Act (and based upon an
          opinion of counsel acceptable to the Company) or (5) pursuant to an
          effective registration statement and, in each case, in accordance with
          the applicable securities laws of the United States or other
          jurisdictions and (B) such QIB's will deliver to each person to whom
          such Securities or an interest therein is transferred a notice
          substantially to the effect of the foregoing. The Initial Purchaser
          will not distribute the Securities in violation of any Securities
          Laws.

     (e)  The Initial Purchaser acknowledges that the Company, for purposes of
          the opinions to be delivered to the Initial Purchaser pursuant to
          Section 9 hereof, counsel to the Company and counsel to the Initial
          Purchaser will rely upon the accuracy and truth of the foregoing
          representations and the Initial Purchaser hereby consents to such
          reliance.

     (f)  The Initial Purchaser agrees that it will offer and sell the
          Securities (i) as part of its distribution at any time and (ii)
          otherwise until 40 days after the later of the commencement of the
          offering and the last Closing Date (the "DISTRIBUTION COMPLIANCE
          PERIOD"), only in accordance with Rule 903 of Regulation S or Rule
          144A under the Securities Act as set out below. Accordingly, neither
          it, its affiliates nor any persons acting on its or their behalf have
          engaged or will engage in any



                                                                         Page 27

          directed selling efforts with respect to the Securities, and it and
          they have complied and will comply with the offering restrictions
          requirement of Regulation S the Initial Purchaser agrees that, at or
          prior to confirmation of sale of Securities (other than a sale
          pursuant to Rule 144A), it will have sent to each distributor, dealer
          or person receiving a selling concession, fee or other remuneration
          that purchases Securities from it during the distribution compliance
          period a confirmation or notice to substantially the following effect:

          "The securities covered hereby have not been registered under the U.S.
          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, U.S. persons (i) as part of their distribution at any time or (ii)
          otherwise until 41 days after the later of the commencement of the
          offering and the last Closing Date, except in either case in
          accordance with Regulation S or Rule 144A under the Securities Act.
          Terms used above have the meanings given to them by Regulation S under
          the Securities Act."

          Terms used in this paragraph have the meanings given to them by
          Regulation S.

     (g)  The Initial Purchaser represents that it has not entered and agrees
          that it will not enter into any contractual arrangement with any
          distributor (as that term is defined in Regulation S) with respect to
          the distribution or delivery of the Notes, except with its affiliates
          that agree to the same restrictions as those set forth in this
          Section 7.

8.   INDEMNIFICATION.

     (a)  The Company agrees to indemnify and hold harmless the Initial
          Purchaser, its directors, its affiliates, its officers, the directors
          and officers of its affiliates and each person, if any, who controls
          the Initial Purchaser (within the meaning of Section 15 of the
          Securities Act or Section 20 of the Exchange Act), (collectively
          referred to for the purposes of this section 8(a) as an Initial
          Purchaser) from and against any and all losses, claims, damages and
          liabilities (joint or several) and judgments (including without
          limitation any legal, investigation and other expenses incurred in
          connection with investigating or defending any matter, including any
          action that could give rise to any such losses, claims, damages,
          liabilities or judgments, and any amount paid in settlement of, any
          action, suit or proceeding or any claim asserted) to which they, or
          any of them, may become subject under the Securities Act, the Exchange
          Act or other Federal or state law or regulation, at common law or
          otherwise, insofar as



                                                                         Page 28

          such losses, claims, damages or liabilities arise out of or are based
          upon (i) any untrue statement or alleged untrue statement of a
          material fact contained in the Preliminary Offering Memorandum,
          Offering Memorandum (or any amendment or supplement thereto) or any
          Rule 144 Information or Rule 144A Information provided by the Company
          to any holder or prospective purchaser of Securities pursuant to
          Section 5(h) or (ii) any omission or alleged omission to state therein
          a material fact required to be stated therein or necessary to make the
          statements therein not misleading, except insofar as such losses,
          claims, damages, liabilities or judgments are caused by any such
          untrue statement or omission or alleged untrue statement or omission
          based upon information relating to the Initial Purchaser furnished in
          writing to the Company by the Initial Purchaser specifically for use
          therein. The foregoing indemnity agreement with respect to any
          Preliminary Offering Memorandum shall not inure to the benefit of any
          indemnified person who failed to deliver an Offering Memorandum (as
          then amended or supplemented, provided by the Company to the Initial
          Purchaser in the requisite quantity and on a timely basis to permit
          proper delivery on or prior to the Closing Date) to the person
          assessing any losses, claims, damages and liabilities and judgments
          caused by any untrue statement of alleged untrue statement of a
          material fact contained in any Preliminary Offering Memorandum, or
          caused by any omission or alleged omission to state therein a material
          fact required to be stated therein or necessary to make the statements
          therein not misleading, if such material misstatement or omission or
          alleged material misstatement or omission was cured, as determined by
          a court of competent jurisdiction in a decision not subject to further
          appeal, in such Offering Memorandum.

     (b)  The Initial Purchaser agrees to indemnify and hold harmless the
          Company and its directors and officers and each person, if any, who
          controls (within the meaning of Section 15 of the Securities Act or
          Section 20 of the Exchange Act) the Company to the same extent as the
          foregoing indemnity from the Company to the Initial Purchaser but in
          each case to the extent that such untrue statement or alleged untrue
          statement or omission or alleged omission was made in the Preliminary
          Offering Memorandum or the Offering Memorandum in reliance upon and in
          conformity with information relating to the Initial Purchaser famished
          in writing to the Company by the Initial Purchaser expressly for use
          therein; provided, however, that the obligation of the Initial
          Purchaser to indemnify the Company (including any controlling person,
          director or officer thereof) shall be limited to the net proceeds
          received by the Company from such Initial Purchaser.



                                                                         Page 29

     (c)  In case any action shall be commenced involving any person in respect
          of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
          "INDEMNIFIED PARTY"), the indemnified party shall promptly notify the
          person against whom such indemnity may be sought (the "INDEMNIFYING
          PARTY") in writing and the indemnifying party shall assume the defence
          of such action, including the employment of counsel reasonably
          satisfactory to the indemnified party and the payment of all fees and
          expenses of such counsel, as they are incurred (except that in the
          case of any action in respect of which indemnity may be sought
          pursuant to both Sections 8(a) and 8(b), the Initial Purchaser shall
          not be required to assume the defence of such action pursuant to this
          Section 8(c) but may employ separate counsel and participate in the
          defense thereof, but the fees and expenses of such counsel, except as
          provided below, shall be at the expense of the Initial Purchaser). Any
          indemnified party shall have the right to employ separate counsel in
          any such action and participate in the defense thereof, but the fees
          and expenses of such counsel shall be at the expense of the
          indemnified party unless (i) the employment of such counsel shall have
          been specifically authorised in writing by the indemnifying party;
          (ii) the indemnifying party shall have failed to assume the defense of
          such action or employ counsel reasonably satisfactory to the
          indemnified party within a reasonable time after notice of the
          commencement thereof, in each of which case the fees and expenses of
          counsel shall be at the expense of the indemnifying parties, or (iii)
          the named parties to any such action (including any impleaded parties)
          include both the indemnified party and the indemnifying party, and the
          indemnified party shall have been advised by such counsel that there
          may be one or more legal defenses available to it that are different
          from or additional to those available to the indemnifying party (in
          which case the indemnifying party shall not have the right to assume
          the defense of such action on behalf of the indemnified party). In any
          such case, the indemnifying party shall not, in connection with any
          one action or separate but substantially similar or related actions in
          the same jurisdiction arising out of the same general allegations or
          circumstances, be liable for the fees and expenses of more than one
          separate firm of attorneys (in addition to any local counsel) for all
          indemnified parties, and all such fees and expenses shall be
          reimbursed as they are incurred. Such firm shall be designated in
          writing by the Initial Purchaser, in the case of the parties
          indemnified pursuant to Section 8(a), and by the Company, in the case
          of parties indemnified pursuant to Section 8(b). The indemnifying
          party shall indemnify and hold harmless the indemnified party from and
          against any and all losses, claims, damages, liabilities and judgments
          by reason of any settlement of



                                                                         Page 30

          any action (i) effected with its written consent or (ii) effected
          without its written consent if the settlement is entered into more
          than twenty business days after the indemnifying party shall have
          received a request from the indemnified party for reimbursement for
          the fees and expenses of counsel (in any case where such fees and
          expenses are at the expense of the indemnifying party) and, prior to
          the date of such settlement, the indemnifying party shall have failed
          to comply with such reimbursement request. No indemnifying party
          shall, without the prior written consent of the indemnified party,
          effect any settlement or compromise of, or consent to the entry of
          judgment with respect to, any pending or threatened action in respect
          of which the indemnified party is or could have been a party and
          indemnity or contribution may be or could have been sought hereunder
          by the indemnified party, unless such settlement, compromise or
          judgment (i) includes an unconditional release of the indemnified
          party from all liability on claims that are or could have been the
          subject matter of such action 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 the indemnified party.

     (d)  To the extent the indemnification provided for in this Section 8 is
          unavailable to an indemnified party or insufficient in respect of any
          losses, claims, damages, liabilities or judgments referred to therein,
          then each indemnifying party, in lieu of indemnifying such indemnified
          party, shall contribute to the amount paid or payable by such
          indemnified party as a result of such losses, claims, damages,
          liabilities and judgments (i) in such proportion as is appropriate to
          reflect the relative benefits received by the Company, on the one
          hand, and the Initial Purchaser, on the other hand, from the offering
          of the Securities or (ii) if the allocation provided by clause (i)
          above is not permitted by applicable law, in such proportion as is
          appropriate to reflect not only the relative benefits referred to in
          clause (i) above but also the relative fault of the Company, on the
          one hand, and the Initial Purchaser, on the other hand, in connection
          with the statements or omissions that resulted in such losses, claims,
          damages, liabilities or judgments, as well as any other relevant
          equitable considerations. The relative benefits received by the
          Company, on the one hand, and the Initial Purchaser, on the other
          hand, shall be deemed to be in the same proportion as the total net
          proceeds from the offering of the Securities (after Initial
          Purchaser's discounts or commissions, but before deducting expenses)
          received by the Company, and the total discounts and commissions
          received by the Initial Purchaser bear to the total price to investors
          of the Securities, in each case as set forth on the cover page of the
          Offering Memorandum. The relative fault of the



                                                                         Page 31

          Company, on the one hand, and the Initial Purchaser, on the other
          hand, shall be determined by reference to, among other things, whether
          the untrue or alleged untrue statement of a material fact or the
          omission or alleged omission to state a material fact relates to
          information supplied by the Company, on the one hand, or the Initial
          Purchaser, on the other hand, and the parties' relative intent,
          knowledge, access to information and opportunity to correct or prevent
          such statement or omission.

          The Company and the Initial Purchaser agree that it would not be just
          and equitable if contribution pursuant to this Section 8(d) were
          determined by pro rata allocation or by any other method of allocation
          that does not take account of the equitable considerations referred to
          in the immediately preceding paragraph. The amount paid or payable by
          an indemnified party as a result of the losses, claims, damages,
          liabilities or judgments referred to in the immediately preceding
          paragraph shall be deemed to include, subject to the limitations set
          forth above, any legal or other expenses incurred by such indemnified
          party in connection with investigating or defending any matter,
          including any action, that could have given rise to such losses,
          claims, damages, liabilities or judgments. Notwithstanding the
          provisions of this Section 8, the Initial Purchaser shall not be
          required to contribute any amount in excess of the amount by which the
          total discounts and commissions received by the Initial Purchaser
          exceeds the amount of any damages that the Initial Purchaser has
          otherwise been required to pay by reason of such untrue or alleged
          untrue statement or omission or alleged omission. 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.

     (e)  The remedies provided for in this Section 8 are not exclusive and
          shall not limit any rights or remedies that may otherwise be available
          to any indemnified party at law or in equity.

9.   CONDITIONS OF THE INITIAL PURCHASER'S OBLIGATIONS.

     The obligations of the Initial Purchaser to purchase the Firm Notes under
     this Agreement on the Closing Date and the Additional Notes, if any, on any
     Option Closing Date are subject to the satisfaction of each of the
     following conditions:



                                                                         Page 32

     (a)  All the representations and warranties of the Company contained in
          this Agreement shall be true and correct in all material respects on
          the Closing Date, or on each Option Closing Date, if any, with the
          same force and effect as if made on and as of the Closing Date or on
          each Option Closing Date, if any.

     (b)  On or after the date hereof, (i) there shall not have occurred any
          downgrading, suspension or withdrawal of, nor shall any notice have
          been given of any potential or intended downgrading, suspension or
          withdrawal of, or of any review (or of any potential or intended
          review) for a possible change that does not indicate the direction of
          the possible change in, any rating of the Company or any securities of
          the Company (including without limitation the placing of any of the
          foregoing ratings on credit watch with negative or developing
          implications or under review with an uncertain direction) by any
          "nationally recognized statistical rating organization" as such term
          is defined for the purpose of Rule 436(g)(2) under the Securities Act,
          (ii) there shall not have occurred any change, nor shall any notice
          have been given of any potential or intended change, in the outlook
          for any rating of the Company or any securities of the Company by any
          such rating organization and (iii) no such rating organization shall
          have given notice that it has assigned (or is considering assigning) a
          lower rating to the Notes than that on which the Notes were marketed.

     (c)  Since the respective dates as of which information is given in the
          Offering Memorandum, other than as set forth in the Offering
          Memorandum (exclusive of any amendments or supplements thereto after
          the date of this Agreement), (i) there shall not have occurred any
          change or any development involving a prospective change in the
          condition, financial or otherwise, or the earnings, business,
          management or operations of the Company and its subsidiaries, taken as
          a whole, (ii) there shall not have been any change or any development
          involving a prospective change in the capital stock or in the
          long-term debt of the Company or any of its subsidiaries except in the
          ordinary course of business, (iii) neither the Company nor any of its
          subsidiaries shall have incurred any liability or obligation, direct
          or contingent except in the ordinary course of business, and (iv)
          neither the Company nor any of its subsidiaries shall have sustained
          any loss or interference with their respective assets, businesses or
          properties (whether owned or leased) from fire, explosion, earthquake,
          flood or other calamity, whether or not covered by insurance, or from
          any labor dispute or any court or legislative or other governmental
          action, order or decree, the effect of which, in case of any event
          described in the foregoing clause (i), (ii), (iii) or (iv), in the
          reasonable judgment of the Initial Purchaser, is material and



                                                                         Page 33

          adverse and makes it impracticable to market the Notes on the terms
          and in the manner contemplated in the Offering Memorandum.

     (d)  The Initial Purchaser shall have received on the Closing Date a
          certificate, dated the Closing Date, and on an Option Closing Date, if
          any, dated such Option Closing Date, signed by the Chief Executive
          Officer and the Chief Financial Officer of the Company, confirming the
          matters set forth in Sections 6 and 9 and stating that the Company has
          complied with all the agreements and satisfied all of the conditions
          herein contained and required to be complied with or satisfied on or
          prior to the Closing Date or Option Closing Date, as the case may be.

     (e)  The Initial Purchaser shall have received on the Closing Date and each
          Option Closing Date, if any, an opinion (subject to customary
          qualifications, limitations and exceptions and satisfactory to you and
          counsel for the Initial Purchaser), dated the Closing Date or such
          Option Closing Date, as the case may be, of Bowman Gilfillan Inc.,
          South African counsel for the Company, with respect to the matters set
          out at Schedule B, and Fulbright & Jaworski LLP with respect to the
          matters set out at Schedule C, U.S. counsel for the Company.

          Such counsel are not called upon to opine as to factual matters, and
          the character of determinations involved in the process is such that
          it is not passing upon and does not need to assume any responsibility
          for the accuracy, completeness or fairness of the information included
          in the Offering Memorandum. Such counsel can advise, however, that in
          and on the basis of its review of the Offering Memorandum and its
          participation in its preparation, nothing has come to such counsel's
          attention that causes it to believe that the Offering Memorandum, as
          of its date or as of the date hereof, contained or contains an untrue
          statement of a material fact or omitted or omits to state a material
          fact necessary in order to make the statements therein, in light of
          the circumstances under which they were made, not misleading. Such
          counsel are not called upon to express an opinion with respect to, and
          the preceding paragraph does not address, the financial statements and
          related notes and schedules, and other financial, numerical and
          accounting information, included in, incorporated by reference in, or
          omitted from the Offering Memorandum, or any further amendment or
          supplement thereto. Such counsel are also not called upon to express
          any opinion with respect to any mater relating to compliance with
          financial covenants or financial requirements.



                                                                         Page 34

     (f)  The Initial Purchaser shall have received on the Closing Date and on
          each Option Closing Date, an opinion, dated the Closing Date, of
          Blake, Cassels & Graydon LLP, counsel for the Initial Purchaser, in
          form and substance reasonably satisfactory to the Initial Purchaser.

     (g)  The Initial Purchaser shall have received, at the time this Agreement
          is executed and at the Closing Date and each Option Closing Date, if
          any, letters dated the date hereof or the Closing Date or an Option
          Closing Date, as the case may be, from Deloitte & Touche LLP,
          independent public accountants, in form and substance satisfactory to
          the Initial Purchaser containing the information and statements of the
          type ordinarily included in accountants' "comfort letters" with
          respect to the financial statements and certain financial information
          contained in the Offering Memorandum.

     (h)  The Initial Purchaser shall have received, at the Closing Date and
          each Option Closing Date, the Initial Purchaser's Commission payable
          by the Company in respect of the Firm Notes or Additional Notes, as
          the case may be, pursuant to Section 2(c).

     (i)  The Notes shall have been approved by the National Association of
          Securities Dealers, Inc. for trading and duly listed in PORTAL.

     (j)  The Initial Purchaser shall have received a counterpart, conformed as
          executed, of the Indenture which shall have been entered into by the
          Company and the Trustee.

     (k)  The Company shall have executed the Registration Rights Agreement, and
          the Initial Purchaser shall have received an original copy thereof,
          duly executed by the Company and the Registration Rights Agreement
          shall be in full force and effect.

     (l)  The Company shall not have failed at or prior to the Closing Date or
          each Option Closing Date, if any, as the case may be, to perform or
          comply with all of the agreements contained herein and required to be
          performed or complied with by the Company at or prior to the Closing
          Date or Option Closing Date, as the case may be.

     (m)  The Initial Purchaser shall have received an opinion that each of the
          Material Subsidiaries (i) has been duly incorporated and is validly
          existing; and (ii) has the



                                                                         Page 35

          capacity to carry on its business and own its property as described in
          the Offering Memorandum.

     (n)  The Initial Purchaser shall have received a legal opinion that the
          Company and each of its Material Subsidiaries, as the case may be,
          hold good title to the properties described in the Offering Circular
          as the Blyvoor Section, Buffels Section, Harties Section, Crown
          Section, West Wits Section and the Tolukuma Mine in the manner
          described therein, free and clear of any and all mortgages, charges,
          security interests, encumbrances or defects except as otherwise
          disclosed in the Offering Circular.

     (o)  The Initial Purchaser shall have received executed Lock-Up Agreements
          in the form set forth in Exhibit B by each of the individuals listed
          on Schedule D.

10.  EFFECTIVENESS OF AGREEMENT AND TERMINATION.

     (a)  If at any time during the period commencing on the date hereof and
          ending at the Closing Date there shall have occurred any of the
          following: (i) any moratorium on commercial banking activities shall
          have been declared by federal or New York state authorities or (ii) an
          outbreak or escalation of hostilities or a declaration by the United
          States of a national emergency or war or (iii) a material adverse
          change in general economic, political or financial conditions (or the
          effect of international conditions on the financial markets in the
          United States shall be such) the effect of which, in the case of this
          clause (iii), is, in the reasonable judgment of the Initial Purchaser,
          so material and adverse as to make it impracticable or inadvisable to
          proceed with the sale or the delivery of the Securities on the terms
          and in the manner contemplated by this Agreement and in the Offering
          Memorandum (exclusive of any amendment or supplement thereto), the
          Initial Purchaser shall be entitled to terminate its obligations under
          this Agreement by written notice to that effect given to the Company
          not later than the Closing Date.

     (b)  The rights of termination contained in Section 10(a) above may be
          exercised by the Initial Purchaser and are in addition to the rights
          of the Initial Purchaser to terminate its obligations if the
          conditions set out in section 9 hereof are not fulfilled and any other
          rights or remedies the Initial Purchaser may have in respect of any
          default, misrepresentation, act or failure to act or non-compliance by
          the Company in respect of any of the matters contemplated by this
          Agreement.



                                                                         Page 36

11.  MISCELLANEOUS.

     (a)  Notices given pursuant to any provision of this Agreement shall be
          addressed as follows: (i) if to the Company to DRD Building, 45 Empire
          Road, Parktown, Johannesburg, P.O. Box 390 Maraisburg 1700, Attention:
          Ian Murray, with a copy to Ezra Davids, Bowman Gilfillan Inc., 9th
          Floor, Twin Towers West, Sandton City, Johannesburg, 2146 Sandton,
          Steven Suzzan, Fulbright & Jaworski LLP, 666 Fifth Avenue, New York,
          New York, 10103-3198, and (ii) if to the Initial Purchaser, c/o CIBC
          World Markets Corp., 417 5th Avenue, 2nd Floor, New York, New York
          10016 Attention: Wayne Adlam, and to CIBC World Markets Inc., BCE
          Place, 161 Bay Street, P.O. Box 500, Toronto, Ontario, M5J 2S8,
          Attention: Bina Patel, with a copy to Bob Wooder, Blake, Cassels &
          Graydon LLP, 7th Floor, 10 Lloyd's Avenue, London EC3N 3AX, and to
          Kaya Proudian, White & Case, 7-11 Moorgate, London EC2R 6HH, and in
          any case to such other address as the person to be notified may have
          requested in writing.

     (b)  The respective indemnities, contribution agreements, representations,
          warranties and other statements of the Company and the Initial
          Purchaser set forth in or made pursuant to this Agreement shall remain
          operative and in full force and effect and will survive delivery of
          and payment for the Securities regardless of (i) any investigation, or
          statement as to the results thereof, made by or on behalf of the
          Initial Purchaser, the officers or directors of the initial Purchaser,
          any person controlling the initial Purchaser, the Company, the
          officers or directors of the Company, or any person controlling the
          Company, (ii) acceptance of the Securities and payment for them
          hereunder and (iii) termination of the Agreement.

     (c)  If for any reason the Notes are not delivered by or on behalf of the
          Company as provided herein (other than as a result of any termination
          of this Agreement pursuant to Section 10), the Company agrees to
          reimburse the Initial Purchaser for all out-of-pocket expenses
          (including the fees and disbursements of counsel) incurred by it.
          Notwithstanding any termination of this Agreement, the Company shall
          be liable for all expenses which it has agreed to pay pursuant to
          Section 5(i).

     (d)  Except as otherwise provided, this Agreement has been and is made
          solely for the benefit of and shall be binding upon the Company, the
          Initial Purchaser, the Initial Purchaser's directors and officers, any
          controlling persons referred to herein, the



                                                                         Page 37

          directors of the Company and their respective successors and assigns,
          all as and to the extent provided in this Agreement, and no other
          person shall acquire or have any right under or by virtue of this
          Agreement. The term "successors and assigns" shall not include a
          purchaser of any of the Securities from the Initial Purchaser merely
          because of such purchase.

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

     (f)  This Agreement may be signed in various counterparts, which together
          shall constitute one and the same instrument.

     (g)  No amendment or waiver of any provision of this Agreement, nor any
          consent or approval to any departure therefrom, shall in any event be
          effective unless the same shall be in writing and signed by the
          parties hereto.

                            [SIGNATURE PAGE FOLLOWS]



                                                                         Page 38

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

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



[LAST SIGNED NOVEMBER 2002]



                                                                         Page 39

                                   SCHEDULE A

                              MATERIAL SUBSIDIARIES

                                                    
Blyvooruitzicht Gold Mining Company Limited            100%

Buffelsfontein Gold Mines Limited                      100%

Crown Consolidated Gold Recoveries Limited             100%

Dome Resources (Pty) Ltd.                              100%





                                                                         Page 40

                                   SCHEDULE B

                 OPINION OF SOUTH AFRICAN COUNSEL TO THE COMPANY

(i)     the Company is a company duly created for an unlimited duration and
        validly existing as a company limited by shares under the laws of the
        Republic of South Africa with full power and authority to operate its
        properties and assets and to carry on its business as currently
        conducted;

(ii)    each of the South African Material Subsidiaries is a company duly
        created for an unlimited duration and validly existing as a company
        limited by shares under the laws of the jurisdiction under which such
        Material Subsidiary is incorporated, with full power and authority to
        operate its properties and assets and to carry on its business as
        currently conducted;

(iii)   each of the Indenture, Purchase Agreement and Registration Rights
        Agreement have been duly authorized, executed and delivered by the
        Company and are valid and binding obligations of the Company enforceable
        against the Company in accordance with their terms;

(iv)    the Notes to be allotted and issued by the Company have been duly
        authorized and executed and, when issued and delivered in accordance
        with the terms of the Indenture and the Purchase Agreement, will rank
        pari passu in all respects with all other senior, unsecured indebtedness
        of the Company other than indebtedness which would be preferred by
        virtue of the Income Tax Act No.58 of 1962 (as amended) and the
        Insolvency Act No.24 of 1936 (as amended) and will be valid and binding
        obligations of the Company, enforceable against the Company in
        accordance with their terms, except as such enforceability may be
        limited by applicable bankruptcy, insolvency, fraudulent conveyance,
        reorganisation, moratorium, judicial management and other similar laws
        affecting the enforcement of creditor's rights generally and the South
        African Exchange Control Regulator 1962 (as amended) which require prior
        approval from the South African Reserve Bank for any payment to be made
        by a South African resident to a non-resident; the holders thereof will
        not be subject to personal liability for obligations of the Company by
        reason of being such holders and the Notes will not be issued subject to
        any rights of pre-emption;



                                                                         Page 41

(v)     the Ordinary Shares and ADRs issuable upon the conversion of such Notes
        to be allotted and issued by the Company have been duly authorized and,
        when issued and delivered in accordance with the terms of the Indenture
        and the Purchase Agreement, will be validly issued by the Company in
        accordance with South African law and its articles and will rank pari
        passu in all respects with other ordinary shares in the share capital of
        the Company currently in issue; the holders thereof will not be subject
        to personal liability for obligations of the Company by reason of being
        such holders and the Ordinary Shares and ADRs will not be issued subject
        to any rights of pre-emption and the Ordinary Shares and ADRs issuable
        upon the conversion of such Notes will be listed on the JSE and will be
        freely tradable on such exchange;

(vi)    the execution and delivery by the Company of, and the performance by the
        Company of its obligations under each of the Indenture, Purchase
        Agreement and Registration Rights Agreement, and the issuance and
        delivery of the Notes and the Ordinary Shares and ADRs issuable upon the
        conversion of such Notes to be delivered pursuant to the Purchase
        Agreement, will not contravene any provision of applicable South African
        law provided that the Company, is performing its obligations acts within
        the framework of the approvals and authorisations granted to it and
        referred to in this opinion;

(vii)   neither the execution and delivery by the Company of, and the
        performance by the Company of its obligations under the Purchase
        Agreement, Indenture, Registration Rights Agreement and the Securities
        (including, without limitation, the issuance and sale by the Company of
        the Notes and, upon conversion thereof, Ordinary Shares and ADRs, as the
        case may be) will to such counsel's knowledge (a) give rise to a right
        to terminate or accelerate the due date of any payment due under, or
        result in the breach of any express term or provision of, or constitute
        a default (or any event which with notice or lapse of time, or both,
        would constitute a default) under, or require consent or waiver under,
        or result in the execution or imposition of any lien, charge, claim,
        security interest or encumbrance upon any properties or assets of the
        Company pursuant to the express terms of any indenture, mortgage, deed
        trust, note or other agreement or instrument to which the Company is a
        party or by which the Company or any of its assets or properties or
        businesses is bound, (b) to such counsel's knowledge, violate any
        existing obligations of the Company under the express terms of any
        judgment, decree, or order of any court or arbitrator or governmental
        agency or body, which names the Company and is specifically directed to
        it or its properties, or (c) violate any provision of the constitutional
        documents of the Company, except for such consents, waivers, approvals
        and authorizations which have been obtained prior to the Closing Date;



                                                                         Page 42

(viii)  save for certain statutory returns which the Registrar of Companies in
        the Republic of South Africa requires for record keeping purposes in
        relation to the issue of the Ordinary Shares issuable upon the
        conversion of such Notes, all filings, recordings and enrolments with
        any government department or other authority in the Republic of South
        Africa which may be necessary to ensure the legality, validity,
        enforceability or admissibility in evidence of the Purchase Agreement,
        the Indenture, the Registration Rights Agreement, the Depositary
        Agreement, the Notes, and the Ordinary Shares issuable upon the
        conversion of such Notes have been made. In order to ensure free
        tradability the share certificates or electronic register as the case
        may be, evidencing ownership of the Ordinary Shares should be endorsed
        "non resident" for South African exchange control purposes;

(ix)    under current laws and regulations of the Republic of South Africa the
        holders of the Notes and the Ordinary Shares and ADRs issuable upon the
        conversion of such Notes will not, by virtue of their ownership of the
        Notes or the Ordinary Shares issuable upon the conversion of such Notes,
        become subject to taxation in the Republic of South Africa;

(x)     no issuance or transfer taxes or duties are payable by or on behalf of
        the Initial Purchaser, QIB's or Foreign Qualified Purchasers to the
        Republic of South Africa or any political subdivision or taxing
        authority thereof or therein save that stamp duty or similar taxes in
        the Republic of South Africa will be payable by Initial Purchaser, QIB's
        or Foreign Qualified Purchasers if an instrument of transfer is executed
        in respect of the sale of any Notes and such person is reflected therein
        as a transferee unless the instrument of transfer is executed outside
        the Republic of South Africa and the registration of transfer is
        effected in any branch register kept by the Company outside the Republic
        of South Africa, (i) which branch register has, for a period of at least
        5 (five) years, been used for registration of transfer of shares issued
        by the Company, (ii) which branch register is kept in a country in which
        there is a recognised stock exchange and shares which are issued by the
        Corporation are regularly bought and sold on that exchange and, (iii)
        which branch register is kept solely or mainly for the convenience of
        investors who are not ordinarily resident in the Republic of South
        Africa;

(xi)    it is not necessary that the Indenture, Purchase Agreement, Registration
        Rights Agreement, Notes, ADRs or Ordinary Shares issuable upon the
        conversion of such Notes or any document relating to the issue of the
        Notes or Ordinary Shares issuable upon the conversion of such Notes be
        stamped with any stamp, registration or similar tax in the Republic of
        South Africa, other than stamp duty or similar taxes on the issue of the
        Notes



                                                                         Page 43

        and Ordinary Shares upon conversion payable by the Company at the rate
        of .25% of the issue price and stamp duty or similar tax at .25% of the
        consideration or market value, whichever is the higher on the transfer
        of Notes or Ordinary Shares issuable upon the conversion of such Notes;

(xii)   there are no taxes or other governmental charges payable by the holder
        under the laws or regulations of the Republic of South Africa or any
        political subdivision or taxing authority thereof or therein in respect
        of dividends or other distributions relating to the Notes or Ordinary
        Shares and ADRs issuable upon the conversion of such Notes by a holder
        who is not ordinarily resident in the Republic of South Africa, or in
        respect of the Purchase Agreement;

(xiii)  no transfer, withholding, income, capital gains, gift, estate, wealth,
        transfer or similar taxes or other charges will be imposed on the holder
        or beneficial owner of the Notes or Ordinary Shares and ADRs issuable
        upon the conversion of such Notes by the Republic of South Africa or any
        political subdivision or taxing authority thereof or therein in
        connection with the ownership, transfer or distributions on the Notes or
        Ordinary Shares and ADRs issuable upon the conversion of such Notes or
        otherwise, where such owner has no connection with the Republic of South
        Africa other than the holding or beneficial ownership of the Notes or
        Ordinary Shares and ADRs issuable upon the conversion of such Notes save
        that income tax may be payable on shares, if dealing activities in the
        Notes or Ordinary Shares and ADRs issuable upon the conversion of such
        Notes constitute trading stock (that is, the Notes or Ordinary Shares
        and ADRs issuable upon the conversion of such Notes are not bought and
        held for long-term investment purposes) and if the share dealing
        activities of the holder or beneficial owner concerned are carried on in
        the Republic of South Africa or if the recipient of any interest
        payments under the Notes is not an exempt person in terms of section
        10(1)(A) of the South African Income Tax Act No. 58 of 1962;

(xiv)   the choice of law provision set forth in the Indenture, Purchase
        Agreement and Registration Rights Agreement will be recognized by the
        South African courts subject to all applicable pleading requirements;
        the irrevocable submission by the Company to the jurisdiction of any
        state or federal court in the United States in any action arising out of
        or based upon the Indenture, Purchase Agreement or Registration Rights
        Agreement or the transactions contemplated hereby, the waiving by the
        Company of any objection to the venue of any such action in any such
        court and the agreement of the Company that the Indenture, Purchase
        Agreement and Registration Rights Agreement shall be governed and
        construed



                                                                         Page 44

        in accordance with the laws of the State of New York, are legal, valid
        and binding in the Republic of South Africa;

(xv)    subject to the provision in (xvi) below, a South African court will
        enforce a judgment for an amount payable under the Purchase Agreement in
        a foreign currency; and

(xvi)   a judgment duly obtained in a foreign court should, subject to the
        permission of the relevant Minister in terms of The Protection of
        Businesses Act, No. 99 of 1978 (as amended), be enforceable in the
        Republic of South Africa in accordance with the ordinary procedures
        applicable under South African law for the enforcement of foreign
        judgments; provided that (i) the judgment was final and conclusive; (ii)
        not obtained by fraud; (iii) is not in any manner contrary to the
        principles of natural justice; (iv) the enforcement thereof was not
        contrary to public policy; (v) the foreign court in question had
        jurisdiction and competence according to the applicable laws on conflict
        of laws, (vi) a foreign judgment will probably not be recognized in
        South Africa if the foreign court exercised jurisdiction over the
        defendant solely by virtue of an attachment to find jurisdiction or on
        the basis of domicile alone, and (vii) the South African courts will not
        enforce foreign revenue and penal laws.

(xvii)  the Company has an authorized capitalization as set forth in the
        Offering Memorandum, and all of the outstanding Ordinary Shares of the
        Company have been duly and validly authorized and issued and are fully
        paid and non-assessable;

(xviii) the descriptions in the Offering Memorandum of statutes, legal and
        governmental proceedings and contracts and other documents are accurate
        in all material respects; the statements in the Offering Memorandum
        under the heading "Certain Federal Income Tax Consequences", to the
        extent that they constitute summaries of matters of South African law or
        regulation or legal conclusions, have been reviewed by such counsel and
        fairly summarize the matters described therein in all material respects;

(xix)   to the knowledge of such counsel, there are no pending actions or suits
        or judicial, arbitral, rule-making, administrative or other proceedings
        to which the Company or any of its subsidiaries is a party or of which
        any property or assets of the Company or any of its subsidiaries is the
        subject which (A) singularly or in the aggregate, if determined
        adversely to the Company or any of its subsidiaries could reasonably be
        expected to have a material adverse effect to the best knowledge of such
        counsel, no such proceedings are threatened or contemplated by
        governmental authorities or threatened by others.



                                                                         Page 45

(xx)    except as disclosed in the Offering Memorandum and the audited annual
        financial statements of the Company, no assets of the Company or any of
        its South African Material Subsidiaries is subject to any mortgages,
        security interests, pledges, liens or encumbrances.



                                                                         Page 46

                                   SCHEDULE C

                     OPINION OF U.S. COUNSEL TO THE COMPANY

(i)     Each of the Indenture, Purchase Agreement and Registration Rights
        Agreement are valid and binding obligations of the Company enforceable
        against the Company in accordance with their terms, except as such
        enforceability may be limited by applicable bankruptcy, insolvency,
        fraudulent conveyance, reorganisation, moratorium and other similar laws
        affecting the enforcement of creditor's rights generally and by general
        equitable principles;

(ii)    when the Notes to be issued by the Company under the Indenture are
        executed by the Company and authenticated by the Trustee in accordance
        with the Indenture and delivered to the Initial Purchaser against
        payment therefor in accordance with the terms of this Agreement and the
        Indenture, the Notes will be valid and binding obligations of the
        Company, enforceable against the Company in accordance with their terms,
        except as such enforceability may be limited by applicable bankruptcy,
        insolvency, fraudulent conveyance, reorganisation, moratorium and other
        similar laws affecting the enforcement of creditor's rights generally
        and by general equitable principles, and will be entitled to the
        benefits of the Indenture; and the Notes conform in all material
        respects to the description thereof in the Offering Memorandum;

(iii)   the execution and delivery by the Company of, and the performance by the
        Company of its obligations under each of the Indenture, Purchase
        Agreement and Registration Rights Agreement to the best of our knowledge
        (it being recorded that we are not required to make any independent
        investigation in order to establish such knowledge), and the issuance
        and delivery of the Notes to be delivered pursuant to the Purchase
        Agreement, will not contravene any provision of applicable U.S. law;
        provided, that such counsel is not required to opine on the
        qualification of the Indenture under applicable law or the obligations
        of the Company with respect to the registration statement to be filed
        under the Registration Rights Agreement;

(iv)    the choice of law provision set forth in the Indenture, Purchase
        Agreement and Registration Rights Agreement will be recognized by New
        York courts subject to all applicable pleading requirements; the
        irrevocable submission by the Company to the jurisdiction of any state
        or federal court in the United States in any action arising out of or
        based upon the Indenture, Purchase Agreement or Registration Rights
        Agreement or the transactions contemplated hereby, the waiving by the
        Company of any objection to the venue of any such action in any



                                                                         Page 47

        such court and the agreement of the Company that the Indenture, Purchase
        Agreement and Registration Rights Agreement shall be governed and
        construed in accordance with the laws of the State of New York, are
        legal, valid and binding in the State of New York;

(v)     no consent, approval, authorization, license, registration, or
        qualification or order of any federal or New York court or governmental
        agency or regulatory body is required for the due authorization,
        execution, delivery or performance by the Company of its obligations
        under the Purchase Agreement, the Indenture, the Registration Rights
        Agreement or the Securities except such as may be required by the
        securities or Blue Sky laws of the various states in connection with the
        offer and sale of the Securities (except, other than as set forth in
        paragraph (viii) below, we give no opinion as to registration of the
        Securities under the Securities Act and the qualification of the
        Indenture under the Trust Indenture Act of 1939, as amended);

(vi)    the Company is not an "investment company" or an entity controlled by an
        "investment company" as such terms are defined in the Investment Company
        Act of 1940, as amended;

(vii)   the statements in the Offering Memorandum under the caption "Certain
        Income Tax Consequences" insofar as such statements constitute a summary
        of the United States federal tax laws referred to therein, fairly
        summarize the matters referred to therein in all material respects; and
        assuming (i) the Initial Purchaser is a "qualified institutional buyer"
        within the meaning of Rule 144A of the Securities Act and (ii) the
        accuracy of the representations and warranties and compliance with the
        agreements of the Company in Section 6(x) of the Purchase Agreement and
        of the Initial Purchaser in Section 7 of the Purchase Agreement, it is
        not necessary in connection with the offer, sale and delivery of the
        Securities to the Initial Purchaser under the Purchase Agreement or in
        connection with the initial resale of the Securities by the Initial
        Purchaser in accordance with Section 7 of the Purchase Agreement and the
        Offering Memorandum to register the Securities under the Act, or to
        qualify the Indenture under the Trust Indenture Act of 1939, as amended,
        it being understood that no opinion is expressed as to any subsequent
        resale of any of the Notes or the Ordinary Shares or ADRs issuable upon
        conversion of any of the Notes.



                                                                         Page 48

                                   SCHEDULE D

M.M. Wellesley-Wood
I.L. Murray
F.H. Coetzee
D.C. Baker
G.C. Campbell
N. Goodwin
R.P. Hume
M.P. Ncholo

B. Beer
A. Beyers
H. Botes
E. de Beer
J. H. Dissel
M. A. Eloff
J. Engels
C. Halsey
B. Morton
D. vanden Bergh



                                                                         Page 49

                                   SCHEDULE E

The net proceeds of approximately US$57 million from the sale of the Notes will
be used as follows: US$15 million for capital expenditure to upgrade and improve
the Company's metallurgical plants and expand the Company's mining operations,
approximately US$15 million for the acquisition of gold producing businesses or
companies, approximately US$15 million for mining exploration and resource
evaluation in South Africa including the Argonaut Project, approximately US$8
million for capital expenditures designed to reduce administrative and
protection costs and the remainder for general corporate purposes involving
working capital.

EX-2.4

                                                                     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.



     "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

                                        2


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.

                                        3


     "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);

                                        4


                       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:

                                        5


                 (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

                                        6


                       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

                                        7


     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

                                        8


     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.

                                        9


     (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

                                       10


     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


     (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


                (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


     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


     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


     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


     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


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


     (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


     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


                                    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.



                                    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:             ____________________________________



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: ______________________________



           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



     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).



                                                               Amount and Name of            Price or Other
      Date of Purchase                   Seller                    Securities                Consideration
- ------------------------------------------------------------------------------------------------------------------
                                                                                    
- ------------------------------------------------------------------------------------------------------------------

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

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

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




     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,



            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:



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

            Attention: Steven Suzzan



                                                                      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



               (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.

EX-2.5

                                                                  EXHIBIT 2.5

                                FACE OF SECURITY

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO. THE REGISTERED HOLDER HEREOF MAY BE TREATED BY THE
ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO A SUCCESSOR BOOK-ENTRY DEPOSITARY, AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.5 OF THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO DURBAN ROODEPOORT
DEEP, LIMITED OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE SECURITIES EVIDENCED HEREBY, THE ORDINARY SHARES ISSUABLE UPON CONVERSION OF
THE SECURITIES EVIDENCED HEREBY, AND THE ORDINARY SHARES WHICH WILL BE
REPRESENTED BY ADSS ISSUABLE UPON CONVERSION OF THE SECURITIES EVIDENCED HEREBY,
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (a) IT IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A "QIB") OR (b) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (a) TO DURBAN ROODEPOORT DEEP, LIMITED
OR ANY SUBSIDIARY THEREOF, (b) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON
(EXCEPT A SOUTH AFRICAN RESIDENT) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S, (c) IN ACCORDANCE WITH RULE 144A TO A
PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY
BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN
THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT OR (e) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF THE
CASES (a) THROUGH (e) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER (AS APPLICABLE) ANY TRANSFER OF THIS
SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.




                         DURBAN ROODEPOORT DEEP, LIMITED

                       6% SENIOR CONVERTIBLE NOTE DUE 2006

No. R-1                                                        U.S.$61,500,000

CUSIP No. 266597 AA 1

     Durban Roodepoort Deep, Limited, a corporation incorporated under the laws
of the Republic of South Africa (herein called the "COMPANY", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to Cede & Co. or registered
assigns 102.5% of the principal sum of SIXTY ONE MILLION FIVE HUNDRED THOUSAND
United States Dollars (U.S.$61,500,000) (which principal amount may from time to
time be increased or decreased to such other principal amounts (which, taken
together with the principal amounts of all other Outstanding Securities, shall
not exceed U.S.$66 million in the aggregate at any time) by adjustments endorsed
by the Trustee as defined below) on or before the fifth Business Day after
November 12, 2006 and to pay interest on such principal amount, from November
12, 2002, or from the most recent Interest Payment Date (as defined below) to
which interest has been paid or duly provided for, semi-annually in arrears on
May 12 and November 12 in each year (each, an "INTEREST PAYMENT DATE"),
commencing May 12, 2003, at the rate of 6% per annum, until the principal hereof
is due, and at the rate of 6.557% on any unpaid principal amount after November
12, 2006 until paid, and, to the extent permitted by law, on any unpaid interest
amount after November 12, 2006 until paid. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the 1st day of May or
the 1st day of November (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on the relevant Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Company, notice whereof shall be given to Holders of Definitive Securities not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Original
Issue Discount will accrue from the date of issuance of this Security through
November 12, 2006, or such earlier date upon which this Security is redeemed,
repurchased or converted. Payments of principal and Original Issue Discount
shall be made upon the surrender of this Security at the option of the Holder at
the Corporate Trust Office of the Trustee, or at such other office or agency of
the Company as may be designated by it for such purpose in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, or at such other offices or
agencies as the Company may designate, by wire transfer of same-day funds to a
Dollar account maintained by the payee with a bank (except with respect to any
portion of such principal and Original Issue Discount which the Company elects
to repay in Ordinary Shares or ADSs, as provided herein and in the Indenture).
Payment of interest on this




Security will be made by wire transfer of same-day funds to a Dollar account
maintained by the payee with a bank.

     Except as specifically provided herein and in the Indenture, the Company
shall not be required to make any payment with respect to any tax, assessment or
other governmental charge imposed by any government or any political subdivision
or taxing authority thereof or therein.

     All terms used in this Security which are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.




     IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed.


                                     DURBAN ROODEPOORT DEEP, LIMITED


                                       By: /s/ Ian Murray
                                           --------------
                                       Name: Ian Murray
                                       Title: Chief Financial Officer
Attest:

/s/ Nicola Marguerite Malan
- ---------------------------
Name: Nicola Marguerite Malan
Title: Notary Public
                                       By: /s/ Mark Wellesley-Wood
                                           -----------------------
                                          Name Mark Wellesley-Wood
                                          Title: Chairman and Chief Executive
                                                 Officer
Attest:

/s/ Nicola Marguerite Malan
- ---------------------------
Name: Nicola Marguerite Malan
Title: Notary Public
                                       By: /s/ Maryna Eloff
                                           ----------------
                                          Name: Maryna Eloff
                                          Title: Group Company Secretary
Attest:

/s/ Nicola Marguerite Malan
- ---------------------------
Name: Nicola Marguerite Malan
Title: Notary Public

Dated: November 12, 2002

      This is one of the Securities referred to in the within-mentioned
Indenture, and is entitled to the benefits of the Indenture.


                                    THE BANK OF NEW YORK, as Trustee


                                    By: /s/ Alison Mitchell
                                        -------------------
                                        Authorized Signatory




                               REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the
Company designated as its "6% Senior Convertible Notes due 2006" (herein called
the "SECURITIES"), limited in aggregate principal amount to U.S.$66 million,
issued and to be issued under an Indenture, dated as of November 12, 2002
(herein called the "INDENTURE"), between the Company and The Bank of New York,
as Trustee (herein called the "TRUSTEE", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

     The Securities will be senior, unsecured obligations of the Company and
will rank PARI PASSU to all present and future indebtedness of the Company.

     No sinking fund is provided for the Securities.

     In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

     Notice to the Holders will be given not less than 30 nor more than 60 days
prior to the applicable Redemption Date as provided in the Indenture.

     In any case where the due date for the payment of the principal of, accrued
Original Issue Discount on or interest on any Security or the last day on which
a Holder of a Security has a right to convert his Security shall be, at any
Place of Payment or Place of Conversion, as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, accrued Original Issue Discount or interest, or delivery for
conversion of such Security need not be made on or by such date at such place
but may be made on or by the next succeeding day at such place which is not a
day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the date
for such payment or the date fixed for redemption or repurchase, or by such last
day for conversion, and no interest shall accrue on the amount so payable for
the period from and after such due date.

     The Securities are subject to redemption at the option of the Company at
any time on or after November 12, 2005, in whole or in part, upon not less than
30 nor more than 60 days' notice to the Holders prior to the Redemption Date, at
a redemption price equal to 100% of the principal amount of the Securities
redeemed, plus accrued Original Issue Discount, plus accrued and unpaid
interest, if any, to, but excluding, the Redemption Date. The Company may only
exercise this option during this period if (1) the closing price of the
Company's ADSs on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq
SmallCap Market, such other national securities exchange upon which the ADSs may
then be listed or otherwise in the over-the-counter market, as applicable) has
exceeded 150% of the conversion price of the Securities then




in effect for at least 20 trading days within a period of 30 consecutive trading
days ending on the trading day immediately before the date of mailing of the
notice of redemption and (2) the registration statement filed with the U.S.
Securities and Exchange Commission with respect to the Securities is effective
and available for use, and the Company expects that such registration statement
shall remain effective and available for use for 30 days following the
Redemption Date, unless registration is no longer required.

     In the event that the Company is required to make any withholding or
deduction for or on account of any taxes imposed by the Republic of South Africa
(or any political subdivision or taxing authority thereof or therein) from any
payment made under or with respect to the Securities, the Company shall pay such
additional amounts of interest as may be necessary so that the net amount
received by each Holder (including such additional amounts of interest) will not
be less than the amount the Holder would have received had such taxes not been
withheld or deducted; PROVIDED, HOWEVER, that no such additional amounts will be
payable with respect to a payment made to a non-resident Holder if any of the
conditions described in Section 13.1 of the Indenture are met.

     The Securities are subject to redemption at the option of the Company, in
whole but not in part, upon not less than 30 nor more than 60 days' notice to
the Holders prior to the Redemption Date, in cash in U.S. Dollars at a
redemption price equal to 100% of the principal amount of the Securities, plus
accrued Original Issue Discount, plus accrued and unpaid interest, if any, to,
but excluding, the Redemption Date, in the event that the Company has become or
would become obligated to pay, on the next date on which any amount would be
payable to the Holders under the Indenture or with respect to the Securities,
any additional amounts of interest as a result of any change in, or amendment
to, the laws (or any regulations promulgated thereunder) of the Republic of
South Africa (or any political subdivision or taxing authority thereof or
therein), or any change in, or amendment to, any official position regarding the
application or interpretation of such laws or regulations, which change or
amendment is announced or becomes effective on or after November 4, 2002;
PROVIDED, HOWEVER, that the Company determines, in its business judgment, that
the obligation to pay such additional amounts of interest cannot be avoided by
the use of reasonable measures available to it (not including substitution of
the obligor under the Securities). Any such redemption shall be effected in
accordance with the provisions of Article 10 of the Indenture.

     Subject to and upon compliance with the provisions of Article 11 of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof (but not accrued Original Issue Discount thereon)
that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted into
fully paid and nonassessable Ordinary Shares, or, at the election of the Holder,
ADSs representing a like number of Ordinary Shares, at the initial conversion
rate of 266.6667 Ordinary Shares per U.S.$1,000 principal amount of Securities
(subject to adjustment pursuant to Section 11.4 of the Indenture), which is
equivalent to an initial conversion price of approximately $3.75 per Ordinary
Share. Such conversion right shall commence upon the original issuance of the
Securities and expire at the close of business on November 12, 2006, subject, in
the case of conversion of beneficial interests in any Global Security, to any
Applicable Procedures. In case a Security or portion thereof is called for
redemption at the election of the Company or the Holder thereof exercises its
right to require the Company to repurchase the Security, such conversion right
in respect of the Security, or portion thereof so




called, shall expire at the close of business on the Business Day immediately
preceding the Redemption Date or Repurchase Date, as the case may be, unless the
Company defaults in making the payment due upon redemption or repurchase, as the
case may be (in each case subject as aforesaid to any Applicable Procedures with
respect to any Global Security).

     A Holder of Securities shall not be entitled to any rights of a holder of
Ordinary Shares or ADSs until such holder has converted such Security into
Ordinary Shares or ADSs, and only to the extent that such Securities are deemed
to have been converted into Ordinary Shares or ADSs under Article 11 of the
Indenture.

     In order to exercise the conversion privilege, the Holder of a beneficial
interest in a Global Security to be converted shall deliver to the Company, at
any office or agency of the Company maintained for that purpose pursuant to
Section 9.2 of the Indenture, a duly signed and completed conversion notice
substantially in the form set forth in EXHIBIT D of the Indenture stating that
the Holder elects to convert such beneficial interest in the Global Security or,
if less than the entire principal amount thereof is to be converted, the portion
thereof to be converted, whereupon the Company shall, as promptly as practicable
but in any event within 14 days of its receipt of such duly signed and completed
conversion notice, cause such conversion to occur in accordance with the
customary procedures of the Book-Entry Depositary. Each beneficial interest in a
Global Security so surrendered for conversion (in whole or in part) during the
period from the close of business on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except in the case of any Security or portion thereof that has been
called for redemption on a Redemption Date, or is to be repurchased on a
Repurchase Date, with the consequence that the conversion right of such Security
would terminate between such Regular Record Date and the close of business on
such Interest Payment Date) be accompanied by payment in New York Clearing House
funds or other funds acceptable to the Company of an amount equal to the
interest and Liquidated Damages, if any, payable on such Interest Payment Date
on the principal amount of such Security (or part thereof, as the case may be)
being surrendered for conversion. The interest and Liquidated Damages, if any,
so payable on such Interest Payment Date, with respect to any Security (or
portion thereof, if applicable) that is surrendered for conversion during the
period from the close of business on any Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date, shall be
paid to the Holder of such Security as of such Regular Record Date. Interest and
Liquidated Damages, if any, payable in respect of any Security surrendered for
conversion on or after an Interest Payment Date shall be paid to the Holder of
such Security as of the next preceding Regular Record Date, notwithstanding the
exercise of the right of conversion. Except as provided in this paragraph and
subject to the last paragraph of Section 3.7 of the Indenture, no cash payment
or adjustment shall be made upon any conversion on account of any interest
accrued from the Interest Payment Date next preceding the conversion date, in
respect of any Security (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Ordinary Shares issued upon
conversion. The Company's delivery to the Holder of the number of Ordinary
Shares (and cash in lieu of fractions thereof, as provided in the Indenture)
into which a Security is convertible and any rights and warrants pursuant to
Section 11.4(13) of the Indenture will be deemed to satisfy the Company's
obligation to pay the principal amount of the Security.




     Securities shall be deemed to have been converted on the day of surrender
of such Securities for conversion in accordance with the foregoing provisions,
and at such time the rights of the Holders of such Securities as Holders shall
cease, and the Person or Persons entitled to receive the Ordinary Shares
issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Ordinary Shares at such time.

     In the case of any Security that is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Company, a
new registered Security or Securities of authorized denominations in an
aggregate principal amount equal to the unconverted portion of the principal
amount of such Security. A Security may be converted in part, but only if the
principal amount of such Security to be converted is any integral multiple of
U.S.$1,000 and the principal amount of such security to remain Outstanding after
such conversion is equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in
excess thereof.

     In the event that a Change in Control shall occur, then each Holder shall
have the right, at the Holder's option, but subject to the provisions of Section
12.2 of the Indenture, to require the Company to repurchase, and upon the
exercise of such right the Company shall repurchase, all of such Holder's
Securities not theretofore called for redemption, or any portion of the
principal amount thereof that is equal to U.S.$1,000 or any greater integral
multiple of U.S.$1,000, on the Repurchase Date at the Repurchase Price (which,
as provided in the Indenture, shall equal to 101% of the principal amount of the
Securities called for redemption, plus accrued Original Issue Discount, plus
accrued interest through the Repurchase Date); PROVIDED, HOWEVER, that
installments of interest on Securities whose Stated Maturity is on or prior to
the Repurchase Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Record Date
according to the terms hereof and the provisions of Section 3.7 of the
Indenture. Such right to require the repurchase of the Securities shall not
continue after a discharge of the Company from its obligations with respect to
the Securities in accordance with Article 4 of the Indenture, unless a Change in
Control shall have occurred prior to such discharge. At the option of the
Company, the Repurchase Price may be paid in cash or, subject to the fulfillment
by the Company of the conditions set forth in Section 12.2 of the Indenture, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to the Repurchase Price.

     At the option of the Company and upon notice to the Holders given not less
than 40 trading days nor more than 60 trading days prior to the Maturity Date as
provided in the Indenture, on or before the fifth Business Day immediately
following the Maturity Date, the amount of 102.5% of the principal of the
Securities (but not any interest accrued to the Maturity Date) due on the
Maturity Date may, subject to the fulfillment by the Company of the conditions
set forth in Section 3.12 of the Indenture, be paid, in whole or in part, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to such amount due on the
Maturity Date. The delivery of such Ordinary Shares or ADSs shall occur on or
before the fifth Business Day following the Maturity Date.

     For purposes of the preceding two paragraphs, the fair market value of
Ordinary Shares or ADSs shall be determined by the Company and shall be equal to
90% of the Volume Weighted Average Price of the Ordinary Shares or ADSs on The
Nasdaq SmallCap Market (or,




if not listed on The Nasdaq SmallCap Market, such other national securities
exchange upon which the Ordinary Shares or ADSs may then be listed or otherwise
in the over-the-counter market, as applicable) for each of the 30 consecutive
trading days immediately preceding and including the third trading day prior to
the Repurchase Date or date of repayment of 102.5% of the principal of the
Securities.

     In the event of a redemption, repurchase, cancellation or conversion of
this Security in part only, the principal amount of Securities evidenced by this
Security shall be reduced by the principal amount so redeemed, repurchased,
cancelled or converted. Thereafter, the Securities represented by this Security
shall be the principal amount of Securities most recently entered by or on
behalf of the Company in the relevant column in SCHEDULE A attached hereto.

     This Security may not be exchanged for Definitive Securities unless: (i)
DTC notifies the Trustee that it is unwilling or unable to continue to hold such
Global Securities, or if at any time DTC is unable to or ceases to be a clearing
agency registered under the Exchange Act and a successor to DTC registered under
the Exchange Act is not appointed by the Trustee at the written request of the
Company within 120 days; (ii) an Event of Default under the Securities occurs,
upon the receipt of the holder of a beneficial interest in the relevant
Securities; or (iii) at any time the Company at its option and in its sole
discretion determines that this Security should be exchanged (in whole but not
in part) for Definitive Securities.

     Transfers of this Security shall be limited to transfers in whole, but not
in part.

     If a holder of an interest in this Security wishes at any time to transfer
such interest to a person who wishes to take delivery thereof in the form of an
interest in the Regulation S Global Security, such holder may transfer such
interest in accordance with the rules and operating procedures of DTC, Euroclear
and Clearstream. Upon (a) notification to the Trustee by the custodian of this
Security for DTC and the common depositary for Euroclear and Clearstream and (b)
receipt by the Trustee of a certificate in the form of EXHIBIT F to the
Indenture given by the holder of such interest, the transfer of interest from
this Security to the Regulation S Global Security shall be effected by a
reduction in the aggregate principal amount of Securities represented by this
Security and the corresponding reduction or increase in the aggregate principal
amount of Securities represented by the Regulation S Global Security.

     If an Event of Default (other than that specified in Section 5.1(6) or
5.1(7) of the Indenture) shall occur and be continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture, and upon any such declaration such principal and all accrued interest
thereon shall become immediately due and payable. If an Event of Default
specified in Section 5.1(6) or 5.1(7) of the Indenture occurs, the principal of,
and accrued interest on, all of the Securities shall ipso facto become
immediately due and payable without any declaration or other Act of the Holder
or any act on the part of the Trustee.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with




the written consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security or such other
Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default, the Holders of not less
than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, accrued Original Issue Discount or interest hereon
on or after the respective due dates expressed herein or for the enforcement of
the right to convert this Security as provided in the Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, Original Issue Discount on
and interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

     The Holder of this Security (including any person that has a beneficial
interest in this Global Security) and the Ordinary Shares and ADSs issuable upon
conversion hereof is entitled to the benefits of a Registration Rights
Agreement, dated as of November 12, 2002, executed by the Company. Pursuant to
the Registration Rights Agreement, Liquidated Damages may be payable to the
Holders under the circumstances set forth therein. Whenever in this Security
there is a reference, in any context, to the payment of the principal of,
Original Issue Discount on or interest (including Additional Amounts, if any)
on, or in respect of, this Security, such mention shall be deemed to include
mention of the payment of Liquidated Damages payable as described in the
Registration Rights Agreement to the extent that, in such context, Liquidated
Damages are, were or would be payable in respect of this Security pursuant to
the Registration Rights Agreement, and an express mention of the payment of
Liquidated Damages (if applicable) in any provisions of this Security shall not
be construed as excluding Liquidated Damages in those provisions of this
Security where such express mention is not made. Liquidated Damages, if any,
shall be paid on a Damages Payment Date, as defined in the Registration Rights
Agreement. If the Holder of this Security (including any person that has a
beneficial interest in this Global Security) elects to sell this Security
pursuant to the Registration Statement then, by its acceptance hereof, such
Holder agrees to be bound by the terms of the Registration Rights Agreement
relating to the Registrable Securities, as defined in the Registration Rights




Agreement, which are the subject of such election. Upon the effectiveness of a
registration statement or the Registration Statement and the sale or other
transfer of a beneficial interest in this Security in connection therewith, the
Company shall issue and upon receipt of an authentication order in accordance
with the Indenture, the Trustee or its agent shall authenticate one or more
Unrestricted Global Securities in an initial aggregate principal amount equal to
the principal amount of the beneficial interest so transferred.

     Any beneficial interest in this Security that is transferred to a person
who takes delivery in the form of an interest in another Global Security will,
upon transfer, cease to be an interest in this Security and become an interest
in such other Global Security and, accordingly, will thereafter be subject to
all transfer restrictions, if any, and other procedures or conditions applicable
to beneficial interests in such other Global Security for as long as it remains
such an interest.

     Interest payable in respect of any period which is not a full interest
period will be calculated on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the number of days elapsed.

     An incorporator or any past, present or future director, officer, employee
or shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under this Security or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting this Security, each Holder shall waive and release all such liability.
Such waiver and release is part of the consideration for the issue of this
Security.

     The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, United States of America,
without regard to the conflicts of laws principles thereof.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.




                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

     The initial principal amount of this Security shall be U.S.$61,500,000. The
following decreases/increases in the principal amount of this Security have been
made:



Date of Decrease/    Decrease in         Increase in         Total Principal Amount    Notation made by or
Increase             Principal Amount    Principal Amount    Following such            on Behalf of Trustee
                                                             Decrease/Increase
                                                                           

__________________   __________________  __________________  ________________________  ________________________

__________________   __________________  __________________  ________________________  ________________________

__________________   __________________  __________________  ________________________  ________________________

__________________   __________________  __________________  ________________________  ________________________

__________________   __________________  __________________  ________________________  ________________________

__________________   __________________  __________________  ________________________  ________________________

EX-2.6

                                                                     EXHIBIT 2.6

                                FACE OF SECURITY

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO. THE REGISTERED HOLDER HEREOF MAY BE TREATED BY THE
ISSUER, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY
FOR ALL PURPOSES. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO A SUCCESSOR BOOK-ENTRY DEPOSITARY, AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.5 OF THE INDENTURE.

THE SECURITIES EVIDENCED HEREBY, THE ORDINARY SHARES ISSUABLE UPON CONVERSION OF
THE SECURITIES EVIDENCED HEREBY, AND THE ORDINARY SHARES WHICH WILL BE
REPRESENTED BY ADSS ISSUABLE UPON CONVERSION OF THE SECURITIES EVIDENCED HEREBY,
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (a) IT IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT (A "QIB") OR (b) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY EXCEPT (a) TO DURBAN ROODEPOORT DEEP, LIMITED
OR ANY SUBSIDIARY THEREOF, (b) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON
(EXCEPT A SOUTH AFRICAN RESIDENT) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S, (c) IN ACCORDANCE WITH RULE 144A TO A
PERSON WHOM THE SELLER AND ANY PERSON ACTING ON BEHALF OF THE SELLER REASONABLY
BELIEVE IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS GIVEN
THAT SUCH OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT OR (e) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF THE
CASES (a) THROUGH (e) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON
TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER (AS APPLICABLE) ANY TRANSFER OF THIS
SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.







                         DURBAN ROODEPOORT DEEP, LIMITED

                       6% SENIOR CONVERTIBLE NOTE DUE 2006


No. R-2                                                           U.S.$4,500,000

ISIN No. XS0157544866
Common Code No. 015754486

         Durban Roodepoort Deep, Limited, a corporation incorporated under the
laws of the Republic of South Africa (herein called the "COMPANY", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to The Bank of New York
Depository (Nominees) Limited or registered assigns 102.5% of the principal sum
of FOUR MILLION FIVE HUNDRED THOUSAND United States Dollars (U.S.$ 4,500,000)
(which principal amount may from time to time be increased or decreased to such
other principal amounts (which, taken together with the principal amounts of all
other Outstanding Securities, shall not exceed U.S.$66 million in the aggregate
at any time) by adjustments endorsed by the Trustee as defined below) on or
before the fifth Business Day after November 12, 2006 and to pay interest on
such principal amount, from November 12, 2002, or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided
for, semi-annually in arrears on May 12 and November 12 in each year (each, an
"INTEREST PAYMENT DATE"), commencing May 12, 2003, at the rate of 6% per annum,
until the principal hereof is due, and at the rate of 6.557% on any unpaid
principal amount after November 12, 2006 until paid, and, to the extent
permitted by law, on any unpaid interest amount after November 12, 2006 until
paid. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the 1st day of May or the 1st day of November (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on the relevant Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Company, notice whereof shall be
given to Holders of Definitive Securities not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. Original Issue Discount
will accrue from the date of issuance of this Security through November 12,
2006, or such earlier date upon which this Security is redeemed, repurchased or
converted. Payments of principal and Original Issue Discount shall be made upon
the surrender of this Security at the option of the Holder at the Corporate
Trust Office of the Trustee, or at such other office or agency of the Company as
may be designated by it for such purpose in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, or at such other offices or agencies as the
Company may designate, by wire transfer of same-day funds to a Dollar account
maintained by the payee with a



bank (except with respect to any portion of such principal and Original Issue
Discount which the Company elects to repay in Ordinary Shares or ADSs, as
provided herein and in the Indenture). Payment of interest on this Security will
be made by wire transfer of same-day funds to a Dollar account maintained by the
payee with a bank.

         Except as specifically provided herein and in the Indenture, the
Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein.

         All terms used in this Security which are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof or an Authenticating Agent by the
manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.







         IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed.


                                              DURBAN ROODEPOORT DEEP, LIMITED


                                                  By: /s/ Ian Murray
                                                  ------------------------------
                                                  Name: Ian Murray
                                                  Title: Chief Financial Officer
Attest:

/s/ Nicola Marguerite Malan
- ---------------------------
Name: Nicola Marguerite Malan
Title: Notary Public
                                                  By: /s/ Mark Wellesley-Wood
                                                  ------------------------------
                                                  Name  Mark Wellesley-Wood
                                                  Title: Chairman and Chief
                                                         Executive Officer
Attest:

/s/ Nicola Marguerite Malan
- ---------------------------
Name: Nicola Marguerite Malan
Title: Notary Public
                                                  By: /s/ Maryna Eloff
                                                  ------------------------------
                                                  Name: Maryna Eloff
                                                  Title: Group Company Secretary
Attest:

/s/ Nicola Marguerite Malan
- ---------------------------
Name: Nicola Marguerite Malan
Title: Notary Public

Dated: November 12, 2002

         This is one of the Securities referred to in the within-mentioned
Indenture, and is entitled to the benefits of the Indenture.


                                              THE BANK OF NEW YORK, as Trustee


                                                  By: /s/ Alison Mitchell
                                                  -----------------------
                                                  Authorized Signatory




                               REVERSE OF SECURITY

         This Security is one of a duly authorized issue of securities of the
Company designated as its "6% Senior Convertible Notes due 2006" (herein called
the "SECURITIES"), limited in aggregate principal amount to U.S.$66 million,
issued and to be issued under an Indenture, dated as of November 12, 2002
(herein called the "INDENTURE"), between the Company and The Bank of New York,
as Trustee (herein called the "TRUSTEE", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

         The Securities will be senior, unsecured obligations of the Company and
will rank PARI PASSU to all present and future indebtedness of the Company.

         No sinking fund is provided for the Securities.

         In the event of a redemption of the Securities, the Company will not be
required (a) to register the transfer or exchange of Securities for a period of
15 days immediately preceding the date notice is given identifying the serial
numbers of the Securities called for such redemption; or (b) to register the
transfer or exchange of any Security, or portion thereof, called for redemption.

         Notice to the Holders will be given not less than 30 nor more than 60
days prior to the applicable Redemption Date as provided in the Indenture.

         In any case where the due date for the payment of the principal of,
accrued Original Issue Discount on or interest on any Security or the last day
on which a Holder of a Security has a right to convert his Security shall be, at
any Place of Payment or Place of Conversion, as the case may be, a day on which
banking institutions at such Place of Payment or Place of Conversion are
authorized or obligated by law or executive order to close, then payment of
principal, accrued Original Issue Discount or interest, or delivery for
conversion of such Security need not be made on or by such date at such place
but may be made on or by the next succeeding day at such place which is not a
day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the date
for such payment or the date fixed for redemption or repurchase, or by such last
day for conversion, and no interest shall accrue on the amount so payable for
the period from and after such due date.

         The Securities are subject to redemption at the option of the Company
at any time on or after November 12, 2005, in whole or in part, upon not less
than 30 nor more than 60 days' notice to the Holders prior to the Redemption
Date, at a redemption price equal to 100% of the principal amount of the
Securities redeemed, plus accrued Original Issue Discount, plus accrued and
unpaid interest, if any, to, but excluding, the Redemption Date. The Company may
only exercise this option during this period if (1) the closing price of the
Company's ADSs on The Nasdaq SmallCap Market (or, if not listed on The Nasdaq
SmallCap Market, such other national securities exchange upon which the ADSs may
then be listed or otherwise in the over-the-counter market, as applicable) has
exceeded 150% of the conversion price of the Securities then



in effect for at least 20 trading days within a period of 30 consecutive trading
days ending on the trading day immediately before the date of mailing of the
notice of redemption and (2) the registration statement filed with the U.S.
Securities and Exchange Commission with respect to the Securities is effective
and available for use, and the Company expects that such registration statement
shall remain effective and available for use for 30 days following the
Redemption Date, unless registration is no longer required.

         In the event that the Company is required to make any withholding or
deduction for or on account of any taxes imposed by the Republic of South Africa
(or any political subdivision or taxing authority thereof or therein) from any
payment made under or with respect to the Securities, the Company shall pay such
additional amounts of interest as may be necessary so that the net amount
received by each Holder (including such additional amounts of interest) will not
be less than the amount the Holder would have received had such taxes not been
withheld or deducted; PROVIDED, HOWEVER, that no such additional amounts will be
payable with respect to a payment made to a non-resident Holder if any of the
conditions described in Section 13.1 of the Indenture are met.

         The Securities are subject to redemption at the option of the Company,
in whole but not in part, upon not less than 30 nor more than 60 days' notice to
the Holders prior to the Redemption Date, in cash in U.S. Dollars at a
redemption price equal to 100% of the principal amount of the Securities, plus
accrued Original Issue Discount, plus accrued and unpaid interest, if any, to,
but excluding, the Redemption Date, in the event that the Company has become or
would become obligated to pay, on the next date on which any amount would be
payable to the Holders under the Indenture or with respect to the Securities,
any additional amounts of interest as a result of any change in, or amendment
to, the laws (or any regulations promulgated thereunder) of the Republic of
South Africa (or any political subdivision or taxing authority thereof or
therein), or any change in, or amendment to, any official position regarding the
application or interpretation of such laws or regulations, which change or
amendment is announced or becomes effective on or after November 4, 2002;
PROVIDED, HOWEVER, that the Company determines, in its business judgment, that
the obligation to pay such additional amounts of interest cannot be avoided by
the use of reasonable measures available to it (not including substitution of
the obligor under the Securities). Any such redemption shall be effected in
accordance with the provisions of Article 10 of the Indenture.

         Subject to and upon compliance with the provisions of Article 11 of the
Indenture, at the option of the Holder thereof, any Security or any portion of
the principal amount thereof (but not accrued Original Issue Discount thereon)
that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted into
fully paid and nonassessable Ordinary Shares, or, at the election of the Holder,
ADSs representing a like number of Ordinary Shares, at the initial conversion
rate of 266.6667 Ordinary Shares per U.S.$1,000 principal amount of Securities
(subject to adjustment pursuant to Section 11.4 of the Indenture), which is
equivalent to an initial conversion price of approximately $3.75 per Ordinary
Share. Such conversion right shall commence upon the original issuance of the
Securities and expire at the close of business on November 12, 2006, subject, in
the case of conversion of beneficial interests in any Global Security, to any
Applicable Procedures. In case a Security or portion thereof is called for
redemption at the election of the Company or the Holder thereof exercises its
right to require the Company to repurchase the Security, such conversion right
in respect of the Security, or portion thereof so



called, shall expire at the close of business on the Business Day immediately
preceding the Redemption Date or Repurchase Date, as the case may be, unless the
Company defaults in making the payment due upon redemption or repurchase, as the
case may be (in each case subject as aforesaid to any Applicable Procedures with
respect to any Global Security).

         A Holder of Securities shall not be entitled to any rights of a holder
of Ordinary Shares or ADSs until such holder has converted such Security into
Ordinary Shares or ADSs, and only to the extent that such Securities are deemed
to have been converted into Ordinary Shares or ADSs under Article 11 of the
Indenture.

         In order to exercise the conversion privilege, the Holder of a
beneficial interest in a Global Security to be converted shall deliver to the
Company, at any office or agency of the Company maintained for that purpose
pursuant to Section 9.2 of the Indenture, a duly signed and completed conversion
notice substantially in the form set forth in EXHIBIT D of the Indenture stating
that the Holder elects to convert such beneficial interest in the Global
Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted, whereupon the Company shall, as
promptly as practicable but in any event within 14 days of its receipt of such
duly signed and completed conversion notice, cause such conversion to occur in
accordance with the customary procedures of the Book-Entry Depositary. Each
beneficial interest in a Global Security so surrendered for conversion (in whole
or in part) during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date shall (except in the case of any Security or portion
thereof that has been called for redemption on a Redemption Date, or is to be
repurchased on a Repurchase Date, with the consequence that the conversion right
of such Security would terminate between such Regular Record Date and the close
of business on such Interest Payment Date) be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Company of an amount equal
to the interest and Liquidated Damages, if any, payable on such Interest Payment
Date on the principal amount of such Security (or part thereof, as the case may
be) being surrendered for conversion. The interest and Liquidated Damages, if
any, so payable on such Interest Payment Date, with respect to any Security (or
portion thereof, if applicable) that is surrendered for conversion during the
period from the close of business on any Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date, shall be
paid to the Holder of such Security as of such Regular Record Date. Interest and
Liquidated Damages, if any, payable in respect of any Security surrendered for
conversion on or after an Interest Payment Date shall be paid to the Holder of
such Security as of the next preceding Regular Record Date, notwithstanding the
exercise of the right of conversion. Except as provided in this paragraph and
subject to the last paragraph of Section 3.7 of the Indenture, no cash payment
or adjustment shall be made upon any conversion on account of any interest
accrued from the Interest Payment Date next preceding the conversion date, in
respect of any Security (or part thereof, as the case may be) surrendered for
conversion, or on account of any dividends on the Ordinary Shares issued upon
conversion. The Company's delivery to the Holder of the number of Ordinary
Shares (and cash in lieu of fractions thereof, as provided in the Indenture)
into which a Security is convertible and any rights and warrants pursuant to
Section 11.4(13) of the Indenture will be deemed to satisfy the Company's
obligation to pay the principal amount of the Security.



         Securities shall be deemed to have been converted on the day of
surrender of such Securities for conversion in accordance with the foregoing
provisions, and at such time the rights of the Holders of such Securities as
Holders shall cease, and the Person or Persons entitled to receive the Ordinary
Shares issuable upon conversion shall be treated for all purposes as the record
holder or holders of such Ordinary Shares at such time.

         In the case of any Security that is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and make
available for delivery to the Holder thereof, at the expense of the Company, a
new registered Security or Securities of authorized denominations in an
aggregate principal amount equal to the unconverted portion of the principal
amount of such Security. A Security may be converted in part, but only if the
principal amount of such Security to be converted is any integral multiple of
U.S.$1,000 and the principal amount of such security to remain Outstanding after
such conversion is equal to U.S.$1,000 or any integral multiple of U.S.$1,000 in
excess thereof.

         In the event that a Change in Control shall occur, then each Holder
shall have the right, at the Holder's option, but subject to the provisions of
Section 12.2 of the Indenture, to require the Company to repurchase, and upon
the exercise of such right the Company shall repurchase, all of such Holder's
Securities not theretofore called for redemption, or any portion of the
principal amount thereof that is equal to U.S.$1,000 or any greater integral
multiple of U.S.$1,000, on the Repurchase Date at the Repurchase Price (which,
as provided in the Indenture, shall equal to 101% of the principal amount of the
Securities called for redemption, plus accrued Original Issue Discount, plus
accrued interest through the Repurchase Date); PROVIDED, HOWEVER, that
installments of interest on Securities whose Stated Maturity is on or prior to
the Repurchase Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Record Date
according to the terms hereof and the provisions of Section 3.7 of the
Indenture. Such right to require the repurchase of the Securities shall not
continue after a discharge of the Company from its obligations with respect to
the Securities in accordance with Article 4 of the Indenture, unless a Change in
Control shall have occurred prior to such discharge. At the option of the
Company, the Repurchase Price may be paid in cash or, subject to the fulfillment
by the Company of the conditions set forth in Section 12.2 of the Indenture, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to the Repurchase Price.

         At the option of the Company and upon notice to the Holders given not
less than 40 trading days nor more than 60 trading days prior to the Maturity
Date as provided in the Indenture, on or before the fifth Business Day
immediately following the Maturity Date, the amount of 102.5% of the principal
of the Securities (but not any interest accrued to the Maturity Date) due on the
Maturity Date may, subject to the fulfillment by the Company of the conditions
set forth in Section 3.12 of the Indenture, be paid, in whole or in part, by
delivery of Ordinary Shares or ADSs or in a combination of cash and Ordinary
Shares or ADSs having a fair market value equal to such amount due on the
Maturity Date. The delivery of such Ordinary Shares or ADSs shall occur on or
before the fifth Business Day following the Maturity Date.

         For purposes of the preceding two paragraphs, the fair market value of
Ordinary Shares or ADSs shall be determined by the Company and shall be equal to
90% of the Volume Weighted Average Price of the Ordinary Shares or ADSs on The
Nasdaq SmallCap Market (or,



if not listed on The Nasdaq SmallCap Market, such other national securities
exchange upon which the Ordinary Shares or ADSs may then be listed or otherwise
in the over-the-counter market, as applicable) for each of the 30 consecutive
trading days immediately preceding and including the third trading day prior to
the Repurchase Date or date of repayment of 102.5% of the principal of the
Securities.

         In the event of a redemption, repurchase, cancellation or conversion of
this Security in part only, the principal amount of Securities evidenced by this
Security shall be reduced by the principal amount so redeemed, repurchased,
cancelled or converted. Thereafter, the Securities represented by this Security
shall be the principal amount of Securities most recently entered by or on
behalf of the Company in the relevant column in SCHEDULE A attached hereto.

         This Security may not be exchanged for Definitive Securities unless:
(i) either Clearstream or Euroclear is closed for business for a continuous
period of 14 days (other than by reason of holidays, statutory or otherwise) or
announces an intention permanently to cease business and does in fact do so and
no alternative clearing system satisfactory to the Company is available; (ii) an
Event of Default under the Securities occurs, upon the request of the holder of
a beneficial interest in the relevant Securities; or (iii) at any time the
Company at its option and in its sole discretion determines that this Security
should be exchanged (in whole but not in part) for Definitive Securities.

         Transfers of this Security shall be limited to transfers in whole, but
not in part.

         If a holder of an interest in this Security wishes, at any time prior
to and including the fortieth day after the Closing Date, to transfer such
interest to another person, such holder may transfer such interest in accordance
with the rules and operating procedures of DTC, Euroclear and Clearstream. Upon
(a) notification to the Trustee by the custodian of this Security for DTC and
the common depositary for Euroclear and Clearstream and (b) the delivery of a
certificate from the holder of such interest to the Company and the Trustee that
the sale has been made in compliance with the provisions of Rule 144A to a
transferee who has advised the Company and the Trustee in writing that it is
purchasing the Security for its own account or an account with respect to which
it exercises sole investment discretion and that it and any such account is a
qualified institutional buyer within the meaning of Rule 144A and is aware that
the sale to it is being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Company as it has requested pursuant
to Rule 144A, or has determined not to request such information, and that it is
aware that the transferor is relying upon its foregoing representations in order
to claim the exemption from registration provided by Rule 144A, the transfer of
interest from this Security to the Rule 144A Global Security shall be effected
by a reduction in the aggregate principal amount of Securities represented by
this Security and the corresponding reduction or increase in the aggregate
principal amount of Securities represented by the Rule 144A Global Security.
After the fortieth day after the Closing Date, such certification is not
required in order to transfer an interest in this Security.

         If an Event of Default (other than that specified in Section 5.1(6) or
5.1(7) of the Indenture) shall occur and be continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately in the manner and with the effect provided



in the Indenture, and upon any such declaration such principal and all accrued
interest thereon shall become immediately due and payable. If an Event of
Default specified in Section 5.1(6) or 5.1(7) of the Indenture occurs, the
principal of, and accrued interest on, all of the Securities shall ipso facto
become immediately due and payable without any declaration or other Act of the
Holder or any act on the part of the Trustee.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the written consent of the Holders
of a majority in principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities at the time Outstanding, on
behalf of the Holders of all the Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, the Holders of not
less than 25% in principal amount of the Outstanding Securities shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof, accrued Original Issue Discount or interest hereon
on or after the respective due dates expressed herein or for the enforcement of
the right to convert this Security as provided in the Indenture.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of, Original Issue Discount
on and interest on this Security at the times, places and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the
Indenture.

         The Holder of this Security (including any person that has a beneficial
interest in this Global Security) and the Ordinary Shares and ADSs issuable upon
conversion hereof is entitled to the benefits of a Registration Rights
Agreement, dated as of November 12, 2002, executed by the Company. Pursuant to
the Registration Rights Agreement, Liquidated Damages may be payable to the
Holders under the circumstances set forth therein. Whenever in this Security
there is a reference, in any context, to the payment of the principal of,
Original Issue Discount on or interest (including Additional Amounts, if any)
on, or in respect of, this Security, such mention shall be deemed to include
mention of the payment of Liquidated Damages payable as described in the
Registration Rights Agreement to the extent that, in such context, Liquidated
Damages are,



were or would be payable in respect of this Security pursuant to the
Registration Rights Agreement, and an express mention of the payment of
Liquidated Damages (if applicable) in any provisions of this Security shall not
be construed as excluding Liquidated Damages in those provisions of this
Security where such express mention is not made. Liquidated Damages, if any,
shall be paid on a Damages Payment Date, as defined in the Registration Rights
Agreement. If the Holder of this Security (including any person that has a
beneficial interest in this Global Security) elects to sell this Security
pursuant to the Registration Statement then, by its acceptance hereof, such
Holder agrees to be bound by the terms of the Registration Rights Agreement
relating to the Registrable Securities, as defined in the Registration Rights
Agreement, which are the subject of such election. Upon the effectiveness of a
registration statement or the Registration Statement and the sale or other
transfer of a beneficial interest in this Security in connection therewith, the
Company shall issue and upon receipt of an authentication order in accordance
with the Indenture, the Trustee or its agent shall authenticate one or more
Unrestricted Global Securities in an initial aggregate principal amount equal to
the principal amount of the beneficial interest so transferred.

         Any beneficial interest in this Security that is transferred to a
person who takes delivery in the form of an interest in another Global Security
will, upon transfer, cease to be an interest in this Security and become an
interest in such other Global Security and, accordingly, will thereafter be
subject to all transfer restrictions, if any, and other procedures or conditions
applicable to beneficial interests in such other Global Security for as long as
it remains such an interest.

         Interest payable in respect of any period which is not a full interest
period will be calculated on the basis of a 360-day year of twelve 30-day months
and, in the case of an incomplete month, the number of days elapsed.

         An incorporator or any past, present or future director, officer,
employee or shareholder, as such, of the Company shall not have any liability
for any obligations of the Company under this Security or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting this Security, each Holder shall waive and release all
such liability. Such waiver and release is part of the consideration for the
issue of this Security.

         The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York, United States of America,
without regard to the conflicts of laws principles thereof.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.



                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

         The initial principal amount of this Security shall be U.S.$4,500,000.
The following decreases/increases in the principal amount of this Security have
been made:



Date of Decrease/    Decrease in         Increase in         Total Principal Amount    Notation made by or
Increase             Principal Amount    Principal Amount    Following such            on Behalf of Trustee
                                                             Decrease/Increase
                                                                           

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

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

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

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

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

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

EX-4.35

                                                                    EXHIBIT 4.35

                                                                          Page 1

VOLVO FINANCE


MASTER FINANCE LEASE


Contract No.

THIS AGREEMENT is made on 1 November 2000.

BETWEEN:       VOLVO TRUCK FINANCE AUSTRALIA PTY LIMITED
               ABN 83 071 774 233 ("Volvo Finance"), 350 Eastern Valley Way,
               Chatswood, NSW, 2067
               Telephone: (02) 9903 9200
               Facsimile: (02) 417 7177

AND:

Name of Lessee: Dome Resources N.L. ACN 086 277 616
Address: Level 4, South Shore Centre, 83 South Perth Esplanade, South Perth
WA 6151
Telephone: 08 9474 3433
Facsimile: 08 9474 3953


AGREEMENT


                          STANDARD TERMS AND CONDITIONS

1.   INTERPRETATION

1.1       The following words have these meanings in this Agreement unless the
          contrary intention appears:



                                                                          Page 2

          "AUTHORISED REPRESENTATIVE" MEANS:

          (a)  in relation to Volvo Finance:

               (i)     an employee of Volvo Finance whose title contains the
                       word "manager" or a cognate term;

               (ii)    a person performing the functions of any of them; and

               (iii)   a lawyer for Volvo Finance; and

          (b)  in relation to any other party to this Agreement or a Lease
               Agreement:

               (i)     if that party is a corporation, a director or secretary
                       of that party, a specimen of whose signature has been
                       completed on the execution pages of this Agreement; and

               (ii)    a person appointed by that party with the right to act as
                       the agent of that party for the purpose of this Agreement
                       or that Lease Agreement whose appointment and rights are
                       notified in writing by the appointor to Volvo Finance and
                       a specimen of whose signature is held by Volvo Finance.

          "BUSINESS DAY" means a day which is not a Saturday, Sunday or public
          or bank holiday in Sydney and Perth.

          "CASUALTY OCCURRENCE" MEANS:

          (a)  The permanent loss of the normal use of the Equipment due to
               damage or theft; or

          (b)  its compulsory acquisition which results in the loss of
               possession of it by the Lessee; or

          (c)  anything which in the insurer's reasonable opinion renders its
               repair impractical or uneconomic.



                                                                          Page 3

          "COMMENCEMENT DATE" means the date on which the Lessee executes the
          Offer.

          "CONTROL" of a corporation includes the power (whether it is legally
          enforceable or not) to control, whether directly or indirectly, the
          composition of the board of directors of that corporation, the voting
          rights of the majority of the voting shares of the corporation or the
          management of the affairs of the corporation.

          "DISCOUNT RATE" means, at any time for the Equipment, the interest
          rate which causes the present value of:

          (a)  each Lease Installment which has not fallen due for payment at
               that time; and

          (b)  the Residual Value,

          to equal that part of the purchase price paid or payable for the
          Equipment by Volvo Finance which Volvo Finance determines has not been
          recouped by it at that time from Lease Installments.

          "ENCUMBRANCE" in relation to any property means:

          (a)  any interest in or right over the property; and

          (b)  anything which prevents, restricts or delays the registration of
               any interest in or dealing with the property,

          and includes a Security Interest.

          "EQUIPMENT" means the item of equipment described in item 3 of the
          Schedule.

          "EVENT OF DEFAULT" means any event described in clause 12.1.

          "FIRST LEASE INSTALLMENT" means the amount specified in item 5(1) of
          the Schedule.

          "HOLDING COMPANY" has the same meaning as in section 9 of the
          Corporations Law.



                                                                          Page 4

          "LEASE AGREEMENT" in relation to the lease of an item of Equipment
          means the agreement for the lease of that item on the terms and
          conditions contained in this Agreement and the Offer to lease that
          item.

          "LEASE INSTALLMENTS" means the installments specified in item 5 of the
          Schedule.

          "LESSEE" means the person named in item 1 of the Schedule.

          "MATERIAL ADVERSE EFFECT" means a material adverse effect upon either:

          (a)  the ability of the Lessee to comply with its obligations under
               this Agreement or a Lease Agreement; or

          (b)  the effectiveness, priority or enforceability of this Agreement
               or a Lease Agreement.

          "OFFER" means the Lessee's offer to Volvo Finance to lease an item of
          Equipment on the terms and conditions contained in its document
          entitled "Offer-Master Finance Lease" (in the form of schedule 1) and
          this Agreement.

          "POTENTIAL EVENT OF DEFAULT" means any thing which, with the giving of
          notice, lapse of time or determination of materiality, will constitute
          an Event of Default.

          "RELEVANT JURISDICTION" means the state or territory named in item 2
          of the Schedule.

          "RESIDUAL VALUE" for an item of Equipment means the amount specified
          as the residual value for that item in item 3 of the Schedule.

          "SALES TAX ASSESSMENTS ACTS" means any statute, ordinance, code or
          other law in force for the time being relating to the imposition,
          assessment or collection of tax on the Equipment.

          "SCHEDULE" means the schedule to the Offer.

          "SECURITY INTEREST" means any interest in or right over property,
          including, without limitation:



                                                                          Page 5

          (a)  any retention of title to any property; and

          (b)  any right to set off or withhold payment of any deposit or other
               moneys,

          which secures the payment of a debt or other monetary obligation or
          the compliance with any other obligation.

          "SUBSIDIARY" means in respect of a corporation any corporation taken
          to be a subsidiary of the first mentioned corporation by section 46 of
          the Corporations Law.

          "TAX" means a tax, rate, levy, impost and duty (other than a tax on
          the net overall income of Volvo Finance) and any interest, penalty,
          fine or expense relating to any of them.

          "TERM" means the period commencing on the Commencement Date and
          terminating on the Termination Date.

          "TERMINATION DATE" means the first to occur of the date on which the
          last Lease Installment is payable under a Lease Agreement, such other
          date as is agreed between Volvo Finance and the Lessee for that Lease
          Agreement and the date when the Lease Agreement is terminated.

          "TERMINATION VALUE" means, at any time for the Equipment, the sum of:

          (a)  the Residual Value for that Equipment; and

          (b)  the amount calculated for the Equipment by Volvo Finance which,
               at that time, equals the sum of that part of each Lease
               Installment which Volvo Finance determines relates to the
               Equipment and which has not fallen due for payment at that time,

          discounted to a present value at that time by applying the Discount
          Rate for the Equipment.

          "TOTAL LEASE INSTALLMENTS" means the total of the Lease installments
          specified in item 5 of the Schedule,

          "VARIATION" has the meaning given to it in clause 16.5(b).



                                                                          Page 6

          "VOLVO FINANCE" means Volvo Truck Finance Australia Pty Limited (ACN
          071 774 233).

1.2       CONSTRUCTION

          Unless expressed to the contrary:

          (a)  words importing:

               (i)     the singular include the plural and vice versa; and

               (ii)    any gender includes the other genders;

          (b)  if a word or phrase is defined cognate words and phrases have
               corresponding definitions;

          (c)  a reference to:

               (i)     a person includes a firm, unincorporated association,
                       corporation and a government or statutory body or
                       authority;

               (ii)    a person includes its legal personal representatives,
                       successors, assigns, substitutes, including, without
                       limitation, persons substituted by novation and any other
                       party to whom it provides security;

               (iii)   a statute, ordinance, code or other law includes
                       regulations and other statutory instruments under it and
                       consolidations, amendments, re-enactments or replacements
                       of any of them;

               (iv)    a right includes a benefit, remedy, discretion and power;

               (v)     an obligation includes any warranty or representation and
                       a reference to a failure to comply with an obligation
                       includes a breach of warranty or representation;



                                                                          Page 7

               (vi)    this or any other agreement includes this Agreement or a
                       Lease Agreement as varied or replaced and notwithstanding
                       any change in the identity of the parties;

               (vii)   provisions or terms of this Agreement or a Lease
                       Agreement or another document, agreement, understanding
                       or arrangement includes a reference to both express and
                       implied provisions and terms;

               (viii)  time is to local time in Sydney;

               (ix)    "$" or "dollars" is a reference to the lawful currency of
                       Australia;

               (x)     writing includes any mode of representing or reproducing
                       words in tangible and permanently visible form, and
                       includes facsimile transmissions;

               (xi)    any thing (including, without limitation, any amount) is
                       a reference to the whole or any part of it and a
                       reference to a group of things or persons is a reference
                       to any one or more of them;

               (xii)   the "Equipment" includes any accessories, tyres,
                       replacement parts, tools, items, things or other
                       accessories which now or after the date of a Lease
                       Agreement are supplied with or attached to the Equipment
                       or any substitute Equipment; and

               (xiii)  a month means a calendar month;

          (d)  a reference to this Agreement or a Lease Agreement includes all
               schedules, annexures and appendices referred to in it;

          (e)  a reference in this Agreement or a Lease Agreement to Volvo
               Finance's consent or approval means Volvo Finance's prior consent
               or approval signed by its Authorised Representative.

1.3       HEADINGS

          Headings do not affect the interpretation of this Agreement or a Lease
          Agreement.



                                                                          Page 8

2.   FINANCE LEASE

2.1       To lease an item of Equipment under this Agreement the Lessee must
          deliver to Volvo Finance an Offer signed by the Lessee. An Offer when
          delivered is an irrevocable offer to lease the Equipment on the terms
          and conditions of the Offer and this Agreement. Volvo Finance may
          accept or decline an Offer at its absolute discretion and may make any
          acceptance dependent on the Lessee satisfying stated conditions. Volvo
          Finance accepts an Offer if it signs the Offer. That acceptance is
          effective without a notice to the Lessee.

          By its acceptance of the Offer, Volvo Finance agrees to lease the
          Equipment to the Lessee and the Lessee agrees to take the Equipment on
          lease from Volvo Finance in accordance with its Lease Agreement.

2.2       Neither this Agreement nor a Lease Agreement binds Volvo Finance until
          it has been executed by Volvo Finance. This clause is not affected or
          prejudiced by reason of any prepayment of money by the Lessee or the
          delivery by Volvo Finance of the Equipment to the Lessee. If Volvo
          Finance delivers the Equipment to the Lessee before it has executed
          its Lease Agreement the Lessee must, from the Commencement Date,
          except as to the payment of Lease installments, perform and observe
          its obligations under that Lease Agreement.

2.3       Volvo Finance may at any time assign or otherwise dispose of or deal
          with its rights under this Agreement or a Lease Agreement but, if it
          does any of those things, it must do so subject to the Lessee's rights
          under this Agreement or that Lease Agreement. The Lessee may not,
          without the consent of Volvo Finance, create or allow to exist a
          Security Interest over or an interest in this Agreement or a Lease
          Agreement or assign or otherwise dispose of or deal with its rights
          under this Agreement or a Lease Agreement.

2.4       The Lessee acknowledges that Volvo Finance may enter into this
          Agreement or a Lease Agreement as a principal or an agent.



                                                                          Page 9

3.   LEASE INSTALLMENTS

3.1       If Volvo Finance delivers the Equipment to the Lessee before Volvo
          Finance has executed its Lease Agreement, the Lessee agrees to pay
          Volvo Finance a daily rent equal to one thirtieth of the First Lease
          Installment commencing on the date of that delivery and concluding on
          the day immediately prior to the day on which Volvo Finance executes
          that Lease Agreement. Volvo Finance will, if it executes the Lease
          Agreement, apply the interim rent in reduction of the Total Lease
          installments payable under that Lease Agreement.

3.2       Subject as provided in the Lease Agreement the Lessee must pay to
          Volvo Finance the Lease installments at the time and in the manner
          specified in item 5 of the Schedule.

3.3       The Lessee's obligation to pay an amount due under a Lease Agreement
          is absolute and unconditional. The Lessee may not for any reason
          withhold, or make a deduction from, the whole or any part of any Lease
          Installment or other money payable under a Lease Agreement including,
          without limitation, because:

          (a)  the Equipment is defective, damaged, does not operate or is not
               in the Lessee's possession; or

          (b)  the Lessee claims to have a set-off, counter-claim, defence or
               other right against Volvo Finance or anyone else.

3.4       The Lessee must make payments to Volvo Finance under each Lease
          Agreement:

          (a)  at a place and in a manner reasonably required by Volvo Finance;

          (b)  in immediately available funds by 11.00 a.m. local time in the
               place where payment is to be made.

3.5       If the Lessee is required by law to deduct or withhold Taxes from any
          payment it shall:

          (a)  make the required deductions and withholdings:

          (b)  pay in accordance with the relevant law the full amount deducted
               or withheld;



                                                                         Page 10

          (c)  deliver to Volvo Finance the receipt for each payment; and

          (d)  increase the amount of the payment to Volvo Finance to an amount
               which will result in the receipt by Volvo Finance of the full
               amount which would have been payable to Volvo Finance if no
               deduction or withholding had been required.

3.6       The Lessee must, if required by Volvo Finance, sign an order upon the
          Lessee's bankers directing the payment of all money payable under a
          Lease Agreement from time to time by debiting the Lessee's bank
          account and crediting Volvo Finance's account at the bank nominated by
          Volvo Finance.

3.7       The Lessee agrees to pay interest to Volvo Finance on any amount
          payable by the Lessee under a Lease Agreement from when it becomes due
          for payment, during the period that it remains unpaid, on demand, or
          at times determined by Volvo Finance, calculated on daily balances.
          The rate to be applied to each daily balance is the rate being 2%
          above the interest rate which is implicit in that Lease Agreement
          (expressed as a percentage rate per annum).

3.8       Interest which is not paid when due for payment may be capitalised by
          Volvo Finance at intervals which Volvo Finance determines from time to
          time or, if no determination is made, then on the first day of each
          month. Interest is payable on capitalised interest at the rate and in
          the manner referred to in clause 3.7.

3.9       The Lessee's obligation to pay the outstanding amount on the date it
          becomes due for payment is not affected by clauses 3.7 and 3.8.

3.10      If a liability under a Lease Agreement becomes merged in a judgment or
          order, then the Lessee agrees to pay interest to Volvo Finance on the
          amount of that liability as an independent obligation. This interest
          accrues from the date the liability becomes due for payment both
          before and after the judgment or order until it is paid, at a rate
          that is the higher of the rate payable under the judgment or order and
          the rate referred to in clause 3.7.

4.   DELIVERY



                                                                         Page 11

4.1       The Lessee must obtain delivery of the Equipment and if requested by
          Volvo Finance, give to Volvo Finance an acknowledgment of delivery of
          the Equipment.

4.2       Volvo Finance is not liable:

          (a)  for the Lessee's failure or delay in obtaining, delivering or
               installing the Equipment or putting it in good working order; or

          (b)  if the wrong Equipment is delivered,

          unless the matter is caused by Volvo Finance's wilful and unreasonable
          refusal to pay the supplier for the Equipment or permit the Equipment
          to be delivered.

5.   WARRANTIES NOT TO APPLY

5.1       The Lessee agrees that:

                       (a)  in deciding to enter into this Agreement and each
                            Lease Agreement the Lessee has not relied in any way
                            on Volvo Finance's skill or judgment;

                       (b)  the Lessee has thoroughly examined the Equipment
                            before signing its Lease Agreement and is alone
                            responsible for satisfying itself at that
                            examination about the Equipment including, without
                            limitation, the condition, quality, suitability,
                            safety and fitness of the Equipment for the Lessee's
                            purpose, that the Equipment is, or will when
                            delivered be, in accordance with the description
                            contained in item 3 of the Schedule and is of a
                            design, size, capacity, type and manufacture as
                            selected by the Lessee and the validity of any
                            manufacturer's, dealer's or supplier's warranties or
                            guarantees and the entitlements to any patents;

                       (c)  the Equipment is to be used wholly or mainly for the
                            purpose of a business carried on by the Lessee or by
                            the Lessee and another person or persons and the
                            whole or the greater part of the amount specified as
                            Total Lease installments is or is reasonably
                            expected to be a loss or outgoing necessarily
                            incurred in carrying on the business;



                                                                         Page 12

                       (d)  all credit and financial information concerning the
                            Lessee supplied to Volvo Finance or to any agent,
                            broker, dealer or any other person who introduces
                            the Lessee to Volvo Finance is true and correct in
                            all respects;

                       (e)  neither Volvo Finance nor any of its Authorised
                            Representatives has given or made any
                            representation, warranty or undertaking about the
                            condition or suitability of the Equipment, its
                            quality, fitness for purpose or safety or about the
                            Lessee's rights or position in respect of any law
                            relating to taxation;

                       (f)  it does not have any property or interest in the
                            Equipment and nothing contained in this Agreement or
                            the Lease Agreement confers on the Lessee any right
                            or property or interest in or to the Equipment and
                            the Lessee is only a bailee; and

                       (g)  Volvo Finance is not responsible for any
                            representation, promise or statement made in
                            relation to these or any other matters by any person
                            who may have initiated, negotiated, introduced or
                            been involved in any other way with this Agreement
                            or a Lease Agreement,

5.2       All express and implied terms, conditions and warranties which
          otherwise might apply to, or arise out of, this Agreement or a Lease
          Agreement are excluded other than:

          (a)  as provided in this Agreement or the Lease Agreement;

          (b)  terms, conditions and warranties which by law cannot lawfully be
               excluded or modified by agreement including, without limitation,
               Part V of the Trade Practices Act 9974 (Cwlth) (other than
               implied by section 69 of it).

5.3       If Volvo Finance is liable for a breach of a term, condition or
          warranty described in clause 5.2, Volvo Finance's liabilities, to the
          fullest extent permitted by law, are limited to any one or more of the
          following as Volvo Finance determines in its absolute discretion:

          (a)  replacing or repairing the Equipment;



                                                                         Page 13

          (b)  supplying an equivalent item of Equipment;

          (c)  paying the cost of replacing or repairing the Equipment; or

          (d)  paying the cost of acquiring an equivalent item of Equipment.

          Volvo Finance may not be able to rely on this clause if it is not fair
          and reasonable under any law which cannot lawfully be excluded or
          modified by agreement including, without limitation, under section
          68A(2) and (3) of the Trade Practices Act 1974 (Cwlth).

6.   GENERAL UNDERTAKINGS AND MAINTENANCE

6.1       The Lessee must:

                       (a)  give promptly to Volvo Finance any information and
                            supporting evidence that Volvo Finance reasonably
                            requests from time to time including, without
                            limitation, information showing the financial
                            position of the Lessee, its related corporations and
                            any guarantor or surety and its parent entity;

                       (b)  notify Volvo Finance promptly if any representation
                            or warranty made or taken to be made by or on behalf
                            of the Lessee in connection with this Agreement or a
                            Lease Agreement is found to be materially incorrect
                            or misleading when made or taken to be made;

                       (c)  do everything necessary to ensure that no Event of
                            Default occurs;

                       (d)  on request from Volvo Finance promptly provide Volvo
                            Finance with a certificate signed by the Lessee or,
                            if the Lessee is a corporation, 2 directors or a
                            director and a secretary or the sole director and
                            secretary of the Lessee which states whether an
                            Event of Default or Potential Event of Default
                            continues unremedied;



                                                                         Page 14

                       (e)  notify Volvo Finance promptly after it occurs of
                            full details of an Event of Default or a Potential
                            Event of Default, and the steps taken to remedy it.

6.2       The Lessee must use the care of a cautious and prudent owner to
          prevent damage to the Equipment or its loss or destruction and must
          both as to materials and labour place, keep and maintain the Equipment
          in good working order and repair so that it will at all times during
          the Term be in first class condition for goods of the type that it is
          having regard to the condition in which it was delivered to the
          Lessee, fair wear and tear excepted.

6.3       The Lessee may not pledge Volvo Finance's credit or create any lien
          upon the Equipment in respect of any maintenance, overhaul,
          replacement, repair or modification of the Equipment.

6.4       The Lessee must:

          (a)  use, keep and service and permit the use, keeping and servicing
               of the Equipment only by competent and properly trained and
               qualified (and where necessary licensed) personnel and only by
               recognised and approved methods and standards of operation and
               servicing and only in accordance with the manufacturer's
               instructions and recommendations;

          (b)  arrange for inspection and servicing of the Equipment at such
               periods as are recommended by the manufacturer;

          (c)  in connection with the maintenance and service of the Equipment,
               ensure that only genuine or manufacturer approved parts and
               accessories in accordance with the manufacturer's recommended
               specifications are used;

          (d)  keep the Equipment in a suitable and safe place in such manner
               and with all facilities as specified or recommended by the
               manufacturer;

          (e)  use and permit the use of the Equipment only in accordance with
               the normal usage of Equipment of the type that it is having
               regard to the general purpose for which it was designed and
               manufactured;



                                                                         Page 15

          (f)  not use or permit the Equipment to be used or operated in
               violation of the terms of this Agreement or its Lease Agreement
               for any illegal purpose or in any manner or under any
               circumstances which would amount to a breach of any law (whether
               or not such breach is committed by the Lessee) or which in Volvo
               Finance's opinion would be likely to endanger the safety or
               condition of the Equipment;

          (g)  if requested by Volvo Finance at any time during the Term effect
               and keep effected any agreement for the maintenance of the
               Equipment with a qualified and competent person and upon terms
               acceptable to Volvo Finance.

7.   REGISTRATION AND INSURANCE

7.1       The Lessee must register the Equipment and keep the Equipment
          registered during the Term as required by any applicable law of the
          jurisdiction in which the Equipment will normally be garaged or kept
          in the name of the Lessee as if the Lessee were Volvo Finance except
          where the register is a register of ownership or security interests.
          The Lessee may not transfer that registration to another jurisdiction
          without Volvo Finance's consent.

7.2       The Lessee must maintain insurance against:

          (a)  loss, theft or destruction of, or damage to, the Equipment for
               its full replacement value; and

          (b)  public liability for personal injury or property damage arising
               in connection with the Equipment for an amount of $20,000,000.

7.3       Each insurance policy must:

          (a)  have Volvo Finance's interest as owner of the Equipment noted;
               and

          (b)  be in form and substance, and with an insurance company,
               acceptable to Volvo Finance.

7.4       The Lessee must give Volvo Finance:



                                                                         Page 16

          (a)  a copy of any insurance policy referred to in clause 7.2 and any
               cover note for that insurance; and

          (b)  evidence that the Lessee has paid the premium for any of those
               policies; and

          (c)  details of any claim and payment made pursuant to an insurance
               policy.

          Volvo Finance may in its discretion pay any premium on the Lessee's
          behalf and if it does so the Lessee must repay the amount of that
          premium to Volvo Finance immediately on demand. Nothing contained in
          this clause nor any representation by Volvo Finance relieves the
          Lessee from its obligation to ensure that all premiums payable are
          paid on or before the due date.

7.5       The Lessee may not without Volvo Finance's consent:

          (a)  cancel or vary the insurance;

          (b)  prejudice the insurance so that the insurer could refuse a claim
               or pay an amount less than the amount claimed; or

          (c)  do anything in connection with a claim including, without
               limitation, enforcing, conducting, settling or compromising a
               claim (limited to $100,000 any one claim).

7.6       The proceeds of the insurances must be applied as follows:

          (a)  if a claim is made for loss or damage to the Equipment not
               amounting to a Casualty Occurrence, in accordance with clause
               11.2; and

          (b)  if a claim is made for loss or damage to the Equipment amounting
               to a Casualty Occurrence, in payment of its Termination Value;
               and

          (c)  if a claim is made for third party liabilities, towards
               discharging those liabilities.

7.7       The Lessee must notify Volvo Finance immediately upon the occurrence
          of any event which could or might give rise to a claim under any
          insurance policy effected by the Lessee.



                                                                         Page 17

8.   CONTROL OF EQUIPMENT

8.1       The Lessee must allow Volvo Finance at all reasonable times to have
          access to the Equipment and Volvo Finance is authorised to enter upon
          any premises where Volvo Finance believes the Equipment is located for
          the purpose of inspecting or testing the Equipment, affixing to it any
          identifying name, number, mark or plate indicating, inter alia, that
          the Equipment is the property of Volvo Finance, protecting Volvo
          Finance's rights, or exercising Volvo Finance's rights to take
          possession of the Equipment.

8.2       The Lessee may not substantially or materially alter the Equipment or
          fit any accessories or equipment which are a departure from standard
          equipment nor alter, obliterate or conceal or permit or suffer to be
          altered, obliterated or concealed any identifying name, number, mark
          or plate appearing on or affixed to the Equipment nor affix any signs
          or other insignias on the Equipment without the consent of Volvo
          Finance and must remove and pay any costs of restoration required as a
          result of such fitting or alteration or affixing signs or other
          insignias.

8.3       The Lessee must comply with all requirements at law and under any
          agreement relating to the Equipment, its possession, use, registration
          and licensing and the use of the premises upon which the Equipment is
          situated and must make all payments necessary to protect the Equipment
          from distress, execution or seizure.

8.4       During the Term the Lessee must not:

          (a)  conceal the Equipment or attach, affix or secure it to any land
               or premises unless its use so requires and then only with the
               consent of Volvo Finance;

          (b)  affix the Equipment to other chattels (other than a chattel which
               will form and be used as part of the Equipment).

8.5       The Lessee must keep the Equipment garaged generally at the address
          specified in item 3 of the Schedule and may not remove it from that
          place except for the purpose of the Lessee's business within the
          Relevant Jurisdiction or remove it or permit it to be removed outside
          the Relevant Jurisdiction without Volvo Finance's consent.



                                                                         Page 18

8.6       Subject to clause 8.2, all tyres, spare parts or accessories supplied
          with or attached to the Equipment now or after the date of its Lease
          Agreement are part of the Equipment. If any replacement parts,
          accessories, tyres, tools, items, things or other accessories
          constituting part of the Equipment or which may from time to time be
          incorporated or installed in or attached to the Equipment become worn
          out, lost, stolen, destroyed, confiscated, damaged beyond repair or
          permanently rendered unfit for use by damage or obsolescence and are
          replaced by replacement parts, accessories, tyres, tools, items,
          things or other accessories, all of those replacements:

          (a)  will be the property of Volvo Finance;

          (b)  will be free and clear of all Encumbrances except the rights of
               the Lessee under the Lease Agreement;

          (c)  must be in as good condition and have a value and utility at
               least equal to the items replaced;

          (d)  in the case of tyres, must be new tyres and not recaps
               (retreads); and

          (d)  in the case of parts and accessories, must be genuine Volvo parts
               and accessories and in accordance with the manufacturer's
               recommended specifications.

8.7       The Lessee must, prior to any change of its address, notify Volvo
          Finance of its proposed new address.

9.   COSTS AND EXPENSES

9.1       The Lessee shall pay and if paid by Volvo Finance reimburse to Volvo
          Finance:

          (a)  Volvo Finance's reasonable costs and expenses relating to:

               (i)     the negotiation, preparation, execution, stamping and
                       registration of this Agreement and each Lease Agreement
                       or any document contemplated by it;



                                                                         Page 19

               (ii)    the monitoring of compliance with the Lessee's
                       obligations under this Agreement and each Lease
                       Agreement; and

               (iii)   any consent, request for consent, communication, waiver
                       of any right, or the variation (including, without
                       limitation, a Variation), replacement or discharge of
                       this Agreement, a Lease Agreement or any document
                       contemplated by either of them;

          (b)  Volvo Finance's reasonable costs and expenses in relation to:

               (i)     the exercise or attempted exercise or the preservation of
                       any rights of Volvo Finance under this Agreement and each
                       Lease Agreement; and

               (ii)    the occurrence of any Event of Default or Potential Event
                       of Default; and

          (c)  any Taxes and registration or other fees (including fines and
               penalties relating to the Taxes and fees) which are payable in
               relation to this Agreement, a Lease Agreement or any document or
               transaction contemplated by it.

9.2       A reference to costs and expenses in this Agreement or a Lease
          Agreement includes, without limitation, legal costs and expenses on a
          full indemnity basis.

10.  INDEMNITIES

10.1      The Lessee indemnifies Volvo Finance against any liability or loss
          arising from, and any costs, charges and expenses incurred in
          connection with:

          (a)  the payment, omission to make payment or delay in making payment
               of an amount referred to in clause 9.1;

          (b)  a delay in payment of money under this Agreement or a Lease
               Agreement;

          (c)  an Event of Default or the termination of this Agreement and each
               Lease Agreement under clauses 12.3 or 12.5;



                                                                         Page 20

          (d)  the exercise by Volvo Finance of a right, remedy or power under
               this Agreement or a Lease Agreement including, without
               limitation, under clauses 11.3(d) or 16.12, Volvo Finance's
               having to seize or store the Equipment or the sale or the
               valuation of the Equipment under clause 13;

          (e)  any kind of property damage or the death of, or any kind of
               injury to, a person caused directly or indirectly by the
               Equipment;

          (f)  any claim made against Volvo Finance in respect of the Equipment,
               its ownership (including, without limitation, in registering its
               interest as owner of the Equipment), condition, operation or its
               maintenance or use including, without limitation, any claim for
               infringement of any intellectual property right or a claim for
               strict liability;

          (g)  Volvo Finance having to refurbish the Equipment to the condition
               described in clause 13.1(a) when it is not returned in
               accordance with that clause;

          (h)  the Sales Tax Assessment Acts as a result of Volvo Finance
               entering into this Agreement or a Lease Agreement or as a result
               of anything done by Volvo Finance or the Lessee in connection
               with this Agreement or a Lease Agreement;

          (i)  a representation or warranty made by the Lessee to Volvo Finance
               about the operation or applicability of the Income Tax Assessment
               Act 1936 proving to be incorrect as a reasonably foreseeable
               consequence of that representation or warranty being incorrect;

          (j)  the Lessee having any right, property or interest in or to the
               Equipment; or

          (k)  any act by Volvo Finance in reliance on any communication
               purporting to be from the Lessee or to be given on behalf of the
               Lessee,

          including, without limitation, liability, loss, costs, charges or
          expenses on account of funds borrowed, contracted for or used to fund
          any amount payable under this Agreement or a Lease Agreement and
          including in each case, without limitation, legal costs and expenses
          on a full indemnity basis or solicitor and own client basis, whichever
          is the higher.



                                                                         Page 21

10.2      The Lessee shall indemnity each controller (as defined in the
          Corporations Law), attorney appointed under clause 18 and Authorised
          Representative of Volvo Finance against liability, loss, cost and
          expense caused or contributed to by anything Volvo Finance is
          indemnified against under clause 10.1 and Volvo Finance holds the
          benefit of clause 10.1 for those persons.

10.3      If there is any deficiency between:

          (a)  an amount payable by the Lessee under this Agreement or a Lease
               Agreement which is received by Volvo Finance in a currency other
               than the currency payable under this Agreement or that Lease
               Agreement because of a judgment, order or otherwise; and

          (b)  the amount produced by converting the payment received from the
               currency in which it was paid into the currency in which it was
               agreed to be paid,

          the Lessee shall pay to Volvo Finance the deficiency and any loss,
          costs or expenses resulting from it.

10.4      Each indemnity in this Agreement and a Lease Agreement is a continuing
          obligation, separate and independent from the other obligations of the
          Lessee and survives the termination of this Agreement or that Lease
          Agreement.

10.5      Anything which the Lessee is required to do under this Agreement or a
          Lease Agreement must be done at the Lessee's cost.

11.  CASUALTY OCCURRENCE

11.1      Until Volvo Finance receives the Equipment in accordance with its
          Lease Agreement, the Lessee is liable for loss or damage to it.

11.2      If the Equipment is damaged, the Lessee must, unless the damage
          amounts to a Casualty Occurrence restore the Equipment as far as
          possible to the same condition that it was in before the damage
          occurred.



                                                                         Page 22

11.3      If a Casualty Occurrence occurs before the end of the Term:

          (a)  the Lessee must immediately notify Volvo Finance of that fact;

          (b)  the Lessee must on the next date for payment of a Lease
               Installment pay to Volvo Finance:

               (i)     any arrears of Lease installments and the Lease
                       Installment which would have been due on that date;

               (ii)    the Termination Value on that date of the Equipment; and

               (iii)   any other money then due and payable by the Lessee to
                       Volvo Finance under the Lease Agreement;

          (c)  the Lease Agreement terminates on the date on which the payment
               under clause 11.3(b) is made; and

          (d)  Volvo Finance may vary or replace any agreement it has entered
               into for funding or hedging its exposure under the Lease
               Agreement.

11.4      If Lessee complies with clauses 11.3(a) and (b) in free and clear
          funds, Volvo Finance will promptly refund to the Lessee any amount
          which Volvo Finance receives from an insurer or another person as a
          result of the Casualty Occurrence.

12.  EVENT OF DEFAULT

12.1      Each of the following is an Event of Default:

          (a)  Volvo Finance executes this Agreement or a Lease Agreement and
               the Lessee refuses to obtain or take delivery of the Equipment or
               to give Volvo Finance an acknowledgment of delivery of the
               Equipment within 7 days from the date on which delivery of the
               Equipment becomes available;



                                                                         Page 23

          (b)  the Lessee returns the Equipment to Volvo Finance before the
               expiration of the Term;

          (c)  the Lessee breaches any provision of this Agreement or a Lease
               Agreement which in the opinion of Volvo Finance might prejudice
               the safety or condition of the Equipment or Volvo Finance's
               ability to recover it;

          (d)  Volvo Finance becomes entitled to retake possession of any goods
               from the Lessee in respect of any other leasing or hire purchase
               transaction;

          (e)  the Lessee does not pay any money due for payment by it under
               this Agreement or a Lease Agreement within 7 days of its due
               date;

          (f)  the Lessee does not comply with any other obligation under this
               Agreement or a Lease Agreement and if that default is capable of
               rectification:

               (i)     it is not rectified within 10 Business Days (or any other
                       longer period agreed by Volvo Finance) of its occurrence;
                       or

               (ii)    the Lessee does not during that period take all action
                       which in Volvo Finance's opinion is necessary or
                       desirable to quickly rectify that default;

          (g)  a warranty, representation or statement made or deemed to be made
               by the Lessee in this Agreement or a Lease Agreement or any
               document contemplated by or relating to this Agreement or that
               Lease Agreement is untrue or misleading in any material respect;

          (h)  this Agreement or a Lease Agreement is void, voidable or
               otherwise unenforceable by Volvo Finance or is claimed to be so
               by the Lessee;

          (i)  it is unlawful for the Lessee to comply with any of its
               obligations under this Agreement or a Lease Agreement or it is
               claimed to be so by the Lessee;

          (j)  a default or event occurs which is or is taken to be a default or
               an event of default by or in relation to a person (other than
               Volvo Finance) under an agreement between the Lessee and Volvo
               Finance;



                                                                         Page 24

          (k)  a distress, attachment or execution is levied or becomes
               enforceable against any property of the Lessee;

          (l)  an authorisation necessary to enable:

               (i)     the Lessee to comply with its obligations under this
                       Agreement or a lease Agreement or carry on its principal
                       business or activity; or

               (ii)    Volvo Finance to exercise its rights under this Agreement
                       or a Lease Agreement,

               ceases to be in full force and effect;

          (m)  an event or series of events whether related or not, including,
               without limitation, any material adverse change in the property
               or financial condition of the Lessee, occurs which has or is
               likely to have a Material Adverse Effect;

          (n)  the Lessee ceases or threatens to cease to carry on its business
               or a substantial part of its business;

          (o)  a person who holds a Security Interest over property of the
               Lessee becomes entitled to exercise a right under that Security
               Interest against the property to recover any money the payment of
               which is secured by that Security Interest or enforce any other
               obligation the compliance with which is secured by it;

          (p)  the Lessee enters into or takes any action to enter into an
               arrangement (including a scheme of arrangement), composition or
               compromise with, or assignment for the benefit of, all or any
               class of the Lessee's creditors or members or a moratorium
               involving any of them;

          (q)  the Lessee is or states that it is unable to pay from its own
               money its debts when they fall due for payment;

          (r)  the appointment of a receiver or receiver and manager in respect
               of the property of the Lessee;



                                                                         Page 25

          (s)  if the Lessee is a natural person:

               (i)     a petition for the making of a sequestration order
                       against the estate of the Lessee is presented or the
                       Lessee presents a petition against himself or herself;

               (ii)    the Lessee presents a declaration of intention under
                       section 54A of the Bankruptcy Act 1966; or

               (iii)   the Lessee dies; or

          (t)  if the Lessee is a corporation:

               (i)     the appointment of an administrator, provisional
                       liquidator, liquidator or person having a similar or
                       analogous function under the laws of any relevant
                       jurisdiction in respect of it or any action is taken to
                       appoint any such person if not set aside or stayed within
                       14 days;

               (ii)    an application or order is made for its winding up or
                       dissolution or a resolution is passed or any steps are
                       taken to pass a resolution for its winding up or
                       dissolution if not set aside or stayed within 14 days;

               (iii)   its dissolution or a notice under section 572 of the
                       Corporations Law is given to the Lessee;

               (iv)    it is taken to be insolvent or unable to pay its debts
                       under any applicable legislation;

               (v)     anything analogous to or of a similar effect to anything
                       described above under the law of any relevant
                       jurisdiction occurs;

               (vi)    it reduces or takes any action to reduce its capital
                       other than by the redemption of redeemable preference
                       shares;



                                                                         Page 26

               (vii)   it passes or takes any action to pass a resolution of the
                       type referred to in section 188(2) or section 205(10) of
                       the Corporations Law;

               (viii)  it buys or takes any action to buy shares in itself,
                       other than the insertion in its articles of association
                       of a provision to the effect that it may buy ordinary
                       shares in itself;

               (ix)    an investigation is instituted under the Corporations Law
                       or other legislation into or an inspector is appointed to
                       investigate its affairs; or

               (x)

                       (A)  the person who Controls or group of persons who
                            acting together Control it, cease to have that
                            Control;

                       (B)  if it is a Subsidiary, it ceases to be a Subsidiary
                            of the company which is its Holding Company at the
                            date of this Agreement or a company ceases to be a
                            Subsidiary of the Lessee.

12.2      If the Lessee does not:

          (a)  pay within 7 days of its due date any money payable under this
               Agreement or a Lease Agreement;

          (b)  in relation to this Agreement or a Lease Agreement, comply with
               its obligations under clauses 4.1, 6 (other than clause 6.1(c)),
               7 and 8; or

          (c)  in relation to this Agreement or a Lease Agreement, comply with
               its obligations under clause 6.1 (c) with the result that any of
               the Events of Default contained in clause 12.1 (other than
               clauses 12.1(f)) occurs, then it repudiates this Agreement and
               each Lease Agreement.

          This clause does not mean that it is not possible for the Lessee to
          repudiate this Agreement or a Lease Agreement in other ways.



                                                                         Page 27

12.3
          (a)  If the Lessee repudiates this Agreement and each Lease Agreement,
               Volvo Finance may accept the Lessee's repudiation by notice to
               the Lessee terminating this Agreement and each Lease Agreement.

          (b)  If Volvo Finance gives the Lessee a notice under clause 12.3(a),
               the Lessee must immediately return to Volvo Finance in accordance
               with clauses 13.1(a)(i) to (iv) inclusive and, if the Lessee
               fails to do so, Volvo Finance may repossess the Equipment the
               subject of each terminated Lease Agreement. Volvo Finance will
               use its best endeavours to sell that Equipment by public auction
               with or without reserve or by private treaty or alternatively, in
               its absolute discretion, obtain an independent valuation of that
               Equipment at its fair wholesale value.

               The Lessee must, in respect of each terminated Lease Agreement,
               indemnify Volvo Finance for any loss following that termination,
               in the amount provided for in clause 12.5.

12.4
          (a)  If there is a breach of a term which does not constitute a
               repudiation, Volvo Finance may terminate this Agreement and each
               Lease Agreement by notice to the Lessee.

          (b)  If Volvo Finance gives the Lessee a notice under clause 12.4(a),
               the Lessee must immediately return to Volvo Finance in accordance
               with clauses 13.1(a)(i) to (iv) inclusive and, if the Lessee
               fails to do so, Volvo Finance may repossess the Equipment the
               subject of each terminated Lease Agreement. Volvo Finance will
               use its best endeavours to sell that Equipment by public auction
               with or without reserve or by private treaty or alternatively, in
               its absolute discretion, obtain an independent valuation of that
               Equipment at its fair wholesale value. The Lessee must, in
               respect of each terminated Lease Agreement, indemnify Volvo
               Finance for any loss following that termination, in the amount
               provided for in clause 12.5.

12.5      The amount which Volvo Finance may recover as provided in clauses
          12.3(b) and 12.4(b) is:

          (a)  the Termination Value of each item of Equipment on the date of
               the termination notice;



                                                                         Page 28

          (b)  any arrears of Lease installments and any Lease Installment which
               would have been due on the date of the termination notice;

          (c)  any other money then due and payable by the Lessee to Volvo
               Finance under this Agreement and each terminated Lease Agreement,

          less:

          (d)  the gross proceeds of sale of each item of Equipment or the
               amount of the valuation, as the case may be, less all costs and
               expenses incurred by Volvo Finance in selling or obtaining a
               valuation of that item; and

          (e)  the amount of Lease installments (if any) which have been paid in
               advance at the date of termination.

12.6      For the purposes of clause 12.5:

          (a)  where an item of Equipment:

               (i)     is not sold within one month after first being offered
                       for sale then the proceeds of sale and the value of that
                       item will be deemed to be the wholesale value of that
                       item as determined in good faith by Volvo Finance; or

                       for any reason does not come into possession of Volvo
                       Finance within one month after the date of the notice
                       given under clauses 12.3(a) or 12.4(a), as the case may
                       be, then the proceeds of sale and the value of ithat item
                       will be deemed to be zero; and

               (b)     a reference to a Lease Installment and the Termination
                       Value excludes any Lease Installment and Termination
                       Value payable for or applicable to (as determined by
                       Volvo Finance) an item of Equipment which at the date of
                       the termination Volvo Finance had not become liable to
                       acquire from its supplier.



                                                                         Page 29

13.  RETURN OF EQUIPMENT

13.1
          (a)  On the date on which the last Lease Installment is payable under
               a Lease Agreement (or such other date as is agreed between Volvo
               Finance and the Lessee for that Lease Agreement), the Lessee must
               immediately return the Equipment the subject of that Lease
               Agreement to Volvo Finance:

               (i)     in accordance with the terms and conditions of its Lease
                       Agreement including, without limitation, clauses 6.2, 6.4
                       and 8.6 of this Agreement;

               (ii)    in good working order and repair (fair wear and tear
                       excepted);

               (iii)   at any place in the Relevant Jurisdiction which Volvo
                       Finance directs; and

               (iv)    together with all accompanying materials and documents
                       and the certificate of registration and, if Volvo Finance
                       requests, a signed transfer of that registration
                       certificate to any person Volvo Finance nominates.

          (b)  If the Lessee does not return the Equipment to Volvo Finance in
               accordance with clause 13.1(a):

               (i)     the Lessee must pay to Volvo Finance by way of liquidated
                       damages for detention, for each day that the failure
                       continues, an amount equal to the daily equivalent of the
                       average Lease Installment payable during the Term; and

               (ii)    Volvo Finance may, but without any obligation to do so,
                       repossess the Equipment at any time during that
                       unauthorised detention.

13.2
          (a)  If the Lessee returns the Equipment to Volvo Finance in
               accordance with clause 13.1(a), Volvo Finance will use its best
               endeavours to sell the Equipment by public auction with or
               without reserve or by private treaty or alternatively, in its
               absolute discretion, obtain an independent valuation of that
               Equipment at its fair wholesale



                                                                         Page 30

               value. The Lessee must indemnify Volvo Finance for any loss
               following that return, in the amount provided for in clause
               13.2(b).

          (b)  The amount which Volvo Finance may recover as provided in clause
               13.2(a) is:

               (i)     the Residual Value of each item of Equipment on the date
                       of its return;

               (ii)    any arrears of Lease installments;

               (iii)   any other money then due and payable by the Lessee to
                       Volvo Finance under the relevant Lease Agreement,

               less the gross proceeds of sale of each item of Equipment or the
               amount of the valuation, as the case may be, less all costs and
               expenses incurred by Volvo Finance in selling or obtaining a
               valuation of that item.

          (c)  For the purposes of clause 13.2(b) where an item of Equipment;

               (i)     is not sold within one month after first being offered
                       for sale then the proceeds of sale and the value of that
                       item will be deemed to be the wholesale value of that
                       item as determined in good faith by Volvo Finance; or

               (ii)    for any reason does not come into possession of Volvo
                       Finance within one month after the date on which the last
                       Lease Installment is payable under its Lease Agreement
                       (or such other date as is agreed between Volvo Finance
                       and the Lessee for that Lease Agreement), then the
                       proceeds of sale and the value of that item will be
                       deemed to be zero.

13.3      If on the date referred to in clause 13.1(a) Volvo Finance consents
          to the Lessee remaining in possession of an item of Equipment, clauses
          13.1(b) and 13.2 will only come into operation upon the termination of
          that extended possession. The extended possession will be on a monthly
          basis at a monthly rent equal to the last Lease Installment payable
          under the relevant Lease Agreement. The Lessee shall observe and
          perform the terms of this Agreement and the relevant Lease Agreement
          as far as applicable in connection with that



                                                                         Page 31

          extended possession. The extended possession is subject to termination
          by one month's notice by Volvo Finance or the Lessee to the other of
          them.

13.4      Volvo Finance is not liable to the Lessee in any manner in respect of
          any failure or delay to recover or in recovering possession of the
          Equipment.

14.  QUIET POSSESSION

     The Lessee paying the Lease installments reserved and in the manner
     provided under the Lease Agreement and punctually observing and performing
     its obligations under the Lease Agreement may peacefully possess and enjoy
     the Equipment until the expiration of the Term without any disturbance or
     interruption from Volvo Finance or any other person or persons lawfully
     entitled to do so but subject to the rights of Volvo Finance contained in
     this Agreement and the Lease Agreement.

15.  NOTICE

15.1      A notice, demand, certification, process or other communication
          relating to this Agreement or a Lease Agreement shall be written in
          English and may be given by an Authorised Representative of the
          sender.

15.2      In addition to any other lawful means, a communication may be given
          by:

          (a)  being personally served on a party;

          (b)  being left at the party's current address for service;

          (c)  being sent to the party's current address for service by pre-paid
               ordinary mail or, if the address is outside Australia, by
               pre-paid airmail; or

          (d)  facsimile to the party's current number for service.

15.3      The address and facsimile details for each party for service are those
          set out in the Schedule.



                                                                         Page 32

          Each party may from time to time change its particulars for service by
          notice to each other party.

15.4      If a communication is given by:

          (a)  post it will be deemed received if posted within Australia to an
               Australian address 3 Business Days after posting and in any other
               case 10 Business Days after posting by airmail;

          (b)  facsimile and the sender's facsimile machine produces a
               transmission report indicating that the facsimile was sent to the
               addressee's facsimile, the report will be prima facie evidence
               that the facsimile was received by the addressee at the time
               indicated on that report.

15.5      If a communication to Volvo Finance is received by it:

          (a)  after 5.00 p.m.; or

          (b)  on a day which is not a Business Day;

          it will be deemed to have been received on the next Business Day.

15.6      Any process or other document relating to litigation, administrative
          or arbitral proceedings relating to this Agreement or a Lease
          Agreement may be served by any method contemplated by this clause 16
          or in accordance with any applicable law.

16.  MISCELLANEOUS

16.1      A certificate by Volvo Finance relating to this Agreement or a Lease
          Agreement is, in the absence of manifest error, conclusive evidence
          against the Lessee of the matters certified. Volvo Finance is not
          obliged to give the reasons for its determination or opinion in
          relation to any matter under this Agreement or a Lease Agreement. A
          determination or an opinion of an Authorised Representative of Volvo
          Finance which is given to the Lessee or otherwise expressed or acted
          upon by Volvo Finance as being a determination or an opinion of Volvo
          Finance will be deemed to be a determination or opinion of Volvo
          Finance.



                                                                         Page 33

16.2      Time is of the essence of any obligation of the Lessee under this
          Agreement or a Lease Agreement.

16.3      Volvo Finance may maintain records specifying:

          (a)  payments made by Volvo Finance for the account of the Lessee
               under a Lease 3 Agreement;

          (b)  payments by the Lessee for the account of Volvo Finance under a
               Lease Agreement; and

          (c)  interest, fees, charges, costs and expenses payable in relation
               to a Lease Agreement,

          and those records will against the Lessee constitute conclusive
          evidence, in the absence of manifest error, of the matters set out in
          them.

16.4      The Lessee shall promptly execute all documents and do all things that
          Volvo Finance from time to time reasonably requires to:

          (a)  effect, perfect or complete the provisions of this Agreement, a
               Lease Agreement or any transaction contemplated by it;

          (b)  establish the priority of or reserve or create any Security
               Interest contemplated by or purported to be reserved or created
               by this Agreement or a Lease Agreement; and

          (c)  stamp and register this Agreement or a Lease Agreement in any
               relevant jurisdiction and by any person that Volvo Finance thinks
               fit.

16.5
          (a)  This Agreement and each Lease Agreement may only be varied or
               replaced by a written document duly executed by Volvo Finance.

          (b)  In the event that the Lessee requests a variation ("VARIATION")
               of the Term or of the Equipment rented under a Lease Agreement,
               Volvo Finance may in its absolute



                                                                         Page 34

               discretion agree to such Variation and forward an Acknowledgement
               of Variation of Agreement to the Lessee setting out the details
               of any such change. Any Variation shall be effective from the
               date specified therein and shall be binding on the Lessee when it
               signs that acknowledgement. In the event that a copy of that
               acknowledgement signed by the Lessee is not received by Volvo
               Finance within 7 days of the date of the acknowledgement, Volvo
               Finance may elect not to be bound by the Variation.

16.6      A right in favour of Volvo Finance under this Agreement or a Lease
          Agreement, a breach of an obligation of the Lessee under this
          Agreement or a Lease Agreement or the occurrence of an Event of
          Default can only be waived by a written instrument signed by Volvo
          Finance. No other act, omission or delay of Volvo Finance will
          constitute a waiver. A single or partial exercise or waiver by Volvo
          Finance of a right relating to this Agreement or a Lease Agreement
          will not prevent any other exercise of that right or the exercise of
          any other right. Volvo Finance and its Authorised Representatives will
          not be liable for any loss, cost or expense of the Lessee caused or
          contributed to by the waiver of, exercise of, attempted exercise of,
          failure to exercise or delay in exercising a right and Volvo Finance
          holds the benefit of this clause 16.6 for itself and its Authorised
          Representatives.

16.7      The rights of Volvo Finance under this Agreement and each Lease
          Agreement are cumulative and are in addition to any of its other
          rights.

16.8      Volvo Finance may conditionally or unconditionally give or withhold
          any consent to be given under this Agreement or a Lease Agreement and
          is not obliged to give its reasons for doing so.

16.9      Any present or future legislation which operates:

          (a)  to lessen or vary in favour of the Lessee any of its obligations
               in connection with this Agreement or a Lease Agreement; or

          (b)  to postpone, stay, suspend or curtail any rights of Volvo Finance
               under this Agreement or a Lease Agreement,

          is excluded except to the extent that its exclusion is prohibited or
          rendered ineffective by law.



                                                                         Page 35

16.10     The Lessee acknowledges that the Lessee may have been introduced to
          Volvo Finance by a broker, agent, dealer or other person and consents
          to the payment of any proper and lawfully permissible commission by
          Volvo Finance to such broker, agent, dealer or other person on the
          Lessee's behalf.

16.11     At its sole discretion Volvo Finance may apply (without notice) any
          credit balance in any currency in any account of the Lessee with Volvo
          Finance towards satisfaction of any amount then payable by the Lessee
          to Volvo Finance under this Agreement or a Lease Agreement, The Lessee
          authorises Volvo Finance in the name of the Lessee or Volvo Finance to
          do anything (including, without limitation, to execute any document)
          that is required for that purpose.

16.12     Volvo Finance may do anything which should have been done by the
          Lessee under this Agreement or a Lease Agreement but which has not
          been done or which Volvo Finance considers has not been done properly.

16.13     No option to purchase the Equipment is conferred or implied by this
          Agreement or its Lease Agreement on the Lessee and there is no option
          or agreement either express or implied in the Lessee's favour for the
          sale of the Equipment to the Lessee on the expiration of the Term or
          at any other time.

17   ATTORNEY

17.1      The Lessee irrevocably appoints Volvo Finance and each of its
          Authorised Representatives its attorney with the power:

          (a)  at any time to:

               (i)     do everything which in the attorney's reasonable opinion
                       is necessary or expedient to enable the exercise of any
                       right of Volvo Finance in relation to this Agreement or a
                       Lease Agreement;

               (ii)    complete this Agreement or a Lease Agreement; and



                                                                         Page 36

               (iii)   appoint substitutes and otherwise delegate its powers
                       (including this power of delegation); and

          (b)  after any Event of Default has occurred, to do all acts and
               things which the Lessee is obliged to do under this Agreement or
               a Lease Agreement.

17.2      Any attorney may exercise any right solely for the benefit of Volvo
          Finance and notwithstanding that the exercise of the right constitutes
          a conflict of interest or duty. The Lessee by this Agreement ratifies
          anything done or not done by the attorney pursuant to the power of
          attorney.

17.3      The power of attorney is granted:

          (a)  to secure compliance by the Lessee with its obligations to Volvo
               Finance under this Agreement and each Lease Agreement; and

          (b)  for valuable consideration (receipt of which is acknowledged)
               which includes entry into this Agreement and each Lease Agreement
               by Volvo Finance at the Lessee's request.

18.  GOVERNING LAW AND JURISDICTION

18.1      This Agreement and each Lease Agreement are governed by and shall be
          construed in accordance with the laws of the Relevant Jurisdiction.

18.2      The parties irrevocably and unconditionally submit to the nonexclusive
          jurisdiction of the courts of the Relevant Jurisdiction and Papua New
          Guinea and any courts which have jurisdiction to hear appeals from any
          of those courts and the parties waive any right to object to any
          proceedings being brought in those courts.

18.3      No action, regardless of form, arising out of this Agreement or a
          Lease Agreement may be brought by either party more than 2 calendar
          years after the cause of action has arisen except in the case of
          non-payment in which event the appropriate statutory limitation to
          actions for collections will apply.



                                                                         Page 37

19.  COUNTERPARTS

     This Agreement and each Lease Agreement may consist of a number of
     counterparts and the counterparts taken together constitute one and the
     same instrument.

20.  GST

20.1      Definitions

          In clause 20, the expressions "adjustment note", "consideration",
          "GST", "input tax credit", "recipient" and "taxable supply" have the
          meanings given to those expressions in the A New Tax System (Goods and
          Services Tax) Act 1999.

20.2      Sums exclude GST

          Unless otherwise expressly stated, all prices or other sums payable or
          consideration to be provided under this document are exclusive of GST.

20.3      Reduction of other taxes

          (a)  If the introduction of GST is associated with the abolition or
               reduction of any tax, duty, excise or statutory charge which
               directly or indirectly affects the net dollar margin of a
               supplier in respect of any supply made under this document, the
               consideration (excluding GST) payable for the supply will be
               varied so that the supplier's net dollar margin in respect of the
               supply remains the same.

20.4      Responsibility for GST

          (a)  Despite any other provision in this document, if GST is imposed
               on any supply made under this document, the recipient must pay to
               the supplier an amount equal to the GST payable on the taxable
               supply.

          (b)  If the consideration for the taxable supply is varied under
               clause 20.3, the GST must be calculated on the varied
               consideration.



                                                                         Page 38

          (c)  The recipient shall pay the amount referred to in clause 20.4 (a)
               at the same time that the consideration for the supply is
               required to be paid under this document, and the recipient shall
               pay the amount in addition to the consideration.

20.5      Reimbursement of expenses

          If this document requires a party to reimburse any other party for any
          expense, loss or outgoing ("reimbursable expense") incurred by another
          party, the amount required to be reimbursed by the first party will be
          the sum of:

          (a)  the amount of the reimbursable expense net of input tax credits
               (if any) to which the other party is entitled in respect of the
               reimbursable expense; and

          (b)  if the other party's recovery from the first party is a taxable
               supply, any GST payable in respect of that supply.

20.6      Tax invoice

          The supplier must provide the recipient with a valid tax invoice or an
          adjustment note at or before the time of payment or variation.

20.7      Adjustment

          If the amount of GST paid or payable by the supplier on any supply
          made under this document differs from the amount of GST paid by the
          recipient, because the Commissioner of Taxation lawfully adjusts the
          value of the taxable supply for the purpose of calculating GST, then
          the amount of GST paid by the recipient will be adjusted accordingly
          by a further payment by the recipient to the supplier of the supplier
          to the recipient, as the case requires.

EXECUTED as an agreement



                                                                         Page 39

                                 EXECUTION PAGE

EXECUTION BY LESSEE

(CORPORATE LESSEE)

The Lessee certifies that below are the signatures of each Authorised
Representative of the Lessee:

Name                   Position held               Signature
Julian Tamby-Rajah     Director                /s/ J. Tamby-Rajah
Barry Colin Boutho     Director                /s/ B. Boutho

THE COMMON SEAL of DOME RESOURCES
N.L. was affixed in the presence of:

/s/ Barry Colin Boutho                  Director
Barry Colin Boutho                      Name of Director
/s/ Julian Tamby-Rajah                      Secretary/ Director
Julian Tamby-Rajah                      Name of Secretary/ Director


EXECUTION BY VOLVO FINANCE


SIGNED for and on behalf of VOLVO TRUCK             /s/ D. Elloit
FINANCE AUSTRALIA PTY LIMITED by its                -------------------------
Authorised Representative, David Elliott,           Authorised representative
in the presence of:

/s/ Wayne Manley                                    Witness

Wayne Manley                                        Name of Witness (print)


[LAST SIGNED 1 NOVEMBER 2000]



                                                                         Page 40

                                   SCHEDULE 1

     VOLVO FINANCE

                          OFFER - MASTER FINANCE LEASE

     Contract No. 5147

To:  VOLVO TRUCK FINANCE AUSTRALIA PTY LIMITED ABN 83 071 774 233 ("VOLVO
     FINANCE"), 350 Eastern Valley Way, Chatswood NSW 2067
     Telephone: (02) 9903-9200
     Facsimile: (02) 9903 9222

     The person or persons named in item 1 of the Schedule ("LESSEE") offer to
     lease from Volvo Finance the Equipment described in item 3 of the Schedule
     upon and subject to the terms and conditions set out below and contained in
     the Master Finance Lease dated 1 November 2000 between Volvo Finance and
     the Lessee.



                                                                         Page 41

                                    SCHEDULE

1. Name of Lessee: Dome Resources N.L. (ACN 086 277 616)
Address: Level 4, South Shore Centre, 83 South Perth Esplanade, South Perth -
WA6151

Telephone:                                                        2. State:-NSW

Facsimile:

3. Description of Equipment



- ------------------------------------------------------------------------------------
Make               Equipment        Year        Body Type       Colour    Engine No.
                                                              
Volvo              Type/Model       2000        Articulated               130562
                   A25C 6x6                     Dump Truck
- ------------------------------------------------------------------------------------


Chassis No. 12590                               Reg. No.             Kilometres
                                                               
                                                N/A


- ------------------------------------------------------------------------------------
Make               Equipment        Year        Body Type       Colour    Engine No.
                                                              
Volvo              Type/Model       2000        Articulated               131781
                   A25C 6x6                     Dump Truck
- ------------------------------------------------------------------------------------


Chassis No. 12632                Reg. No.                       Kilometres
                                                          
                                 N/A


Options/Accessories

Address where Equipment will normally be garaged or kept:
Australia and Tolukuma gold mine PNG

Residual Value:
$53,732.60

4. Term: 36 months from the date of this offer -1 November 2000

5. LEASE INSTALLMENTS;
The Total Lease Installments must be paid as follows:
(1) The First Lease Installment is $16,411.91 comprising $16,112.05 rent with
$290.02 stamp duty and $9.84 FID.
(2) Each subsequent Lease Installment must be paid by 35 monthly Installments of
$16,411.91 each, comprising $16,112.05 rent with $290.02 stamp duty and $9.84
FID.
The First Lease Installment must be paid on the date of this offer and each
subsequent Lease Installment must be aid on the same day in each succeeding
month.

SPECIAL TERMS AND CONDITIONS



                                                                         Page 42

The Lessee, and if more than one, each Lessee:

1    acknowledges having received from Volvo Finance PRIOR to signing this
     Offer:

     (a)  a copy of this Offer and the Schedule; and

     (b)  a copy of the Master Finance Lease;

2    acknowledges that before signing this Offer it has received, read and
     understands the provisions of this Offer and the Master Finance Lease. The
     Lessee agrees to be bound by the agreement formed by the acceptance of this
     Offer, on the terms and conditions set out in this Offer and the Master
     Finance Lease. To induce Volvo Finance to accept this Offer the Lessee
     agrees that:

     (a)  the provisions of the Master Finance Lease are incorporated in and
          shall be read and construed as part of this Offer;

     (b)  a reference in the Master Finance Lease to an item "of or "in the
          Schedule" is a reference to the applicable item in the Schedule to
          this Offer; and

     (c)  it will perform and observe the provisions contained in the agreement
          formed by the acceptance of this Offer and the Master Finance Lease.

3    declares that the Lessee has thoroughly examined the Equipment and depended
     on the Lessee's own judgment;

4    declares that the Lessee is not insolvent or bankrupt;

DATE OF THIS OFFER: 1 NOVEMBER 2000



                                                                         Page 43

EXECUTION BY LESSEE

[CORPORATE LESSEE)

SIGNED for and on behalf of DOME
RESOURCES N.L by its Authorised                 Authorised representative
Representative in the presence of:

______________________                          Witness

______________________                          Name of Witness (print)


EXECUTION BY VOLVO FINANCE


SIGNED for and on behalf of VOLVO
TRUCK FINANCE AUSTRALIA PTY                     Authorised representative
LIMITED by its Authorised Representative
in the presence of:

______________________                          Witness

______________________                          Name of Witness (print)

EX-4.36

                                                                   EXHIBIT 4.36

                                    AGREEMENT


                                     between


                         DURBAN ROODEPOORT DEEP, LIMITED


                                       and


                              RAND REFINERY LIMITED



                                                                          Page 2

                                TABLE OF CONTENTS

                                                                      
1.   INTERPRETATION.......................................................4
2.   INTRODUCTION.........................................................7
3.   APPOINTMENT..........................................................7
4.   FORWARD SALE CONTRACTS...............................................8
5.   DURATION OF AGREEMENT................................................9
6.   WARRANTIES...........................................................9
7.   DELIVERY OF PRODUCT.................................................10
8.   CONFIDENTIALITY.....................................................11
9.   INSURANCE AND RISK..................................................11
10.    WEIGHING, SAMPLING AND ASSAYING...................................12
  10.1    WEIGHT DETERMINATION...........................................12
  10.2    SAMPLING.......................................................13
  10.3    WEIGHT CORRECTION..............................................13
  10.4    WARRANTY.......................................................14
  10.5    ORIGIN DETERMINATION...........................................14
  10.6    SEPARATE ASSAY.................................................14
  10.7    ASSAY DETERMINATION............................................14
    10.7.1  INITIAL ASSAY................................................14
    10.7.2  OFFICIAL ASSAY...............................................15
    10.7.3  ASSAY AGREEMENT..............................................15
  10.8    SPECIAL TREATMENT..............................................17
  10.9    PRECIOUS METAL RECEIPT VOUCHER.................................17
11.    OTHER METALS......................................................17
12.    RIGHT OF REFUSAL..................................................18
13.    REFINING FEES.....................................................18
14.    SALE OF GOLD......................................................18
15.    GOLD MARKETING AND LOAN FEE.......................................19
16.    SALE OF SILVER....................................................20
17.    SILVER REALISATION FEE............................................21
18.    INCREASE IN FEES..................................................21
19.    FINANCE COSTS.....................................................22
20.    SET OFF AND VAT...................................................22
21.    FORCE MAJEURE.....................................................23
22.    ARBITRATION.......................................................24
23.    BREACH............................................................27





                                                                          Page 3

                                                                      
24.    TERMINATION.......................................................27
25.    DOMICILIUM AND NOTICES............................................28
27.    FAIRNESS..........................................................29
28.    GENERAL...........................................................30



ANNEXURE A
ANNEXURE B
ANNEXURE C
ANNEXURE D



                                                                          Page 4

AGREEMENT

between

DURBAN ROODEPOORT DEEP, LIMITED

and

RAND REFINERY LIMITED

1.   INTERPRETATION

     In this agreement and its annexures -

1.1       clause headings shall not be used in its interpretation;

1.2       unless the context clearly indicates a contrary intention -

1.2.1             an expression which denotes -

1.2.1.1                   any gender includes the other genders;

1.2.1.2                   a natural person includes an artificial person and
                          vice versa;

1.2.1.3                   the singular includes the plural and vice versa;

1.2.2             the following expressions shall bear the following meanings
                  and related expressions bear corresponding meanings -

1.2.2.1   "business day"  any day on which RRL refines gold, which day is not -

1.2.2.1.1                 a Saturday, Sunday or public holiday; and/or

1.2.2.1.2                 a day on which banks are closed for business in the
                          RSA and/or the United Kingdom and/or the state of New
                          York;



                                                                          Page 5

1.2.2.2   "deposits"      the deposits into which the product is combined as
                          contemplated in clause 10.2;

1.2.2.3   "depositor"     Durban Roodepoort Deep, Limited who act as agent on
                          behalf of various mines as per Annexure D;

1.2.2.4   "designated     a bank account nominated by the depositor, in writing;
          account"

1.2.2.5   "dore"          dore bullion refined to an alloy containing at least
                          85% gold, approximately 10% silver and approximately
                          5% base metals;

1.2.2.6   "forward sale   any contract in terms of which the depositor has
          contract"       contractually committed itself, in respect of the
                          future delivery of refined gold, to a third party in
                          terms of a formal agreement;

1.2.2.7   "gold"          any gold in any form whatever extracted from the
                          product by the refining process;

1.2.2.8   "gold price"    the price of gold quoted in United States Dollars per
                          troy ounce of gold;

1.2.2.9   "mine site"     the premises from which the product will be collected
                          by or despatched to RRL for all purposes in terms of
                          this agreement;

1.2.2.10  "product"       dore cast in bar form weighing up to thirty one
                          kilograms per bar, which bars comply with the
                          dimensions set out in Annexure B;

1.2.2.11  "refine"        the refining of the product by RRL into merchantable
                          units as set out in this agreement;

1.2.2.12  "refined gold"  the merchantable units of gold which RRL extracts from
                          the product;

1.2.2.13  "refining       the process utilised by RRL to refine the product for
          process"        the purpose of extracting, inter alia, gold and silver
                          therefrom;

1.2.2.14  "RRL"           Rand Refinery Limited (registration number
                          1920/006598/06), duly



                                                                          Page 6

                          incorporated in accordance with the laws of RSA;

1.2.2.15  "RSA"           the Republic of South Africa;

1.2.2.16  "signature      the date of signature of this agreement by the last
          date"           party signing;

1.2.2.17  "silver"        any silver in any form whatever extracted from the
                          product by the refining process;

1.2.2.18  "silver price"  the price of silver quoted in United States Dollars
                          per troy ounce of silver;

1.2.2.19  "umpire"        the expert agreed upon by the parties to determine any
                          dispute relating to the assay of the gold and/or
                          silver content of the product, and failing agreement
                          being reached within three business days after either
                          party requires such agreement to be reached, an
                          independent laboratory or facility nominated by the
                          depositor and failing such nomination within three
                          business days after the expiry of the first mentioned
                          three business day period, an independent laboratory
                          or facility nominated by RRL;

1.2.3             any word or phrase defined in the body of this agreement as
                  opposed to in clause 1.2.2 shall have the meaning assigned to
                  it in such definition throughout this agreement;

1.3       if any provision in a definition is a substantive provision conferring
          any right or imposing any obligation on any party, then
          notwithstanding that it is only in the interpretation clause effect
          shall be given to it as if it were a substantive provision in this
          agreement;

1.4       when any number of days is prescribed such number shall exclude the
          first and include the last day unless the last day falls on a day
          which is not a business day in which case the last day shall be the
          next succeeding day which is a business day.



                                                                          Page 7

2.   INTRODUCTION

2.1       It is recorded that the depositor -

2.1.1             requires RRL to refine the product;

2.1.2             requires all of the gold delivered pursuant to the refining
                  process of the product, subject to clause 4, to be sold by RRL
                  on the depositor's behalf;

2.1.3             requires part or all of the silver delivered pursuant to the
                  refining process of the product to be -

2.1.3.1                   sold by RRL on the depositor's behalf; or

2.1.3.2                   delivered loco Germiston.

2.2       This agreement records the terms and conditions of the agreement
          concluded between the parties.

3.   APPOINTMENT

3.1       The depositor appoints RRL, which accepts such appointment, as agent
          and on its behalf to -

3.1.1             refine the product; and

3.1.2             subject to clause 4, sell the refined gold; and/or

3.1.3             either -

3.1.3.1                   sell the refined silver (or a portion thereof); and/or

3.1.3.2                   deliver the refined silver (or a portion thereof) loco
                          Germiston,

                  as required by the depositor.



                                                                          Page 8

3.2       The depositor undertakes to forward to RRL certain gold produced by
          the depositor whether in dore form or in on-mine refined form, for
          processing in terms of this agreement.

4.   FORWARD SALE CONTRACTS

4.1       The depositor shall be entitled to enter into forward sale contracts
          in respect of the gold content of the dore which is to be refined by
          RRL, provided the depositor informs RRL, in writing, not less than
          five business days prior to the date (the maturity date) on which the
          depositor is obliged to deliver gold in terms of the forward sale
          contract, that the depositor has entered into a forward sale contract
          in respect of such product.

4.2       Should the depositor notify RRL as aforesaid, then -

4.2.1             RRL shall refine the product of the depositor in terms of this
                  agreement and shall satisfy the delivery obligations of the
                  depositor in respect of the gold derived from such product, in
                  terms of such forward sale contract; and

4.2.2             the provisions of clause 14 shall not apply in respect of such
                  gold, but the depositor agrees to pay RRL, within two days
                  after release of such gold by RRL to the depositor or delivery
                  thereof to a third party on behalf of the depositor, the
                  administration fee set out in Annexure C per fine troy ounce
                  of gold refined by RRL in terms of this agreement which is the
                  subject matter of a forward sale contract.

          The depositor shall, in addition to the aforesaid administration fee,
          pay to RRL within two days after receipt of RRL's invoice, all costs
          associated with RRL meeting the aforesaid obligations in terms of any
          such forward sale contract.

4.3       Should the depositor fail to notify RRL of any such forward sale
          contract as aforesaid, RRL shall be entitled to sell the gold content
          of the product in terms of this agreement.



                                                                          Page 9

5.   DURATION OF AGREEMENT

     This agreement shall commence on the signature date and shall, save as
     otherwise provided herein, continue for an indefinite period unless and
     until terminated by either party, on twelve months written notice to the
     other of them.

6.   WARRANTIES

6.1       Each of the depositor and RRL warrant to each of the other of them
          that -

6.1.1             it has full and complete power and authority to enter into and
                  execute this agreement;

6.1.2             it has no knowledge of any reason which might result in it
                  being unable to fulfil its obligations in terms of this
                  agreement;

6.1.3             the conclusion of this agreement will not infringe or violate
                  the laws to which it is subject.

6.2       This agreement is entered into by the parties relying on the
          warranties in clause 6.1 and otherwise given in terms of this
          agreement, each of which is deemed to be a material warranty inducing
          the parties to enter into this agreement.

6.3       The depositor indemnifies RRL against all loss, liability, damage and
          expense (including legal costs on the scale as between attorney and
          own client and disbursements) incurred by RRL as a result of any
          breach by the depositor of any of the warranties given by the
          depositor to RRL in terms of clauses 6.1 and 10.4 of this agreement.

6.4       RRL indemnifies the depositor against all loss, liability, damage and
          expense (including legal costs on the scale as between attorney and
          own client and disbursements) incurred by the depositor as a result of
          any breach by RRL of any of the warranties given by RRL to the
          depositor in terms of clauses 6.1 and 10.4 of this agreement.



                                                                         Page 10

7.   DELIVERY OF PRODUCT

7.1       Before delivery of the product to or collection of the product by RRL,
          the depositor shall, at its expense, obtain from the relevant
          authorities such permits, licences and approvals as may be required in
          law to authorise the depositor to be in possession of, transport and
          deliver such product and shall, when requested to do so by RRL,
          provide RRL with copies thereof. RRL shall be entitled to refuse to
          collect, take delivery of and/or treat any product until all such
          permits, licenses and approvals have been delivered to it.

7.2       All documents, including waybills, delivered to RRL shall contain full
          details of the product including bar numbers, bar codes, gross bar and
          deposit masses, provisional assays and provisional fine contents.

7.3       Save as otherwise agreed by the parties, RRL shall collect the product
          from the mine site and arrange for transport and delivery thereof to
          RRL's premises at the cost of the depositor.

7.4       The depositor shall inform RRL, from time to time, when the product
          must be collected from the mine site, provided that it shall be
          obliged to give RRL reasonable notice thereof and all such collections
          shall be executed during normal business hours.

7.5       The depositor shall have no claim whatever against RRL for any delay
          in collection of the product from the mine site other than as a result
          of the negligence of RRL.

7.6       The mode of transportation shall be as specified by the depositor on
          reasonable notice prior to the collection from the mine site, but
          shall be one of the following -

7.6.1             road; or

7.6.2             helicopter; or

7.6.3             fixed wing aircraft.



                                                                         Page 11

          Should the depositor not specify the mode of transportation on
          reasonable notice as aforesaid, RRL may elect, in consultation with
          the depositor, which method of collection will be used and the
          depositor shall remain liable for all costs incurred by RRL in respect
          of any collection of such product.

7.7       Should the product be delivered to RRL by the depositor, the depositor
          undertakes to ensure that the product is delivered at RRL's premises
          by not later than 11:00 on a business day.

7.8       The depositor shall pay the costs of collection of the product by RRL
          from the mine site against receipt of RRL's invoice therefor.

7.9       Notwithstanding anything to the contrary contained herein, should a
          helicopter or fixed wing aircraft be used to collect the product, the
          parties acknowledge and agree that RRL in chartering any such services
          shall, unless otherwise agreed in writing, act as the depositor's
          agent and shall not itself be the charterer of the helicopter or
          aircraft.

7.10      The depositor indemnifies RRL against all loss, liability, damage and
          expense (including legal costs on the scale as between attorney and
          own client and disbursements) of every nature whatever incurred by RRL
          as a result of and/or arising from the death of any person and/or any
          damage of any nature whatever caused by any helicopter or fixed wing
          aircraft, which is used to transport the product, to the person or
          property of any third party.

8.   CONFIDENTIALITY

     The provisions of and all information relating to this agreement shall be
     kept strictly confidential and shall not be divulged by either party to a
     third party without the prior written consent of the other party hereto,
     unless such disclosure is required in law or is necessary in order for
     either party to enforce its rights in terms of this agreement.

9.   INSURANCE AND RISK



                                                                         Page 12

9.1       The depositor shall be liable for all loss of and/or damage to the
          product from any cause whatever and shall insure the product, at its
          cost -

9.1.1             until the arrival of the product at RRL's bullion reception
                  area; and

9.1.2             after the collection of or despatch from RRL's premises of the
                  product, in the event of any such product being returned to
                  the depositor.

9.2       RRL shall be liable for all loss of and/or damage to the product, from
          any cause whatever, after the arrival of the product at RRL's bullion
          reception area.

9.3       Should any product, the gold and/or silver contents thereof be
          required to be returned to the depositor as contemplated in clauses
          10.1.4.2, 12.1, 14.2, 16.2 or 25, the depositor shall bear the full
          cost of regaining possession thereof.

10.  WEIGHING, SAMPLING AND ASSAYING

10.1      WEIGHT DETERMINATION

10.1.1            On collection of the product by RRL from the mine site or
                  delivery thereof to RRL by the depositor, as the case may be,
                  the depositor shall inform RRL of the depositor's calculated
                  weight of the product ("depositor's wet weight"). Each
                  individual bar received shall not exceed the maximum weight
                  and dimensions as specified in Annexure B.

10.1.2            As soon as practically possible after arrival of the product
                  at RRL's premises in Germiston, the product shall be weighed
                  individually by RRL ("RRL's wet weight"), dried to remove
                  moisture and then reweighed after drying ("dry weight"). RRL
                  shall advise the depositor of both weights.

10.1.3            The depositor and RRL shall, from time to time, agree and
                  record in writing, the variance ("the tolerated variance")
                  between RRL's wet weight and the depositor's wet weight which
                  is to be allowed. Should the depositor and RRL fail to agree
                  in writing on the tolerated variance, then the depositor shall
                  be deemed to have agreed to accept RRL's wet weight as being
                  correct and RRL's wet weight shall be final and binding on the
                  depositor.



                                                                         Page 13

10.1.4            Should the depositor and RRL have agreed, in writing, on the
                  tolerated variance and should the difference between RRL's wet
                  weight and the depositor's wet weight -

10.1.4.1                  fall within the tolerated variance then RRL's wet
                          weight shall be deemed to be correct and final and
                          binding on the depositor; or

10.1.4.2                  exceed the tolerated variance, the product will be
                          held up from further processing and the depositor
                          shall be notified thereof in writing, after which the
                          depositor shall have seventy two hours to cancel the
                          order in respect of the product forming the subject
                          matter of such variance, in which event the product
                          will be returned to the depositor at the depositor's
                          cost. Should the depositor not cancel the order or
                          fail to respond to RRL in writing within the
                          aforementioned seventy two hour period, the depositor
                          shall be deemed to have accepted RRL's wet weight,
                          which shall be final and binding on the depositor.

10.2      SAMPLING

          Subject to clause 10.6, the product shall be combined into deposits
          suitable for available furnace capacity. Every such deposit shall be
          melted separately and samples taken from the melt, for subsequent
          assay determination in terms of clause 10.7.

10.3      WEIGHT CORRECTION

          To compensate for the refining effect which occurs during melting and
          sampling, due to the elimination of base metals, a correction factor
          as indicated in Annexure A ("the correction factor") shall be applied
          to the dry weight referred to in clause 10.1.2 and hence to the fine
          gold content of each deposit. The dry weight after adjusting same with
          the aforesaid correction factor is hereinafter referred to as "the
          final dry weight". The base metal results derived from the application
          of the XRF technique referred to in clause 10.7.1 in respect of each
          deposit shall be applied in the correction formula as indicated in
          Annexure A.



                                                                         Page 14

10.4      WARRANTY

          The depositor warrants that all product delivered and/or collected for
          refining shall be free from deleterious elements and/or compounds.

10.5      ORIGIN DETERMINATION

          RRL reserves the right to subject the depositor's product to such
          tests as RRL may from time to time determine to be appropriate in
          order to determine the origin and/or source of the gold content
          thereof. The cost of such tests shall be borne by RRL.

10.6      SEPARATE ASSAY

10.6.1            Each portion of product comprising a delivery for which a
                  separate assay is required by the depositor shall be deemed by
                  RRL to be a separate deposit.

10.6.2            Should the depositor wish any portion of product delivered to
                  RRL to receive a separate assay it shall be obliged to -

10.6.2.1                  inform RRL thereof, in writing, at least twenty four
                          hours prior to collection by and/or delivery of the
                          product to RRL, as the case may be; and

10.6.2.2                  reflect such requirement on the consignment waybill/s,

                  failing which RRL shall not be obliged to perform such
                  separate assays.

10.6.3            All additional costs incurred in connection with any such
                  separate assay shall be paid by the depositor against receipt
                  of RRL's invoice in respect thereof.

10.7      ASSAY DETERMINATION

10.7.1            INITIAL ASSAY

                  The initial assay ("the initial assay") conducted by RRL on
                  the date of receipt of the product by RRL shall be conducted
                  by RRL using the X-ray



                                                                         Page 15

                  fluorescence technique ("the XRF technique"), prior to the
                  refining of the product.

10.7.2            OFFICIAL ASSAY

                   The samples from each deposit shall be submitted to the Assay
                  Department of RRL, for determination of the official assay
                  ("RRL's official assay") which assay shall be determined using
                  the fire assay technique, after the melting of the product.
                  The official assay shall determine the fine gold and silver
                  content, expressed in troy ounces, of the product.

10.7.3            ASSAY AGREEMENT

10.7.3.1                  The depositor may advise RRL, in writing, of its
                          expected official assay, and may set limits within
                          which RRL's official assay must fall in order to
                          constitute assay agreement between the parties.

10.7.3.2                  Notwithstanding anything to the contrary contained
                          herein, should -

10.7.3.2.1                    the depositor fail to provide the limits referred
                              to in clause 10.7.3.1 in writing to RRL by not
                              later than the time of delivery to or collection
                              of the product by RRL; or

10.7.3.2.2                    RRL's official assay fall within the limits set by
                              the depositor,

                      RRL's official assay shall be final and binding on the
                      parties and constitute the official assay for all purposes
                      in terms of this agreement.

10.7.3.3                  Subject to clause 10.7.3.2, should any discrepancy
                          arise between the depositor's expected official assay
                          and RRL's official assay, which is outside the limits
                          set by the depositor referred to in clause 10.7.3.1 -

10.7.3.3.1                    RRL shall notify the depositor thereof in writing,
                              after which the depositor shall have seventy two
                              ours within which to



                                                                         Page 16

                              require RRL to refer the matter to the umpire as
                              contemplated in clause 1.2.2.19 to determine the
                              official assay of the product; and

10.7.3.3.2                    should the depositor -

10.7.3.3.2.1                       not require the matter to be referred to the
                                   umpire or should the depositor fail to
                                   respond within the aforementioned seventy two
                                   hour period, the depositor will be deemed to
                                   have accepted RRL's official assay and the
                                   deposit shall immediately be released for
                                   refining and the official assay determined by
                                   RRL referred to in clause 10.7.2 shall be
                                   final and binding upon the depositor and
                                   constitute the official assay for all
                                   purposes in terms of this agreement;

10.7.3.3.2.2                       require the matter to be referred to the
                                   umpire, the provisions of clause 10.7.4 shall
                                   apply to the determination of the dispute.

10.7.4            Should any dispute be referred to the umpire for determination
                  in terms of this agreement the umpire shall resolve such
                  dispute acting as an expert and not as an arbitrator and the
                  umpire's decision shall, save for any manifest error in
                  calculation, be final and binding on the parties. The assay as
                  determined by the umpire shall in such case constitute the
                  official assay for all purposes in terms of this agreement.
                  The costs of such umpire shall be borne by the party whose
                  assay has the greater variance to that of the umpire, but
                  should the variance between the umpire's assay and that of
                  each of the other parties be equal, the costs shall be borne
                  by each of the parties in equal shares.

10.7.5            Notwithstanding any dispute referred to in clause 10.7.4, RRL
                  shall be entitled to sell the gold and/or silver which shall
                  immediately be released at any time prior to the umpire's
                  determination of the official assay. RRL shall apply RRL's
                  official assay to any such sale, whereafter RRL shall be
                  obliged, subject to clause 14.4, to compensate the depositor
                  (at the price determined, mutatis mutandis in accordance with
                  the provisions of clause 14.3) in respect



                                                                         Page 17

                  of the differential between RRL's official assay and the
                  official assay of the umpire, should the umpire's official
                  assay exceed RRL's official assay.

10.8      SPECIAL TREATMENT

10.8.1            Where deemed necessary by RRL after consultation with the
                  depositor after assay determination by the XRF technique,
                  deposits may be subjected to special treatment prior to
                  further sampling or rejected in terms of clause 12. Product
                  containing deleterious elements and/or compounds in excess of
                  the amounts specified in this clause 10.8.1 will require
                  resmelting and resampling for which additional charges, as set
                  out in Annexure C, will be levied. The aforegoing will be
                  necessary if the product contains more than 2% iron and/or
                  more than 10% copper and/or more than 0,01 % platinum group
                  metals (being platinum, palladium, osmium and/or iridium).
                  Product containing more than 0,2% mercury and/or antimony will
                  not be accepted for refining.

10.8.2            Where any metal is deposited in a form other than that
                  referred to in clause 1.2.2.10 prior arrangements need to be
                  made with RRL as these deposits may attract additional
                  charges.

10.9      PRECIOUS METAL RECEIPT VOUCHER

          As soon as possible after the official assay is completed and known,
          RRL shall furnish the depositor with a Precious Metal Receipt voucher
          reflecting the final dry weight, the refined gold and silver content
          of each deposit and the amount by which the dry weight has been
          adjusted as contemplated in clause 10.3 to arrive at the final dry
          weight.

11.  OTHER METALS

     RRL shall not pay the depositor in respect of the sale of metals other than
     gold and silver found in the product refined in terms of this agreement.
     Save for gold and silver all other metals and substances extracted from the
     product, as well as all residues remaining after treatment, shall become
     the property of RRL.



                                                                         Page 18

12.  RIGHT OF REFUSAL

12.1      Notwithstanding anything to the contrary contained herein, the terms
          of this agreement shall not bind RRL to accept for treatment any
          product submitted to it and/or collected by it, on the basis that RRL
          reserves the right to refuse to accept product if in the reasonable
          opinion of RRL -

12.1.1            such product contains deleterious elements and/or compounds in
                  excess of the amounts specified in clause 10.8.1; and/or

12.1.2            acceptance of such product could be prejudicial to the
                  interest of RRL.

          Should RRL not accept any material collected by it, RRL shall be
          obliged to notify the depositor thereof and to return such product to
          the depositor at the depositor's sole cost and expense.

12.2      Should RRL exercise its rights in terms of clause 12.1 in respect of
          any product, the provisions of clause 3.2 shall cease to apply
          thereto.

13.  REFINING FEES

13.1      In consideration for the services to be rendered by RRL in terms of
          this agreement, the depositor agrees to pay RRL the rate per kilogram
          set out in Annexure C, of the final dry weight determined in terms of
          clause 10.1, of all product refined by RRL.

13.2      The depositor shall pay RRL the refining fees referred to in clause
          13.1 within two days after receipt by RRL of the product for refining.

14.  SALE OF GOLD

14.1      RRL shall, subject to clause 4, use its best endeavors to sell the
          gold content of the product on the day the product arrives at RRL's
          premises, provided that the product arrives at RRL's premises prior to
          11h00 on a business day. Should the provisions of clause 10.1.4.2
          apply and the depositor does not cancel the order as contemplated in
          10.1.4.2, then RRL shall endeavor to sell the gold content of such



                                                                         Page 19

          product on the business day succeeding the expiration of the seventy
          two hour period referred to in clause 10.1.4.2.

14.2      Notwithstanding anything to the contrary contained in this agreement
          should RRL fail to sell the gold on behalf of the depositor within
          thirty days of the completion of the total refining process, RRL shall
          return the gold content of the product to the depositor.

14.3      The price payable in respect of all gold sold in terms hereof shall be
          the gold price based on the London afternoon fix on the day the gold
          is sold by RRL on behalf of the depositor (and failing any such fix,
          the next available London fix).

14.4      All payments will be made in United States Dollars or South African
          Rands (as nominated by the depositor in writing from time to time,
          failing which RRL shall settle such amount in South African Rands) to
          the designated account, on the date of receipt by RRL of payment in
          respect of the gold sold by it. Should, however, the determination of
          the official assay fall to be determined by the umpire, payment of any
          differential referred to in clause 10.7.5 shall only be made on the
          later of the date on which the umpire determines the official assay
          and the date of receipt of payment in respect of the gold by RRL.

14.5      It is expressly understood that payment is based on the adjusted fine
          gold content of the product determined as provided for in clause 10.3
          and in accordance with the provisions of clause 3 of Annexure C, it
          being understood by the depositor that the depositor shall be paid for
          the percentages of the gold content of the product as set out in
          clause 3 of Annexure C.

15.  GOLD MARKETING AND LOAN FEE

15.1      It is recorded that RRL will sell the gold produced in terms of this
          agreement on an international market and as such will incur the cost
          of marketing and selling such gold in such territory.

15.2      In order for RRL to sell the gold as per 14.1 it will have to incur a
          cost relating to a gold loan facility and in order to compensate RRL
          for the aforementioned costs and the costs referred to in 15.1, the
          depositor shall pay RRL a gold marketing and loan



                                                                         Page 20

          fee as set out in Annexure C per fine troy ounce of all gold refined,
          which fee shall be based on the official assay of the product.

15.3      The gold marketing and loan fee referred to in clause 15.2 payable in
          respect of any product shall be paid by the depositor within two days
          after the determination of the official assay of such product.

16.  SALE OF SILVER

16.1      Should the depositor require RRL to sell any of the silver content of
          the product after the completion of the refining process RRL shall use
          all reasonable endeavours to do so and the provisions of this clause
          16 shall apply.

16.2      Notwithstanding anything to the contrary contained in this agreement
          should RRL fail to sell the silver content of the product within
          thirty days of the completion of the total refining process in respect
          of such product, RRL shall return such silver to the depositor.

16.3      RRL shall pay the depositor the silver price of any silver sold by it
          which price shall be based on the London Silver Market price on the
          date on which such silver is sold by RRL (and failing any such price,
          the next available London Silver Market price).

16.4      RRL will procure payment on the date of receipt of payment from the
          third party purchaser for the silver sold, provided that if the
          determination of the official assay is to be determined by the umpire,
          the payment of any differential referred to in clause 10.7.5 shall
          only be made on the later of the date on which the umpire determines
          the official assay and the fourteenth business day after receipt of
          payment as aforesaid.

16.5      All payments will be made in United States Dollars or South African
          Rands (as nominated by the depositor, in writing from time to time,
          failing which RRL shall settle such amount in South African Rands) to
          the designated account.

16.6      It is expressly understood that payment is based on the adjusted fine
          silver content of the product determined as provided for in clause
          10.3 and in accordance with the provisions of clause 3 of Annexure C,
          it being understood by the depositor that the



                                                                         Page 21

          depositor shall be paid for the percentages of the silver content of
          the product as set out in clause 3 of Annexure C.

17.  SILVER REALISATION FEE

17.1      The depositor shall pay RRL a realisation fee as set out in Annexure C
          per fine troy ounce of all silver refined, which fee shall be based on
          the official assay of the product.

17.2      The silver realisation fee referred to in clause 17.1 payable in
          respect of any product shall be paid by the depositor within two days
          after the determination of the official assay of such product.

18.  INCREASE IN FEES

18.1      The depositor acknowledges that it may be necessary for RRL to
          increase its fees and charges levied from time to time for services
          rendered in terms of this agreement.

18.2      The depositor agrees that RRL shall be entitled from time to time, to
          -

          -       increase the administration fee payable to it referred to in
                  clause 4.2.2; and/or

          -       increase the refining fee payable to it referred to in clause
                  13.1; and/or

          -       increase the gold marketing and loan fee referred to in clause
                  15; and/or

          -       increase the silver realisation fee referred to in clause 17;
                  and/or

          -       change the credit to depositors percentages reflected in
                  clause 3 of Annexure C, on three months written notice to the
                  depositor,

18.2.1            by not more than 10% in any twelve month period; and



                                                                         Page 22

18.2.2            by more than 10% in any twelve month period, provided RRL's
                  board of directors so resolve.

19.  FINANCE COSTS

19.1      It is recorded that where a dispute arises between the depositor and
          RRL which is to be determined in accordance with the provisions of
          clause 10.7.4, then having regard to the fact that RRL has agreed, as
          contemplated in clause 14.1, to sell gold on behalf of the depositor
          prior to the settlement of any such dispute, RRL will be obliged to
          use its gold loan facilities to satisfy the delivery obligations in
          terms of such contracts of sale which will result in RRL incurring
          additional finance costs. The aforesaid finance costs shall comprise
          the weighted average cost to RRL of the gold lease rates associated
          with RRL's gold loan facilities which RRL will avail itself of, during
          the period from the date of payment by RRL to the depositor of the
          price for the gold sold until the date of determination by the umpire
          of the relevant dispute referred to in clause 10.7.4, as certified by
          the auditors of RRL, whose certificate shall be final and binding on
          the parties.

19.2      The depositor agrees that where it is obliged to pay all or half of
          the costs of the umpire as contemplated in clause 10.7.4, then it
          shall be obliged to reimburse RRL with all or half, as the case may
          be, of the finance costs referred to in clause 19.1 against receipt of
          a statement from RRL in respect thereof.

20.  SET OFF AND VAT

     Notwithstanding anything to the contrary contained herein -

20.1      either party shall at any time be entitled to set off any amount due
          by such party to the other party in terms of this agreement against
          any amount due by the other party to the first mentioned party in
          terms of this agreement;

20.2      RRL shall not be obliged to pay the depositor any amount in respect of
          the sale of gold or silver in terms of this agreement until RRL has
          received the price therefor from the purchaser thereof, on the basis
          that RRL does not guarantee the payment of the sale price thereof by
          any third party purchaser where such third party has



                                                                         Page 23

          been approved of by the board of directors of RRL as an accredited
          purchaser of gold and/or silver, as the case may be;

20.3      all amounts expressed to be payable in terms hereof are exclusive of
          Value Added Tax ("VAT") as levied in terms of the Value Added Tax Act,
          as amended, from time to time, and as such should any amount payable
          in terms of this agreement attract VAT, then the party paying such
          amount shall be liable for the payment of VAT thereon at the then
          current rate of VAT.

21.  FORCE MAJEURE

21.1      No party shall be liable to the other for failure to perform any
          obligation under this agreement in the event and to the extent that
          such failure is caused by an event of force majeure.

21.2      An event of force majeure shall mean any circumstances beyond the
          reasonable control of the party giving notice of force majeure and,
          without prejudice to the generality of the aforegoing, shall include
          war (whether declared or not), revolution, invasion, insurrection,
          riot, civil commotion, mob violence, sabotage, blockage, boycott,
          military or usurped power, governmental embargo, storm, flood, fire,
          adverse weather conditions, strike, accidents or labour difficulties.

21.3      The party affected by an event of force majeure shall give notice to
          the other party immediately on the occurrence of such event if it
          causes or is likely to cause any failure to perform any obligation
          hereunder. If the event of force majeure is of such a nature that it
          will not result in impossibility of performance of the obligation in
          question but merely delay the performance thereof then, subject to
          clause 21.4 the party giving notice of such event of force majeure
          shall be entitled to such extension of time in which to perform such
          obligation as may be reasonable in the circumstances taking into
          account the interests of all the parties.

21.4      If the performance of any obligation of any party in terms of this
          agreement is substantially prevented for a continuous period of two
          months by an event of force majeure then either the depositor and/or
          RRL may by written notice to the other terminate this agreement
          forthwith or from a date stipulated in such notice, in which event no
          party shall have any claim against any other as a result thereof.



                                                                         Page 24

22.  ARBITRATION

22.1      Subject to the other provisions of this agreement specifically
          providing for the resolution of any dispute, should any dispute of any
          nature whatever arise out of or in connection with this agreement,
          including without limiting the generality of the aforegoing -

22.1.1            the validity, existence and/or implementation;

22.1.2            the interpretation and/or application of the provisions;

22.1.3            the respective rights and/or obligations of the parties in
                  terms of or arising out of the conclusion, breach and/or
                  termination, whether in whole or in part;

22.1.4            any documents furnished by the parties pursuant to the
                  provisions of this agreement,

          then either party shall be entitled to require, by written notice to
          the other, that the dispute be submitted to arbitration in terms of
          this clause 22.

22.2      This clause 22 shall not preclude any party from obtaining interim
          relief on an urgent basis from a court of competent jurisdiction
          pending the decision of the arbitrator.

22.3      Subject to the provisions of this clause 22, an arbitration shall be
          held under the provisions of the arbitration laws for the time being
          in force in the RSA -

22.3.1            the arbitrator shall be, if the question in issue is -

22.3.1.1                  primarily an accounting matter, an independent
                          practising chartered accountant of not less than ten
                          years standing;

22.3.1.2                  primarily a legal matter, a practising senior counsel
                          or attorney of not less than ten years standing;



                                                                         Page 25

22.3.1.3                  any other matter, a suitably qualified independent
                          person,

          agreed upon by the parties or, failing such agreement within three
          days after the date on which the arbitration is demanded, as to -

                  whether the dispute is of primarily a legal, accounting or
                  other nature, the dispute shall be deemed to be of a legal
                  nature; or

                  the identity of the arbitrator, the arbitrator shall be
                  appointed by the director of the Transvaal (or its successor)
                  who may be instructed by any party to make the nomination at
                  any time after the expiry of the aforesaid three day period;

22.3.2            the arbitration shall be held in Johannesburg at a venue and
                  in accordance with formalities and/or procedures determined by
                  the arbitrator, and may be held in an informal and summary
                  manner, on the basis that it shall not be necessary to observe
                  or carry out the usual formalities or procedures, pleadings
                  and/or discovery, or the strict rules of evidence;

22.3.3            the arbitration shall, save as is specifically otherwise
                  provided in this clause 22, be held in accordance with the
                  provisions of the Arbitration Act No. 42 of 1965, as amended;

22.3.4            the arbitrator shall be entitled to -

22.3.4.1.1                    investigate or cause to be investigated any
                              matter, fact or thing which he considers necessary
                              or desirable in connection with the dispute and
                              for that purpose shall have the widest powers of
                              investigating all the books and records of any
                              party to the dispute, and the right to take copies
                              or make extracts there from and the right to have
                              them produced and/or delivered at any reasonable
                              place required by him for the aforesaid purpose;

22.3.4.2                  interview and question under oath representatives of
                          any of the parties;



                                                                         Page 26

22.3.4.3                  decide the dispute according to what he considers just
                          and equitable in the circumstances;

22.3.4.4                  make such award, including an award for specific
                          performance, an interdict, damages, a penalty or
                          otherwise as he in his discretion may deem fit and
                          appropriate;

22.3.5            the arbitration shall be held as quickly as possible after it
                  is demanded with a view to its being completed within thirty
                  days after it has been so demanded;

22.3.6            immediately after the arbitrator has been agreed upon or
                  nominated in terms of clause 22.3.1 any party shall be
                  entitled to call upon the arbitrator to fix a date and place
                  when and where the arbitration proceedings shall be held and
                  to settle the procedure and manner in which the arbitration
                  proceedings will be held.

22.4      Any award that may be made by the arbitrator -

22.4.1            shall be final and binding;

22.4.2            will be carried into effect; and

22.4.3            may be made an order of any court to whose jurisdiction the
                  parties to the dispute are subject.

22.5      The parties agree to keep the arbitration, the subject matter thereof
          and the evidence led thereat confidential and not to disclose any of
          the aforegoing to any one except for the purposes of an order to be
          made in terms of clause 22.2 or as may otherwise be required in law.

22.6      The provisions of this clause 22 -

22.6.1            constitute an irrevocable consent by the parties to any
                  proceedings in terms hereof and no party shall be entitled to
                  withdraw therefrom or to claim at any such proceedings that it
                  is not bound by such provisions; and



                                                                         Page 27

22.6.2            are severable from the other provisions of this agreement and
                  shall remain in effect notwithstanding the termination of or
                  invalidity for any reason of this agreement.

22.7      This agreement shall be construed in accordance with the laws of the
          RSA.

22.8      The parties agree and consent that any proceedings which may arise out
          of or in connection with this agreement shall be determined in
          accordance with the provisions of this clause 22 and the parties
          consent to the institution of all proceedings in accordance with the
          provisions of clause 22.

23.  BREACH

     Save as otherwise provided in this agreement should any party -

23.1      commit a breach of any provision of this agreement and fail to remedy
          such breach within fourteen days after receiving written notice from
          the other party requiring the defaulting party to remedy such breach;
          or

23.2      which is a corporate entity, be wound-up, liquidated or placed in
          judicial management, whether provisionally or finally and whether
          voluntarily or compulsorily; or

23.3      commit any act of insolvency,

     then and in any such event the other party ("the aggrieved party") shall be
     entitled, without prejudice to the aggrieved party's other rights in law,
     to cancel this agreement or to claim immediate specific performance of all
     of the first mentioned party's obligations whether or not due for
     performance, in either event without prejudice to the aggrieved party's
     right to claim damages.

24.  TERMINATION

     Should this agreement terminate for any reason whatever, RRL shall be
     entitled, for a period of thirty days calculated from the termination of
     this agreement, to sell any gold and silver derived from refining the
     product in terms of this agreement, and to account to the



                                                                         Page 28

     depositor therefor on the basis set out herein. RRL shall be obliged to
     return to the depositor, all gold and silver belonging to the depositor
     which remains unsold after the expiry of the aforesaid thirty day period.

25.  DOMICILIUM AND NOTICES

25.1      The parties choose domicilium citandi et executandi for all purposes
          of the giving of any notice, the payment of any sum, the serving of
          any process and for any other purpose arising from this agreement, as
          follows -

25.1.1         the depositor -     DURBAN ROODEPOORT DEEP LIMITED
                                   45 Empire Road
                                   Parktown
                                   JOHANNESBURG

               facsimile     -     (011) 482-1022

25.1.2        RRL  -               Refinery Road
                                   Industries West
                                   Germiston, 1401

               facsimile -         873 4940

25.2      Each of the parties shall be entitled from time to time, by written
          notice to other, to vary its domicilium to any other physical address.

25.3      Any notice given and any payment made by any party to the other which
          is delivered by hand during the normal business hours of the addressee
          at the addressee's domicilium for the time being shall be presumed to
          have been received by the addressee at the time of delivery.

25.4      Any notice given by any party to the other which is transmitted by
          facsimile copy to the addressee at the addressee's facsimile address
          for the time shall be presumed, until the contrary is proved by the
          addressee, to have been received by the addressee on the date of
          successful transmission thereof.



                                                                         Page 29

26.  OVERDUE INTEREST

26.1      Any amount falling due for payment by either party to the other in
          terms of or pursuant to this agreement -

26.1.1            which is payable in -

26.1.1.1                  South African Rands, shall bear interest at the prime
                          bank overdraft rate ("the prime rate") as charged,
                          calculated and compounded by The Standard Bank of
                          South Africa Limited to its corporate customers in
                          respect of unsecured overdraft facilities, from time
                          to time, as certified by any manager of any branch of
                          such bank, whose authority and appointment it shall
                          not be necessary to prove, calculated from the payment
                          date until the date such amount is paid in full; and

26.1.1.2                  United Stated Dollars, shall bear interest at the US
                          Bank prime overdraft rate as quoted on Reuters "US
                          prime equal" page from time to time, as certified by
                          RRL's auditors, calculated from the payment date until
                          the date such amount is paid in full;

26.1.2            by way of damages, shall bear interest at the relevant rate
                  referred to in clause 26.1.1 calculated from the date upon
                  which those damages are sustained.

26.2      The interest referred to in clause 26.1 shall be compounded monthly in
          arrear from the end of the month during which such interest is first
          calculated.

27.  FAIRNESS

     The parties recognize that it is impractical to make provision for every
     contingency which may arise during the term of this agreement. The parties
     accordingly declare that it is their intention that this agreement should
     operate between them with fairness and without undue hardship to either
     party. Should any party advise the other of a perceived unfairness, the
     parties shall meet and use all reasonable efforts in the circumstances to
     agree upon a



                                                                         Page 30

     suitable action to remove such cause of unfairness. Should the parties be
     unable to reach agreement in relation thereto within ninety days after
     either party has requested that such agreement be reached, either party
     shall be entitled to declare a dispute which shall be resolved on, mutatis
     mutandis, the basis set out in clause 22.

28.  GENERAL

28.1      This document and its annexures constitutes the sole record of the
          agreement between the parties in relation to the subject matter
          hereof.

28.2      No party shall be bound by any representation, warranty, promise or
          the like not recorded herein.

28.3      No addition to, variation, or agreed cancellation of this agreement
          shall be of any force or effect unless in writing and signed by or on
          behalf of the parties.

28.4      No indulgence which any party may grant to the other shall constitute
          a waiver of any of the rights of the grantor, who shall not thereby be
          precluded from exercising any rights against the grantee which may
          have arisen in the past or which might arise in the future.

28.5      Each provision in this agreement is severable the one from the other
          and if any provision is found by any competent court to be defective
          or unenforceable for any reason whatever, the remaining provisions
          shall be of full force and effect and continue to be of full force and
          effect.

28.6      Where in this agreement any party is required to give any notice in
          writing such notice may be given via telefacsimile provided the giver
          of such notice confirms telephonically on the same day that the other
          party has received such notice.

28.7      Neither party shall, save as otherwise provided herein, be entitled to
          assign any of its rights and obligations in terms of this agreement
          without the prior written consent of the other party.



                                                                         Page 31

SIGNED at Johannesburg on 12 October 2001


                              For:     DURBAN ROODEPOORT DEEP,
                                       LIMITED

                                       /s/ V. Hoops
                                       who warrants that he is duly
                                       authorised thereto


SIGNED at Germiston on 9 October 2001


                              For:     RAND REFINERY LIMITED

                                       /s/ Paul Streng
                                       who warrants that he is duly
                                       authorised thereto


[LAST SIGNED ON 12 OCTOBER 2001]



                                                                         Page 32

                                                                      ANNEXURE A

CORRECTION FORMULA
(Refer to paragraph 9.3)

The mass correction factor shall be calculated in the following manner, where

ma=       calculated mass correction
mb=       dry mass of the deposit
Au%=      gold analysis of the deposit as assessed by XRF method
Cu%=      copper analysis of the deposit as assessed by XRF method
Pb%=      lead analysis of the deposit as assessed by XRF method
Fe%=      iron analysis of the deposit as assessed by XRF method
Ni%=      nickel analysis of the deposit as assessed by XRF method
Zn%=      zinc analysis of the deposit as assessed by XRF method
Ag%=      silver analysis of the deposit as assessed by XRF method

Hence assay enhancement
= c = (0.007 X Cu%) + (0.090 X Pb%) + (0.050 X Fe%) + (0.050 X Ni%) + (0.040 X
Zn%) + (0.0015 X Ag%)
Subject to the maxima     Cu%        =     20.0
                          Pb DEG./a  =      4.0
                          Fe%        =      5.0
                          Ni%        =      5.0
                          Zn%        =      5.0
                          Ag DEG./a  =     20.0

Hence assay correction     =         a     =    Au%-c
Hence mass correction      =         ma    =    mb-  (a X mb)
                                                   -----------
                                                       Au%

The official receipt mass then becomes                 mb-ma

Note:-    The factors and maxima utilised in the determination of the assay
          enhancement, c, are determined through statistical analysis and RRL
          reserves the right to restate them should this be warranted.



                                                                         Page 33

                                                                      ANNEXURE B

PRODUCT DIMENSIONS

(DIAGRAM)



                                                                         Page 34

                                                                      ANNEXURE C

CHARGES AND FEES

     REFINING CHARGES

     CLASS 1      :       For product containing more than 50% gold:

                          R57 per kilogram (final dry weight) and minimum charge
                          of R500 per deposit.

     CLASS 2      :       For product containing more than 96% silver:

                          R16 per kilogram (final dry weight) with a minimum
                          charge of R500 per deposit.

     CLASS 3      :       For product containing less than 50% gold:

                          Subject to quotation.

2    ADDITIONAL TREATMENT CHARGE

     The additional treatment charge relating to the remelting and resampling of
     product referred to in clause 10.8 of the agreement to which this is
     annexure C shall be an amount equal to one third of the refining charges
     payable in respect of such product referred to in clause 1.

3    CREDIT TO DEPOSITORS

     CLASS 1      :       For product containing more than 50% gold:

                          A minimum of 99,9% (ninety nine comma nine per cent)
                          of the gold content, as per the official assay, shall
                          be credited to the depositor.

                          95% (ninety five per cent) of the silver content, as
                          per the official assay shall be credited to the
                          depositor.



                                                                         Page 35

     CLASS 2      :       For product containing more than 96% silver:

                          98,5% of the gold content, as per the official assay,
                          shall be credited to the depositor.

                          99,0% of the silver content, as per the official
                          assay, shall be credited to the depositor.

     CLASS 3      :       For product containing less than 50% gold:

                          The gold and silver credits are subject to agreement
                          between RRL and the depositor, and failing such
                          agreement the product shall be returned to the
                          depositor at the depositor's cost.

4    GOLD MARKETING AND LOAN FEE

     23 US cents per fine troy ounce of gold.

5    SILVER REALISATION FEE

     15 US cents per fine troy ounce of silver.

6    ADMINISTRATION FEE

     5 US cents per fine troy ounce of gold.



                                                                         Page 36

DRAFT
ANNEXURE D

YOUR REF:    BEM/Ibn/DRD7(1)

20 July 2001

DRD, Ltd
45 Empire Road

                                    PARKTOWN

Dear Sir

               REFINING, PRODUCTION AND MARKETING OF GOLD PRODUCED

We confirm that Durban Roodepoort Deep, Limited is appointed as the agent of the
company to sell gold on its behalf.

We hereby indemnify Rand Refinery Limited against any claims for loss or damages
which may be instituted by Witwatersrand Refinery (Pty) Ltd by virtue of the
terms and conditions of the refining agreement entered into between the
aforesaid parties on 20 November 2000.

Yours faithfully


DIRECTOR



                                                                         Page 37

                         DURBAN ROODEPOORT DEEP, LIMITED

                                 ("the Company")

EXTRACT FROM A RESOLUTION OF THE DIRECTORS OF DURBAN ROODEPOORT DEEP, LIMITED
PASSED ON 8 OCTOBER 2001

RESOLVED:

1.   THAT the Company enter into a Refining and Marketing Agreement with Rand
     Refinery Limited for an indefinite period with twelve months written notice
     of termination; and

2.   THAT any director of the Company, be and he is hereby authorised and
     empowered to sign the Refining and Marketing Agreement on behalf of the
     Company.

CERTIFIED A TRUE COPY


- ----------------------------------             ---------------------------------
SECRETARY                                 DATE




                                                                         Page 38

                                                                      ANNEXURE D

Your Ref: BEM/Ibn/DRD7(1)

11 October 2001

DRD, Ltd
45 Empire Road
PARKTOWN

Dear Sir

REFINING, PRODUCTION AND MARKETING OF GOLD PRODUCED

We confirm that Durban Roodepoort Deep, Limited is appointed as the agent of the
company to sell gold on its behalf.

We hereby indemnify Rand Refinery Limited against any claims for loss or damages
which may be instituted by Witwatersrand Refinery (Pty) Ltd by virtue of the
terms and conditions of the refining agreement entered into between the
aforesaid parties on 20 November 2000.

Yours faithfully


DIRECTOR


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED



                                                                         Page 39

                                                                      ANNEXURE D

Your Ref: BEM/Ibn/DRD7(1)

11 October 2001

DRD, Ltd
45 Empire Road
PARKTOWN

Dear Sir

REFINING, PRODUCTION AND MARKETING OF GOLD PRODUCED

We confirm that Durban Roodepoort Deep, Limited is appointed as the agent of the
company to sell gold on its behalf.

We hereby indemnify Rand Refinery Limited against any claims for loss or damages
which may be instituted by Witwatersrand Refinery (Pty) Ltd by virtue of the
terms and conditions of the refining agreement entered into between the
aforesaid parties on 20 November 2000.

Yours faithfully


DIRECTOR


BUFFELSFONTEIN GOLD MINES LIMITED



                                                                         Page 40

                                                                      ANNEXURE D

Your Ref: BEM/Ibn/DRD7(1)

11 October 2001

DRD, Ltd
45 Empire Road
PARKTOWN

Dear Sir

REFINING, PRODUCTION AND MARKETING OF GOLD PRODUCED

We confirm that Durban Roodepoort Deep, Limited is appointed as the agent of the
company to sell gold on its behalf.

We hereby indemnify Rand Refinery Limited against any claims for loss or damages
which may be instituted by Witwatersrand Refinery (Pty) Ltd by virtue of the
terms and conditions of the refining agreement entered into between the
aforesaid parties on 20 November 2000.

Yours faithfully


DIRECTOR


BLYVOORUITZICHT GOLD MINING COMPANY LIMITED

EX-4.37

SHARE PURCHASE AGREEMENT


between:


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED


and


THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED


and


KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED


and


DURBAN ROODEPOORT DEEP, LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                      Telephone : (011) 881 9800
                                                            Fax : (011) 883 4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                         
1.  INTERPRETATION.........................................................  4
2.  CONDITIONS PRECEDENT................................................... 11
3.  SALE AND PURCHASE...................................................... 14
4.  CONSIDERATION.......................................................... 15
5.  CLOSING................................................................ 16
6.  RAISING FEE............................................................ 20
7.  COLLATERAL AGREEMENTS.................................................. 20
8.  RESCISSION EVENT....................................................... 21
9.  WARRANTIES AND REPRESENTATIONS......................................... 22
10. ANNOUNCEMENTS AND CONFIDENTIALITY...................................... 24
11. BREACH................................................................. 25
12. GENERAL................................................................ 25
13. ARBITRATION............................................................ 27
14. ADDRESSES FOR LEGAL PROCESS AND NOTICES................................ 28
15. COSTS.................................................................. 30
16. SPECIAL INDEMNITY UNDERTAKINGS......................................... 31



SCHEDULES:

SCHEDULE 1: CONTRACTS

SCHEDULE 1A: DRD GROUP CONTRACTS

SCHEDULE 2: SURETYSHIPS AND GUARANTEES

SCHEDULE 3: SHAREHOLDERS' AGREEMENT

SCHEDULE 4: SUBSCRIPTION AGREEMENT

SCHEDULE 5: LITIGATION

SCHEDULE 6: DRAFT CESSION AGREEMENT

SCHEDULE 7: MEMORANDUM OF LOAN AGREEMENT NO. 3



                                     Page 3

SHARE PURCHASE AGREEMENT

between:

CROWN CONSOLIDATED GOLD RECOVERIES LIMITED
(Registration Number 1997/007865/06)
("Seller")

and

THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
(Registration Number 1940/014201/06)
("IDC")

and

KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED
(Registration Number 1998/007546/07)
("KBH")

(together "the Purchasers")

and

DURBAN ROODEPOORT DEEP, LIMITED
(Registration number 1895/000926/06)
("DRD")

for

the purchase by the IDC of 57% (fifty seven percent) of the issued share capital
of, and the cession of 57% (fifty seven percent) of the Claims (as defined in
clause 1.1.11) of the Seller against, Crown Gold Recoveries (Proprietary)
Limited ("the Company"), and the purchase by KBH of 3% (three percent) of the
issued share capital of, and the cession of 3% (three percent) of the Claims (as
defined in clause 1.1.11) of the Seller against, the Company.



                                     Page 4

WHEREAS:

A.   The Seller is the owner of the Claims and 100% (one hundred percent) of the
     issued share capital of the Company.

B.   The Seller is desirous of selling the Sale Shares and ceding the Ceded
     Claims to the Purchasers and the Purchasers are willing to purchase the
     Sale Shares and to accept the cession of the Ceded Claims from the Seller
     on the terms and subject to the conditions set out in this Agreement.

IT IS AGREED AS FOLLOWS:


1.   INTERPRETATION

1.1       DEFINITIONS

          For the purposes of this Agreement, and the preamble, unless the
          context requires otherwise, the parties defined in the heading of this
          Agreement shall retain such definitions and the words and expressions
          set out below shall have the meanings assigned to them, namely:

1.1.1     "Affiliate"                     means with respect to any person, any
                                          other person directly or indirectly
                                          holding at least 30% (thirty per cent)
                                          of the ordinary issued share capital
                                          of that person;

1.1.2     "this Agreement"                means this share purchase agreement
                                          and includes its Schedules which shall
                                          form part of it;

1.1.3     "the Attorneys"                 means Bowman Gilfillan Inc, of 9th
                                          Floor, Twin Towers West, Sandton City,
                                          Sandton, Johannesburg;



                                     Page 5

1.1.4     "Audited Accounts"              means the audited accounts of the
                                          Company as at the Balance Sheet Date;

1.1.5     "Balance Sheet Date"            means 30 June 2001;

1.1.6     "Business Day"                  means any day other than a Saturday,
                                          Sunday or statutory holiday in South
                                          Africa;

1.1.7     "Call Rate"                     means the publicly quoted rate of
                                          interest, ruling from time to time and
                                          expressed as a rate per annum based on
                                          a 365 (three hundred and sixty five)
                                          day year, which The Standard Bank of
                                          South Africa Limited pays to its
                                          depositors on amounts invested with it
                                          in Rand denominated daily call
                                          accounts, as certified by any manager
                                          of that bank (whose authority and
                                          appointment need not be proved);

1.1.8     "CCGR Loan"                     means all the non-interest bearing
                                          loans made by the Company to DRD and
                                          thus owing by DRD to the Company as at
                                          the Closing Date, which shall be
                                          evidenced by a certificate issued by
                                          the finance director of the Company or
                                          a person in an equivalent position in
                                          the Company in terms of clause 5.4, at
                                          Closing;

1.1.9     "Ceded Claims"                  means 60% (sixty percent) of the
                                          Claims being the IDC Ceded Claims and
                                          the KBH Ceded Claims, which for the
                                          purposes of this Agreement shall be
                                          R114 063 669.60 (one hundred and
                                          fourteen million sixty three thousand
                                          and six hundred and sixty nine Rand
                                          and sixty cents), and which the Seller
                                          is ceding to the Purchasers in terms
                                          of this Agreement;



                                     Page 6

1.1.10    "Cession Agreement"             means the cession agreement to be
                                          entered into by the Company the Seller
                                          and DRD, in terms of clause 5.5, in
                                          substantially the same form and
                                          substance as that set out in the draft
                                          attached to this Agreement as
                                          Schedule 6;

1.1.11    "Claims"                        means all the shareholder loans
                                          granted by the Seller to the Company
                                          as reflected in the Memorandum of Loan
                                          Agreement No. 3 attached to this
                                          agreement as Schedule 7;

1.1.12    "Closing"                       means the meeting to be held by the
                                          Parties in terms of clause 5;

1.1.13    "Closing Date"                  means the date and time on which all
                                          the matters to be completed in terms
                                          of clause 5 are duly completed in
                                          accordance with the requirements of
                                          that clause;

1.1.14    "Companies Act"                 means the Companies Act, 1973, as
                                          amended;

1.1.15    "the Company"                   means Crown Gold Recoveries
                                          (Proprietary) Limited, a company
                                          registered in accordance with the laws
                                          of South Africa under Registration
                                          Number 1988/05115/07, and a wholly
                                          owned subsidiary of the Seller;

1.1.16    "Conditions Precedent"          means all the conditions precedent set
                                          out in clause 2.1 and "Condition
                                          Precedent" means any one of them;

1.1.17    "Contracts"                     means all the contracts of a material
                                          nature to which DRD or the Company, as
                                          the case may be, is a party and which
                                          require consent of the counterparty to
                                          effect the transaction



                                     Page 7

                                          contemplated in this Agreement and
                                          which contracts are listed in
                                          Schedule 1;

1.1.18    "DRD"                           means Durban Roodepoort Deep, Limited,
                                          a company registered in accordance
                                          with the laws of South Africa under
                                          Registration Number 1895/000926/06,
                                          and the sole shareholder in the
                                          Seller;

1.1.19    "DRD Group Contracts"           means any contracts entered into
                                          between the Company, its holding
                                          company(ies) or any of its Affiliates,
                                          which contracts are listed in Schedule
                                          1A to this Agreement;

1.1.20    "Effective Date"                means the date upon which all the
                                          Conditions Precedent are met and upon
                                          which this Agreement becomes
                                          unconditional and accordingly takes
                                          effect;

1.1.21    "Encumbrance"                   means any interest (including any
                                          right to acquire, option or right of
                                          pre-emption), pledge, lien,
                                          assignment, hypothecation, title
                                          retention or other security agreement
                                          or arrangement;

1.1.22    "Existing GNB"                  means the general notarial covering
                                          bond registered on 13 September 1999,
                                          under Registration Number
                                          BN25326/1999, by the Company in favour
                                          of the IDC over all the moveable
                                          assets of the Company as security for
                                          the amount of R25 000 000 (twenty five
                                          million Rand) then owing by the
                                          Company to the IDC;

1.1.23    "IDC"                           means The Industrial Development
                                          Corporation of South Africa Limited, a
                                          company registered in accordance with
                                          the laws of the Republic of



                                     Page 8

                                          South Africa under Registration Number
                                          1940/014201/06;

1.1.24    "IDC Ceded Claims"              means 57% (fifty seven percent) of the
                                          Claims, which for the purposes of this
                                          Agreement shall be R108 360 486 (one
                                          hundred and eight million three
                                          hundred and sixty thousand and four
                                          hundred and eighty six Rand), which
                                          the Seller is ceding to the IDC in
                                          terms of this Agreement;

1.1.25    "IDC Sale Shares"               means 57 (fifty seven) ordinary shares
                                          of R1 (one Rand) each in the issued
                                          share capital of the Company to be
                                          sold by the Seller to the IDC in terms
                                          of this Agreement and constituting
                                          part of the Sale Shares;

1.1.26    "KBH"                           means Khumo Bathong Holdings
                                          (Proprietary) Limited, a company
                                          registered in accordance with the laws
                                          of the Republic of South Africa under
                                          Registration Number 1998/007546/07;

1.1.27    "KBH Ceded Claims"              means 3% (three percent) of the
                                          Claims, which for the purposes of this
                                          Agreement shall be R5 703 183 (five
                                          million seven hundred and three
                                          thousand and one hundred and eighty
                                          three Rand), which the Seller is
                                          ceding to KBH in terms of this
                                          Agreement;

1.1.28    KBH Sale Shares                 means 3 (three) ordinary shares of R1
                                          (one Rand) each in the issued share
                                          capital of the Company to be sold by
                                          the Seller to KBH in terms of this
                                          Agreement and constituting part of the
                                          Sale Shares;

1.1.29    "Litigation"                    means all litigation and claims of a
                                          material



                                     Page 9

                                          nature affecting the Company and which
                                          litigation and claims are listed in
                                          Schedule 5 to this Agreement;

1.1.30    "Parties"                       means the Seller, the Purchasers and
                                          DRD and "Party" means any one of them;

1.1.31    "Purchasers"                    means KBH and the IDC and "Purchaser"
                                          means any one of them;

1.1.32    "Rand" or "R"                   means Rand, the lawful currency of
                                          South Africa;

1.1.33    "Sale Shares"                   means 60 (sixty) ordinary shares of R1
                                          (one Rand) each in the issued share
                                          capital of the Company which the
                                          Seller is selling to the Purchasers
                                          under this Agreement, comprising the
                                          IDC Sale Shares and the KBH Sale
                                          Shares;

1.1.34    "Security"                      means the suretyships and guarantees
                                          granted by DRD on behalf of or in
                                          favour of the Company and listed in
                                          Schedule 2;

1.1.35    "Seller"                        means Crown Consolidated Gold
                                          Recoveries Limited, a company
                                          registered in accordance with the laws
                                          of South Africa under Registration
                                          Number 1997/007865/06, and a wholly
                                          owned subsidiary of DRD;

1.1.36    "Shareholders' Agreement"       means the shareholders' agreement to
                                          be entered into between the Seller,
                                          the Purchasers and the Company
                                          simultaneously with the signing of
                                          this Agreement, a copy of which is
                                          attached to this Agreement as
                                          Schedule 3;



                                     Page 10

1.1.37    "Signature Date"                means the last date on which this
                                          Agreement is signed by the Parties;

1.1.38    "South Africa"                  means the Republic of South Africa as
                                          constituted from time to time; and

1.1.39    "Subscription Agreement"        means the subscription agreement to be
                                          entered into between DRD and KBH
                                          simultaneously with the signing of
                                          this Agreement, a copy of which is
                                          attached to this Agreement as
                                          Schedule 4.

1.2       GENERAL INTERPRETATION

          In addition to the definitions in clause 1.1, unless the context
          requires otherwise:

1.2.1          the singular shall include the plural and vice versa;

1.2.2          a reference to any one gender, whether masculine, feminine or
               neuter, includes the other two;

1.2.3          any reference to a natural person includes an artificial person
               and vice versa;

1.2.4          any word or expression defined in and for the purposes of this
               Agreement shall, if expressed in the singular, include the plural
               and vice versa and a cognate word or expression shall have a
               corresponding meaning;

1.2.5          words and expressions defined in the Companies Act, which are not
               defined in this Agreement, shall bear the same meanings in this
               Agreement as those ascribed to them in the Companies Act;

1.2.6          references to a statutory provision include any subordinate
               legislation made from time to time under that provision;
               references to a statutory



                                     Page 11

               provision include that provision as from time to time modified or
               re-enacted as far as such modification or re-enactment applies,
               or is capable of applying, to this Agreement or any transaction
               entered into in accordance with this Agreement; and

1.2.7          references in this Agreement to "clauses" and "Schedules" are to
               clauses and schedules to this Agreement.

1.3       HEADINGS AND SUB-HEADINGS

          All the headings in this Agreement, including any sub-headings, are
          for convenience only and are not to be taken into account for the
          purposes of interpreting it.


2.   CONDITIONS PRECEDENT

2.1       The whole of this Agreement (except for this clause 2 and clauses 1,
          10, 11, 12, 13, 14 and 15) shall be subject to the fulfilment or
          deemed fulfilment of all the following conditions precedent within 120
          (one hundred and twenty) days of the Signature Date or such later date
          as the Parties may agree upon in writing:

2.1.1          the Company shall have issued to the Seller an additional 99
               (ninety nine) ordinary shares of R1 (one Rand) each in the issued
               share capital of the Company resulting in the Company having an
               issued share capital of 100 (one hundred) ordinary shares of R1
               (one Rand) each;

2.1.2          the board of directors of each of the Parties shall have approved
               this transaction and each of the Parties shall have been
               furnished with the relevant resolutions of each of the boards of
               directors of the other Parties evidencing such approval;



                                     Page 12

2.1.3          the Parties shall have obtained the relevant written approval
               from the South African competition authorities for the
               acquisition by the Purchasers of the Sale Shares;

2.1.4          all appropriate shareholder approvals, to the extent required,
               shall have been obtained by the Seller in terms of Section 228 of
               the Companies Act;

2.1.5          the Seller shall have obtained the waiver of any rights which the
               counterparties of the Company under the Contracts may have as a
               result of the Purchasers acquiring the Sale Shares from the
               Seller and, to the extent necessary, the written consent of each
               such counterparty to the acquisition by the Purchasers of the
               Sale Shares for the purposes of securing the IDC Ceded Claim;

2.1.6          the Company shall have registered, through the attorneys of the
               IDC and in favour of the IDC, in addition to the Existing GNB, a
               general notarial covering bond over all the assets of the
               Company, on terms acceptable to the IDC, in the amount of R45 000
               000 (forty five million Rand), as security for the shareholder
               loan by the IDC to the Company referred to in clause 6.3.1 of the
               Shareholders' Agreement;

2.1.7          DRD shall have furnished the IDC with a copy of the Subscription
               Agreement duly executed by it and KBH.

2.2       It is recorded that the Conditions Precedent in clauses 2.1.1, 2.1.2,
          and 2.1.3 are stipulated for the benefit of all the Parties, the
          Condition Precedent in clause 2.1.4 is stipulated for the benefit of
          the Seller, the Condition Precedent in clause 2.1.5 is stipulated for
          the benefit of DRD and the Company and the Conditions Precedent in
          clauses 2.1.6 and 2.1.7 above are stipulated for the benefit of the
          IDC. To the extent that any of the Conditions Precedent is for the
          sole benefit of one Party, such Party may waive such condition in
          writing to that effect, and upon any such waiver the condition shall
          be deemed to have been fulfilled.



                                     Page 13

2.3       Except for the provisions of clause 2.1.1 and clause 2.1.7, if any
          approval or consent required for the fulfilment of any Condition
          Precedent is granted subject to any condition which adversely affects
          the Company or the Seller or DRD or any Purchaser to a material
          extent, the approval shall be deemed not to have been given:

2.3.1          if, in the event of the Company or the Seller or DRD being so
               affected, DRD and the Seller, acting jointly, so require and give
               written notice to that effect to the Purchasers within 30
               (thirty) days from the date on which the approval in question is
               granted; or

2.3.2          if, in the event of any Purchaser being so affected, the
               Purchasers, acting jointly, so require and give written notice to
               that effect to the Seller and DRD within 30 (thirty) days from
               the date on which the approval in question is granted.

2.4       If any one of the Conditions Precedent is not fulfilled, deemed to be
          fulfilled or waived within 120 (one hundred and twenty) days of the
          Signature Date or such later date as the Parties may agree upon in
          writing, then this Agreement (except for this clause 2 and clauses 1,
          10, 11, 12, 13, 14 and 15) shall not take effect unless otherwise
          agreed in writing by the Parties. If this Agreement (except for this
          clause 2 and clauses 1, 10, 11, 12, 13, 14 and 15) does not take
          effect in accordance with the provisions of this clause 2, no Party
          shall have any claim against any other of any nature whatsoever
          arising from the provisions of this Agreement, save that, if the
          general notarial covering bond required to be registered in terms of
          clause 2.1.6 shall have been registered, the IDC shall unconditionally
          and at its own cost promptly procure the cancellation of, and release
          the Company from, such general notarial covering bond and the IDC
          shall reimburse the Company (in the event that this Agreement does not
          take effect in accordance with the provisions of this clause 2 due to
          any act or omission of or on the part of the IDC) for all costs
          (including stamp duty) incurred by the Company in the registration of
          such general notarial covering bond.



                                     Page 14

2.5       The Parties shall use their reasonable endeavours to do whatever may
          be necessary to procure the fulfilment of the Conditions Precedent and
          shall co-operate fully with each other for that purpose.

2.6       Notwithstanding its obligation to use its reasonable endeavours to do
          whatever may be necessary to procure the fulfilment of the Conditions
          Precedent, set out in clause 2.5, the IDC undertakes to the Seller and
          DRD that it will use its best endeavours to do whatever may be
          necessary to procure the lodgement of the general notarial covering
          bond, required to be registered in terms of clause 2.1.6, as soon as
          possible after the Signature Date, and to procure its registration
          within 10 (ten) Business Days of the date of its lodgement.


3.   SALE AND PURCHASE

3.1       The Seller agrees to:

3.1.1          sell to KBH, and KBH agrees to purchase from the Seller, free
               from all Encumbrances together with all rights attaching thereto,
               the KBH Sale Shares, with effect from the Closing Date; and

3.1.2          cede to KBH, and KBH agrees to accept cession of, the KBH Ceded
               Claims, with effect from the Closing Date,

          against payment of the various consideration set out in clause 4 and
          in accordance with the terms and subject to the conditions of this
          Agreement.

3.2       The Seller agrees to:

3.2.1          sell to the IDC, and the IDC agrees to purchase from the Seller,
               free from all Encumbrances together with all rights attaching
               thereto, the IDC Sale Shares with effect from the Closing Date;
               and

3.2.2          cede to the IDC, and the IDC agrees to accept cession of, the IDC
               Ceded Claims, with effect from the Closing Date,



                                     Page 15

          against payment of the various consideration set out in clause 4 and
          in accordance with the terms and subject to the conditions of this
          Agreement.

3.3       The risk in and benefit of the KBH Sale Shares shall pass from the
          Seller to KBH upon completion of Closing on the Closing Date.

3.4       The risk in and benefit of the IDC Sale Shares shall pass from the
          Seller to the IDC upon completion of Closing on the Closing Date.

3.5       The risk in and benefit of the KBH Ceded Claims shall pass from the
          Seller to KBH upon completion of Closing on the Closing Date.

3.6       The risk in and benefit of the IDC Ceded Claims shall pass from the
          Seller to the IDC upon completion of Closing on the Closing Date.


4.   CONSIDERATION

4.1       The total sum of the consideration payable by the Purchasers to the
          Seller for the Sale Shares and Ceded Claims shall be R105 531 000 (one
          hundred and five million five hundred and thirty one thousand Rand) in
          the aggregate comprising:

4.1.1          an amount of R57 (fifty seven Rand) which shall be payable by the
               IDC for the Sale Shares purchased by the IDC;

4.1.2          the discounted amount of R100 254 393 (one hundred million two
               hundred and fifty four thousand and three hundred and ninety
               three Rand) which shall be payable by the IDC for the IDC Ceded
               Claims;

4.1.3          an amount of R3 (three Rand) which shall be payable by KBH for
               the Sale Shares purchased by KBH;



                                     Page 16

4.1.4          the discounted amount of R5 276 547 (five million two hundred and
               seventy six thousand and five hundred and forty seven Rand) which
               shall be payable by KBH for the KBH Ceded Claims.

4.2       The consideration referred to in clause 4.1 shall be payable by each
          of the Purchasers to the Seller as follows:

4.2.1          the IDC shall discharge the consideration referred to in clauses
               4.1.1 and 4.1.2 by paying an amount of R100 254 450 (one hundred
               million two hundred and fifty four thousand four hundred and
               fifty Rand) in cash to the Seller by means of a telegraphic
               transfer, for value at the Closing Date, to a bank account of the
               Seller in South Africa, which shall have been designated by the
               Seller giving written notice to the IDC at least 24 (twenty four)
               hours before the Closing Date, in accordance with the provisions
               of clause 5;

4.2.2          KBH shall discharge the consideration referred to in clauses
               4.1.3 and 4.1.4 by paying a total amount of R5 276 550 (five
               million two hundred and seventy six thousand five hundred and
               fifty Rand) in cash to the Seller by means of a telegraphic
               transfer, for value at the Closing Date, to a bank account of the
               Seller in South Africa, which shall have been designated by the
               Seller giving written notice to KBH at least 24 (twenty four)
               hours before the Closing Date, in accordance with the provisions
               of clause 5.


5.   CLOSING

     Unless otherwise agreed by the Parties in writing, a meeting shall be held
     within 5 (five) Business Days from the Effective Date at the offices of
     Bowman Gilfillan Inc. located on 9th Floor, Twin Towers West, Sandton City,
     Fifth Street, Sandton at 10h00, or at such other place or time as the
     Parties may agree in writing, at which the following matters shall be
     completed by them:

5.1       The Seller shall deliver to the Attorneys all the certificates for the
          Sale Shares, together with such transfer forms, duly executed by it
          and currently dated, as



                                     Page 17

          may be required for the lawful transfer of the Sale Shares to the
          Purchasers, together with the appropriate resolutions if applicable,
          from the Seller's board of directors authorising the sale of the Sale
          Shares by the Seller to the Purchasers and the appropriate resolutions
          from the Seller's shareholders authorising the sale of the Sale
          Shares. The Parties shall procure that the Attorneys hold, and release
          such certificates, transfer forms and resolutions, in accordance with
          the provisions of clause 5.9.

5.2       Each Purchaser shall deliver to the Seller, in a form reasonably
          acceptable to the Seller, written evidence from its bankers of the
          implementation by it of the telegraphic transfer of the consideration
          payable by it in terms of clause 4, to the bank account of the Seller
          designated pursuant to the provisions of clause 4.2.1 or clause 4.2.2,
          as the case may be, and for value at the Closing Date.

5.3       The Seller shall procure that meetings of the board of directors of
          the Company are held, at which resolutions approving of the following
          matters, where applicable, are duly passed by the board of directors:

5.3.1          the transfer from the Seller to the Purchasers of the Sale Shares
               in accordance with the share transfer forms delivered to the
               Purchasers in terms of clause 5.1 above;

5.3.2          the Company ceding assigning and making over the CCGR Loan to the
               Seller in accordance with the provisions of the Cession
               Agreement;

5.3.3          the registration in the Company's register of members of the
               Purchasers as the holders of the Sale Shares in accordance with
               the approval given in terms of clause 5.3.1 above;

5.3.4          the issue of appropriate new share certificates for the Sale
               Shares to the Purchasers in accordance with the provisions of
               clause 5.3.3 above;

5.3.5          accepting the resignation of the relevant members of the board of
               directors of the Company; and



                                     Page 18

5.3.6          the appointment to the board of directors of the Company of:

5.3.6.1             1 (one) representative of the IDC, nominated by the IDC as
                    its nominee for the board of directors of the Company with
                    immediate effect;

5.3.6.2             2 (two) representatives of KBH, nominated by KBH as its
                    nominees for the board of directors of the Company with
                    immediate effect.

5.4       The Seller shall deliver to the Purchasers a certificate issued by the
          finance director of the Company, or a person in an equivalent position
          in the Company, confirming the total amount of the CCGR Loan as at the
          Closing Date. The Parties agree that the certificate so issued shall,
          in absence of manifest error, be final and binding on them.

5.5       The Seller, the Company and DRD shall enter into and conclude the
          Cession Agreement in terms of which the total amount of the CCGR Loan
          (as evidenced by the certificate referred to in clause 5.4) is ceded,
          assigned and made over by the Company to the Seller.

5.6       The Seller shall pay to the Company R1 (one Rand) in cash, as required
          by the provisions of clause 3 of the Cession Agreement.

5.7       Each of the Purchasers shall deliver to the Seller appropriate board
          resolutions authorising it to enter into and to perform all of its
          obligations under this Agreement.

5.8       The Company shall issue, in the name of the IDC and KBH respectively,
          appropriate new share certificates showing the IDC as the holder of
          the IDC Sale Shares and KBH as the holder of the KBH Sale Shares. In
          addition, the Company shall issue, if necessary, in the name of the
          Seller a balancing share certificate showing the Seller as the holder
          of 40 (forty) ordinary shares of R1 (one Rand) each in the issued
          share capital of the Company. All the share certificates relating to
          the shareholdings of KBH and the IDC shall be delivered by the Company
          to the Attorneys. The Parties shall procure that the



                                     Page 19

          Attorneys hold, and release, such certificates in accordance with the
          provisions of clause 5.9.

5.9       The Attorneys shall hold the share certificates, share transfer forms
          and resolutions delivered to them in terms of clauses 5.1 and 5.8 in
          trust on behalf of the Seller, until such time as it receives
          notification in writing from the Seller confirming receipt by the
          Seller of the consideration payable by the IDC and KBH for the Sale
          Shares, set out in clause 4, in the bank account of the Seller
          designated by the Seller pursuant to the provisions of clauses 4.2.1
          and 4.2.2, for value at the Closing Date. Upon receipt of such written
          notification from the Seller, the Attorneys shall release:

5.9.1          to the IDC:

5.9.1.1             the share transfer form duly executed by the Seller for the
                    transfer to the IDC of the IDC Sale Shares;

5.9.1.2             a certified copy of the resolutions authorising the sale of
                    the Sale Shares by the Seller to the Purchasers;

5.9.1.3             the share certificate issued by the Company in the IDC's
                    name for the IDC Sale Shares, in terms of clause 5.8;

5.9.2          to KBH:

5.9.2.1             the share transfer form duly executed by the Seller for the
                    transfer to KBH of the KBH Sale Shares;

5.9.2.2             a certified copy of the resolutions authorising the sale of
                    the Sale Shares by the Seller to the Purchasers;

5.9.2.3             the share certificate issued by the Company in KBH's name
                    for the KBH Sale Shares, in terms of clause 5.8;

5.9.3          to the Company:



                                     Page 20

5.9.3.1             the Seller's share certificates for the Sale Shares, for the
                    purposes of their cancellation;

5.9.3.2             the original resolutions authorising the sale of the Sale
                    Shares by the Seller to the Purchasers, for the purposes of
                    inserting such resolutions into the Company's record books.

5.10      Each of the Parties shall provide written evidence that all the
          Conditions Precedent, to the extent that it was its responsibility to
          ensure fulfilment, have indeed been fulfilled.

5.11      Notwithstanding anything to the contrary anywhere else in this
          Agreement, the Parties agree that all the actions taken pursuant to
          the provisions of clauses 5.1 to 5.9 above shall be deemed to have
          been taken simultaneously, and that none of them shall be deemed to
          have been taken unless all of them have been taken.


6.   RAISING FEE

     Within 14 (fourteen) Business Days of the Subscription Date (as defined in
     the Subscription Agreement), the Parties will procure that the Company
     shall pay to the IDC a raising fee of R1 002 543 (one million two thousand
     and five hundred and forty three Rand), which constitutes 1% (one percent)
     of R100 254 393 (one hundred million two hundred and fifty four thousand
     three hundred and ninety three Rand), in cash by means of a bank guaranteed
     cheque issued by a reputable bank acceptable to the IDC.


7.   COLLATERAL AGREEMENTS

     The Parties agree with each other that the Parties and, where applicable,
     other relevant parties, shall simultaneously with the signature of this
     Agreement enter into the following collateral agreements:

7.1       the Shareholders' Agreement; and



                                     Page 21

7.2       the Subscription Agreement.


8.   RESCISSION EVENT

8.1       For the purposes of this Agreement, a "Rescission Event" shall occur
          if KBH fails to subscribe for 4 794 889 (four million seven hundred
          and ninety four thousand and eight hundred and eighty nine) ordinary
          shares in the stated capital of DRD within 30 (thirty) days of the
          Closing Date.

8.2       Upon occurrence of a Rescission Event in terms of clause 8.1, this
          Agreement shall terminate with immediate effect unless otherwise
          agreed upon in writing by the Parties and the Parties shall be
          restored to their status quo and on the basis that there shall be
          restitution between the Parties in accordance with and subject to the
          following provisions:

8.2.1          each of the Purchasers shall transfer (without Encumbrances) to
               the Seller all the shares it holds in the Company at a cash
               consideration which is equivalent to the par value of each of
               those shares and each of the Purchasers shall be liable for any
               stamp duty payable for the transfer of its portion of the shares;

8.2.2          KBH shall be deemed to have re-ceded (without Encumbrances) all
               the KBH Ceded Claims acquired by it in terms of this Agreement to
               the Seller at a cash consideration payable by the Seller which is
               equivalent to the purchase consideration paid for those Claims in
               terms of clause 4, plus interest on that purchase consideration
               calculated at the Call Rate from the Closing Date to the date of
               payment, less any dividends declared or distributions made on the
               KBH Sale Shares to KBH by the Company;

8.2.3          the IDC shall be deemed to have re-ceded (without Encumbrances)
               all the IDC Ceded Claims acquired by it in terms of this
               Agreement to the Seller at a cash consideration payable by the
               Seller which is equivalent to the purchase consideration paid for
               those Claims in terms of clause



                                     Page 22

               4, plus interest on that purchase consideration calculated at the
               Call Rate from the Closing Date to the date of payment, less any
               dividends declared or distributions made on the IDC Sale Shares
               to the IDC by the Company;

8.2.4          the IDC shall promptly repay the raising fee referred to in
               clause 6 together with interest thereon calculated at the Call
               Rate from the date of payment of the raising fee by the Company
               to the IDC in terms of clause 6 to the date of repayment by the
               IDC to the Company,

          and upon completion of all items referred to in clause 8.2, no Party
          shall have any claim against any other of any nature whatsoever
          arising from the provisions of this clause 8.2 save that, if any of
          the Claims are secured, the Party holding the security shall
          unconditionally and at its own cost promptly release the Company from
          all such security. The risk in and benefit of the IDC Sale Shares, the
          KBH Sale Shares, the IDC Ceded Claims and the KBH Ceded Claims,
          transferred and deemed to have been receded in terms of clauses 8.2.1
          to 8.2.3, shall be deemed to have passed from the IDC and KBH to the
          Seller upon completion of the transfer of the IDC Shares and the KBH
          Shares from the IDC and KBH to the Seller in terms of clause 8.2.1.


9.   WARRANTIES AND REPRESENTATIONS

9.1       The Seller hereby warrants and represents to the Purchasers that:

9.1.1          the Company has properly and punctually made all tax returns and
               provided all information required for taxation purposes in
               accordance with the tax laws of South Africa;

9.1.2          in so far as it is aware, the Company has duly and punctually
               paid all taxation which it has become liable to pay and is under
               no liability to pay any penalty or interest in connection with
               any claim for taxation;

9.1.3          other than the Litigation affecting the Company set out in
               Schedule 5 to this Agreement, no other litigation or arbitration
               or administrative or



                                     Page 23

               criminal proceedings are pending or threatened or expected by or
               against the Company or any such officer, agent or employee in
               relation to the business of the Company; and so far as the Seller
               is aware there are no facts or circumstances likely to give rise
               to any such litigation or arbitration or administrative or
               criminal proceedings;

9.1.4          each of the Company's contracts as listed in Schedule 1 to this
               Agreement are valid and binding and to the extent that the
               counterparties to these contracts are to be notified of the
               transaction contemplated in this Agreement or are required to
               give their consent to the transaction contemplated in this
               Agreement, as the case may be, such notice and/or consent has
               been duly given and no notice of termination of any such contract
               has been received or served by the Company and the Seller is not
               aware of the invalidity of, or of any grounds for termination,
               rescission, avoidance or repudiation of, any such contracts;

9.1.5          apart from the DRD Group Contracts which are listed in Schedule
               1A to this Agreement, there are no other DRD Group Contracts in
               place; and if there are any such DRD Group Contracts the Seller
               agrees that these contracts are to be negotiated by the Company
               and that the Seller will indemnify the Purchasers against any
               losses arising from these contracts;

9.1.6          it is the owner of the Sale Shares;

9.1.7          the Sale Shares and the Claims are unencumbered;

9.1.8          the assets of the Company are unencumbered (except insofar as the
               assets are encumbered in favour of the IDC by means of the
               Existing GNB and the general notarial covering bond required to
               be registered in terms of clause 2.1.6);

9.1.9          between Signature Date and the Effective Date, the Company shall
               not pay out any dividends and sell any assets other than in the
               ordinary course of business; and



                                     Page 24

9.1.10         full provision has been made in the Audited Accounts for all
               actual liabilities of the Company outstanding at the Balance
               Sheet Date and proper provision (or note) in accordance with
               generally accepted accounting principles in South Africa, at the
               time they were audited, has been made therein for all other
               liabilities of the Company then outstanding, whether contingent,
               quantified, disputed or not.

9.2       The Seller acknowledges that the Purchasers are entering into this
          Agreement to purchase the Sale Shares and the Ceded Claims in reliance
          upon the warranties set out in clause 9.1 above.

9.3       Each of the warranties and representations is applicable as at the
          Signature Date and the Closing Date.


10.  ANNOUNCEMENTS AND CONFIDENTIALITY

10.1      Subject to clause 10.2, no Party shall make any announcement or
          statement about this Agreement or its contents without first having
          obtained the prior written consent of the other Parties to the
          announcement or statement and to its contents, provided that such
          consent may not be unreasonably withheld.

10.2      The provisions of clause 10.1 shall not apply to any announcement or
          statement which any of the Parties is obliged to make by virtue of law
          or its shares or the shares of its holding company or any of its
          subsidiaries being listed on The JSE Securities Exchange South Africa
          or any other recognised exchange, provided that the Party in question
          shall consult with the other Parties before making any announcement or
          statement contemplated in this clause 10.2 and the content of such
          announcement or statement will be restricted to that information which
          is required to be so disclosed.

10.3      Each Party shall procure that each of its subsidiaries shall, at all
          times, use all reasonable endeavours to keep any confidential
          information, which it may have acquired in relation to this Agreement,
          in confidence, and shall not use



                                     Page 25

          or permit the use of such information for any other purpose than
          stipulated in this Agreement and shall not disclose such information
          to any third party.


11.  BREACH

11.1      Should the Seller commit any breach of this Agreement, the Purchasers
          shall not be entitled to cancel this Agreement unless the breach is
          material and goes to the root of this Agreement and cannot be remedied
          adequately by the payment of damages and, being such a breach, is not
          remedied or is not capable of being remedied by specific performance
          within a reasonable time after the Seller receives written notice from
          the Purchasers to remedy the breach.

11.2      Should either of the Purchasers commit any breach of this Agreement,
          the Seller shall not be entitled to cancel this Agreement unless the
          breach is material and goes to the root of this Agreement and cannot
          be remedied adequately by the payment of damages and, being such a
          breach, is not remedied or is not capable of being remedied by
          specific performance within a reasonable time after the Purchasers
          receive written notice from the Seller to remedy the breach.


12.  GENERAL

12.1      COMMUNICATIONS BETWEEN THE PARTIES

          All notices, demands and other oral or written communications given or
          made by or on behalf of any Party to the other Parties shall be in
          English.

12.2      REMEDIES

          No remedy conferred by this Agreement is intended, unless specifically
          otherwise stated, to be exclusive of any other remedy which is
          otherwise available at law, by statute or otherwise. Each remedy shall
          be cumulative and in addition to every other remedy given hereunder or
          now or hereafter



                                     Page 26

          existing at law, by statute or otherwise. The election of any one or
          more remedy by any of the Parties shall not constitute a waiver by
          such Party of the right to pursue any other remedy.

12.3      SEVERANCE

          If any provision of this Agreement is rendered void, illegal or
          unenforceable in any respect under any law, the validity, legality and
          enforceability of the remaining provisions shall not in any way be
          affected or impaired thereby and the Parties shall endeavour in good
          faith to agree an alternative provision to the void, illegal or
          unenforceable provision.

12.4      ENTIRE AGREEMENT

12.4.1         This Agreement (including the Schedules) constitutes the entire
               agreement between the Parties in regard to their subject matter.

12.4.2         No Party shall have any claim or right of action arising from any
               undertaking, representation or warranty not included in this
               Agreement or the Schedules.

12.5      VARIATIONS

          No agreement to vary, add to or cancel this Agreement shall be of any
          force or effect unless recorded in writing and signed by or on behalf
          of both Parties.

12.6      ASSIGNMENT

          No Party may delegate any of its obligations under this Agreement.

12.7      GENERAL CO-OPERATION

          Each Party shall co-operate with the others and execute and deliver to
          the other Parties such other instruments and documents and take such
          other actions as may be reasonably requested from time to time in
          order to carry



                                     Page 27

          out, evidence and confirm their rights and the intended purpose of
          this Agreement.

12.8      COUNTERPARTS

          This Agreement may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Agreement by signing any such counterpart.

12.9      JURISDICTION

          The Parties submit themselves to the non-exclusive jurisdiction of the
          Witwatersrand Local Division of the High Court of the Republic of
          South Africa.


13.  ARBITRATION

13.1      Any dispute arising out of this Agreement or the interpretation
          thereof, both while in force and after its termination, shall be
          submitted to and determined by arbitration. Any Party may demand
          arbitration by notice in writing to the other Parties. Such
          arbitration shall be held in Johannesburg unless otherwise agreed to
          in writing and shall be held in a summary manner with a view to it
          being completed as soon as possible.

13.2      There shall be 1 (one) arbitrator who shall be, where the question and
          issue is:

13.2.1         primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

13.2.2         primarily a legal matter, a practising Senior Counsel; or

13.2.3         primarily a technical matter, a suitably qualified person.



                                     Page 28

13.3      The appointment of the arbitrator shall be agreed upon between the
          Parties in writing but, failing agreement between them, within a
          period of 14 (fourteen) days after the arbitration has been demanded
          in terms of clause 13.1, any Party shall be entitled to request the
          President for the time being of the Law Society of the Northern
          Provinces to make the appointment and, in making his appointment, to
          have regard to the nature of the dispute.

13.4      The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965 (as amended), but shall not be obliged
          to follow the procedures prescribed in that Act and shall be entitled
          to decide on such procedures as he may consider desirable for the
          speedy determination of the dispute, and in particular he shall have
          the sole and absolute discretion to determine whether and to what
          extent it shall be necessary to file pleadings, make discovery of
          documents or hear oral evidence.

13.5      The decision of the arbitrator shall be final and binding on the
          Parties and may be made an order of any court of competent
          jurisdiction. The Parties hereby submit themselves to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa, or any successor thereto, should any Party
          wish to make the arbitrator's decision an order of that Court.


14.  ADDRESSES FOR LEGAL PROCESS AND NOTICES

14.1      The Parties choose for the purposes of this Agreement the following
          addresses and telefax numbers:

14.1.1         the Seller    :            45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: The Company Secretary
                                          Fax No: 011 482 1022



                                     Page 29

14.1.2         the IDC:                   19 Fredman Drive
                                          Sandton
                                          Johannesburg
                                          Attn: The Chief Legal Advisor
                                          Fax No: 011 269 3116

14.1.3         KBH:                       ERPM Main Office
                                          Cnr Main Reef and Pretoria Road
                                          Boksburg
                                          Attn: The Chief Executive Officer
                                          Fax No: 011 917 2542

14.1.4         DRD:                       45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: The Company Secretary
                                          Fax No. 011 482 1022

14.2      Any legal process to be served on any of the Parties may be served on
          it at the address specified for it in clause 14.1 and it chooses that
          address as its domicilium citandi et executandi for all purposes under
          this Agreement.

14.3      Any notice or other communication to be given to any of the Parties in
          terms of this Agreement shall be valid and effective only if it is
          given in writing, provided that any notice given by telefax shall be
          regarded for this purpose as having been given in writing.

14.4      A notice to any Party which is sent by registered post in a correctly
          addressed envelope to the address specified for it in clause 14.1
          shall be deemed to have been received (unless the contrary is proved)
          within 14 (fourteen) days from the date it was posted, or which is
          delivered to the Party by hand at that address shall be deemed to have
          been received on the day of delivery,



                                     Page 30

          provided it was delivered to a responsible person during ordinary
          business hours.

14.5      Each notice by telefax to a Party at the telefax number specified for
          it in clause 14.1 shall be deemed to have been received (unless the
          contrary is proved) within 4 (four) hours of transmission if it is
          transmitted during normal business hours of the receiving Party or
          within 4 (four) hours of the beginning of the next Business Day after
          it is transmitted, if it is transmitted outside those business hours.

14.6      Notwithstanding anything to the contrary in this clause 14, a written
          notice or other communication actually received by any Party (and for
          which written receipt has been obtained) shall be adequate written
          notice or communication to it notwithstanding that the notice was not
          sent to or delivered at its chosen address.

14.7      Any Party may by written notice to the other Parties change its
          address for the purposes of clause 14.1 to any other address (other
          than a post office box number) provided that the change shall become
          effective on the 7th (seventh) day after the receipt of the notice.


15.  COSTS

15.1      Each Party shall pay its own costs incurred by it to its attorneys and
          other professional advisers for the preparation, signing and closing
          of this Agreement.

15.2      The Company shall bear the costs of the Competition Commission of
          South Africa for the purposes of the sale and purchase of the Sale
          Shares under this Agreement.

15.3      The Purchasers shall be liable for any stamp duty payable for the
          registration of any transfer of the Sale Shares under this Agreement.



                                     Page 31

16.  SPECIAL INDEMNITY UNDERTAKINGS

16.1      KBH hereby unconditionally undertakes to DRD that it will procure the
          release fully of DRD from the Security in all its forms within 6 (six)
          months of the Closing Date. KBH hereby indemnifies DRD and hold it
          harmless against any claim, loss or damages suffered or expense
          incurred by the Seller arising from the Security in respect of any
          breach by the Company, after the Closing Date, of any agreement which
          is the subject matter of the Security for so long as KBH has not
          procured the release of DRD from the Security. Notwithstanding the
          provisions of this clause 16.1, KBH shall not be liable for any
          consequential or indirect losses, expenses or damages suffered by DRD
          under this Agreement.

16.2      For the purposes of this clause 16:

16.2.1    "Indemnity"                     means an indemnity given in terms of
                                          this Agreement;

16.2.2    "Indemnifying Party"            means KBH;

16.2.3    "Indemnified Party"             means DRD.

16.3      The Indemnified Party shall notify the Indemnifying Party in writing
          of any claim which is made against the Indemnified Party and which is
          covered by an Indemnity as soon as practicable after the Indemnified
          Party has become aware thereof.

16.4      If any claim is made against the Indemnified Party which is covered by
          an Indemnity, the Indemnified Party shall, if so required by the
          Indemnifying Party in writing, oppose the claim to the extent required
          by the Indemnifying Party, provided that:

16.4.1         the Indemnified Party is first furnished with security to its
               reasonable satisfaction for the payment of all costs (on an
               attorney and client basis) of the opposition to the claim and all
               costs which may be



                                     Page 32

               awarded against the Indemnified Party as a consequence of the
               contesting of the claim;

16.4.2         if the security referred to in clause 16.4.1 is not provided, or
               if that security is provided and the opposition to the claim is
               unsuccessful or abandoned on the written instructions of the
               Indemnifying Party, and if the Indemnifying Party does not
               immediately discharge the claim in question, the Indemnified
               Party will be entitled to pay the claim and recover the full
               amounts so paid from the Indemnifying Party.

16.5      For the purposes of clause 16.4 above, the Indemnifying Party or its
          duly authorised representatives shall be entitled to access to the
          accounts, records and documents of the Indemnified Party which relate
          to the claim in question.


SIGNED at Johannesburg on 12 June 2002


                                          For:  CROWN CONSOLIDATED GOLD
                                                RECOVERIES LIMITED

                                                /s/ Mark Wellesley-Wood
                                                --------------------------------
                                                Signatory: Mark Wellesley-Wood
                                                Capacity: Director
                                                Authority: Resolution


SIGNED at Sandton on 12 June 2002


                                          For:  THE INDUSTRIAL DEVELOPMENT
                                                CORPORATION OF SOUTH AFRICA
                                                LIMITED

                                                /s/ Nam Tshivhase
                                                --------------------------------
                                                Signatory: Nam Tshivhase
                                                Capacity: General Counsel
                                                Authority: General Resolution



                                     Page 33

                                                and

                                                /s/ M. Netshitangani
                                                --------------------------------
                                                Signatory: M. Netshitangani
                                                Capacity: Head of Department
                                                Authority: Resolution


SIGNED at Sandton on 12 June 2002


                                          For:  KHUMO BATHONG HOLDINGS
                                                (PTY) LIMITED

                                                /s/ M.P. Ncholo
                                                --------------------------------
                                                Signatory: M.P. Ncholo
                                                Capacity: CEO
                                                Authority: Resolution


SIGNED at Johannesburg on 12 June 2002


                                          For:  DURBAN ROODEPOORT DEEP,
                                                LIMITED

                                                /s/ Mark Wellesley-Wood
                                                --------------------------------
                                                Signatory: Mark Wellesley-Wood
                                                Capacity: Director
                                                Authority: Resolution



                                     Page 34

SCHEDULE 1

CONTRACTS

1. Loan Facility agreement entered into between Buffelsfontein Gold Mines
Limited and FBCF Equipment Finance (Proprietary) Limited on 17 November 1999,
supported by a separate guarantee and indemnity agreement entered into between
DRD, Blyvooruitzicht Gold Mining Company Limited, Argonaut Financial Services
(Proprietary) Limited, West Witwatersrand Gold Mines Limited, the Company and
BOE Bank Limited (BOE Merchant Bank division).

2. International Bullion Master Agreement entered into between Chase Manhattan
Bank and DRD on 2 November 1998 for spot and forward traders and bullion
options.



                                     Page 35

SCHEDULE 1A

DRD GROUP CONTRACTS

1.   Toll Milling Contract entered into between DRD and CGR to treat Fleurhof
     Material at Rand Lease Plant for CGR at the cost of R1, 20 per ton.

2.   Management services agreement entered into between the Company and DRD.



                                     Page 36

SCHEDULE 2

SURETYSHIPS AND GUARANTEES OF DRD

1.   Suretyship in favour of the IDC for R25 000 000 (twenty five million Rand)
     signed on 8 June 1999

2.   Suretyship in favour of SCMB for R4 000 000 (four million Rand) signed on
     25 October 2000.



                                     Page 37

SCHEDULE 3

SHAREHOLDERS' AGREEMENT



                                      SCHEDULE 3 TO THE SHARE PURCHASE AGREEMENT

SHAREHOLDERS' AGREEMENT


between:


THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED


and


KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED


and


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


and


DURBAN ROODEPOORT DEEP, LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                      Telephone : (011) 881 9800
                                                            Fax : (011) 883 4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                        
1.  INTERPRETATION..........................................................3
2.  CONDITION PRECEDENT....................................................11
3.  COMPANY BUSINESS.......................................................11
4.  CORPORATE REQUIREMENTS.................................................11
5.  DIVIDEND POLICY........................................................12
6.  CAPITAL AND FURTHER FINANCE............................................13
7.  WAREHOUSING ARRANGEMENT................................................15
8.  OBLIGATIONS OWED TO DRD................................................20
9.  OBLIGATIONS OWED BY DRD................................................21
10. DIRECTORS AND MANAGEMENT...............................................21
11. RESERVED MATTERS.......................................................23
12. FINANCIAL MATTERS......................................................26
13. INFORMATION AND REPORTING..............................................27
14. CONFIDENTIALITY........................................................28
15. REGULATORY MATTERS.....................................................30
16. TRANSFER OF SHARES.....................................................31
17. FURTHER ASSURANCES.....................................................37
18. ANNOUNCEMENTS..........................................................37
19. ENTIRE AGREEMENT.......................................................38
20. CONFLICT WITH MEMORANDUM AND ARTICLES..................................38
21. DURATION...............................................................39
22. NOTICES................................................................40
23. ARBITRATION............................................................42
24. GENERAL................................................................43



SCHEDULES

1.   SCHEDULE 1: DEFINITION OF "IRR"
2.   SCHEDULE 2: BASIS OF INTEREST COVER
3.   SCHEDULE 3: PROPOSED BUSINESS PLAN



                                     Page 3

WHEREAS:

A.   The IDC and KBH are desirous of purchasing 57% (fifty seven per cent) and
     3% (three per cent), respectively, of the issued share capital of the
     Company and CCGR is desirous of selling 57% (fifty seven per cent) of the
     issued share capital of the Company to the IDC and 3% (three per cent) of
     the issued share capital of the Company to KBH, in terms of the Share
     Purchase Agreement. CCGR intends retaining 40% (forty per cent) of the
     issued share capital of the Company upon completion of the Share Purchase
     Agreement.

B.   The Parties are entering into this Agreement in order to establish the
     manner in which the Company is to be managed and to set out the terms
     governing the relationship of the IDC, KBH and CCGR as shareholders in the
     Company.

IT IS AGREED AS FOLLOWS:


1.   INTERPRETATION

1.1       DEFINITIONS

          For the purposes of this Agreement, and the preamble, unless the
          context requires otherwise, the words and expressions set out below
          shall have the meanings assigned to them, namely:

1.1.1     "this Agreement"                means this shareholders' agreement and
                                          all its Schedules;

1.1.2     "Affiliate"                     means with respect to any person, any
                                          other person directly or indirectly
                                          holding at least 30% (thirty per cent)
                                          of the ordinary issued share capital
                                          of that person;

1.1.3     "Board"                         means the board of Directors or any
                                          duly



                                     Page 4

                                          appointed committee thereof from time
                                          to time;

1.1.4     "Budget"                        means a budget for the Company for a
                                          particular Financial Year in a format
                                          approved from time to time by the
                                          Board;

1.1.5     "Business Day"                  means any day other than a Saturday,
                                          Sunday or statutory holiday in South
                                          Africa;

1.1.6     "Business Plan"                 means an ongoing business plan for the
                                          Company commencing with the Initial
                                          Business Plan, including the business
                                          plans of the Company drawn by the
                                          Directors for the succeeding Financial
                                          Years;

1.1.7     "CCGR"                          means Crown Consolidated Gold
                                          Recoveries Limited, a company
                                          registered in accordance with the laws
                                          of South Africa under Registration
                                          Number 1997/007865/06;

1.1.8     "CCGR Directors"                means the Directors appointed by CCGR
                                          from time to time;

1.1.9     "CCGR Loan"                     means all the non-interest bearing
                                          loans made by the Company to DRD and
                                          thus owing by DRD to the Company as at
                                          the Completion Date;

1.1.10    "CCGR's Shares"                 means the 40 (forty) Shares,
                                          constituting 40% (forty per cent) of
                                          the issued share capital of the
                                          Company, held by CCGR as at the
                                          Completion Date, together with any
                                          other Shares held by CCGR from time to
                                          time;



                                     Page 5

1.1.11    "Cession Agreement"             means the cession agreement as defined
                                          in the Share Purchase Agreement;

1.1.12    "Chairman"                      means the chairman from time to time
                                          of the Board;

1.1.13    "Companies Act"                 means the Companies Act, 1973, as
                                          amended;

1.1.14    "the Company"                   means Crown Gold Recoveries
                                          (Proprietary) Limited, a company
                                          registered in accordance with the laws
                                          of South Africa under Registration
                                          Number 1988/005115/07;

1.1.15    "Completion Date"               means the date on which the condition
                                          precedent referred to in clause 2.1 is
                                          fulfilled;

1.1.16    "Directors"                     means directors of the Company from
                                          time to time;

1.1.17    "DRD"                           means Durban Roodepoort Deep, Limited,
                                          a company registered in accordance
                                          with the laws of South Africa under
                                          Registration Number 1895/000926/06;

1.1.18    "DRD Loan"                      means the unsecured loan note, which
                                          as at the Signature Date has a face
                                          value of R37 716 875 (thirty seven
                                          million seven hundred and sixteen
                                          thousand and eight hundred and seventy
                                          five Rand), which was issued by the
                                          Company to CCGR (evidencing the
                                          indebtedness of the Company to CCGR)
                                          and ceded to DRD and bears interest at
                                          the Prime Rate plus 25% (twenty five
                                          per cent) of the Prime Rate;



                                     Page 6

1.1.19    "Executive Directors"           means any of the Directors who are
                                          employed by the Company or seconded to
                                          the Company, as the case may be, in a
                                          managerial capacity;

1.1.20    "Existing GNB"                  means the general notarial covering
                                          bond registered on 13 September 1999
                                          under registration number BN25326/1999
                                          by the Company in favour of the IDC in
                                          the amount of R25 000 000 (twenty five
                                          million Rand) over the assets of the
                                          Company;

1.1.21    "Fair Price"                    means the open market value of the
                                          relevant Shares between a willing
                                          seller and a willing third party buyer
                                          at the date of the Transfer Notice (as
                                          defined in clause 16.6) without any
                                          premium or discount by reference to
                                          the percentage of the Shares being
                                          sold or transferred;

1.1.22    "Financial Year"                means a financial period of the
                                          Company (commencing, other than in the
                                          case of its initial financing period,
                                          on 1 July and ending on 30 June of
                                          each year);

1.1.23    "the IDC"                       means The Industrial Development
                                          Corporation of South Africa Limited, a
                                          company registered in accordance with
                                          the company laws of South Africa under
                                          Registration Number 1940/014201/06;

1.1.24    "IDC Directors"                 means the Directors appointed by the
                                          IDC from time to time;



                                     Page 7

1.1.25    "IDC Investment"                means the IDC Shares and the IDC Loan
                                          from time to time;

1.1.26    "IDC Loan"                      means the IDC's shareholder loan
                                          against the Company as set out in
                                          clause 6.3.1;

1.1.27    "IDC Shares"                    means the 57 (fifty seven) Shares,
                                          constituting 57% (fifty seven per
                                          cent) of the issued share capital of
                                          the Company, held by the IDC as at the
                                          Completion Date, together with any
                                          other Shares held by the IDC from time
                                          to time;

1.1.28    "Initial Business Plan"         means the proposed business plan
                                          attached to this Agreement as
                                          Schedule 3;

1.1.29    "IRR"                           means the real after tax internal rate
                                          of return calculated in accordance
                                          with the methodology contained in
                                          Schedule 1 to this Agreement;

1.1.30    "IRR Certificate"               means the certificate furnished by the
                                          IDC to the other Parties in terms of
                                          clause 7.5.5.6;

1.1.31    "KBH"                           means Khumo Bathong Holdings
                                          (Proprietary) Limited, a company
                                          registered in accordance with the laws
                                          of South Africa under Registration
                                          Number 1998/007564/07;

1.1.32    "KBH Directors"                 means the Directors appointed by KBH
                                          from time to time;

1.1.33    "KBH Shares"                    means the 3 (three) Shares,
                                          constituting 3% (three per cent) of
                                          the issued share capital of the
                                          Company, held by KBH as at the



                                     Page 8

                                          Completion Date together with any
                                          other Shares held by KBH from time to
                                          time;

1.1.34    "Loan Account"                  in relation to a Shareholder, means
                                          its loan account for shareholder loans
                                          made to the Company by it and by any
                                          company which is a Member of the Same
                                          Group as it;

1.1.35    "Member of the Same Group"      means in relation to any Party, any
                                          company which is its subsidiary
                                          company, holding company or Affiliate;

1.1.36    "Memorandum and Articles"       means the memorandum and articles of
                                          association of the Company for the
                                          time being and as amended from time to
                                          time;

1.1.37    "Non-Executive Directors"       means any of the Directors who are not
                                          employed by the Company or seconded to
                                          the Company, as the case may be, in a
                                          managerial capacity;

1.1.38    "Parties"                       means the IDC, KBH, CCGR and the
                                          Company and "Party" means any one of
                                          them;

1.1.39    "Prime Rate"                    shall mean the publicly quoted basic
                                          rate of interest generally charged by
                                          The Standard Bank of South Africa
                                          Limited from time to time in South
                                          Africa on overdraft to its first class
                                          corporate borrowers, calculated on a
                                          365 (three hundred and sixty five) day
                                          factor, irrespective of whether or not
                                          the year in question is a leap year,
                                          it being recorded that a certificate
                                          signed by any manager of The Standard
                                          Bank of South Africa Limited



                                     Page 9

                                          (whose appointment it shall not be
                                          necessary to prove) shall constitute
                                          prima facie proof of the ruling prime
                                          rate at the relevant time in the event
                                          of there being a dispute in relation
                                          thereto;

1.1.40    "Reserved Matters"              means the matters set out in clause
                                          11.2;

1.1.41    "Security Interest"             means any mortgage, pledge, lien
                                          (other than a lien arising by
                                          operation of law), right of set-off,
                                          encumbrance or any security interest
                                          whatsoever, howsoever created or
                                          arising, including any analogous
                                          security interest under the law of
                                          South Africa;

1.1.42    "Share Purchase Agreement"      means the share purchase agreement
                                          entered into between the IDC, KBH,
                                          CCGR and DRD simultaneously with the
                                          signing of this Agreement and to which
                                          this Agreement is attached as
                                          Schedule 3;

1.1.43    "Shareholders"                  means the IDC, KBH and CCGR (and
                                          "Shareholder" shall mean any one of
                                          them) and any other party which holds
                                          Shares and has become a signatory to
                                          this Agreement;

1.1.44    "Shares"                        means the ordinary shares of R1 (one
                                          Rand) each in the issued share capital
                                          of the Company;

1.1.45    "Signature Date"                means the last date on which this
                                          Agreement is signed by the Parties;
                                          and

1.1.46    "South Africa"                  means the Republic of South Africa as
                                          constituted from time to time.



                                     Page 10

1.2       GENERAL INTERPRETATION

          In addition to the definitions in clause 1.1, unless the context
          requires otherwise:

1.2.1          the singular shall include the plural and vice versa;

1.2.2          a reference to any one gender, whether masculine, feminine or
               neuter, includes the other two;

1.2.3          any reference to a natural person includes an artificial person
               and vice versa;

1.2.4          a cognate word or expression shall have a corresponding meaning;

1.2.5          words and expressions defined in the Companies Act, which are not
               defined in this Agreement, shall bear the same meanings in this
               Agreement as those ascribed to them in the Companies Act;

1.2.6          references to a statutory provision include any subordinate
               legislation made from time to time under that provision, and
               include that provision as from time to time modified or
               re-enacted as far as such modification or re-enactment applies,
               or is capable of applying, to this Agreement or any transaction
               entered into in accordance with this Agreement;

1.2.7          references to "this Agreement" include its Schedules, and
               references in this Agreement to "clauses" and "Schedules" are to
               clauses and schedules of this Agreement; and

1.2.8          where an obligation pursuant to this Agreement is expressed to be
               undertaken or assumed by any Party, such obligation shall be
               construed as requiring the Party concerned to exercise all rights
               and powers of control over the affairs of any other person which
               that Party is able to exercise (whether directly or indirectly)
               in order to secure performance of that obligation.



                                     Page 11

2.   CONDITION PRECEDENT

2.1       The whole of this Agreement (except for this clause 2 and clauses 1,
          14, 18, 22, 23 and 24) shall be subject to the condition precedent
          that the Share Purchase Agreement is duly entered into by all the
          parties to that agreement and that all the conditions precedent to
          which it is subject are fulfilled, or deemed to be fulfilled, and that
          it accordingly takes effect and is duly carried into effect and
          completed in accordance with its terms.

2.2       If the condition precedent referred to in clause 2.1 is not fulfilled,
          then this Agreement (except for this clause 2 and clauses 1, 14, 18,
          22, 23 and 24) shall not take effect unless otherwise agreed upon in
          writing by the Parties. If this Agreement (except for this clause 2
          and clauses 1, 14, 18, 22, 23 and 24) does not take effect in
          accordance with the provisions of this clause 2, no Party shall have
          any claim against any other of any nature whatsoever arising from the
          provisions of this Agreement.

2.3       The Parties shall use their reasonable endeavours to do whatever may
          be necessary to procure the fulfilment of the condition precedent and
          shall co-operate fully with each other for that purpose.


3.   COMPANY BUSINESS

     The business of the Company is the re-treatment of sand dumps, slime dumps
     and archive material deposits.


4.   CORPORATE REQUIREMENTS

4.1       The Parties agree that:



                                     Page 12

4.1.1          the name of the Company shall remain Crown Gold Recoveries
               (Proprietary) Limited;

4.1.2          the Company's auditors are Deloitte & Touche;

4.1.3          the bankers of the Company are the Standard Bank of South Africa
               Limited;

4.1.4          the registered office of the Company shall be at 45 Empire Road,
               Parktown, Johannesburg, South Africa;

4.1.5          the Company's financial year end shall be 30 June in each year;
               and

4.1.6          the secretary of the Company shall be Maryna Eloff or such other
               person as may be nominated by DRD from time to time in accordance
               with the provisions of the management services agreement referred
               to in clause 8.4.

4.2       Each of the Parties undertakes to the other that it will do everything
          within its powers to carry out all the matters referred to in clause
          4.1, including the convening and holding of all the necessary meetings
          of the Board and the Company, the passing of all necessary resolutions
          at those meetings and the filing of all documents and forms which are
          required to be filed with the Registrar of Companies in terms of the
          Companies Act for the purposes of or to give effect to those
          resolutions and the Shareholders shall exercise their votes as
          shareholders in the Company to that end.


5.   DIVIDEND POLICY

     The Company and each of the Shareholders acknowledge to one another that
     the Company shall, unless otherwise decided by the Board, and provided that
     the majority shall always include the IDC Director for so long as the IDC
     is a Shareholder, and subject to applicable laws, declare an annual
     dividend of a minimum of 30% (thirty per cent) of the net profits of the
     Company after interest and tax.



                                     Page 13

6.   CAPITAL AND FURTHER FINANCE

6.1       The authorised share capital of the Company as at the Signature Date
          is R4 000 (four thousand Rand) comprising 4 000 (four thousand)
          ordinary par value shares of R1 (one Rand) each and the initial issued
          share capital of the Company as at the Completion Date shall be R100
          (one hundred Rand) comprising 100 (one hundred) Shares of which:

6.1.1          40% (forty per cent) will be held by CCGR;

6.1.2          3% (three per cent) will be held by KBH; and

6.1.3          57% (fifty seven per cent) will be held by the IDC.

6.2       The issued share capital of the Company may from time to time be
          increased to such an extent as shall be mutually agreed between the
          Parties in accordance with this clause 6.

6.3       The Parties record that, as at the Completion Date, the Shareholders
          will have the following claims against the Company:

6.3.1          a shareholder loan by the IDC to the Company of R108 360 486.00
               (one hundred and eight million three hundred and sixty thousand
               and four hundred and eighty six Rand), bearing interest at the
               Prime Rate plus 15% (fifteen per cent) of the Prime Rate
               calculated monthly in arrear with effect from the Completion Date
               and repayable over 60 (sixty) months in equal monthly instalments
               on the 15th (fifteenth) day of each month commencing on 15 August
               2002, but subject to the warehousing arrangements set out in
               clause 7. This shareholder loan shall be secured by the Existing
               GNB and, as further security for this shareholder loan, the
               Company shall register a general notarial covering bond in favour
               of the IDC, on terms acceptable to the IDC, up to the amount of
               R45 000 000.00 (forty five million Rand) over all the



                                     Page 14

               movable assets of the Company as contemplated in the Share
               Purchase Agreement;

6.3.2          a shareholder loan by CCGR to the Company of R76 042 446.40
               (seventy six million forty two thousand and four hundred and
               forty six Rand and forty cents), bearing interest at the Prime
               Rate plus 25% (twenty five percent) of the Prime Rate calculated
               monthly in arrear with effect from the Completion Date and
               repayable over 84 (eighty four) months in equal monthly
               instalments on the 15th (fifteenth) day of each month commencing
               on 15 August 2002. The Parties record that the payment of
               interest shall be subject to the Company maintaining a monthly
               interest cover ratio on the basis set out in Schedule 2 failing
               which the Company shall not be liable to make the interest
               payment for that month and the accrued interest will not be
               capitalised but will be carried over into and be payable in the
               subsequent month or months, as the case may be, subject to the
               provisions of Schedule 2; and

6.3.3          KBH shall have a shareholder loan against the Company of R5 703
               183.00 (five million seven hundred and three thousand one hundred
               and eighty three Rand). This shareholder loan shall bear interest
               at the Prime Rate and has no fixed repayment terms and is
               repayable on demand.

6.4       The Parties agree that, in the event of any conflict between the terms
          of the shareholder loans set out in clause 6.3, and any agreement
          entered into by the Company prior to the Completion Date for the
          purposes of borrowing such shareholder loans, the terms set out in
          clause 6.3 shall prevail.

6.5       Notwithstanding anything to the contrary anywhere else in this
          Agreement, none of the Shareholders undertake to provide any loan or
          share capital to the Company nor to give any guarantee or indemnity in
          respect of any of the Company's liabilities or obligations. Without
          detracting from this clause in any way, the Shareholders record that
          any further capital required by the Company from time to time and
          which they may agree to provide, will be provided by them as agreed
          between them.



                                     Page 15

6.6       Where the Shareholders agree to provide any further capital by way of
          a loan then, unless otherwise agreed in writing by the Shareholders,
          the indebtedness of the Company incurred in respect of the loans shall
          be subject to terms as approved by the Board.


7.   WAREHOUSING ARRANGEMENT

7.1       The Parties record that it is their intention that the IDC shall not
          remain a Shareholder of the Company indefinitely but shall transfer
          the IDC Investment to KBH, simultaneously with the discharge of the
          IDC Loan by KBH to the IDC, in accordance with the provisions of this
          clause 7. Accordingly, the Parties agree with each other that KBH
          shall, at all times, have the right to repay to the IDC, the IDC Loan
          on behalf of the Company subject to the provisions of this clause 7
          and the Company shall be deemed to have discharged all its obligations
          to the IDC in this regard upon such repayment of the IDC Loan. A
          certificate issued by an authorised officer of the IDC shall be prima
          facie evidence of the amount owing under the IDC Loan and the Early
          Purchase Amount (as defined in 7.4), and shall be provided by the IDC
          to KBH within 10 (ten) Business Days of receipt of written notice to
          do so, prior to the exercise of the KBH Special Option referred to in
          clause 7.2. If any Party disputes the amount owing under the IDC Loan
          and/or the Early Purchase Amount, such dispute shall be referred, at a
          cost to be shared equally between KBH and the IDC, to a firm of
          independent auditors to be agreed by the IDC, KBH and the Company
          within 3 (three) Business Days of the dispute so arising, failing
          which an internationally recognised independent firm of auditors
          nominated by the president for the time being of the South African
          Institute of Chartered Accountants upon request by any of the IDC, KBH
          or the Company. Any firm of auditors appointed in terms of this clause
          7.1 shall make its determination acting as experts and its
          determination shall be final and binding on the Parties.

7.2       Notwithstanding any provision to the contrary in this Agreement, the
          IDC hereby grants to KBH, which hereby accepts, a call option to
          purchase the



                                     Page 16

          entire IDC Investment (hereinafter referred to as the "KBH Special
          Option") upon the terms and subject to the conditions set out in
          clauses 7.3 to 7.5.9 below and each of the other Parties, other than
          the IDC and KBH, hereby consents to the IDC granting to KBH the KBH
          Special Option and waives any pre-emptive rights which it may have in
          regard to the Shares which constitute the subject matter of the KBH
          Special Option.

7.3       The KBH Special Option may be exercised by KBH by notice in terms of
          clause 7.4 at any time but not later than 16h00 of the last Business
          Day of the 60th (sixtieth) month from the Completion Date whereafter
          the KBH Special Option will lapse.

7.4       KBH shall exercise the KBH Special Option by written notice (the "KBH
          Election Notice") to the IDC, with a copy to the other Parties, at any
          time and on any day but always in accordance with the time period set
          out in clause 7.3 above, specifying the number of IDC Shares (which
          shall be equivalent to all the Shares then held by the IDC) and the
          amount of the IDC Loan (which shall be equivalent to the amount then
          outstanding on the IDC Loan in terms of clause 7.1) which KBH wishes
          to discharge on behalf of the Company in terms of clause 7.1, plus the
          amount payable by KBH to the IDC, which is equivalent to an IRR of 15%
          (fifteen per cent) on the IDC Investment which will be payable by KBH
          to the IDC if the IDC Investment has not yielded an IRR of 11% (eleven
          per cent) prior to the repayment of the IDC Loan ("Early Purchase
          Amount").

7.5       If KBH exercises the KBH Special Option to purchase all of the IDC
          Shares and the balance of the IDC Loan in terms of this clause 7, then
          the sale and purchase of the IDC Investment to KBH, which would
          result, shall be on the following terms and conditions:

7.5.1          the IDC Investment shall be sold and purchased free from all
               claims, liens, pledges and other hypothecations and encumbrances;



                                     Page 17

7.5.2          the purchase price payable by KBH for the IDC Shares shall be the
               par value for each of the IDC Shares and shall be payable in
               South African Rand only;

7.5.3          the effective date of the purchase and sale of the IDC Investment
               shall be the date and time specified by KBH and the Company under
               clause 7.5.5;

7.5.4          the consideration for the IDC Loan shall be the face value of the
               IDC Loan as at the date referred to in clause 7.5.3 and, if
               applicable, the Early Purchase Amount;

7.5.5          completion of the sale and purchase of the IDC Investment shall
               be effected within 10 (ten) Business Days of receipt by the IDC
               of the KBH Election Notice (or as soon thereafter as any
               necessary regulatory consents have been obtained and subject to
               compliance by the IDC with its obligations under this clause 7),
               at a meeting to be held at such reasonable time, date and place
               as KBH and the Company may specify by not less than 36 (thirty
               six) hours' prior written notice to the IDC and the other Parties
               and at which meeting:

7.5.5.1             the IDC shall deliver the relevant share certificate(s) to
                    KBH or any nominee(s) for KBH, together with such duly
                    executed transfer forms as may be required by law for the
                    transfer of the IDC Shares to KBH or any nominee(s) for KBH,
                    and a power of attorney in such form and in favour of such
                    person as KBH may nominate so as to enable KBH to exercise
                    all rights of ownership in respect of the IDC Shares,
                    including, without limitation, the voting rights thereto;

7.5.5.2             KBH shall pay the purchase price for the IDC Investment to
                    the IDC by a telegraphic transfer for value on the date of
                    completion, in terms of this clause 7.5.5, but only against
                    such delivery of the IDC Shares and a letter of cession by
                    the IDC to



                                     Page 18

                    KBH of all of the IDC's claims against the Company in
                    respect of the IDC Loan;

7.5.5.3             the IDC and KBH shall procure (insofar as they are able)
                    that such transfer or transfers are duly registered;

7.5.5.4             the IDC shall do all such other things and execute all such
                    other documents as KBH may require to give effect to the
                    sale and purchase of the IDC Shares; and

7.5.5.5             the IDC shall, simultaneously with the completion of the
                    sale and purchase of the IDC Shares, remove the Directors
                    appointed by it and such removal shall take effect without
                    any liability to the Company for compensation for loss of
                    office, loss of employment or otherwise; and

7.5.5.6             the IDC shall furnish KBH and the other Parties with a
                    certificate ("the IRR Certificate") which shall:

7.5.5.6.1                state the IRR yielded by the IDC Investment and
                         received by the IDC as at the date of the issuance of
                         the IRR Certificate;

7.5.5.6.2                confirm the Early Purchase Amount, if any, which KBH is
                         to pay to the IDC and which was stated in the
                         certificate issued by an authorised officer of the IDC
                         in terms of clause 7.1,

                    which IRR Certificate shall be prima facie evidence of the
                    Early Purchase Amount;

7.5.6          each of KBH and the IDC use their reasonable endeavours (costs to
               be shared equally by both these Parties) to obtain any regulatory
               consents that are required by law to enable the sale and purchase
               of the IDC Shares to be completed; if such consents are refused
               the



                                     Page 19

               purchase and sale shall become void and the IDC and KBH shall be
               released from their obligations under this clause 7 but they
               shall negotiate with each other in good faith with a view to
               achieving an alternative solution;

7.5.7          simultaneously with the completion of a sale and purchase of the
               IDC Shares:

7.5.7.1             the IDC shall procure that the IDC's obligations for all
                    loans, loan capital, borrowings and indebtedness in the
                    nature of borrowings owed to the Company by the IDC
                    (together with any accrued interest) are either delegated by
                    the IDC to KBH at such value as may be agreed between the
                    IDC and KBH, or failing agreement between them, are repaid
                    by the IDC to the Company;

7.5.7.2             KBH shall agree to the assignment to it of all rights and
                    obligations under any guarantees or indemnities given by the
                    IDC to or in respect of the Company and, pending such
                    assignment and consequent release of the IDC, shall
                    indemnify the IDC in respect thereof.

7.5.8          the IDC's obligation to transfer the IDC Shares to KBH in terms
               of this clause 7 shall be conditional on the compliance by KBH
               with its obligations under clause 7.5.7.2; and

7.5.9          notwithstanding anything to the contrary anywhere else in this
               clause 7, the IDC shall be obliged to cede to KBH, and KBH shall
               be obliged to acquire from the IDC, the whole of the IDC Loan at
               the same time as the IDC Shares are transferred to KBH.

7.6       If any dispute arises in respect of the amounts stated in the IRR
          Certificate under clause 7.5.5.6, the Party raising the dispute shall
          deal with such dispute in accordance with the dispute resolution
          mechanism set out in clause 7.1.



                                     Page 20

8.   OBLIGATIONS OWED TO DRD

8.1       The Company and each of the Shareholders acknowledge to one another
          and to DRD and hereby record that the Company is indebted to DRD to
          the extent of the DRD Loan.

8.2       The Parties agree that from the Completion Date, the DRD Loan will
          bear interest at the Prime Rate plus 25% (twenty five per cent) of the
          Prime Rate, which interest will be payable annually in arrear on each
          anniversary of the Completion Date and the DRD Loan will be repayable
          within 7 (seven) years of the Completion Date.

8.3       The Company and each of the Shareholders acknowledge to one another
          and to DRD and record that the agreement between DRD and Rand Refinery
          Limited dated 12 October 2001 will not be affected by this Agreement.

8.4       The Company and each of the Shareholders acknowledge to one another
          and to DRD and record that the existing management services agreement
          between the Company and DRD is being renegotiated and amended on terms
          and conditions which are satisfactory to all the Parties and will be
          concluded within 60 (sixty) days of the Completion Date.

8.5       Each of the Parties acknowledge the existence of a loan owed by the
          Company to DRD in the capital amount of R875 000 (eight hundred and
          seventy five thousand rands) which loan is unsecured, has been bearing
          interest from 13 November 2001 at the Prime Rate plus 15% (fifteen
          percent) of the Prime Rate payable annually in arrears on the 3rd
          (third) Business Day after each anniversary of that date, and the
          capital amount of which is repayable within 3 (three) years of that
          date.



                                     Page 21

9.   OBLIGATIONS OWED BY DRD

     The Company hereby cedes, assigns and makes over to CCGR all the rights
     against DRD owing from the CCGR Loan for a total consideration of R1 (one
     Rand) with effect from the Completion Date in accordance with the Cession
     Agreement.


10.  DIRECTORS AND MANAGEMENT

10.1      From the Completion Date until such date as the Shareholders will
          determine, the Board shall consist of 5 (five) Directors. Subject to
          the foregoing and the rights of IDC, KBH and CCGR under this
          Agreement, the number of Non-Executive Directors and Executive
          Directors shall be determined from time to time by the Shareholders.

10.2      From the Completion Date until such time as IDC ceases to be a
          Shareholder, the IDC shall have the right to appoint 1 (one) IDC
          Director, KBH shall have the right to appoint 2 (two) KBH Directors
          and CCGR shall have the right to appoint 2 (two) CCGR Directors. If
          IDC ceases to be a Shareholder, as soon as reasonably possible after
          the event, the Board shall be reconstituted so that it comprises 3
          (three) KBH Directors and 2 (two) CCGR Directors appointed by the
          remaining Shareholders in terms of this clause 10.2.

10.3      Any appointment or removal of a Director appointed by a Shareholder
          shall be effected by notice in writing to the Company signed by or on
          behalf of the Shareholder in question and shall take effect, subject
          to any contrary intention expressed in the notice, when the notice
          effecting the same is delivered to the Company. Any such removal shall
          be without prejudice to any claim which a Director so removed may have
          under any contract between him and the Company, provided that (in the
          case of a claim made by a Director in respect of such removal) the
          Shareholder so removing such Director shall indemnify the Company in
          respect of any liability arising in respect of such removal. Each
          Shareholder shall consult with the other Shareholders prior to any
          appointment or removal of a Director.



                                     Page 22

10.4      The quorum for the transaction of business at any meeting of the Board
          (other than an adjourned meeting) shall be at least the IDC Director
          (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at
          least 1 (one) CCGR Director present at the time when the relevant
          business is transacted. If such a quorum is not present within 30
          (thirty) minutes from the time appointed for the meeting or if during
          the meeting such a quorum ceases to be present, the meeting shall be
          adjourned for 7 (seven) Business Days and at that adjourned meeting
          any Director shall be regarded as present for the purposes of a quorum
          if represented by an alternate director in accordance with clause
          10.6. Directors may participate in a meeting of the Board by means of
          conference telephone or similar equipment by means of which all
          persons participating in the meeting can hear each other, and any such
          participation in a meeting shall constitute presence in person at the
          meeting.

10.5      At least 7 (seven) days' written notice shall be given to each of the
          members of the Board of any meeting of the Board, provided always that
          a shorter period of notice may be given with the written approval of
          at least the IDC Director, 1 (one) KBH Director (or his alternate) and
          at least 1 (one) CCGR Director (or his alternate). Any such notice
          shall contain, inter alia, an agenda identifying in reasonable detail
          the matters to be discussed at the meeting and shall be accompanied by
          copies of any relevant papers to be discussed at the meeting. Any
          matter which is to be submitted to the Board for a decision and which
          is not identified in reasonable detail as aforesaid shall not be
          decided upon, unless otherwise agreed in writing by all of the members
          of the Board.

10.6      Matters for decision by the Board shall (subject to clause 10.4) be
          decided by simple majority vote. Each Director shall have 1 (one)
          vote. Any KBH Director or CCGR Director who is absent from any meeting
          may nominate any other KBH Director or CCGR Director, as the case may
          be, to act as his alternate and to vote in his place at the meeting.
          If KBH or CCGR is not represented at any meeting of the Board by all
          the Directors appointed by it (whether present in person or by
          alternate so nominated by it to the Board), then 1 (one) of the
          Directors so present appointed by it shall be entitled at that meeting
          to such additional vote or votes as shall result in the Directors so



                                     Page 23

          present representing it having, subject to clause 10.4, in aggregate
          such number of votes as will be equal to the number of votes such
          Directors would have had, had such absent Directors been present. The
          IDC Director, if absent from any meeting, may nominate any person
          (including another Director) to act as his alternate and to vote in
          his place at the meeting.

10.7      Any decision required or permitted to be taken at any meeting of the
          Board, or any committee thereof, may be taken without a meeting if all
          Directors consent thereto in writing.


11.  RESERVED MATTERS

11.1      The Parties shall use their respective powers to procure, in so far as
          they are legally able to do so, that no action or decision relating to
          any of the Reserved Matters shall be taken, whether by the Board, the
          Company or any subsidiary of the Company or any of the officers or
          managers within the Company (as the case may be), without the prior
          approval of CCGR (for Shareholder matters) or a CCGR Director (for
          Board matters) for so long as CCGR is a Shareholder.

11.2      The Reserved Matters are the following:

11.2.1         MEMORANDUM AND ARTICLES - the adoption of or any alteration to
               the Memorandum and Articles or other constitutional documents of
               the Company;

11.2.2         CHANGES IN SHARE CAPITAL - any increase, alteration or reduction
               in the authorised or issued share capital of the Company or any
               increase or reduction by the Company in its shareholding in any
               other company;

11.2.3         CHANGE IN THE NATURE OF BUSINESS - any material change in the
               nature or scope of the business as set out in the memorandum of
               association of the Company;



                                     Page 24

11.2.4         BORROWINGS - after the expiry of the 7 (seven) year period from
               the Completion Date, the borrowing or raising of money by the
               Company or any of its subsidiary companies (which shall include
               the entry into of any finance lease but shall exclude normal
               trade credit) which would result in the aggregate borrowing of
               the Company exceeding R500 000 (five hundred thousand Rand) or
               such other amount as the Shareholders shall from time to time
               agree;

11.2.5         CAPITAL EXPENDITURE - capital expenditure by the Company or any
               of its subsidiary companies in respect of any item or project in
               excess of R500 000 (five hundred thousand Rand) or such other
               amount as the Shareholders shall from time to time agree;

11.2.6         ACQUISITIONS AND SHARE PURCHASES - any acquisition or share
               purchase (whether in a single transaction or a series of
               transactions) by the Company or any of its subsidiary companies
               of any business or any material part of any business or of any
               shares in any company where the value of the acquisition or share
               purchase exceeds R100 000 (one hundred thousand Rand);

11.2.7         MATERIAL LITIGATION - major decisions relating to the conduct
               (including the settlement) of legal proceedings to which the
               Company or any of its subsidiary companies is a party where the
               potential liability or claim is in excess of R100 000 (one
               hundred thousand Rand);

11.2.8         MANAGEMENT SERVICES AGREEMENT - cancellation by the Company of
               the management agreement entered into between DRD and the Company
               in accordance with clause 8.4.

11.2.9         ENCUMBRANCES - the creation of a mortgage, charge, encumbrance or
               other Security Interest of whatever nature in respect of all or
               any material part of the undertaking, property or assets of the
               Company or any of its subsidiary companies;



                                     Page 25

11.2.10        WINDING-UP - any proposal that the Company or any of its
               subsidiary companies be wound-up;

11.2.11        AUDITORS - a change in the auditors of the Company;

11.2.12        SHARE SCHEME - any proposal that any bonus or profit-sharing
               scheme or any share option or share incentive scheme or employee
               share trust or share ownership plan be adopted;

11.2.13        PARTNERSHIP OR JOINT VENTURE - any proposal that the Company
               enters into any partnership or joint venture with any third
               party, excluding (in so far as it may be necessary to do so)
               joint working arrangements with third parties for the provision
               of the Company's services for a particular contract or project in
               the ordinary and regular course of its business;

11.2.14        MERGER - any proposal that the Company merges with any other
               company or corporate body or merge the Company's business with
               that of any other person;

11.2.15        DISPOSAL OR DILUTION - any proposal that there be a disposal of
               or dilution of the Company's interests, directly or indirectly,
               in any subsidiary companies it may have from time to time;

11.2.16        LISTING - any proposal that a listing be obtained for the Shares
               on any stock exchange;

11.2.17        PREJUDICIAL TRANSACTIONS - anything which to the knowledge of any
               Shareholder would prejudice or could be reasonably expected to
               prejudice, to a material extent, any benefits available to a
               Shareholder.

11.3      The approval by CCGR of any of the Reserved Matters or to any
          variation thereof shall be given either in writing by the authorised
          representative of CCGR for this purpose or by the representatives of
          CCGR at a general meeting of the Company.



                                     Page 26

11.4      General meetings of Shareholders shall take place in accordance with
          the applicable provisions of the Memorandum and Articles on the basis,
          inter alia, that:

11.4.1         a quorum shall be the duly authorised representative of the IDC
               (for so long as the IDC is a Shareholder), 1 (one) duly
               authorised representative of KBH and 1 (one) duly authorised
               representative of CCGR;

11.4.2         the notice of meeting shall, unless otherwise agreed by each of
               the Shareholders, set out an agenda identifying in reasonable
               detail the matters to be discussed;

11.4.3         the chairman of any such meeting shall not have a casting vote;
               and

11.4.4         subject to the provisions of clause 11.1, a decision to approve
               any of the Reserved Matters shall require the vote of CCGR.

11.5      Any matters requiring a general meeting of or approval by the
          Shareholders under relevant corporate laws, but not covered by the
          Reserved Matters, shall be dealt with in accordance with the
          Memorandum and Articles.

11.6      If a deadlock arises by reason of failure by the Shareholders to reach
          agreement on any of the Reserved Matters or any other management
          matter requiring decision by the Shareholders, the procedure set out
          in clause 23 shall be followed by the Shareholders. Each Shareholder
          shall endeavour to resolve any disagreements in the best interests of
          the Company.


12.  FINANCIAL MATTERS

12.1      The Company shall, in relation to its financial statements, continue
          with the accounting principles applied by the Company as at the
          Completion Date.



                                     Page 27

12.2      The auditors of the Company shall be Deloitte & Touche or such other
          firm of chartered accountants of recognised international standing as
          may be agreed between the Parties from time to time.

12.3      The financial year of the Company shall commence on 1 July and
          terminate on 30 June of each year, unless otherwise agreed by the
          Parties.


13.  INFORMATION AND REPORTING

13.1      Each of the Shareholders shall be entitled to examine the separate
          books, records and accounts kept by the Company and to be supplied
          with all information, including monthly management accounts and
          operating statistics and other trading and financial information, to
          keep each Shareholder properly informed about the business and affairs
          of the Company.

13.2      The Company shall supply each of the Shareholders in any event and
          without prejudice to the generality of clause 13.1 with copies of:

13.2.1         audited consolidated accounts for the Company complying with all
               relevant legal requirements;

13.2.2         a Business Plan and itemised revenue and capital Budgets for each
               Financial Year covering each principal division of the Company
               and showing proposed trading and cash flow figures, manning
               levels and all material proposed acquisitions and other
               commitments for such Financial Year; and

13.2.3         monthly management accounts of each principal division of the
               Company, such accounts to include, inter alia, a consolidated
               profit and loss account, balance sheet and cash flow statement
               broken down according to the principal divisions of the Company
               including a statement of progress against the relevant Business
               Plan, a statement of variation from the quarterly revenue Budget
               and up to date forecasts for the balance of the relevant
               Financial Year and itemising all



                                     Page 28

               transactions referred to in the capital Budget entered into by
               each principal division of the Company during that period.


14.  CONFIDENTIALITY

14.1      Each Shareholder undertakes to the other Shareholders that it shall
          use (and shall procure that any Member of the Same Group as it shall
          use) all reasonable endeavours to keep confidential (and to ensure
          that its officers, employees, agents and professional and other
          advisers keep confidential) any information:

14.1.1         which it may have or acquire (whether before or after the date of
               this Agreement) in relation to the customers, suppliers,
               contractors, business, assets or affairs of the Company
               including, without limitation, any information provided pursuant
               to clause 13, unless otherwise required by the policies of the
               holding company of any of the Shareholders;

14.1.2         which, in consequence of the negotiations relating to this
               Agreement, or being a Shareholder, or having appointees on the
               Board, or the exercise of its rights, or performance of its
               obligations under this Agreement, it may have or acquire (whether
               before or after this Agreement) in relation to the customers,
               suppliers, contractors, business, assets or affairs of the
               Company; or

14.1.3         which relates to the contents of this Agreement or any agreement
               or arrangement entered into pursuant to this Agreement.

14.2      None of the Shareholders shall use for its own business purposes or
          disclose to any third party any such information (collectively
          "Confidential Information") without the written consent of the other
          Shareholders. In performing its obligations under this clause 14, each
          Shareholder shall apply such confidentiality standards and procedures
          as it applies generally in relation to its own confidential
          information.



                                     Page 29

14.3      The obligation of confidentiality under clause 14.1 shall not apply
          to:

14.3.1         the disclosure on a "need to know" basis to a company which is a
               Member of the Same Group as the IDC, KBH or CCGR (as the case may
               be) where such disclosure is for a purpose reasonably incidental
               to this Agreement;

14.3.2         information which is independently developed by the relevant
               Party or acquired from a third party to the extent that it is
               acquired with the right to disclose the same;

14.3.3         the disclosure of information to the extent required to be
               disclosed by law, any stock exchange regulation or any binding
               judgment, order or requirement of any court or other competent
               authority;

14.3.4         the disclosure of information to any tax authority to the extent
               reasonably required for the purposes of the tax affairs of the
               Party concerned or any Member of the Same Group as it;

14.3.5         the disclosure (subject to clause 14.4) in confidence to a
               Shareholder's professional advisors of information reasonably
               required to be disclosed for a purpose reasonably incidental to
               this Agreement;

14.3.6         information which becomes is in the public domain (otherwise than
               as a result of breach of this clause 14); or

14.3.7         any announcement made in accordance with the terms of clause 18.

14.4      Each Shareholder shall inform (and shall procure that any Member of
          the Same Group as it shall inform) any of its officers, employees or
          agents or any professional or other advisor advising it in relation to
          the matters referred to in this Agreement, to whom it discloses
          Confidential Information, that such information is confidential and
          shall instruct the person to whom the Confidential Information is
          disclosed:



                                     Page 30

14.4.1         to keep it confidential; and

14.4.2         not to disclose it to any third party (other than those persons
               to whom it has already been disclosed in accordance with the
               terms of this Agreement).

          The party disclosing the Confidential Information shall remain
          responsible for any breach of this clause 14 by the person to whom it
          is disclosed.

14.5      Upon termination of this Agreement, either Party may demand from the
          other the return of the other Party's Confidential Information by
          notice in writing; whereupon the other party shall (and shall ensure
          that the Members of the Same Group as it shall):

14.5.1         return all documents containing Confidential Information which
               have been provided by or on behalf of the Party demanding the
               return of Confidential Information; and

14.5.2         destroy any copies of such documents and any document or other
               record reproducing, containing or made from or with reference to
               the Confidential Information,

          save in each case, for any submissions to or filings with
          governmental, tax or regulatory authorities. Such return or
          destruction shall take place as soon as practicable after the receipt
          of any such notice.

14.6      The provisions of this clause 14 shall survive any termination of this
          Agreement for a period of 5 (five) years from such termination.


15.  REGULATORY MATTERS

15.1      The Parties shall respectively co-operate with each other to ensure
          that all information necessary or desirable for the making of (or
          responding to any



                                     Page 31

          requests for further information consequent upon) any notification or
          filings made in respect of this Agreement, or the transactions
          contemplated by this Agreement, is supplied to the Party dealing with
          such notifications and filings and that they are properly, accurately
          and promptly made.

15.2      Notwithstanding any other provisions of this Agreement, each Party
          declares that it will not give effect to any restriction or
          restrictions contained in this Agreement (or any such other
          agreement), which would cause this Agreement to contravene any
          relevant anti-competition laws, regulations and directives.


16.  TRANSFER OF SHARES

16.1      The provisions of this clause 16 shall apply in relation to any
          transfer, or proposed transfer, of Shares or any interest in such
          Shares, save for the transfer of the Shares from the IDC to KBH in
          terms of the arrangements set out in clause 7.

16.2      Except with the prior written consent of the other Shareholders and in
          accordance with the provisions of this clause 16, no Shareholder
          shall:

16.2.1         transfer any of its Shares; or

16.2.2         grant, declare, create or dispose of any right or interest in any
               of its Shares; or

16.2.3         create or permit to exist any pledge, lien, charge (whether fixed
               or floating) or other encumbrances over any of its Shares.

16.3      No Shares held by a Shareholder may be transferred otherwise than
          pursuant to a transfer by that party (the "Seller") of all (and not
          some only) of the Shares then held by it (the "Seller's Shares").

16.4      Subject to clause 7, no Shareholder shall transfer any Shares during a
          period of 2 (two) years from the Completion Date.



                                     Page 32

16.5      The Company and each of the Shareholders acknowledge to each other and
          record that KBH shall not be entitled to transfer the KBH Shares until
          the IDC Loan has been repaid in full.

16.6      After the expiry of the initial period referred to in clause 16.4 and
          before the Seller makes any transfer of the Seller's Shares, the
          Seller shall first give to the other Shareholders (the "Continuing
          Party/ies") notice in writing (a "Transfer Notice") of any proposed
          transfer together with details of the proposed third party purchaser
          thereof (the "Third Party Purchaser"), the purchase price and other
          material terms agreed between the Seller and the Third Party
          Purchaser. A Transfer Notice shall, except as hereinafter provided, be
          irrevocable.

16.7      The Seller shall be deemed to have offered the Seller's Shares to the
          Continuing Party/ies in proportion to their then shareholdings in the
          Company. Each Shareholder to whom such Seller's Shares are offered
          shall have the right to purchase all (but not some only) of the
          Seller's Shares offered to it and the Seller's Shares offered to the
          other Continuing Party/ies and not taken up by the other Continuing
          Party/ies;

16.8      The Continuing Party/ies shall, subject to clause 16.11, have the
          right to purchase the Seller's Shares at the purchase price specified
          in the Transfer Notice (or at such other price as shall be agreed
          between the Seller and the Continuing Party/ies) by giving written
          notice to the Seller within 60 (sixty) days of the receipt of the
          Transfer Notice (the "Acceptance Period"). The obligations of the
          Parties to complete such purchase shall be subject to the provisions
          of clause 16.12.

16.9      If any Continuing Party wishes to purchase the Seller's Shares but is
          unwilling to accept the price specified in the Transfer Notice and
          fails to agree a price with the Seller within the Acceptance Period,
          then the Continuing Party shall be entitled to refer the question of
          the purchase price to an independent investment bank (the "Expert")
          agreed upon by the IDC (for so long as it is a



                                     Page 33

          Shareholder), KBH and CCGR to certify the Fair Price thereof. The
          following principles shall apply:

16.9.1         the Expert shall, unless otherwise agreed between the Parties, be
               an independent investment bank which is independent of all
               Parties and the Third Party Purchaser and which shall not have
               acted for any Party in any material capacity for a period of at
               least 2 (two) years preceding the date of the Transfer Notice;

16.9.2         if the Seller and the Continuing Party/ies are unable to agree
               upon such independent investment bank within a period of 40
               (forty) days of the receipt of the Transfer Notice, then the
               Expert shall be appointed by the head for the time being of
               Standard Corporate and Merchant Bank (or its successor in title)
               or, in the head's absence or otherwise at his request, by one of
               the deputy heads;

16.9.3         the Parties shall procure that there is made available to the
               Expert such information relating to the Company as it reasonably
               requires in order to determine the Fair Price;

16.9.4         in certifying the Fair Price, the Expert shall take into account
               all factors it considers to be relevant, including the purchase
               price and other material terms agreed between the Seller and the
               Third Party Purchaser;

16.9.5         the Expert shall be deemed to be acting as an expert and not an
               arbitrator and its decision shall be final and binding on the
               Parties; and

16.9.6         the cost of obtaining the Expert's certificate (the
               "Certificate") shall be borne equally between the Seller and the
               Continuing Party/ies who wish to purchase the Seller's Shares
               unless the Seller shall give notice of revocation pursuant to
               clause 16.10, in which case the Seller shall bear the said cost.



                                     Page 34

16.10     If the Seller is not willing to accept the Fair Price determined by
          the Expert, then it shall be entitled to revoke the Transfer Notice by
          notice in writing given within a period of 30 (thirty) days after the
          date of the issue of the Certificate (which, for the avoidance of
          doubt, shall be issued to the Seller and the Continuing Parties). In
          the event of such revocation, the Seller shall not be entitled to
          transfer the Seller's Shares or any of them without first serving a
          further Transfer Notice and otherwise complying with this clause 16.

16.11     If the Transfer Notice shall not have been duly revoked under clause
          16.10, the Continuing Party/ies shall have the right to purchase from
          the Seller the Seller's Shares at the Fair Price by giving written
          notice to the Seller within 30 (thirty) days of the expiry of the
          period of 30 (thirty) days mentioned in clause 16.10. Notwithstanding
          anything to the contrary in this clause 16.11, in the event that an
          Expert is required to determined the Fair Price of the Seller's
          Shares, pursuant to the provisions of clause 16.9, the Fair Price of
          the Seller's Shares so determined shall be the purchase price of the
          Seller's Shares for the purposes of this clause 16, irrespective of
          whether or not the Fair Price of the Seller's Shares so determined is
          higher or lower than the purchase price specified in the Transfer
          Notice or than such other price as may have been agreed upon between
          the Seller and any Continuing Party.

16.12     The Continuing Party/ies shall become bound (subject only to necessary
          approvals of its shareholders in general meeting and any regulatory
          approvals) to purchase the Seller's Shares on giving written notice to
          the Seller to exercise its rights under clause 16.8 or 16.11. In such
          event, completion of the sale and purchase of the Seller's Shares
          shall take place within 30 (thirty) days after the giving of such
          notice. Notwithstanding the foregoing, such notice and right of the
          Continuing Party/ies to acquire the Seller's Shares shall cease to
          have effect if (i) any necessary approval of any Continuing Party's
          shareholders in general meeting has not been obtained within the said
          period of 30 (thirty) days or if (ii) any necessary regulatory
          approval has not been obtained within 180 (one hundred and eighty)
          days after the giving of such notice or (iii) if earlier than the
          expiry of such latter period, any relevant authority has conclusively
          refused to grant any such regulatory approval.



                                     Page 35

16.13     If any Continuing Party does not exercise its rights of purchase under
          clauses 16.8 or 16.11 or any notice given thereunder ceases to have
          effect pursuant to clause 16.12, and the other Continuing Party has
          not exercised its rights of purchase to take up the Seller's Shares
          offered to the declining Continuing Party, the Seller shall (subject
          to clause 16.14 below) be entitled to transfer the Seller's Shares on
          a bona fide arm's length sale to the Third Party Purchaser with the
          consent of the Continuing Parties (which shall not be unreasonably
          withheld) at a price being not less than the purchase price specified
          in the Transfer Notice or, if lower, any Fair Price determined by the
          Expert provided that such transfer shall have been completed within a
          period of 180 (one hundred and eighty) days after the latest of (i)
          the date of Transfer Notice or (ii) if the question of the purchase
          price shall have been referred to the Expert, the issue of the
          Certificate or (iii) if any notice given by any Continuing Party shall
          have ceased to have effect pursuant to clause 16.12, the date on which
          such notice ceased to have effect. The Parties undertake to (or
          procure that any shareholders in Members of the Same Group as it) give
          such approvals as may be required under the provisions of the
          Memorandum and Articles to any transfer of Shares permitted by the
          terms of this clause 16.

16.14     Completion of any transfer of Shares to the Third Party Purchaser
          shall be subject to the conditions that:

16.14.1        the Third Party Purchaser shall first have entered into an
               agreement with the Continuing Party/ies whereby it agrees to be
               bound by the provisions of this Agreement binding upon the
               Seller;

16.14.2        any claim on Loan Account (but excluding, for the avoidance of
               doubt, any debts incurred in the ordinary course of trade which
               are at the relevant time outstanding on inter company account)
               owing at that time from the Company to the Seller shall first
               have been assigned to, or equivalent finance made available by,
               the Third Party Purchaser; and

16.14.3        if and insofar as the Seller requires the Third Party Purchaser
               to assume the obligations of the Seller under any guarantees
               and/or



                                     Page 36

               counter-indemnities to third parties in relation to the business
               of the Company, such assumption shall first have taken place
               (provided that any assumption is without prejudice to the right
               of the Continuing Party/ies to receive a contribution from the
               Seller for its share of any claims attributable to any
               liabilities arising in respect of the period during which the
               Seller held Shares).

16.15     Notwithstanding anything to the contrary anywhere else in this clause
          16, a Seller which has a Loan Account for which the Company is
          indebted to it shall be bound by the following provisions:

16.15.1        it may not transfer all of the Seller's Shares without
               transferring the whole of its Loan Account at the same time;

16.15.2        a Transfer Notice given by the Seller shall specify, in addition
               to the particulars required in terms of clause 16.6, the amount
               of its Loan Account that it is required to transfer in terms of
               clause 16.15.1 above;

16.15.3        the consideration for such Loan Account shall be the face value
               of the Loan Account as at the date of completion of the sale and
               purchase of the Seller's Shares;

16.15.4        all the provisions of this clause 16 shall apply to the Seller's
               Shares and the Seller's Loan Account as one indivisible
               transaction, and all references in these provisions to the
               "Seller's Shares" shall be deemed to be references to the
               Seller's Shares and the Loan Account together, as specified in
               the Transfer Notice, so far as those provisions can apply to the
               Seller's Loan Account.



                                     Page 37

17.  FURTHER ASSURANCES

17.1      Each Shareholder undertakes with the other Shareholders that (so far
          as it is legally able) it will exercise all voting rights and powers,
          direct and indirect, available to it in relation to any person and to
          the Company so as to ensure the complete and punctual fulfilment,
          observance and performance of the provisions of this Agreement (and
          the other agreements referred to in this Agreement) and generally that
          full effect is given to the principles set out in this Agreement.

17.2      Each Shareholder shall procure the performance by each Member of The
          Same Group as it of all obligations under this Agreement, which are
          expressed to relate to Members of the Same Group as it (whether as
          Shareholders or otherwise) and of all obligations under any agreement
          entered into by any Member of the Same Group pursuant as it to this
          Agreement. The liability of a Party under this clause 17.2 shall not
          be discharged or impaired by any release of or granting of time or
          other indulgence to any Party or any other act, event or omission
          which but for this clause would operate to impair or discharge the
          liability of such Party under this clause 17.2.


18.  ANNOUNCEMENTS

18.1      No formal public announcement or press release in connection with the
          signature or subject matter of this Agreement shall (subject to clause
          18.2) be made or issued by or on behalf of any Party without the prior
          written approval of the other Parties (such approval not to be
          unreasonably withheld or delayed).

18.2      If a Party has an obligation to make or issue any announcement
          required by law or by any stock exchange or by any governmental
          authority, the relevant Party shall give the other Parties every
          reasonable opportunity to comment on any such announcement or release
          before it is made or issued (provided



                                     Page 38

          always that this shall not have the effect of preventing the Party
          making the announcement or release from complying with its legal and
          stock exchange obligations).


19.  ENTIRE AGREEMENT

     This Agreement, together with its Schedules, sets out the entire agreement
     and understanding between the Parties with respect to the subject matter
     hereof and save as otherwise expressly provided no modification, amendment
     or waiver of any of the provisions of this Agreement or any agreement to
     cancel or terminate it shall be effective unless made in writing
     specifically referring to this Agreement and duly signed by the Parties. It
     is agreed that no Party has entered into this Agreement in reliance upon
     any representation, warranty or undertaking of another Party which is not
     expressly set out or referred to in this Agreement.


20.  CONFLICT WITH MEMORANDUM AND ARTICLES

20.1      In the event of any conflict between the provisions of this Agreement
          and the Memorandum and Articles or other constitutional document of
          the Company, the provisions of this Agreement shall prevail as between
          the Parties. The Parties shall exercise all voting and other rights
          and powers available to them so as to give effect to the provisions of
          this Agreement and shall further (if necessary) procure any required
          amendment to the Memorandum and Articles or other constitutional
          document of the Company or any member of the Company as may be
          necessary and without undue delay.

20.2      Without prejudice to the generality of clause 20.1, the Parties
          confirm their intention that the provisions of this Agreement shall
          prevail in relation to the transfer of Shares.

20.3      The Company shall not be bound by any provision of this Agreement to
          the extent that it would constitute an unlawful fetter on any
          statutory power of the Company (but this shall not affect the validity
          of the relevant provision as



                                     Page 39

          between the other Parties or the respective obligations of such other
          Parties as between themselves under clause 20.1).


21.  DURATION

21.1      This Agreement shall continue in full force and effect for so long as
          KBH and CCGR, and/or their successors in title, each hold Shares in
          the Company.

21.2      Notwithstanding the provisions of clause 21.1 above, this Agreement
          shall terminate upon a resolution being passed for the winding-up of
          the Company. In such event, the IDC (if it is still a shareholder in
          the Company), KBH, CCGR and the Company shall endeavour to agree on a
          suitable basis for dealing with the interests and assets of the
          Company but subject thereto:

21.2.1         the IDC, KBH and CCGR shall co-operate, but without any
               obligation to provide any additional finance, with a view to
               enabling all existing trading obligations of the Company to be
               completed insofar as its resources allow. The IDC, KBH and CCGR
               shall consult together with a view to outstanding contracts
               within the usiness of the Company being novated or re-allocated
               in a suitable manner;

21.2.2         no new contractual obligation for the supply of products or
               services shall be issued by the Company;

21.2.3         unless otherwise agreed between the IDC, KBH and CCGR, the
               Parties shall procure that the Company shall as soon as
               practicable be wound up;

21.2.4         the IDC, KBH and CCGR shall be free to compete in any way within
               the field of the business of the Company;

21.2.5         each Shareholder shall, as soon as reasonably practicable,
               deliver up to the other Shareholders all drawings, notes, copies
               or other representations of Confidential Information proprietary
               to and/or



                                     Page 40

               originating from that other Party or any Member of the Same Group
               as it. Termination shall nevertheless not affect the obligations
               of the Parties under clause 14, which shall remain in full force
               and effect;

21.2.6         each Member of the Same Group of the IDC, KBH and CCGR shall have
               free access to and use of any technology or products developed by
               the Company (whether by transfer of design and manufacturing
               rights or by appropriate non-exclusive licences) and the Company
               shall deliver to each of the IDC, KBH and CCGR, and not to any
               third party, copies of drawings, notes or other representations
               of confidential information proprietary to and/or originating
               from the Company.

21.3      After termination of this Agreement and if the Company is not placed
          into liquidation, or upon any of the IDC, KBH or CCGR ceasing or being
          about to cease to be a Shareholder, each of the remaining Shareholders
          undertake to the departing Shareholder that upon request by the
          departing Shareholder, it will exercise its powers with a view to
          procuring that the name of the Company (and any other relevant member
          of the Company) is changed so as no longer to include the name,
          initials or trademark or any reference to the name, initials or
          trademark of the departing Shareholder.


22.  NOTICES

22.1      Any notice or other formal communication to be given under this
          Agreement shall be in writing and signed by or on behalf of the Party
          giving it and may be served by sending it by fax, delivering it by
          hand or sending it by registered mail with acknowledgement of receipt
          to the address and for the attention of the relevant Party set out in
          clause 22.2 (or as otherwise duly notified from time to time). Any
          notice so served by hand, fax or post shall be deemed to have been
          received:

22.1.1         in the case of delivery by hand or mail, when delivered;

22.1.2         in the case of fax, 12 (twelve) hours after the time of dispatch,



                                     Page 41

          provided that, where (in the case of delivery by hand or by fax) such
          delivery or transmission occurs after 18h00 on a Business Day or on a
          day which is not a Business Day, service shall be deemed to occur at
          09h00 on the next following Business Day.

22.2      The Parties choose for the purposes of this Agreement the following
          addresses:

22.2.1         the IDC:                   19 Fredman Drive
                                          Sandton
                                          Johannesburg
                                          Attn: The Chief Legal Advisor
                                          Fax No: 011 269 3116

22.2.2         KBH:                       ERPM
                                          Main Office
                                          Cnr Main Reef and Pretoria Road
                                          Boksburg
                                          Attn: The Chief Executive Officer
                                          Fax No: 011 9172542

22.2.3         CCGR:                      45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: The Company Secretary
                                          Fax No: 011 4821022

22.2.4         the Company:               45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: The Company Secretary
                                          Fax No: 482 1022



                                     Page 42

22.3      In proving such service it shall be sufficient to prove that the
          envelope containing such notice was properly addressed and delivered
          to the address shown thereon or that the fax was sent after obtaining
          in person or by telephone appropriate evidence of the capacity of the
          addressee to receive the same, as the case may be.


23.  ARBITRATION

23.1      Any dispute arising out of this Agreement or the interpretation
          thereof, both while in force and after its termination, shall be
          submitted to and determined by arbitration. Any Party shall demand
          arbitration by notice in writing to the other Parties. Such
          arbitration shall be held in Johannesburg unless otherwise agreed to
          in writing and shall be held in a summary manner with a view to it
          being completed as soon as possible.

23.2      There shall be 1 (one) arbitrator who shall be, where the question and
          issue is:

23.2.1         primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

23.2.2         primarily a legal matter, a practising Senior Counsel; or

23.2.3         primarily a technical matter, a suitably qualified person.

23.3      The appointment of the arbitrator shall be agreed upon between the
          Parties in writing but, failing agreement between them within a period
          of 14 (fourteen) days after the arbitration has been demanded in terms
          of clause 23.1, any Party shall be entitled to request the President
          for the time being of the Law Society of the Northern Provinces to
          make the appointment who, in making his appointment, shall have regard
          to the nature of the dispute.



                                     Page 43

23.4      The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965 (as amended), but shall not be obliged
          to follow the procedures prescribed in that Act and shall be entitled
          to decide on such procedures as he may consider desirable for the
          speedy determination of the dispute, and in particular he shall have
          the sole and absolute discretion to determine whether and to what
          extent it shall be necessary to file pleadings, make discovery of
          documents or hear oral evidence.

23.5      The decision of the arbitrator shall be final and binding on the
          Parties and may be made an order of any court of competent
          jurisdiction. The Parties hereby submit themselves to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa, or any successor thereto, should any Party
          wish to make the arbitrator's decision an order of that Court.


24.  GENERAL

24.1      COMMUNICATIONS BETWEEN THE PARTIES

24.1.1         All notices and demands given by or on behalf of any Party to the
               other shall be in English or accompanied by a certified
               translation into English.

24.1.2         The Parties shall procure that all notices, demands and other
               oral or written communications given or made by or on behalf of
               the Company to the Shareholders or the Directors in their
               capacity as such shall also be in English or accompanied by a
               certified translation into English. All meetings of the Board and
               any committees of the Board shall be conducted in English.

24.2      REMEDIES

          No remedy conferred by this Agreement is intended to be exclusive of
          any other remedy which is otherwise available at law, by statute or
          otherwise. Each remedy shall be cumulative and in addition to every
          other remedy given



                                     Page 44

          hereunder or now or hereafter existing at law, by statute or
          otherwise. The election of any one or more remedy by any of the
          Parties shall not constitute a waiver by such Party of the right to
          pursue any other remedy.

24.3      SEVERANCE

          If any provision of this Agreement, which is not material to its
          efficacy as a whole, is rendered void, illegal or unenforceable in any
          respect under any law, the validity, legality and enforceability of
          the remaining provisions shall not in any way be affected or impaired
          thereby and the Parties shall endeavour in good faith to agree an
          alternative provision to the void, illegal or unenforceable provision.

24.4      SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

          Termination of this Agreement for any cause shall not release a Party
          from any liability which at the time of termination has already
          accrued to such Party or which thereafter may accrue in respect of any
          act or omission prior to such termination.

24.5      COSTS

          Each Party shall bear its own costs incurred by it to its attorneys
          and other professional advisors for the preparation and signing of
          this Agreement and the Schedules.

24.6      ASSIGNMENT

          None of the Parties may assign this Agreement or any of its rights and
          obligations under it except, in the case of a Party which is a
          Shareholder, to a transferee of that Shareholder's Shares, when the
          transfer is permitted in terms of this Agreement or the Articles, who
          has complied with clause 16.4.



                                     Page 45

24.7      NO PARTNERSHIP

          Nothing in this Agreement shall be deemed to constitute a partnership
          between the Parties (or any of them) or constitute any Party the agent
          of any other Party for any purpose.

24.8      FURTHER ASSURANCE

          Each Party shall co-operate with the other Parties and execute and
          deliver to the other Parties such other instruments and documents and
          take such other actions as may be reasonably requested from time to
          time in order to carry out, evidence and confirm their rights and the
          intended purpose of this Agreement.

24.9      COUNTERPARTS

          This Agreement may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Agreement by signing any such counterpart.

24.10     SUCCESSORS BOUND

          This Agreement shall be binding on and shall inure for the benefit of
          the successors and assigns and personal representatives (as the case
          may be) of each of the Parties.

24.11     GOOD FAITH

          Each of the Parties undertakes with each of the others to do all
          things reasonably within its power which are necessary or desirable to
          give effect to the spirit and intent of this Agreement.



                                     Page 46

SIGNED at                     on                          2002.


                                          For: THE INDUSTRIAL DEVELOPMENT
                                               CORPORATION OF SOUTH AFRICA
                                               LIMITED


                                          ------------------------------------
                                          Signatory:
                                          Capacity:
                                          Authority:

                                          and


                                          ------------------------------------
                                          Signatory:
                                          Capacity:
                                          Authority:


SIGNED at                     on                        2002.


                                          For: KHUMO BATHONG HOLDINGS
                                               (PROPRIETARY) LIMITED


                                          ------------------------------------
                                          Signatory:
                                          Capacity:
                                          Authority:



                                     Page 47

SIGNED at                     on                          2002.

                                          For: CROWN GOLD RECOVERIES
                                               (PROPRIETARY) LIMITED


                                          ------------------------------------
                                          Signatory:
                                          Capacity:
                                          Authority:


SIGNED at                     on                          2002.


                                          For: CROWN CONSOLIDATED GOLD
                                               RECOVERIES LIMITED


                                          ------------------------------------
                                          Signatory:
                                          Capacity:
                                          Authority:


SIGNED at                     on                          2002.


                                          For: DURBAN ROODEPOORT DEEP,
                                               LIMITED


                                          ------------------------------------
                                          Signatory:
                                          Capacity:
                                          Authority:



                                     Page 48

                                                                      SCHEDULE 1


                                DEFINITION OF IRR

                   CALCULATION OF THE INTERNAL RATE OF RETURN

The real internal rate of return ("IRR") referred to in the Agreement to which
this Schedule is annexed shall, for the purposes of the Agreement, be
calculated -

1.   on the total of the IDC's Investment;

2.   after taking into account any amounts received by the IDC by virtue of its
     holding any shares in the share capital of the Company, including, but not
     limited to, any dividend received on such shares as well as any interest
     received on the IDC Loan;

3.   on the basis that any amounts received by the IDC or paid by the IDC,
     excluding payment of the purchase price paid by IDC in acquiring any class
     of shares in the share capital of the Company, will be recognised as a
     receipt or payment on the last day of the month during which such receipt
     or payment took place, and that the return will be compounded on a monthly
     basis;

4.   on the basis that any amounts received in terms of paragraph 2 above, where
     applicable, be adjusted to be after tax cash flow by reference to the
     relevant tax rate applicable at the time,

by adjusting the nominal return to a real return by reference to core overall
Consumer Price Index ("CPI") as defined below as published by Statistics South
Africa or its successor.

For these purposes the CPI means the annual change in the Core Consumer Price
Index of the RSA as published by Statistics South Africa or its successor, which
for the purposes hereof is defined as - "Headline CPI excluding: 1) interest
rates on Mortgage Bonds, overdrafts and personal loans 2) changes in VAT 3)
Assessment rates and 4) Fresh and frozen meat, fish, vegetables and fresh fruit
and nuts"



                                     Page 49

provided that -

- -    if the basis of computation of that CPI is at any time changed so as to
     result in comparisons of that index for period before and after the
     introduction of that change not truly reflecting the core rate of inflation
     required to be used herein, in the whole of South Africa, or if that index
     as previously adjusted in terms of this paragraph is further changes so as
     to have that result, that index shall be adjusted or further adjusted in
     such manner as will be determined by an independent firm of auditors
     appointed by the Registrar in order to ensure as far as possible
     consistency and a true reflection of the core rate of inflation in the
     whole of South Africa in the application of the CPI in respect of periods
     both before and after introduction of that change; and

- -    if publication of that CPI ceases at any time, a substitute index shall be
     applied to reflect that rate of inflation over periods commencing prior to
     and ending after the date upon which such publication ceases, which
     substitute index shall be an index which reflects the core rate of
     inflation South Africa and which will have been published prior to the
     cessation of the publication of the index referred to in this paragraph and
     shall be determined by the auditors referred to above who shall have the
     right to use or adapt any then published index of that rate of inflation
     for that purpose.

The IRR shall be calculated by the Company's auditors who shall act at the
expense of the Company and as experts and not as arbitrators and their decision
shall be final and binding on all the Shareholders and the Company, save in the
case of manifest arithmetic error or fraud.



                                     Page 50

                                                                      SCHEDULE 2


                             BASIS OF INTEREST COVER

CCGR is to hold the remaining 40 (forty) Shares in the Company, and the
remaining shareholders' loan of R76 042 446.40 (seventy six million forty two
thousand and four hundred and forty six Rand and forty cents). This
shareholders' loan will be unsecured, will bear interest at 125% (one hundred
and twenty five per cent) of the Prime Rate and will be repayable over 84
(eighty four) months subject to maintenance of an interest cover in the Company
of 2.5 (two point five) times.

The 2.5 (two point five) times interest cover will, however, be waived for as
long as:

- -    the 60 (sixty) day moving average gold price (determined by the London PM
     US$ fix and the Reuters closing R/US$ rate) is below R100 000/kg (one
     hundred thousand Rand per kilogram) for the Financial Years 2001/02 and
     2002/03, whereafter the amount of R100 000/kg (one hundred thousand Rand
     per kilogram) referred to in this paragraph shall be increased by 7% (seven
     per cent) per annum commencing on 1 July 2003, and

- -    the previous quarter cash operating costs of the Company (namely, the total
     costs associated with production, including corporate costs and ongoing
     rehabilitation costs, but excluding capital expenditure and depreciation as
     reflected in the quarterly results of the Company) are less than R67 500/kg
     (sixty seven thousand and five hundred Rand per kilogram) for the 2001/02
     Financial Year, whereafter the amount of R67 500/kg (sixty seven thousand
     and five hundred Rand per kilogram) referred to above shall be increased at
     the end of every 3 (three) month period commencing on 1 July 2002 in
     accordance with the following formula, which is based on the pro-rata
     change in the overall producer price index per quarter (as published by
     Statistics South Africa) ("PPI"):



                                     Page 51

                    CALCULATION OF CHANGE IN PPI PER QUARTER


                      Pro-rata per quarter change in PPI =

 pa % change (Month 1)/12 + pa % change (Month 2)/12 + pa % change (Month 3)/12


For as long as all conditions for waiving of the 2.5 (two point five) times
interest cover ratio on the CCGR shareholders' loan apply, interest payments on
all shareholders' loans in the Company for that period are to be subject to
maintenance of a 1.0 (one point zero) times interest cover ratio in the Company.



                                     Page 52

                                                                      SCHEDULE 3

                             PROPOSED BUSINESS PLAN





                                      SCHEDULE 4 TO THE SHARE PURCHASE AGREEMENT


SUBSCRIPTION AGREEMENT


between:


KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED
(Registration number 1998/007546/07)
("KBH")


and


DURBAN ROODEPOORT DEEP, LIMITED
(Registration number 1895/000926/06)
("the Company")


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                    Sandton 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                        
1.  INTERPRETATION..........................................................3
2.  CONDITIONS PRECEDENT....................................................6
3.  AGREEMENT TO SUBSCRIBE FOR AND ISSUE SHARES.............................8
4.  ISSUE OF SHARES.........................................................8
5.  RESTRICTIONS ON KBH.....................................................9
6.  CO-OPERATION...........................................................10
7.  CONFIDENTIALITY........................................................11
8.  ARBITRATION............................................................11
9.  COSTS..................................................................12
10. GENERAL................................................................13
11. ADDRESSES..............................................................14





                                     Page 3

WHEREAS:

KBH wishes to invest R68 027 000 (sixty eight million and twenty seven thousand
Rand) in the Company by subscribing for 4 794 889 (four million seven hundred
and ninety four thousand and eight hundred and eighty nine) Ordinary Shares, and
the Company is willing to allot and issue to KBH 4 794 889 (four million seven
hundred and ninety four thousand and eight hundred and eighty nine) Ordinary
Shares, on the terms and subject to the conditions set out in this Agreement.

IT IS AGREED AS FOLLOWS:


1.   INTERPRETATION

1.1       DEFINITIONS

          For the purposes of this Agreement, and the preamble, unless the
          context requires otherwise, the parties defined in the heading of this
          Agreement shall retain such definitions and the words and expressions
          set out below shall have the meanings assigned to them, namely:

1.1.1     "the Act"                       means the Companies Act, 1973, as
                                          amended;

1.1.2     "this Agreement"                means this Subscription Agreement;

1.1.3     "Board of Directors"            means the board of directors of the
                                          Company or any duly appointed
                                          committee thereof from time to time;

1.1.4     "Business Day"                  means any day other than a Saturday,
                                          Sunday or statutory holiday in South
                                          Africa;

1.1.5     "the Company"                   means Durban Roodepoort Deep, Limited,
                                          a company registered in accordance
                                          with the laws of South Africa under
                                          Registration Number



                                     Page 4

                                          1895/000926/06;

1.1.6     "Effective Date"                means the date on which all the
                                          conditions set out in clause 2.1 are
                                          fulfilled or deemed to be fulfilled
                                          and upon which this Agreement becomes
                                          unconditional and accordingly takes
                                          effect;

1.1.7     "the JSE"                       means The JSE Securities Exchange
                                          South Africa;

1.1.8     "KBH"                           means Khumo Bathong Holdings,
                                          (Proprietary) Limited, a company
                                          registered in accordance with the laws
                                          of South Africa under Registration
                                          Number 1998/007546/07;

1.1.9     "Ordinary Shares"               means ordinary no par value shares in
                                          the stated capital of the Company;

1.1.10    "Parties"                       means KBH and the Company and "Party"
                                          means any one of them;

1.1.11    "South Africa"                  means the Republic of South Africa as
                                          constituted from time to time;

1.1.12    "Signature Date"                means the last date on which this
                                          Agreement  is signed by the Parties;

1.1.13    "the Subscription Date"         means the date and time on which the
                                          matters referred to in clause 4 are
                                          duly completed in accordance with the
                                          requirements of that clause; and

1.1.14    "Subscription Shares"           means the 4 794 889 (four million
                                          seven hundred and ninety four thousand
                                          and eight



                                     Page 5

                                          hundred and eighty nine) Ordinary
                                          Shares which KBH is desirous of
                                          subscribing for in terms of this
                                          Agreement.

1.2       GENERAL INTERPRETATION

          In addition to the definitions in clause 1.1, unless the context
          requires otherwise:

1.2.1          the singular shall include the plural and vice versa;

1.2.2          a reference to any one gender, whether masculine, feminine or
               neuter, includes the other two;

1.2.3          any reference to a natural person includes an artificial person
               and vice versa;

1.2.4          any word or expression defined in and for the purposes of this
               Agreement shall, if expressed in the singular, include the plural
               and vice versa and a cognate word or expression shall have a
               corresponding meaning;

1.2.5          words and expressions defined in the Act, which are not defined
               in this Agreement, shall bear the same meanings in this Agreement
               as those ascribed to them in the Act;

1.2.6          references to a statutory provision include any subordinate
               legislation made from time to time under that provision,
               references to a statutory provision include that provision as
               from time to time modified or re-enacted as far as such
               modification or re-enactment applies, or is capable of applying,
               to this Agreement or any transaction entered into in accordance
               with this Agreement;

1.2.7          references in this Agreement to "clauses" are to clauses to this
               Agreement; and



                                     Page 6

1.2.8          where an obligation pursuant to this Agreement is expressed to be
               undertaken or assumed by any Party, such obligation shall be
               construed as requiring the Party concerned to exercise all rights
               and powers of control over the affairs of any other person which
               that Party is able to exercise (whether directly or indirectly)
               in order to secure performance of that obligation.


2.   CONDITIONS PRECEDENT

2.1       The whole of this Agreement (except for this clause 2 and clauses 1,
          6, 7, 8, 9, 10 and 11) shall be subject to the fulfilment or deemed
          fulfilment of all the following conditions precedent within 120 (one
          hundred and twenty) days of the Signature Date or by such later date
          as the Parties may agree upon in writing:

2.1.1          KBH raising adequate finance in the amount of R66 303 550 (sixty
               six million three hundred and three thousand five hundred and
               fifty Rand) for the purpose of acquiring the Subscription Shares;

2.1.2          the passing of resolutions by the Company in general meeting
               authorising the Company to allot and issue to KBH the
               Subscription Shares in accordance with the provisions of
               section 82(1) of the Act, and the registration of those
               resolutions in accordance with the requirements of the Act, if so
               required;

2.1.3          the passing of a resolution by the Board of Directors approving
               the terms of, and the transactions contemplated by, this
               Agreement and authorising any of the directors of the Company to
               execute this Agreement and any ancillary documentation;

2.1.4          the passing of a resolution by the board of directors of KBH
               approving the terms of, and the transactions contemplated by,
               this Agreement and authorising any of the directors of KBH to
               execute this Agreement and any ancillary documentation;



                                     Page 7

2.1.5          all appropriate approvals and processes, to the extent required,
               having been obtained and complied with, in accordance with the
               Listings Requirements of the JSE;

2.1.6          all appropriate approvals and processes, to the extent required,
               having been obtained and complied with, in accordance with the
               Listings Requirements of the London Stock Exchange;

2.1.7          all appropriate approvals and processes, to the extent required,
               having been obtained and complied with, in accordance with the
               Listings Requirements of the Australian Stock Exchange;

2.1.8          all appropriate approvals and processes, to the extent required,
               having been obtained and complied with, in accordance with the
               Listings Requirements of the Paris Bourse;

2.1.9          all appropriate approvals and processes, to the extent required,
               having been obtained and complied with, in accordance with
               NASDAQ;

2.1.10         KBH and The Industrial Development Corporation of South Africa
               Limited having become the owners of 3% (three per cent) and 57%
               (fifty seven per cent) respectively of the issued share capital
               of Crown Gold Recoveries (Proprietary) Limited.

2.2       The condition precedent in clause 2.1.1 is stipulated for the sole
          benefit of KBH and KBH may waive such condition precedent in writing
          to that effect, and upon any such waiver the condition precedent shall
          be deemed to have been fulfilled. It is recorded that the conditions
          precedent in clauses 2.1.2 to 2.1.10 are stipulated for the benefit of
          both Parties.

2.3       Except for the provisions of clause 2.1.1 and clause 2.1.10, if any
          approval or consent required for the fulfilment of any condition
          precedent is granted subject to any condition which adversely affects
          the Company to a material extent, the approval shall be deemed not to
          have been given if the Company so requires, and gives written notice
          to that effect to KBH within 30 (thirty) days from the date on which
          the approval in question is granted.



                                     Page 8

2.4       If any one of the conditions precedent is not fulfilled, deemed to be
          fulfilled or waived during the period set out in clause 2.1, then this
          Agreement (except for this clause 2 and clauses 1, 6, 7, 8, 9, 10 and
          11) shall not take effect unless otherwise agreed in writing by the
          Parties.

2.5       The Parties shall use their reasonable endeavours to do whatever may
          be necessary to procure the fulfilment of the conditions precedent set
          out in clause 2.1 and shall co-operate fully with each other for that
          purpose.


3.   AGREEMENT TO SUBSCRIBE FOR AND ISSUE SHARES

     KBH agrees to subscribe for, and the Company agrees to allot and issue to
     KBH, the Subscription Shares for a cash subscription price of R68 027 000
     (sixty eight million and twenty seven thousand Rand), with effect from the
     Subscription Date and in accordance with the terms and subject to the
     conditions of this Agreement.


4.   ISSUE OF SHARES

     Unless otherwise agreed by the Parties in writing, a meeting shall be held
     within 7 (seven) Business Days from the Effective Date, provided that such
     date shall not be earlier than the Closing Date (as defined in the Share
     Purchase Agreement entered into between Crown Consolidated Gold Recoveries
     Limited, The Industrial Development Corporation of South Africa Limited,
     KBH and the Company simultaneously with the signature of this Agreement),
     at the offices of Bowman Gilfillan Inc., 9th Floor, Twin Towers West,
     Sandton City, Sandton at 14h00 or such later date and time as the Parties
     may agree upon in writing, at which KBH shall subscribe for the
     Subscription Shares and the Company will allot and issue the Subscription
     Shares to KBH against receipt in cash of the subscription of R68 027 000
     (sixty eight million and twenty seven thousand Rand) by means of a
     telegraphic transfer, for value at the Subscription Date, to a bank account
     of the Company in South Africa, which shall have been designated by the
     Company giving written notice to KBH at least 24 (twenty four) hours before
     the Subscription Date..



                                     Page 9

5.   RESTRICTIONS ON KBH

5.1       KBH undertakes that it will not sell, alienate or otherwise dispose of
          the Subscription Shares other than in accordance with the provisions
          of clause 5.2.

5.2       If KBH wishes to sell, alienate or otherwise dispose of all or some of
          the Subscription Shares, KBH shall first offer for sale to the Company
          all or some of the Subscription Shares by means of written notice to
          that effect (a "Transfer Notice") on the same terms and conditions of
          any proposed transfer as those offered to a proposed third party (the
          "Third Party Purchaser") together with details of the Third Party
          Purchaser, the purchase price and other material terms offered by KBH
          to the Third Party Purchaser. To give effect to this provision, the
          Company shall issue the Subscription Shares in a material form and KBH
          hereby authorises the Company to hold the share certificate evidencing
          the ownership of the Subscription Shares in trust on behalf of KBH and
          the Company shall not be bound to release such share certificate at
          the instruction of KBH if such instruction is pursuant to a
          transaction which is in breach of this clause 5.

5.3       On receipt of the Transfer Notice, the Company shall have the right
          but shall not be bound to place the Subscription Shares at the
          purchase price specified in the Transfer Notice (or at such other
          price as may be agreed between KBH and the Company) with another
          purchaser of the Company's choice, by giving written notice to KBH to
          that effect within 21 (twenty one) days of the receipt of the Transfer
          Notice.

5.4       If the Company does not exercise its rights under clause 5.3, KBH
          shall be entitled to sell and transfer the Subscription Shares on a
          bona fide arm's length sale to the Third Party Purchaser with the
          written consent of the Company at a price which is not less than the
          purchase price specified in the Transfer Notice.



                                     Page 10

5.5       DRD acknowledges that KBH intends to pledge the Subscription Shares to
          The Industrial Development Corporation of South Africa Limited as
          security for a loan of R66 303 550 (sixty six million three hundred
          and three thousand and five hundred and fifty) by The Industrial
          Development Corporation of South Africa Limited to Crown Gold
          Resources (Proprietary) Limited. The Parties agree that the pledge by
          KBH of the Subscription Shares for that purpose shall not constitute a
          breach of clause 5.1, and that the transfer or sale of the
          Subscription Shares by The Industrial Development Corporation of South
          Africa Limited pursuant to its due enforcement of such pledge shall
          not constitute a breach of clause 5.2.

5.6       KBH undertakes to DRD to procure that, forthwith upon lapse of the
          pledge referred to in clause 5.5 for any reason, the share certificate
          evidencing the ownership of the Subscription Shares is delivered to
          DRD, to be held by DRD for the purposes of, and in accordance with,
          the provisions of clause 5.2.


6.   CO-OPERATION

     Each Party to this Agreement undertakes to do such things, perform such
     acts, to take all such steps and to procure the doing of all such things,
     the performance of all such acts and the taking of all such steps as may be
     necessary, incidental and conducive to give effect to the terms, conditions
     and import of this Agreement.



                                     Page 11

7.   CONFIDENTIALITY

7.1       Each Party undertakes to the other that this Agreement and all
          negotiations relating to its conclusion shall remain strictly
          confidential between them and no disclosure thereof shall be made to
          any third party other than the professional advisers of the Parties,
          The Industrial Development Corporation of South Africa Limited, Crown
          Consolidated Gold Recoveries Limited and Crown Gold Recoveries
          (Proprietary) Limited and their professional advisers or as is
          necessary to give effect to its provisions and to comply with the
          listing requirements of the various stock exchanges and the Act as set
          out in clause 2. Only such disclosures as have been agreed by both
          Parties in writing shall be made.

7.2       KBH undertakes that while this Agreement remains in force it shall
          keep confidential and not disclose any information about the Company
          or its business to any third party unless KBH is under a legal
          obligation to make the disclosure or the information is in the public
          domain.


8.   ARBITRATION

8.1       Any dispute arising out of this Agreement or the interpretation
          thereof, both while in force and after its termination, may at the
          election of the Party claiming such dispute, be submitted to and
          determined by arbitration. Such arbitration shall be held in
          Johannesburg unless otherwise agreed to and shall be held in a summary
          manner with a view to it being completed as soon as possible.

8.2       There shall be one arbitrator who shall be, if the question in issue
          is:

8.2.1          primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

8.2.2          primarily a legal matter, a practising Senior Counsel; and



                                     Page 12

8.2.3          primarily a technical matter, a suitably qualified person.

8.3       The appointment of the arbitrator shall be agreed upon between the
          Parties, but failing agreement between them within a period of 14
          (fourteen) days after the arbitration has been demanded, either of the
          Parties shall be entitled to request the Chairman for the time being
          of the Arbitration Foundation of Southern Africa to make the
          appointment who, in making his appointment, shall have regard to the
          nature of the dispute.

8.4       The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965, as amended, or re-enacted in some
          other form from time to time, but shall not be obliged to follow the
          procedures described in that Act and shall be entitled to decide on
          such procedures as he may consider desirable for the speedy
          determination of the dispute, and in particular he shall have the sole
          and absolute discretion to determine whether and to what extent it
          shall be necessary to file pleadings, make discovery of documents or
          hear oral evidence.

8.5       The decision of the arbitrator shall be final and binding on the
          Parties, and may be made an order of any court of competent
          jurisdiction. Each of the Parties hereby submits itself to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa should the other Party wish to make the
          arbitrator's decision an order of that Court.


9.   COSTS

     Each Party shall bear its own legal costs in respect of the negotiation,
     preparation and conclusion of this Agreement and all other documents
     necessary to give effect to this Agreement.



                                     Page 13

10.  GENERAL

10.1      REMEDIES

          No remedy conferred by this Agreement is intended to be exclusive of
          any other remedy which is otherwise available at law, by statute or
          otherwise and each remedy shall be cumulative and in addition to every
          other remedy given hereunder or now or hereafter existing at law, by
          statute or otherwise. The election of any one or more remedy by any of
          the Parties shall not constitute a waiver by such party of the right
          to pursue any other remedy.

10.2      SEVERANCE

          If any provision of this Agreement is rendered void, illegal or
          unenforceable in any respect under any law it shall be severable from
          this Agreement, and the validity, legality and enforceability of the
          remaining provisions shall not in any way be affected or impaired
          thereby.

10.3      SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

          Termination of this Agreement for any cause shall not release a Party
          from any liability which at the time of termination has already
          accrued to that Party or which thereafter may accrue in respect of any
          act or omission prior to such termination.

10.4      ENTIRE AGREEMENT

          This Agreement constitutes the entire agreement between the Parties in
          regard to its subject matter and save as otherwise expressly provided
          no modification, amendment or waiver of any of the provisions of this
          Agreement shall be effective unless made in writing specifically
          referring to this Agreement and duly signed by the Parties.



                                     Page 14

10.5      BINDING AGREEMENT

          This Agreement shall be binding on the Parties hereto and their
          respective successors and assigns.

10.6      NO PARTNERSHIP

          Nothing in this Agreement shall be deemed to constitute a partnership
          between the Parties (or any of them) or constitute any Party the agent
          of any other Party for any purpose.

10.7      COUNTERPARTS

          This Agreement may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Agreement by signing any such counterpart.


11.  ADDRESSES

11.1      Each Party to this Agreement chooses the address set out opposite its
          name below as its address at which all notices, legal processes and
          other communications must be delivered for the purposes of this
          Agreement.

11.1.1         The Company:               45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: M Eloff (the Company Secretary)
                                          Fax No. 011 482 1022



                                     Page 15

11.1.2         KBH:                       ERPM Main Office
                                          Cnr Main Reef and Pretoria road
                                          Boksburg
                                          Attn: Dr P Ncholo (Chief Executive)
                                          Fax No: 011 917 2542

11.2      Any notice or communication required or permitted to be given in terms
          of this Agreement shall be valid and effective only if in writing.

11.3      Any Party may by written notice to the other change its chosen address
          to another physical address in South Africa, provided that the change
          shall become effective on the 14th (fourteenth) day after the receipt
          of the notice by the addressees.

11.4      Any notice or communication to a Party -

11.4.1         sent by telefax to it at its telefax number; or

11.4.2         delivered by hand to a responsible person during ordinary
               business hours at its chosen address,

          shall be deemed to have been received, in the case of clause 11.4.1,
          on the first Business Day after transmission thereof and, in the case
          of clause 11.4.2, on the day of delivery.

11.5      A copy of any notice or communication sent by telefax to a Party at
          its telefax number shall forthwith be sent by prepaid registered post
          to it at its chosen address.

11.6      Notwithstanding anything to the contrary in this clause 11, a written
          notice or other communication actually received by a Party shall be
          adequate written notice or communication to it notwithstanding that it
          was not sent to or delivered at its chosen address.



                                     Page 16

SIGNED at                     on                          2002

                                          For: KHUMO BATHONG HOLDINGS
                                               (PTY) LIMITED


                                               -------------------------------
                                               Signatory:
                                               Capacity:
                                               Authority:


SIGNED at                     on                        2002


                                          For: DURBAN ROODEPOORT DEEP,
                                               LIMITED


                                               -------------------------------
                                               Signatory:
                                               Capacity:
                                               Authority:



                                     Page 39

SCHEDULE 5

LITIGATION

Claims / Litigation affecting the Company.



PLAINTIFF                          DEFEDANT                   QUANTUM
- -----------------------------------------------------------------------
                                                        
1. the Company                     Air Liquide SA             R 238,000

2. Mr/s Ackerman                   the Company                R 126,000

3. S A Rail Commuter Corp          the Company                R  17,000

4. Active Personnel                the Company                R  82,000

5. Multiprint                      the Company                R  15,500




                                      SCHEDULE 6 TO THE SHARE PURCHASE AGREEMENT


CESSION OF LOAN


between:


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


and


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED


and


DURBAN ROODERPOORT DEEP, LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                    Sandton 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

WHEREAS:

A.   The Cedent has a claim against DRD arising out of loans advanced by the
     Cedent to DRD.

B.   The Cedent wishes to cede its rights, title and interest in and to this
     claim to the Cessionary for a consideration of R1 (one Rand).

IT IS AGREED AS FOLLOWS:


1.   INTERPRETATION

1.1       DEFINITIONS

          For the purposes of this Agreement, and the preamble, unless the
          context requires otherwise, the words and expressions set out below
          shall have the meanings assigned to them, namely:

1.1.1     "this Agreement"                means this cession of loan agreement;

1.1.2     "Business Day"                  means any day other than a Saturday,
                                          Sunday or statutory holiday of the
                                          Republic of South Africa;

1.1.3     "Cedent"                        means Crown Gold Recoveries
                                          (Proprietary) Limited, a company
                                          registered in accordance with the laws
                                          of the Republic of South Africa under
                                          Registration Number 1988/005155/07;

1.1.4     "Cessionary"                    means Crown Consolidated Gold
                                          Recoveries Limited, a company
                                          registered in accordance with the laws
                                          of the Republic of South Africa under
                                          Registration Number 1997/007865/06;



                                     Page 3

1.1.5     "DRD"                           means Durban Roodepoort Deep Limited,
                                          a company registered in accordance
                                          with the laws of the Republic of South
                                          Africa under Registration Number
                                          1895/000926/06;

1.1.6     "Loan"                          means all the non-interest bearing
                                          loans made by the Cedent to DRD and
                                          thus owing by DRD to the Cedent as at
                                          the Signature Date, which shall be
                                          evidenced by a certificate issued by
                                          the finance director of the Cedent or
                                          a person in an equivalent position in
                                          the Cedent in terms of clause 2.3, on
                                          the Signature Date;

1.1.7     "Parties"                       means the Cedent, the Cessionary and
                                          DRD and "Party" means any one of them;

1.1.8     "Signature Date"                means the last date on which this
                                          Agreement is signed by the Parties.

1.2       GENERAL INTERPRETATION

          In addition to the definitions in clause 1.1, unless the context
          requires otherwise:

1.2.1          the singular shall include the plural and vice versa;

1.2.2          a reference to any one gender, whether masculine, feminine or
               neuter, includes the other two;

1.2.3          any reference to a natural person includes an artificial person
               and vice versa;

1.2.4          any word or expression defined in and for the purposes of this
               Agreement shall, if expressed in the singular, include the plural
               and vice versa and a cognate word or expression shall have a
               corresponding meaning;



                                     Page 4

1.2.5          references to a statutory provision include any subordinate
               legislation made from time to time under that provision;
               references to a statutory provision include that provision as
               from time to time modified or re-enacted as far as such
               modification or re-enactment applies, or is capable of applying,
               to this Agreement or any transaction entered into in accordance
               with this Agreement; and

1.2.6          references in this Agreement to "clauses" are to clauses to this
               Agreement.

1.3       HEADINGS AND SUB-HEADINGS

          All the headings in this Agreement, including any sub-headings, are
          for convenience only and are not to be taken into account for the
          purposes of interpreting it.


2.   CESSION

2.1       The Cedent hereby cedes, assigns and makes over to the Cessionary its
          rights, title and interest in and to the Loan, with effect from the
          Signature Date and for a consideration of R1 (one Rand).

2.2       DRD hereby agrees to the Cedent ceding, assigning and making over to
          the Cessionary its rights, title and interest in and to the Loan in
          terms of clause 2.1.

2.3       The Cedent shall deliver to the Cessionary, on the Signature Date, a
          certificate issued by the finance director of the Cedent or a person
          in an equivalent position in the Cedent confirming the total amount of
          the Loan as at the Signature Date.

2.4       The Parties agree that the certificate issued and delivered in terms
          of clause 2.3 shall, in absence of manifest error, be final and
          binding on them.



                                     Page 5

3.   PAYMENT

     The Cessionary shall pay to the Cedent R1 (one Rand) in cash on the
     Signature Date.


4.   PRIOR CESSION

     The Cedent hereby unconditionally and irrevocably warrants and represents
     to the Cessionary that the Loan is not subject to any prior cession to
     anyone else.


5.   ADDRESSES FOR LEGAL PROCESS AND NOTICE

5.1       The Parties choose, for the purposes of this Agreement, the following
          addresses and telefax numbers:

5.1.1          the Cedent:                45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: The Chief Executive Officer
                                          Fax No:011 482 1022

5.1.2          the Cessionary:            45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attention: The Chief Executive Officer
                                          Fax No: 011 482 1022

5.2       Any legal process to be served on any of the Parties may be served on
          it at the address specified for it in clause 5.1 and it chooses that
          address as its domicilium citandi et executandi for all purposes under
          this Agreement.



                                     Page 6

5.3       Any notice or other communication to be given to any Party in terms of
          this Agreement shall be valid and effective only if it is given in
          writing, provided that any notice given by telefax shall be regarded
          for this purpose as having been given in writing.

5.4       A notice or other communication to any Party which is sent by
          registered post in a correctly addressed envelope to the address
          specified for it in clause 5.1 shall be deemed to have been received
          (unless the contrary is proved) within 14 (fourteen) days from the
          date it was posted, or which is delivered to the Party by hand at that
          address shall be deemed to have been received on the day of delivery,
          provided it was delivered to a responsible person during ordinary
          business hours.

5.5       Each notice by telefax to a Party at the telefax number specified for
          it in clause 5.1 shall be deemed to have been received (unless the
          contrary is proved) within 4 (four) hours of transmission if it is
          transmitted during normal business hours of the receiving Party or
          within 4 (four) hours of the beginning of the next Business Day after
          it is transmitted, if it is transmitted outside those business hours.

5.6       Notwithstanding anything to the contrary in this clause 5, a written
          notice or other communication actually received by any Party (and for
          which written receipt has been obtained) shall be adequate written
          notice or communication to it notwithstanding that the notice was not
          sent to or delivered at its chosen address.

5.7       Any Party may by written notice to the other Parties change its
          address for the purposes of clause 5.1 to any other address (other
          than a post office box number) provided that the change shall become
          effective on the 7th (seventh) day after the receipt of the notice.



                                     Page 7

6.   GENERAL

6.1       COMMUNICATIONS BETWEEN THE PARTIES

          All notices, demands and other oral or written communications given or
          made by or on behalf of any Party to the other Parties shall be in
          English.

6.2       REMEDIES

          No remedy conferred by this Agreement is intended, unless specifically
          otherwise stated to be exclusive of any other remedy which is
          otherwise available at law, by statute or otherwise. Each remedy shall
          be cumulative and in addition to every other remedy given hereunder or
          now or hereafter existing at law, by statute or otherwise. The
          election of any one or more remedy by any of the Parties shall not
          constitute a waiver by such Party of the right to pursue any other
          remedy.

6.3       SEVERANCE

          If any provision of this Agreement is rendered void, illegal or
          unenforceable in any respect under any law, the validity, legality and
          enforceability of the remaining provisions shall not in any way be
          affected or impaired thereby and the Parties shall endeavour in good
          faith to agree an alternative provision to the void, illegal or
          unenforceable provision.

6.4       ENTIRE AGREEMENT

6.4.1          This Agreement constitutes the entire agreement between the
               Parties in regard to its subject matter.

6.4.2          No Party shall have any claim or right of action arising from any
               undertaking, representation or warranty not included in this
               Agreement.



                                     Page 8

6.5       VARIATIONS

          No agreement to vary, add to or cancel this Agreement shall be of any
          force or effect unless recorded in writing and signed by or on behalf
          of both Parties.

6.6       ASSIGNMENT

          No Party may delegate any of its obligations under this Agreement.

6.7       GENERAL CO-OPERATION

          Each Party shall co-operate with the other and execute and deliver to
          the other Parties such other instruments and documents and take such
          other actions as may be reasonably requested from time to time in
          order to carry out, evidence and confirm their rights and the intended
          purpose of this Agreement.

6.8       COUNTERPARTS

          This Agreement may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Agreement by signing any such counterpart.

6.9       JURISDICTION

          The Parties submit themselves to the non-exclusive jurisdiction of the
          Witwatersrand Local Division of the High Court of the Republic of
          South Africa.



                                     Page 9

SIGNED                        on                          2002.


                                          For: CROWN GOLD RECOVERIES
                                               (PROPRIETARY) LIMITED


                                               ------------------------------
                                               Signatory:
                                               Capacity:
                                               Authority:


SIGNED at                     on                          2002.


                                          For: CROWN CONSOLIDATED GOLD
                                               RECOVERIES LIMITED


                                               ------------------------------
                                               Signatory:
                                               Capacity:
                                               Authority:


SIGNED at                     on                          2002.


                                          For: DURBAN ROODERPOORT DEEP, LIMITED


                                               ------------------------------
                                               Signatory:
                                               Capacity:
                                               Authority:




                                          SCHEDULE 7 TO SHARE PURCHASE AGREEMENT


MEMORANDUM OF LOAN AGREEMENT NO. 3


between:


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                    Sandton 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                        
1.  DEFINITIONS.............................................................3
2.  THE FIRST LOAN..........................................................6
3.  THE SECOND LOAN.........................................................6
4.  THE THIRD LOAN..........................................................7
5.  UNDERTAKINGS BY THE BORROWER............................................7
6.  EVENTS OF DEFAULT.......................................................8
7.  CESSION AND DELEGATION BY THE LENDER...................................10
8.  CESSION AND DELEGATION BY THE BORROWER.................................11
9.  NOTICES................................................................11
10. ARBITRATION............................................................12
11. GENERAL................................................................13





                                     Page 3

WHEREAS:

A.   This Memorandum records 3 (three) interest free loans made by the Lender to
     the Borrower on the terms and subject to the conditions recorded in this
     Memorandum.

B.   In terms of the First Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R125 106 116 (one hundred
     and twenty five million, one hundred and six thousand and one hundred and
     sixteen Rand), which entire amount has been drawn down by the Borrower.

C.   In terms of the Second Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R40 000 000 (forty million
     Rand), which entire amount has been drawn down by the Borrower.

D.   In terms of the Third Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R25 000 000 (twenty five
     million Rand), which amount was credited to the loan account of the Lender
     against the Company in terms of an agreement dated 13 November 1997.

E.   The Borrower and the Lender wish to record the terms and conditions of the
     First Loan, the Second Loan and the Third Loan in this Memorandum.

THE PARTIES ACCORDINGLY RECORD THAT :


1.   DEFINITIONS
     For the purposes of this Memorandum, and the preamble, unless the context
     indicates otherwise, the words and expressions set out below shall have the
     meanings assigned to them, namely:

1.1  "Business Day"                       means any day other than a Saturday,
                                          Sunday or statutory holiday in South
                                          Africa;

1.2  "Borrower"                           means Crown Gold Recoveries
                                          (Proprietary) Limited, a company
                                          registered in accordance with the laws
                                          of South Africa under Registration



                                     Page 4

                                          Number 1988/005155/07;

1.3  "Event of Default"                   means any one of the events specified
                                          in clause 6;

1.4  "First Loan"                         means the amount of R125 106 116 (one
                                          hundred and twenty five million and
                                          one hundred and six thousand and one
                                          hundred and sixteen Rand) which the
                                          Borrower agreed to borrow from the
                                          Lender and which the Lender agreed to
                                          lend to the Borrower and which entire
                                          amount has been drawn down by the
                                          Borrower and is still outstanding;

1.5  "Indebtedness"                       means any loan, debt, guarantee,
                                          indemnity or other obligation now or
                                          hereafter existing valued in excess of
                                          R500 000 (five hundred thousand Rand);

1.6  "Loans"                              means the First Loan, the Second Loan
                                          and the Third Loan and "Loan" shall
                                          mean any of these 3 (three) loans;

1.7  "the Lender"                         means Crown Consolidated Gold
                                          Recoveries Limited, a company
                                          registered in accordance with the laws
                                          of South Africa under Registration
                                          Number 1997/007865/06;

1.8  "this Memorandum"                    means this memorandum of loan
                                          agreement;

1.9  "Parties"                            means the Borrower and the Lender and
                                          "Party" means either one of them;

1.10 "Prime Rate"                         shall mean the publicly quoted basic
                                          rate of interest generally levied by
                                          The Standard Bank of



                                     Page 5

                                          South Africa Limited from time to time
                                          in South Africa on overdraft to its
                                          first class corporate borrowers,
                                          calculated on a 365 (three hundred and
                                          sixty five) day factor, irrespective
                                          of whether or not the year is a leap
                                          year, it being recorded that a
                                          certificate signed by any manager of
                                          The Standard Bank of South Africa
                                          Limited (whose appointment shall not
                                          be necessary to prove) shall
                                          constitute prima facie proof of the
                                          ruling prime rate at the relevant time
                                          in the event of there being a dispute
                                          in relation thereto;

1.11 "Second Loan"                        means the amount of R40 000 000 (forty
                                          million Rand) which the Borrower
                                          agreed to borrow from the Lender and
                                          which the Lender agreed to lend to the
                                          Borrower and which entire amount has
                                          been drawn down by the Borrower and is
                                          still outstanding;

1.12 "Signature Date"                     means the date of last signature of
                                          this Memorandum;

1.13 "South Africa"                       means the Republic of South Africa as
                                          constituted from time to time; and

1.14 "Third Loan"                         means the amount of R25 000 000
                                          (twenty five million Rand) which the
                                          Borrower agreed to borrow from the
                                          Lender and which the Lender agreed to
                                          lend to the Borrower and which amount
                                          was credited to the loan account of
                                          the Lender against the Company in
                                          terms of an agreement dated 13
                                          November 1997 and which amount is
                                          still outstanding.



                                     Page 6

2.   THE FIRST LOAN

2.1       It is recorded that the Lender agreed to lend to the Borrower, and the
          Borrower borrowed from the Lender, the First Loan on the following
          terms:

2.1.1          the First Loan I was unsecured, interest free; and

2.1.2          the First Loan was repayable on demand.

2.2       Notwithstanding the provisions of clause 2.1 above, the Parties now
          hereby agree that from the Signature Date, the First Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date,
          and the capital amount of the First Loan will be repayable within 7
          (seven) years of the Signature Date.


3.   THE SECOND LOAN

3.1       It is recorded that the Lender agreed to lend to the Borrower, and the
          Borrower borrowed from the Lender, the Second Loan on the following
          terms:

3.1.1          the Second Loan was unsecured, interest free; and

3.1.2          the Second Loan was repayable on demand.

3.2       Notwithstanding the provisions of clause 3.1 above, the Parties now
          hereby agree that from the Signature Date, the Second Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date
          and the capital amount of the Second Loan will be repayable within 7
          (seven) years of the Signature Date.



                                     Page 7

4.   THE THIRD LOAN

4.1       It is recorded that the Lender agreed to lend to the Borrower and the
          Borrower borrowed from the Lender the Third Loan on the following
          terms:

4.1.1          the Third Loan was unsecured, interest free; and

4.1.2          the Third Loan was repayable on demand.

4.2       Notwithstanding the provisions of clause 4.1 above, the Parties now
          hereby agree that from the Signature Date, the Third Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate, which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date,
          and the capital amount of the Third Loan will be repayable within 7
          (seven) years of the Signature Date.


5.   UNDERTAKINGS BY THE BORROWER

5.1       The Borrower undertakes to the Lender that until all the Loans have
          been repaid in full by the Borrower to the Lender:

5.1.1          the Borrower shall (immediately upon it becoming aware of such
               occurrence) notify the Lender of the occurrence of any Event of
               Default and of any other event which, with the giving of notice
               or lapse of time or both, might constitute an Event of Default
               and at the same time inform the Lender of any action taken or
               proposed to be taken in connection with that Event of Default;

5.1.2          the Borrower will continue its business, being the conduct of
               mining operations, including but not limited to the re-treatment
               of sand dumps, slime dumps and archive material deposits;

5.1.3          the Borrower shall maintain in full force and effect all
               authorisations, approvals, licences, registrations, consent or
               declarations from all



                                     Page 8

               legislative bodies of government, ministries, agencies or other
               authorities required by the laws of South Africa or otherwise
               appropriate in order for the Borrower-

5.1.3.1             to incur the obligations expressed to be assumed by it in or
                    pursuant to this Memorandum;

5.1.3.2             to execute and deliver all other documents and instruments
                    to be delivered by it pursuant to this Memorandum;

5.1.3.3             to perform and observe the terms and provisions of this
                    Memorandum;

5.1.3.4             to make all payments expressed to be required under this
                    Memorandum; and

5.1.3.5             to render this Memorandum legal, valid, binding, enforceable
                    and admissible in evidence.

5.2       The Borrower shall promptly furnish the Lender with such evidence of
          authority, authenticated specimen signatures and other documents and
          information as the Lender may reasonably request, on the request of
          the Lender, and perform all such other acts as may be necessary to
          carry out the intent of this Memorandum.


6.   EVENTS OF DEFAULT

6.1       With regard to the Loans, if:

6.1.1          the Borrower shall for any reason fail duly and promptly to
               perform or observe any of the other obligations or undertakings
               expressed to be binding on or undertaken in or pursuant to this
               Memorandum; or

6.1.2          a moratorium is declared on the discharge of Indebtedness of the
               Borrower or the Borrower is unable to pay its debts generally as
               they



                                     Page 9

               become due and payable or stops or threatens to stop or suspends
               payment of any sum over R500 000 (five hundred thousand Rand)
               expressed to be payable by it in or pursuant to this Memorandum
               or of its debts generally or otherwise becomes insolvent or shall
               convene a meeting for the purposes of making, or shall propose or
               enter into, any arrangement or composition for the benefit of any
               one or more of its creditors or shall commence negotiations with
               any one or more of its creditors with a view to a readjustment or
               rescheduling of its Indebtedness or with a view to the avoidance
               of circumstances in which it would or might be obliged to declare
               a moratorium on the discharge of its Indebtedness; or

6.1.3          any person becomes entitled to take possession of or realise or
               otherwise apply any of the assets of the Borrower or to cause
               such assets to be realised in satisfaction of any obligation of
               the Borrower to such person and such event would or might, either
               directly or indirectly, materially affect the Borrower's ability
               to perform any of the obligations expressed to be assumed by it
               in or pursuant to this Memorandum; or

6.1.4          if any action or proceeding of or before any judicial,
               administrative, governmental or other authority or arbitrator
               commences (and is not stayed or discharged within 15 (fifteen)
               calendar days thereafter) to enjoin or restrain the performance
               or observance by the Borrower of the terms of this Memorandum or
               in any manner to question the right and power of the Borrower to
               enter into, exercise its rights under and perform and observe the
               terms of this Memorandum or the legality, validity,
               enforceability, binding nature or admissibility in evidence of
               this Memorandum; or

6.1.5          if it becomes or proves to be unlawful or impossible for the
               Borrower duly and promptly to perform or observe any of the
               obligations or undertakings expressed to be binding on or
               undertaken by it in or pursuant to this Memorandum,



                                     Page 10

          then and in any case the Borrower shall forthwith notify the Lender of
          the occurrence of such event which (regardless of whether such notice
          shall have been given) shall constitute an Event of Default. At any
          time after the occurrence of an Event of Default the Lender may, by
          written notice to the Borrower, declare the First Loan, the Second
          Loan and Third Loan to be immediately due and payable.

6.2       If the Loans are declared immediately due and payable pursuant to
          clause 6.1, the Borrower shall immediately pay to the Lender the
          amount due under the Loans.


7.   CESSION AND DELEGATION BY THE LENDER

7.1       The Lender may at any time and from time to time cede all or any part
          of its rights and benefits and delegate all or any part of its
          obligations under this Memorandum to another person (an "Assignee").

7.2       For this purpose the Lender may disclose to a potential or actual
          Assignee such credit and other information relating to the Borrower
          and its financial condition as the Borrower shall have made available
          to the Lender or as shall be known to the Lender otherwise howsoever.

7.3       If the Lender cedes any part of its rights and benefits and delegates
          any part of its obligations under this Memorandum then all references
          in this Memorandum to the Lender shall thereafter be construed as
          references to the Lender and its Assignee to the extent of their
          respective participations.

7.4       The expression "Lender" wherever used in this Memorandum shall include
          every Assignee of the Lender and every successor in title of any such
          Assignee or of the Lender.



                                     Page 11

8.   CESSION AND DELEGATION BY THE BORROWER

     The rights and obligations of the Borrower under this Memorandum are
     personal to the Borrower and accordingly the Borrower shall not cede any of
     its rights or benefits or delegate any of its obligations under this
     Memorandum either in whole or in part.


9.   NOTICES

9.1       Any notice or other formal communication to be given under this
          Memorandum shall be in writing and signed by or on behalf of the Party
          giving it and may be served by sending it by fax, delivering it by
          hand or sending it by registered mail with acknowledgement of receipt
          to the address and for the attention of the relevant Party set out in
          clause 9.2 (or as otherwise duly notified from time to time). Any
          notice so served by hand, fax or post shall be deemed to have been
          received:

9.1.1          in the case of delivery by hand or mail, when delivered;

9.1.2          in the case of fax, 12 (twelve) hours after the time of dispatch;

          provided that, where (in the case of delivery by hand or by fax), such
          delivery or transmission occurs after 18h00 on a Business Day or on a
          day which is not a Business Day, service shall be deemed to occur at
          09h00 on the next following Business Day. References to time in this
          clause are to local time in the country of the addressee.

9.2       The Parties choose for the purposes of this Memorandum the following
          addresses:

9.2.1          The Lender:                45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa



                                     Page 12

                                          Attn: The Company Secretary
                                          Fax No: 011 482-1022;

9.2.2          The Borrower:              45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: The Company Secretary
                                          Fax No: 011 482-1022.

9.3       In proving such service it shall be sufficient to prove that the
          envelope containing such notice was properly addressed and delivered
          to the address shown thereon or that the fax was sent after obtaining
          in person or by telephone appropriate evidence of the capacity of the
          addressee to receive the same, as the case may be.

9.4       All notices or formal communications under or in connection with this
          Memorandum shall be in the English language or, if in any other
          language, accompanied by a translation into English. In the event of
          any conflict between the English text and the text in any other
          language, the English text shall prevail.


10.  ARBITRATION

10.1      Any dispute arising out of this Memorandum or the interpretation
          thereof, both while in force and after its termination, shall be
          submitted to and determined by arbitration. Any Party may demand
          arbitration by notice in writing to the other Party. Such arbitration
          shall be held in Johannesburg unless otherwise agreed to in writing
          and shall be held in a summary manner with a view to it being
          completed as soon as possible.

10.2      There shall be 1 (one) arbitrator who shall be, where the question and
          issue is:



                                     Page 13

10.2.1         primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

10.2.2         primarily a legal matter, a practising Senior Counsel; or

10.2.3         primarily a technical matter, a suitably qualified person.

10.3      The appointment of the arbitrator shall be agreed upon between the
          Parties in writing but, failing agreement between them, within a
          period of 14 (fourteen) days after the arbitration has been demanded
          in terms of clause 10.1, any party shall be entitled to request the
          President for the time being of the Law Society of the Northern
          Provinces to make the appointment who shall, in making his
          appointment, to have regard to the nature of the dispute.

10.4      The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965 (as amended), but shall not be obliged
          to follow the procedures prescribed in that Act and shall be entitled
          to decide on such procedures as he may consider desirable for the
          speedy determination of the dispute, and in particular he shall have
          the sole and absolute discretion to determine whether and to what
          extent it shall be necessary to file pleadings, make discovery of
          documents or hear oral evidence.

10.5      The decision of the arbitrator shall be final and binding on the
          Parties and may be made an order of any court of competent
          jurisdiction. The Parties hereby submit themselves to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa, or any successor thereto, should any Party
          wish to make the arbitrator's decision an order of that Court.


11.  GENERAL

11.1      COMMUNICATIONS BETWEEN THE PARTIES

          All notices and demands given by or on behalf of either Party to the
          other shall be in English or accompanied by a certified translation
          into English.



                                     Page 14

11.2      REMEDIES

          No remedy conferred by this Memorandum is intended to be exclusive of
          any other remedy which is otherwise available at law, by statute or
          otherwise. Each remedy shall be cumulative and in addition to every
          other remedy given hereunder or now or hereafter existing at law, by
          statute or otherwise. The election of any one or more remedy by any of
          the Parties shall not constitute a waiver by such Party of the right
          to pursue any other remedy.

11.3      SEVERANCE

          If any provision of this Memorandum, which is not material to its
          efficacy as a whole, is rendered void, illegal or unenforceable in any
          respect under any law, the validity, legality and enforceability of
          the remaining provisions shall not in any way be affected or impaired
          thereby and the Parties shall endeavour in good faith to agree an
          alternative provision to the void, illegal or unenforceable provision.

11.4      SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

          Termination of this Memorandum for any cause shall not release a Party
          from any liability which at the time of termination has already
          accrued to such Party or which thereafter may accrue in respect of any
          act or omission prior to such termination.

11.5      COSTS

          Each Party shall bear its own costs incurred by it to its attorneys
          and other professional advisors for the preparation and signing of
          this Memorandum.

11.6      ENTIRE AGREEMENT

          This Memorandum constitutes the entire agreement between the Parties
          in relation to its subject matter and save as otherwise expressly
          provided no modification, amendment or waiver of any of the provisions
          of this Memorandum or any agreement to cancel or terminate it shall be
          effective



                                     Page 15

          unless made in writing specifically referring to this Memorandum and
          duly signed by the Parties.

11.7      NO PARTNERSHIP

          Nothing in this Memorandum shall be deemed to constitute a partnership
          between the Parties (or any of them) or constitute any Party the agent
          of any other Party for any purpose.

11.8      FURTHER ASSURANCE

          Each Party shall co-operate with the other Party and execute and
          deliver to the other Party such other instruments and documents and
          take such other actions as may be reasonably requested from time to
          time in order to carry out, evidence and confirm the rights and the
          intended purpose of this Memorandum.

11.9      COUNTERPARTS

          This Memorandum may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Memorandum by signing any such counterpart.

11.10     SUCCESSORS BOUND

          This Memorandum shall be binding on and shall inure for the benefit of
          the successors and assigns and personal representatives (as the case
          may be) of each of the Parties.

11.11     GOOD FAITH

          Each of the Parties undertakes with each of the others to do all
          things reasonably within its power which are necessary or desirable to
          give effect to the spirit and intent of this Memorandum.



                                     Page 16

SIGNED at                     on                          2002.


                                          For: CROWN CONSOLIDATED GOLD
                                               RECOVERIES LIMITED


                                          -----------------------------------
                                          Signatory:
                                          Capacity:
                                          Authority:


SIGNED at                     on                          2002.


                                          For: CROWN GOLD RECOVERIES
                                               (PROPRIETARY) LIMITED


                                          -----------------------------------
                                          Signatory:
                                          Capacity:
                                          Authority:

EX-4.38

                                                                    EXHIBIT 4.38

SHAREHOLDERS' AGREEMENT


between:


THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED


and


KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED


and


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


and


DURBAN ROODEPOORT DEEP, LIMITED

                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                      Telephone : (011) 881 9800
                                                            Fax : (011) 883 4505



                                     Page 2

                                TABLE OF CONTENTS
                                                                      
1.  INTERPRETATION........................................................3
2.  CONDITION PRECEDENT..................................................11
3.  COMPANY BUSINESS.....................................................11
4.  CORPORATE REQUIREMENTS...............................................11
5.  DIVIDEND POLICY......................................................12
6.  CAPITAL AND FURTHER FINANCE..........................................13
7.  WAREHOUSING ARRANGEMENT..............................................15
8.  OBLIGATIONS OWED TO DRD..............................................20
9.  OBLIGATIONS OWED BY DRD..............................................21
10. DIRECTORS AND MANAGEMENT.............................................21
11. RESERVED MATTERS.....................................................23
12. FINANCIAL MATTERS....................................................26
13. INFORMATION AND REPORTING............................................27
14. CONFIDENTIALITY......................................................28
15. REGULATORY MATTERS...................................................30
16. TRANSFER OF SHARES...................................................31
17. FURTHER ASSURANCES...................................................37
18. ANNOUNCEMENTS........................................................37
19. ENTIRE AGREEMENT.....................................................38
20. CONFLICT WITH MEMORANDUM AND ARTICLES................................38
21. DURATION.............................................................39
22. NOTICES..............................................................40
23. ARBITRATION..........................................................42
24. GENERAL..............................................................43



SCHEDULES

1.   SCHEDULE 1: DEFINITION OF "IRR"
2.   SCHEDULE 2: BASIS OF INTEREST COVER
3.   SCHEDULE 3: PROPOSED BUSINESS PLAN



                                     Page 3

WHEREAS:

A.   The IDC and KBH are desirous of purchasing 57% (fifty seven per cent) and
     3% (three per cent), respectively, of the issued share capital of the
     Company and CCGR is desirous of selling 57% (fifty seven per cent) of the
     issued share capital of the Company to the IDC and 3% (three per cent) of
     the issued share capital of the Company to KBH, in terms of the Share
     Purchase Agreement. CCGR intends retaining 40% (forty per cent) of the
     issued share capital of the Company upon completion of the Share Purchase
     Agreement.

B.   The Parties are entering into this Agreement in order to establish the
     manner in which the Company is to be managed and to set out the terms
     governing the relationship of the IDC, KBH and CCGR as shareholders in the
     Company.

IT IS AGREED AS FOLLOWS:

1.    INTERPRETATION

1.1      DEFINITIONS

         For the purposes of this Agreement, and the preamble, unless the
         context requires otherwise, the words and expressions set out below
         shall have the meanings assigned to them, namely:

1.1.1    "this Agreement"             means this shareholders' agreement and all
                                      its Schedules;

1.1.2    "Affiliate"                  means with respect to any person, any
                                      other person directly or indirectly
                                      holding at least 30% (thirty per cent) of
                                      the ordinary issued share capital of that
                                      person;

1.1.3    "Board"                      means the board of Directors or any duly



                                     Page 4

                                      appointed committee thereof from time to
                                      time;

1.1.4    "Budget"                     means a budget for the Company for a
                                      particular Financial Year in a format
                                      approved from time to time by the Board;

1.1.5    "Business Day"               means any day other than a Saturday,
                                      Sunday or statutory holiday in South
                                      Africa;

1.1.6    "Business Plan"              means an ongoing business plan for the
                                      Company commencing with the Initial
                                      Business Plan, including the business
                                      plans of the Company drawn by the
                                      Directors for the succeeding Financial
                                      Years;

1.1.7    "CCGR"                       means Crown Consolidated Gold Recoveries
                                      Limited, a company registered in
                                      accordance with the laws of South Africa
                                      under Registration Number 1997/007865/06;

1.1.8    "CCGR Directors"             means the Directors appointed by CCGR from
                                      time to time;

1.1.9    "CCGR Loan"                  means all the non-interest bearing loans
                                      made by the Company to DRD and thus owing
                                      by DRD to the Company as at the Completion
                                      Date;

1.1.10   "CCGR's Shares"              means the 40 (forty) Shares, constituting
                                      40% (forty per cent) of the issued share
                                      capital of the Company, held by CCGR as at
                                      the Completion Date, together with any
                                      other Shares held by CCGR from time to
                                      time;



                                     Page 5

1.1.11   "Cession Agreement"          means the cession agreement as defined in
                                      the Share Purchase Agreement;

1.1.12   "Chairman"                   means the chairman from time to time of
                                      the Board;

1.1.13   "Companies Act"              means the Companies Act, 1973, as amended;

1.1.14   "the Company"                means Crown Gold Recoveries (Proprietary)
                                      Limited, a company registered in
                                      accordance with the laws of South Africa
                                      under Registration Number 1988/005115/07;

1.1.15   "Completion Date"            means the date on which the condition
                                      precedent referred to in clause 2.1 is
                                      fulfilled;

1.1.16   "Directors"                  means directors of the Company from time
                                      to time;

1.1.17   "DRD"                        means Durban Roodepoort Deep, Limited, a
                                      company registered in accordance with the
                                      laws of South Africa under Registration
                                      Number 1895/000926/06;

1.1.18   "DRD Loan"                   means the unsecured loan note, which as at
                                      the Signature Date has a face value of R37
                                      716 875 (thirty seven million seven
                                      hundred and sixteen thousand and eight
                                      hundred and seventy five Rand), which was
                                      issued by the Company to CCGR (evidencing
                                      the indebtedness of the Company to CCGR)
                                      and ceded to DRD and bears interest at the
                                      Prime Rate plus 25% (twenty five per cent)
                                      of the Prime Rate;



                                     Page 6

1.1.19   "Executive Directors"        means any of the Directors who are
                                      employed by the Company or seconded to the
                                      Company, as the case may be, in a
                                      managerial capacity;

1.1.20   "Existing GNB"               means the general notarial covering bond
                                      registered on 13 September 1999 under
                                      registration number BN25326/1999 by the
                                      Company in favour of the IDC in the amount
                                      of R25 000 000 (twenty five million Rand)
                                      over the assets of the Company;

1.1.21   "Fair Price"                 means the open market value of the
                                      relevant Shares between a willing seller
                                      and a willing third party buyer at the
                                      date of the Transfer Notice (as defined in
                                      clause 16.6) without any premium or
                                      discount by reference to the percentage of
                                      the Shares being sold or transferred;

1.1.22   "Financial Year"             means a financial period of the Company
                                      (commencing, other than in the case of its
                                      initial financing period, on 1 July and
                                      ending on 30 June of each year);

1.1.23   "the IDC"                    means The Industrial Development
                                      Corporation of South Africa Limited, a
                                      company registered in accordance with the
                                      company laws of South Africa under
                                      Registration Number 1940/014201/06;

1.1.24   "IDC Directors"              means the Directors appointed by the IDC
                                      from time to time;



                                     Page 7

1.1.25   "IDC Investment"             means the IDC Shares and the IDC Loan from
                                      time to time;

1.1.26   "IDC Loan"                   means the IDC's shareholder loan against
                                      the Company as set out in clause 6.3.1;

1.1.27   "IDC Shares"                 means the 57 (fifty seven) Shares,
                                      constituting 57% (fifty seven per cent) of
                                      the issued share capital of the Company,
                                      held by the IDC as at the Completion Date,
                                      together with any other Shares held by the
                                      IDC from time to time;

1.1.28   "Initial Business Plan"      means the proposed business plan attached
                                      to this Agreement as Schedule 3;

1.1.29   "IRR"                        means the real after tax internal rate of
                                      return calculated in accordance with the
                                      methodology contained in Schedule 1 to
                                      this Agreement;

1.1.30   "IRR Certificate"            means the certificate furnished by the IDC
                                      to the other Parties in terms of clause
                                      7.3.3.6;

1.1.31   "KBH"                        means Khumo Bathong Holdings (Proprietary)
                                      Limited, a company registered in
                                      accordance with the laws of South Africa
                                      under Registration Number 1998/007564/07;

1.1.32   "KBH Directors"              means the Directors appointed by KBH from
                                      time to time;

1.1.33   "KBH Shares"                 means the 3 (three) Shares, constituting
                                      3% (three per cent) of the issued share
                                      capital of the Company, held by KBH as at
                                      the



                                     Page 8

                                      Completion Date together with any other
                                      Shares held by KBH from time to time;

1.1.34   "Loan Account"               in relation to a Shareholder, means its
                                      loan account for shareholder loans made to
                                      the Company by it and by any company which
                                      is a Member of the Same Group as it;

1.1.35   "Member of the Same Group"   means in relation to any Party, any
                                      company which is its subsidiary company,
                                      holding company or Affiliate;

1.1.36   "Memorandum and Articles"    means the memorandum and articles of
                                      association of the Company for the time
                                      being and as amended from time to time;

1.1.37   "Non-Executive Directors"    means any of the Directors who are not
                                      employed by the Company or seconded to the
                                      Company, as the case may be, in a
                                      managerial capacity;

1.1.38   "Parties"                    means the IDC, KBH, CCGR and the Company
                                      and "Party" means any one of them;

1.1.39   "Prime Rate"                 shall mean the publicly quoted basic rate
                                      of interest generally charged by The
                                      Standard Bank of South Africa Limited from
                                      time to time in South Africa on overdraft
                                      to its first class corporate borrowers,
                                      calculated on a 365 (three hundred and
                                      sixty five) day factor, irrespective of
                                      whether or not the year in question is a
                                      leap year, it being recorded that a
                                      certificate signed by any manager of The
                                      Standard Bank of South Africa Limited



                                     Page 9

                                      (whose appointment it shall not be
                                      necessary to prove) shall constitute prima
                                      facie proof of the ruling prime rate at
                                      the relevant time in the event of there
                                      being a dispute in relation thereto;

1.1.40   "Reserved Matters"           means the matters set out in clause 11.2;

1.1.41   "Security Interest"          means any mortgage, pledge, lien (other
                                      than a lien arising by operation of law),
                                      right of set-off, encumbrance or any
                                      security interest whatsoever, howsoever
                                      created or arising, including any
                                      analogous security interest under the law
                                      of South Africa;

1.1.42   "Share Purchase Agreement"   means the share purchase agreement entered
                                      into between the IDC, KBH, CCGR and DRD
                                      simultaneously with the signing of this
                                      Agreement and to which this Agreement is
                                      attached as Schedule 3;

1.1.43   "Shareholders"               means the IDC, KBH and CCGR (and
                                      "Shareholder" shall mean any one of them)
                                      and any other party which holds Shares and
                                      has become a signatory to this Agreement;

1.1.44   "Shares"                     means the ordinary shares of R1 (one Rand)
                                      each in the issued share capital of the
                                      Company;

1.1.45   "Signature Date"             means the last date on which this
                                      Agreement is signed by the Parties; and

1.1.46   "South Africa"               means the Republic of South Africa as
                                      constituted from time to time.



                                     Page 10

1.2      GENERAL INTERPRETATION

         In addition to the definitions in clause 1.1, unless the context
         requires otherwise:

1.2.1          the singular shall include the plural and vice versa;

1.2.2          a reference to any one gender, whether masculine, feminine or
               neuter, includes the other two;

1.2.3          any reference to a natural person includes an artificial person
               and vice versa;

1.2.4          a cognate word or expression shall have a corresponding meaning;

1.2.5          words and expressions defined in the Companies Act, which are not
               defined in this Agreement, shall bear the same meanings in this
               Agreement as those ascribed to them in the Companies Act;

1.2.6          references to a statutory provision include any subordinate
               legislation made from time to time under that provision, and
               include that provision as from time to time modified or
               re-enacted as far as such modification or re-enactment applies,
               or is capable of applying, to this Agreement or any transaction
               entered into in accordance with this Agreement;

1.2.7          references to "this Agreement" include its Schedules, and
               references in this Agreement to "clauses" and "Schedules" are to
               clauses and schedules of this Agreement; and

1.2.8          where an obligation pursuant to this Agreement is expressed to be
               undertaken or assumed by any Party, such obligation shall be
               construed as requiring the Party concerned to exercise all rights
               and powers of control over the affairs of any other person which
               that Party is able to exercise (whether directly or indirectly)
               in order to secure performance of that obligation.



                                     Page 11

2.    CONDITION PRECEDENT

2.1      The whole of this Agreement (except for this clause 2 and clauses 1,
         14, 18, 22, 23 and 24) shall be subject to the condition precedent that
         the Share Purchase Agreement is duly entered into by all the parties to
         that agreement and that all the conditions precedent to which it is
         subject are fulfilled, or deemed to be fulfilled, and that it
         accordingly takes effect and is duly carried into effect and completed
         in accordance with its terms.

2.2      If the condition precedent referred to in clause 2.1 is not fulfilled,
         then this Agreement (except for this clause 2 and clauses 1, 14, 18,
         22, 23 and 24) shall not take effect unless otherwise agreed upon in
         writing by the Parties. If this Agreement (except for this clause 2 and
         clauses 1, 14, 18, 22, 23 and 24) does not take effect in accordance
         with the provisions of this clause 2, no Party shall have any claim
         against any other of any nature whatsoever arising from the provisions
         of this Agreement.

2.3      The Parties shall use their reasonable endeavours to do whatever may be
         necessary to procure the fulfilment of the condition precedent and
         shall co-operate fully with each other for that purpose.

3.    COMPANY BUSINESS

      The business of the Company is the re-treatment of sand dumps, slime dumps
      and archive material deposits.

4.    CORPORATE REQUIREMENTS

4.1      The Parties agree that:



                                     Page 12

4.1.1          the name of the Company shall remain Crown Gold Recoveries
               (Proprietary) Limited;

4.1.2          the Company's auditors are Deloitte & Touche;

4.1.3          the bankers of the Company are the Standard Bank of South Africa
               Limited;

4.1.4          the registered office of the Company shall be at 45 Empire Road,
               Parktown, Johannesburg, South Africa;

4.1.5          the Company's financial year end shall be 30 June in each year;
               and

4.1.6          the secretary of the Company shall be Maryna Eloff or such other
               person as may be nominated by DRD from time to time in accordance
               with the provisions of the management services agreement referred
               to in clause 8.4.

4.2      Each of the Parties undertakes to the other that it will do everything
         within its powers to carry out all the matters referred to in clause
         4.1, including the convening and holding of all the necessary meetings
         of the Board and the Company, the passing of all necessary resolutions
         at those meetings and the filing of all documents and forms which are
         required to be filed with the Registrar of Companies in terms of the
         Companies Act for the purposes of or to give effect to those
         resolutions and the Shareholders shall exercise their votes as
         shareholders in the Company to that end.

5.    DIVIDEND POLICY

      The Company and each of the Shareholders acknowledge to one another that
      the Company shall, unless otherwise decided by the Board, and provided
      that the majority shall always include the IDC Director for so long as the
      IDC is a Shareholder, and subject to applicable laws, declare an annual
      dividend of a minimum of 30% (thirty per cent) of the net profits of the
      Company after interest and tax.



                                     Page 13

6.    CAPITAL AND FURTHER FINANCE

6.1      The authorised share capital of the Company as at the Signature Date is
         R4 000 (four thousand Rand) comprising 4 000 (four thousand) ordinary
         par value shares of R1 (one Rand) each and the initial issued share
         capital of the Company as at the Completion Date shall be R100 (one
         hundred Rand) comprising 100 (one hundred) Shares of which:

6.1.1          40% (forty per cent) will be held by CCGR;

6.1.2          3% (three per cent) will be held by KBH; and

6.1.3          57% (fifty seven per cent) will be held by the IDC.

6.2      The issued share capital of the Company may from time to time be
         increased to such an extent as shall be mutually agreed between the
         Parties in accordance with this clause 6.

6.3      The Parties record that, as at the Completion Date, the Shareholders
         will have the following claims against the Company:

6.3.1          a shareholder loan by the IDC to the Company of R108 360 486.00
               (one hundred and eight million three hundred and sixty thousand
               and four hundred and eighty six Rand), bearing interest at the
               Prime Rate plus 15% (fifteen per cent) of the Prime Rate
               calculated monthly in arrear with effect from the Completion Date
               and repayable over 60 (sixty) months in equal monthly instalments
               on the 15th (fifteenth) day of each month commencing on 15 August
               2002, but subject to the warehousing arrangements set out in
               clause 7. This shareholder loan shall be secured by the Existing
               GNB and, as further security for this shareholder loan, the
               Company shall register a general notarial covering bond in favour
               of the IDC, on terms acceptable to the IDC, up to the amount of
               R45 000 000.00 (forty five million Rand) over all the



                                     Page 14

               movable assets of the Company as contemplated in the Share
               Purchase Agreement;

6.3.2          a shareholder loan by CCGR to the Company of R76 042 446.40
               (seventy six million forty two thousand and four hundred and
               forty six Rand and forty cents), bearing interest at the Prime
               Rate plus 25% (twenty five percent) of the Prime Rate calculated
               monthly in arrear with effect from the Completion Date and
               repayable over 84 (eighty four) months in equal monthly
               instalments on the 15th (fifteenth) day of each month commencing
               on 15 August 2002. The Parties record that the payment of
               interest shall be subject to the Company maintaining a monthly
               interest cover ratio on the basis set out in Schedule 2 failing
               which the Company shall not be liable to make the interest
               payment for that month and the accrued interest will not be
               capitalised but will be carried over into and be payable in the
               subsequent month or months, as the case may be, subject to the
               provisions of Schedule 2; and

6.3.3          KBH shall have a shareholder loan against the Company of R5 703
               183.00 (five million seven hundred and three thousand one hundred
               and eighty three Rand). This shareholder loan shall bear interest
               at the Prime Rate and has no fixed repayment terms and is
               repayable on demand.

6.4      The Parties agree that, in the event of any conflict between the terms
         of the shareholder loans set out in clause 6.3, and any agreement
         entered into by the Company prior to the Completion Date for the
         purposes of borrowing such shareholder loans, the terms set out in
         clause 6.3 shall prevail.

6.5      Notwithstanding anything to the contrary anywhere else in this
         Agreement, none of the Shareholders undertake to provide any loan or
         share capital to the Company nor to give any guarantee or indemnity in
         respect of any of the Company's liabilities or obligations. Without
         detracting from this clause in any way, the Shareholders record that
         any further capital required by the Company from time to time and which
         they may agree to provide, will be provided by them as agreed between
         them.



                                     Page 15

6.6      Where the Shareholders agree to provide any further capital by way of a
         loan then, unless otherwise agreed in writing by the Shareholders, the
         indebtedness of the Company incurred in respect of the loans shall be
         subject to terms as approved by the Board.

7.    WAREHOUSING ARRANGEMENT

7.1      The Parties record that it is their intention that the IDC shall not
         remain a Shareholder of the Company indefinitely but shall transfer the
         IDC Investment to KBH, simultaneously with the discharge of the IDC
         Loan by KBH to the IDC, in accordance with the provisions of this
         clause 7. Accordingly, the Parties agree with each other that KBH
         shall, at all times, have the right to repay to the IDC, the IDC Loan
         on behalf of the Company subject to the provisions of this clause 7 and
         the Company shall be deemed to have discharged all its obligations to
         the IDC in this regard upon such repayment of the IDC Loan. A
         certificate issued by an authorised officer of the IDC shall be prima
         facie evidence of the amount owing under the IDC Loan and the Early
         Purchase Amount (as defined in 7.4), and shall be provided by the IDC
         to KBH within 10 (ten) Business Days of receipt of written notice to do
         so, prior to the exercise of the KBH Special Option referred to in
         clause 7.2. If any Party disputes the amount owing under the IDC Loan
         and/or the Early Purchase Amount, such dispute shall be referred, at a
         cost to be shared equally between KBH and the IDC, to a firm of
         independent auditors to be agreed by the IDC, KBH and the Company
         within 3 (three) Business Days of the dispute so arising, failing which
         an internationally recognised independent firm of auditors nominated by
         the president for the time being of the South African Institute of
         Chartered Accountants upon request by any of the IDC, KBH or the
         Company. Any firm of auditors appointed in terms of this clause 7.1
         shall make its determination acting as experts and its determination
         shall be final and binding on the Parties.

7.2      Notwithstanding any provision to the contrary in this Agreement, the
         IDC hereby grants to KBH, which hereby accepts, a call option to
         purchase the



                                     Page 16

         entire IDC Investment (hereinafter referred to as the "KBH Special
         Option") upon the terms and subject to the conditions set out in
         clauses 7.3 to 7.5.9 below and each of the other Parties, other than
         the IDC and KBH, hereby consents to the IDC granting to KBH the KBH
         Special Option and waives any pre-emptive rights which it may have in
         regard to the Shares which constitute the subject matter of the KBH
         Special Option.

7.3      The KBH Special Option may be exercised by KBH by notice in terms of
         clause 7.4 at any time but not later than 16h00 of the last Business
         Day of the 60th (sixtieth) month from the Completion Date whereafter
         the KBH Special Option will lapse.

7.4      KBH shall exercise the KBH Special Option by written notice (the "KBH
         Election Notice") to the IDC, with a copy to the other Parties, at any
         time and on any day but always in accordance with the time period set
         out in clause 7.3 above, specifying the number of IDC Shares (which
         shall be equivalent to all the Shares then held by the IDC) and the
         amount of the IDC Loan (which shall be equivalent to the amount then
         outstanding on the IDC Loan in terms of clause 7.1) which KBH wishes to
         discharge on behalf of the Company in terms of clause 7.1, plus the
         amount payable by KBH to the IDC, which is equivalent to an IRR of 15%
         (fifteen per cent) on the IDC Investment which will be payable by KBH
         to the IDC if the IDC Investment has not yielded an IRR of 11% (eleven
         per cent) prior to the repayment of the IDC Loan ("Early Purchase
         Amount").

7.5      If KBH exercises the KBH Special Option to purchase all of the IDC
         Shares and the balance of the IDC Loan in terms of this clause 7, then
         the sale and purchase of the IDC Investment to KBH, which would result,
         shall be on the following terms and conditions:

7.5.1          the IDC Investment shall be sold and purchased free from all
               claims, liens, pledges and other hypothecations and encumbrances;



                                     Page 17

7.5.2          the purchase price payable by KBH for the IDC Shares shall be the
               par value for each of the IDC Shares and shall be payable in
               South African Rand only;

7.5.3          the effective date of the purchase and sale of the IDC Investment
               shall be the date and time specified by KBH and the Company under
               clause 7.5.5;

7.5.4          the consideration for the IDC Loan shall be the face value of the
               IDC Loan as at the date referred to in clause 7.5.3 and, if
               applicable, the Early Purchase Amount;

7.5.5          completion of the sale and purchase of the IDC Investment shall
               be effected within 10 (ten) Business Days of receipt by the IDC
               of the KBH Election Notice (or as soon thereafter as any
               necessary regulatory consents have been obtained and subject to
               compliance by the IDC with its obligations under this clause 7),
               at a meeting to be held at such reasonable time, date and place
               as KBH and the Company may specify by not less than 36 (thirty
               six) hours' prior written notice to the IDC and the other Parties
               and at which meeting:

7.5.5.1             the IDC shall deliver the relevant share certificate(s) to
                    KBH or any nominee(s) for KBH, together with such duly
                    executed transfer forms as may be required by law for the
                    transfer of the IDC Shares to KBH or any nominee(s) for KBH,
                    and a power of attorney in such form and in favour of such
                    person as KBH may nominate so as to enable KBH to exercise
                    all rights of ownership in respect of the IDC Shares,
                    including, without limitation, the voting rights thereto;

7.5.5.2             KBH shall pay the purchase price for the IDC Investment to
                    the IDC by a telegraphic transfer for value on the date of
                    completion, in terms of this clause 7.5.5, but only against
                    such delivery of the IDC Shares and a letter of cession by
                    the IDC to



                                     Page 18

                    KBH of all of the IDC's claims against the Company in
                    respect of the IDC Loan;

7.5.5.3             the IDC and KBH shall procure (insofar as they are able)
                    that such transfer or transfers are duly registered;

7.5.5.4             the IDC shall do all such other things and execute all such
                    other documents as KBH may require to give effect to the
                    sale and purchase of the IDC Shares; and

7.5.5.5             the IDC shall, simultaneously with the completion of the
                    sale and purchase of the IDC Shares, remove the Directors
                    appointed by it and such removal shall take effect without
                    any liability to the Company for compensation for loss of
                    office, loss of employment or otherwise; and

7.5.5.6             the IDC shall furnish KBH and the other Parties with a
                    certificate ("the IRR Certificate") which shall:

7.5.5.6.1                state the IRR yielded by the IDC Investment and
                         received by the IDC as at the date of the issuance of
                         the IRR Certificate;

7.5.5.6.2                confirm the Early Purchase Amount, if any, which KBH is
                         to pay to the IDC and which was stated in the
                         certificate issued by an authorised officer of the IDC
                         in terms of clause 7.1,

                    which IRR Certificate shall be prima facie evidence of the
                    Early Purchase Amount;

7.5.6          each of KBH and the IDC use their reasonable endeavours (costs to
               be shared equally by both these Parties) to obtain any regulatory
               consents that are required by law to enable the sale and purchase
               of the IDC Shares to be completed; if such consents are refused
               the



                                     Page 19

               purchase and sale shall become void and the IDC and KBH shall be
               released from their obligations under this clause 7 but they
               shall negotiate with each other in good faith with a view to
               achieving an alternative solution;

7.5.7          simultaneously with the completion of a sale and purchase of the
               IDC Shares:

7.5.7.1             the IDC shall procure that the IDC's obligations for all
                    loans, loan capital, borrowings and indebtedness in the
                    nature of borrowings owed to the Company by the IDC
                    (together with any accrued interest) are either delegated by
                    the IDC to KBH at such value as may be agreed between the
                    IDC and KBH, or failing agreement between them, are repaid
                    by the IDC to the Company;

7.5.7.2             KBH shall agree to the assignment to it of all rights and
                    obligations under any guarantees or indemnities given by the
                    IDC to or in respect of the Company and, pending such
                    assignment and consequent release of the IDC, shall
                    indemnify the IDC in respect thereof.

7.5.8          the IDC's obligation to transfer the IDC Shares to KBH in terms
               of this clause 7 shall be conditional on the compliance by KBH
               with its obligations under clause 7.5.7.2; and

7.5.9          notwithstanding anything to the contrary anywhere else in this
               clause 7, the IDC shall be obliged to cede to KBH, and KBH shall
               be obliged to acquire from the IDC, the whole of the IDC Loan at
               the same time as the IDC Shares are transferred to KBH.

7.6      If any dispute arises in respect of the amounts stated in the IRR
         Certificate under clause 7.5.5.6, the Party raising the dispute shall
         deal with such dispute in accordance with the dispute resolution
         mechanism set out in clause 7.1.



                                     Page 20

8.    OBLIGATIONS OWED TO DRD

8.1      The Company and each of the Shareholders acknowledge to one another and
         to DRD and hereby record that the Company is indebted to DRD to the
         extent of the DRD Loan.

8.2      The Parties agree that from the Completion Date, the DRD Loan will bear
         interest at the Prime Rate plus 25% (twenty five per cent) of the Prime
         Rate, which interest will be payable annually in arrear on each
         anniversary of the Completion Date and the DRD Loan will be repayable
         within 7 (seven) years of the Completion Date.

8.3      The Company and each of the Shareholders acknowledge to one another and
         to DRD and record that the agreement between DRD and Rand Refinery
         Limited dated 12 October 2001 will not be affected by this Agreement.

8.4      The Company and each of the Shareholders acknowledge to one another and
         to DRD and record that the existing management services agreement
         between the Company and DRD is being renegotiated and amended on terms
         and conditions which are satisfactory to all the Parties and will be
         concluded within 60 (sixty) days of the Completion Date.

8.5      Each of the Parties acknowledge the existence of a loan owed by the
         Company to DRD in the capital amount of R875 000 (eight hundred and
         seventy five thousand rands) which loan is unsecured, has been bearing
         interest from 13 November 2001 at the Prime Rate plus 15% (fifteen
         percent) of the Prime Rate payable annually in arrears on the 3rd
         (third) Business Day after each anniversary of that date, and the
         capital amount of which is repayable within 3 (three) years of that
         date.



                                     Page 21

9.    OBLIGATIONS OWED BY DRD

      The Company hereby cedes, assigns and makes over to CCGR all the rights
      against DRD owing from the CCGR Loan for a total consideration of R1 (one
      Rand) with effect from the Completion Date in accordance with the Cession
      Agreement.

10.   DIRECTORS AND MANAGEMENT

10.1     From the Completion Date until such date as the Shareholders will
         determine, the Board shall consist of 5 (five) Directors. Subject to
         the foregoing and the rights of IDC, KBH and CCGR under this Agreement,
         the number of Non-Executive Directors and Executive Directors shall be
         determined from time to time by the Shareholders.

10.2     From the Completion Date until such time as IDC ceases to be a
         Shareholder, the IDC shall have the right to appoint 1 (one) IDC
         Director, KBH shall have the right to appoint 2 (two) KBH Directors and
         CCGR shall have the right to appoint 2 (two) CCGR Directors. If IDC
         ceases to be a Shareholder, as soon as reasonably possible after the
         event, the Board shall be reconstituted so that it comprises 3 (three)
         KBH Directors and 2 (two) CCGR Directors appointed by the remaining
         Shareholders in terms of this clause 10.2.

10.3     Any appointment or removal of a Director appointed by a Shareholder
         shall be effected by notice in writing to the Company signed by or on
         behalf of the Shareholder in question and shall take effect, subject to
         any contrary intention expressed in the notice, when the notice
         effecting the same is delivered to the Company. Any such removal shall
         be without prejudice to any claim which a Director so removed may have
         under any contract between him and the Company, provided that (in the
         case of a claim made by a Director in respect of such removal) the
         Shareholder so removing such Director shall indemnify the Company in
         respect of any liability arising in respect of such removal. Each
         Shareholder shall consult with the other Shareholders prior to any
         appointment or removal of a Director.



                                     Page 22

10.4     The quorum for the transaction of business at any meeting of the Board
         (other than an adjourned meeting) shall be at least the IDC Director
         (for so long as the IDC is a Shareholder), 1 (one) KBH Director and at
         least 1 (one) CCGR Director present at the time when the relevant
         business is transacted. If such a quorum is not present within 30
         (thirty) minutes from the time appointed for the meeting or if during
         the meeting such a quorum ceases to be present, the meeting shall be
         adjourned for 7 (seven) Business Days and at that adjourned meeting any
         Director shall be regarded as present for the purposes of a quorum if
         represented by an alternate director in accordance with clause 10.6.
         Directors may participate in a meeting of the Board by means of
         conference telephone or similar equipment by means of which all persons
         participating in the meeting can hear each other, and any such
         participation in a meeting shall constitute presence in person at the
         meeting.

10.5     At least 7 (seven) days' written notice shall be given to each of the
         members of the Board of any meeting of the Board, provided always that
         a shorter period of notice may be given with the written approval of at
         least the IDC Director, 1 (one) KBH Director (or his alternate) and at
         least 1 (one) CCGR Director (or his alternate). Any such notice shall
         contain, inter alia, an agenda identifying in reasonable detail the
         matters to be discussed at the meeting and shall be accompanied by
         copies of any relevant papers to be discussed at the meeting. Any
         matter which is to be submitted to the Board for a decision and which
         is not identified in reasonable detail as aforesaid shall not be
         decided upon, unless otherwise agreed in writing by all of the members
         of the Board.

10.6     Matters for decision by the Board shall (subject to clause 10.4) be
         decided by simple majority vote. Each Director shall have 1 (one) vote.
         Any KBH Director or CCGR Director who is absent from any meeting may
         nominate any other KBH Director or CCGR Director, as the case may be,
         to act as his alternate and to vote in his place at the meeting. If KBH
         or CCGR is not represented at any meeting of the Board by all the
         Directors appointed by it (whether present in person or by alternate so
         nominated by it to the Board), then 1 (one) of the Directors so present
         appointed by it shall be entitled at that meeting to such additional
         vote or votes as shall result in the Directors so



                                    Page 23

         present representing it having, subject to clause 10.4, in aggregate
         such number of votes as will be equal to the number of votes such
         Directors would have had, had such absent Directors been present. The
         IDC Director, if absent from any meeting, may nominate any person
         (including another Director) to act as his alternate and to vote in his
         place at the meeting.

10.7     Any decision required or permitted to be taken at any meeting of the
         Board, or any committee thereof, may be taken without a meeting if all
         Directors consent thereto in writing.

11.   RESERVED MATTERS

11.1     The Parties shall use their respective powers to procure, in so far as
         they are legally able to do so, that no action or decision relating to
         any of the Reserved Matters shall be taken, whether by the Board, the
         Company or any subsidiary of the Company or any of the officers or
         managers within the Company (as the case may be), without the prior
         approval of CCGR (for Shareholder matters) or a CCGR Director (for
         Board matters) for so long as CCGR is a Shareholder.

11.2     The Reserved Matters are the following:

11.2.1         MEMORANDUM AND ARTICLES - the adoption of or any alteration to
               the Memorandum and Articles or other constitutional documents of
               the Company;

11.2.2         CHANGES IN SHARE CAPITAL - any increase, alteration or reduction
               in the authorised or issued share capital of the Company or any
               increase or reduction by the Company in its shareholding in any
               other company;

11.2.3         CHANGE IN THE NATURE OF BUSINESS - any material change in the
               nature or scope of the business as set out in the memorandum of
               association of the Company;



                                     Page 24

11.2.4         BORROWINGS - after the expiry of the 7 (seven) year period from
               the Completion Date, the borrowing or raising of money by the
               Company or any of its subsidiary companies (which shall include
               the entry into of any finance lease but shall exclude normal
               trade credit) which would result in the aggregate borrowing of
               the Company exceeding R500 000 (five hundred thousand Rand) or
               such other amount as the Shareholders shall from time to time
               agree;

11.2.5         CAPITAL EXPENDITURE - capital expenditure by the Company or any
               of its subsidiary companies in respect of any item or project in
               excess of R500 000 (five hundred thousand Rand) or such other
               amount as the Shareholders shall from time to time agree;

11.2.6         ACQUISITIONS AND SHARE PURCHASES - any acquisition or share
               purchase (whether in a single transaction or a series of
               transactions) by the Company or any of its subsidiary companies
               of any business or any material part of any business or of any
               shares in any company where the value of the acquisition or share
               purchase exceeds R100 000 (one hundred thousand Rand);

11.2.7         MATERIAL LITIGATION - major decisions relating to the conduct
               (including the settlement) of legal proceedings to which the
               Company or any of its subsidiary companies is a party where the
               potential liability or claim is in excess of R100 000 (one
               hundred thousand Rand);

11.2.8         MANAGEMENT SERVICES AGREEMENT - cancellation by the Company of
               the management agreement entered into between DRD and the Company
               in accordance with clause 8.4.

11.2.9         ENCUMBRANCES - the creation of a mortgage, charge, encumbrance or
               other Security Interest of whatever nature in respect of all or
               any material part of the undertaking, property or assets of the
               Company or any of its subsidiary companies;



                                    Page 25

11.2.10        WINDING-UP - any proposal that the Company or any of its
               subsidiary companies be wound-up;

11.2.11        AUDITORS - a change in the auditors of the Company;

11.2.12        SHARE SCHEME - any proposal that any bonus or profit-sharing
               scheme or any share option or share incentive scheme or employee
               share trust or share ownership plan be adopted;

11.2.13        PARTNERSHIP OR JOINT VENTURE - any proposal that the Company
               enters into any partnership or joint venture with any third
               party, excluding (in so far as it may be necessary to do so)
               joint working arrangements with third parties for the provision
               of the Company's services for a particular contract or project in
               the ordinary and regular course of its business;

11.2.14        MERGER - any proposal that the Company merges with any other
               company or corporate body or merge the Company's business with
               that of any other person;

11.2.15        DISPOSAL OR DILUTION - any proposal that there be a disposal of
               or dilution of the Company's interests, directly or indirectly,
               in any subsidiary companies it may have from time to time;

11.2.16        LISTING - any proposal that a listing be obtained for the Shares
               on any stock exchange;

11.2.17        PREJUDICIAL TRANSACTIONS - anything which to the knowledge of any
               Shareholder would prejudice or could be reasonably expected to
               prejudice, to a material extent, any benefits available to a
               Shareholder.

11.3     The approval by CCGR of any of the Reserved Matters or to any variation
         thereof shall be given either in writing by the authorised
         representative of CCGR for this purpose or by the representatives of
         CCGR at a general meeting of the Company.



                                     Page 26

11.4     General meetings of Shareholders shall take place in accordance with
         the applicable provisions of the Memorandum and Articles on the basis,
         inter alia, that:

11.4.1         a quorum shall be the duly authorised representative of the IDC
               (for so long as the IDC is a Shareholder), 1 (one) duly
               authorised representative of KBH and 1 (one) duly authorised
               representative of CCGR;

11.4.2         the notice of meeting shall, unless otherwise agreed by each of
               the Shareholders, set out an agenda identifying in reasonable
               detail the matters to be discussed;

11.4.3         the chairman of any such meeting shall not have a casting vote;
               and

11.4.4         subject to the provisions of clause 11.1, a decision to approve
               any of the Reserved Matters shall require the vote of CCGR.

11.5     Any matters requiring a general meeting of or approval by the
         Shareholders under relevant corporate laws, but not covered by the
         Reserved Matters, shall be dealt with in accordance with the Memorandum
         and Articles.

11.6     If a deadlock arises by reason of failure by the Shareholders to reach
         agreement on any of the Reserved Matters or any other management matter
         requiring decision by the Shareholders, the procedure set out in clause
         23 shall be followed by the Shareholders. Each Shareholder shall
         endeavour to resolve any disagreements in the best interests of the
         Company.

12.   FINANCIAL MATTERS

12.1     The Company shall, in relation to its financial statements, continue
         with the accounting principles applied by the Company as at the
         Completion Date.



                                     Page 27

12.2     The auditors of the Company shall be Deloitte & Touche or such other
         firm of chartered accountants of recognised international standing as
         may be agreed between the Parties from time to time.

12.3     The financial year of the Company shall commence on 1 July and
         terminate on 30 June of each year, unless otherwise agreed by the
         Parties.

13.   INFORMATION AND REPORTING

13.1     Each of the Shareholders shall be entitled to examine the separate
         books, records and accounts kept by the Company and to be supplied with
         all information, including monthly management accounts and operating
         statistics and other trading and financial information, to keep each
         Shareholder properly informed about the business and affairs of the
         Company.

13.2     The Company shall supply each of the Shareholders in any event and
         without prejudice to the generality of clause 13.1 with copies of:

13.2.1         audited consolidated accounts for the Company complying with all
               relevant legal requirements;

13.2.2         a Business Plan and itemised revenue and capital Budgets for each
               Financial Year covering each principal division of the Company
               and showing proposed trading and cash flow figures, manning
               levels and all material proposed acquisitions and other
               commitments for such Financial Year; and

13.2.3         monthly management accounts of each principal division of the
               Company, such accounts to include, inter alia, a consolidated
               profit and loss account, balance sheet and cash flow statement
               broken down according to the principal divisions of the Company
               including a statement of progress against the relevant Business
               Plan, a statement of variation from the quarterly revenue Budget
               and up to date forecasts for the balance of the relevant
               Financial Year and itemising all



                                     Page 28

               transactions referred to in the capital Budget entered into by
               each principal division of the Company during that period.

14.   CONFIDENTIALITY

14.1     Each Shareholder undertakes to the other Shareholders that it shall use
         (and shall procure that any Member of the Same Group as it shall use)
         all reasonable endeavours to keep confidential (and to ensure that its
         officers, employees, agents and professional and other advisers keep
         confidential) any information:

14.1.1         which it may have or acquire (whether before or after the date of
               this Agreement) in relation to the customers, suppliers,
               contractors, business, assets or affairs of the Company
               including, without limitation, any information provided pursuant
               to clause 13, unless otherwise required by the policies of the
               holding company of any of the Shareholders;

14.1.2         which, in consequence of the negotiations relating to this
               Agreement, or being a Shareholder, or having appointees on the
               Board, or the exercise of its rights, or performance of its
               obligations under this Agreement, it may have or acquire (whether
               before or after this Agreement) in relation to the customers,
               suppliers, contractors, business, assets or affairs of the
               Company; or

14.1.3         which relates to the contents of this Agreement or any agreement
               or arrangement entered into pursuant to this Agreement.

14.2     None of the Shareholders shall use for its own business purposes or
         disclose to any third party any such information (collectively
         "Confidential Information") without the written consent of the other
         Shareholders. In performing its obligations under this clause 14, each
         Shareholder shall apply such confidentiality standards and procedures
         as it applies generally in relation to its own confidential
         information.



                                     Page 29

14.3     The obligation of confidentiality under clause 14.1 shall not apply to:

14.3.1         the disclosure on a "need to know" basis to a company which is a
               Member of the Same Group as the IDC, KBH or CCGR (as the case may
               be) where such disclosure is for a purpose reasonably incidental
               to this Agreement;

14.3.2         information which is independently developed by the relevant
               Party or acquired from a third party to the extent that it is
               acquired with the right to disclose the same;

14.3.3         the disclosure of information to the extent required to be
               disclosed by law, any stock exchange regulation or any binding
               judgment, order or requirement of any court or other competent
               authority;

14.3.4         the disclosure of information to any tax authority to the extent
               reasonably required for the purposes of the tax affairs of the
               Party concerned or any Member of the Same Group as it;

14.3.5         the disclosure (subject to clause 14.4) in confidence to a
               Shareholder's professional advisors of information reasonably
               required to be disclosed for a purpose reasonably incidental to
               this Agreement;

14.3.6         information which becomes is in the public domain (otherwise than
               as a result of breach of this clause 14); or

14.3.7         any announcement made in accordance with the terms of clause 18.

14.4     Each Shareholder shall inform (and shall procure that any Member of the
         Same Group as it shall inform) any of its officers, employees or agents
         or any professional or other advisor advising it in relation to the
         matters referred to in this Agreement, to whom it discloses
         Confidential Information, that such information is confidential and
         shall instruct the person to whom the Confidential Information is
         disclosed:



                                     Page 30

14.4.1         to keep it confidential; and

14.4.2         not to disclose it to any third party (other than those persons
               to whom it has already been disclosed in accordance with the
               terms of this Agreement).

         The party disclosing the Confidential Information shall remain
         responsible for any breach of this clause 14 by the person to whom it
         is disclosed.

14.5     Upon termination of this Agreement, either Party may demand from the
         other the return of the other Party's Confidential Information by
         notice in writing; whereupon the other party shall (and shall ensure
         that the Members of the Same Group as it shall):

14.5.1         return all documents containing Confidential Information which
               have been provided by or on behalf of the Party demanding the
               return of Confidential Information; and

14.5.2         destroy any copies of such documents and any document or other
               record reproducing, containing or made from or with reference to
               the Confidential Information,

         save in each case, for any submissions to or filings with governmental,
         tax or regulatory authorities. Such return or destruction shall take
         place as soon as practicable after the receipt of any such notice.

14.6     The provisions of this clause 14 shall survive any termination of this
         Agreement for a period of 5 (five) years from such termination.

15.   REGULATORY MATTERS

15.1     The Parties shall respectively co-operate with each other to ensure
         that all information necessary or desirable for the making of (or
         responding to any



                                     Page 31

         requests for further information consequent upon) any notification or
         filings made in respect of this Agreement, or the transactions
         contemplated by this Agreement, is supplied to the Party dealing with
         such notifications and filings and that they are properly, accurately
         and promptly made.

15.2     Notwithstanding any other provisions of this Agreement, each Party
         declares that it will not give effect to any restriction or
         restrictions contained in this Agreement (or any such other agreement),
         which would cause this Agreement to contravene any relevant
         anti-competition laws, regulations and directives.

16.   TRANSFER OF SHARES

16.1     The provisions of this clause 16 shall apply in relation to any
         transfer, or proposed transfer, of Shares or any interest in such
         Shares, save for the transfer of the Shares from the IDC to KBH in
         terms of the arrangements set out in clause 7.

16.2     Except with the prior written consent of the other Shareholders and in
         accordance with the provisions of this clause 16, no Shareholder shall:

16.2.1         transfer any of its Shares; or

16.2.2         grant, declare, create or dispose of any right or interest in any
               of its Shares; or

16.2.3         create or permit to exist any pledge, lien, charge (whether fixed
               or floating) or other encumbrances over any of its Shares.

16.3     No Shares held by a Shareholder may be transferred otherwise than
         pursuant to a transfer by that party (the "Seller") of all (and not
         some only) of the Shares then held by it (the "Seller's Shares").

16.4     Subject to clause 7, no Shareholder shall transfer any Shares during a
         period of 2 (two) years from the Completion Date.



                                     Page 32

16.5     The Company and each of the Shareholders acknowledge to each other and
         record that KBH shall not be entitled to transfer the KBH Shares until
         the IDC Loan has been repaid in full.

16.6     After the expiry of the initial period referred to in clause 16.4 and
         before the Seller makes any transfer of the Seller's Shares, the Seller
         shall first give to the other Shareholders (the "Continuing Party/ies")
         notice in writing (a "Transfer Notice") of any proposed transfer
         together with details of the proposed third party purchaser thereof
         (the "Third Party Purchaser"), the purchase price and other material
         terms agreed between the Seller and the Third Party Purchaser. A
         Transfer Notice shall, except as hereinafter provided, be irrevocable.

16.7     The Seller shall be deemed to have offered the Seller's Shares to the
         Continuing Party/ies in proportion to their then shareholdings in the
         Company. Each Shareholder to whom such Seller's Shares are offered
         shall have the right to purchase all (but not some only) of the
         Seller's Shares offered to it and the Seller's Shares offered to the
         other Continuing Party/ies and not taken up by the other Continuing
         Party/ies;

16.8     The Continuing Party/ies shall, subject to clause 16.11, have the right
         to purchase the Seller's Shares at the purchase price specified in the
         Transfer Notice (or at such other price as shall be agreed between the
         Seller and the Continuing Party/ies) by giving written notice to the
         Seller within 60 (sixty) days of the receipt of the Transfer Notice
         (the "Acceptance Period"). The obligations of the Parties to complete
         such purchase shall be subject to the provisions of clause 16.12.

16.9     If any Continuing Party wishes to purchase the Seller's Shares but is
         unwilling to accept the price specified in the Transfer Notice and
         fails to agree a price with the Seller within the Acceptance Period,
         then the Continuing Party shall be entitled to refer the question of
         the purchase price to an independent investment bank (the "Expert")
         agreed upon by the IDC (for so long as it is a



                                    Page 33

         Shareholder), KBH and CCGR to certify the Fair Price thereof. The
         following principles shall apply:

16.9.1         the Expert shall, unless otherwise agreed between the Parties, be
               an independent investment bank which is independent of all
               Parties and the Third Party Purchaser and which shall not have
               acted for any Party in any material capacity for a period of at
               least 2 (two) years preceding the date of the Transfer Notice;

16.9.2         if the Seller and the Continuing Party/ies are unable to agree
               upon such independent investment bank within a period of 40
               (forty) days of the receipt of the Transfer Notice, then the
               Expert shall be appointed by the head for the time being of
               Standard Corporate and Merchant Bank (or its successor in title)
               or, in the head's absence or otherwise at his request, by one of
               the deputy heads;

16.9.3         the Parties shall procure that there is made available to the
               Expert such information relating to the Company as it reasonably
               requires in order to determine the Fair Price;

16.9.4         in certifying the Fair Price, the Expert shall take into account
               all factors it considers to be relevant, including the purchase
               price and other material terms agreed between the Seller and the
               Third Party Purchaser;

16.9.5         the Expert shall be deemed to be acting as an expert and not an
               arbitrator and its decision shall be final and binding on the
               Parties; and

16.9.6         the cost of obtaining the Expert's certificate (the
               "Certificate") shall be borne equally between the Seller and the
               Continuing Party/ies who wish to purchase the Seller's Shares
               unless the Seller shall give notice of revocation pursuant to
               clause 16.10, in which case the Seller shall bear the said cost.



                                     Page 34

16.10    If the Seller is not willing to accept the Fair Price determined by the
         Expert, then it shall be entitled to revoke the Transfer Notice by
         notice in writing given within a period of 30 (thirty) days after the
         date of the issue of the Certificate (which, for the avoidance of
         doubt, shall be issued to the Seller and the Continuing Parties). In
         the event of such revocation, the Seller shall not be entitled to
         transfer the Seller's Shares or any of them without first serving a
         further Transfer Notice and otherwise complying with this clause 16.

16.11    If the Transfer Notice shall not have been duly revoked under clause
         16.10, the Continuing Party/ies shall have the right to purchase from
         the Seller the Seller's Shares at the Fair Price by giving written
         notice to the Seller within 30 (thirty) days of the expiry of the
         period of 30 (thirty) days mentioned in clause 16.10. Notwithstanding
         anything to the contrary in this clause 16.11, in the event that an
         Expert is required to determined the Fair Price of the Seller's Shares,
         pursuant to the provisions of clause 16.9, the Fair Price of the
         Seller's Shares so determined shall be the purchase price of the
         Seller's Shares for the purposes of this clause 16, irrespective of
         whether or not the Fair Price of the Seller's Shares so determined is
         higher or lower than the purchase price specified in the Transfer
         Notice or than such other price as may have been agreed upon between
         the Seller and any Continuing Party.

16.12    The Continuing Party/ies shall become bound (subject only to necessary
         approvals of its shareholders in general meeting and any regulatory
         approvals) to purchase the Seller's Shares on giving written notice to
         the Seller to exercise its rights under clause 16.8 or 16.11. In such
         event, completion of the sale and purchase of the Seller's Shares shall
         take place within 30 (thirty) days after the giving of such notice.
         Notwithstanding the foregoing, such notice and right of the Continuing
         Party/ies to acquire the Seller's Shares shall cease to have effect if
         (i) any necessary approval of any Continuing Party's shareholders in
         general meeting has not been obtained within the said period of 30
         (thirty) days or if (ii) any necessary regulatory approval has not been
         obtained within 180 (one hundred and eighty) days after the giving of
         such notice or (iii) if earlier than the expiry of such latter period,
         any relevant authority has conclusively refused to grant any such
         regulatory approval.



                                     Page 35

16.13    If any Continuing Party does not exercise its rights of purchase under
         clauses 16.8 or 16.11 or any notice given thereunder ceases to have
         effect pursuant to clause 16.12, and the other Continuing Party has not
         exercised its rights of purchase to take up the Seller's Shares offered
         to the declining Continuing Party, the Seller shall (subject to clause
         16.14 below) be entitled to transfer the Seller's Shares on a bona fide
         arm's length sale to the Third Party Purchaser with the consent of the
         Continuing Parties (which shall not be unreasonably withheld) at a
         price being not less than the purchase price specified in the Transfer
         Notice or, if lower, any Fair Price determined by the Expert provided
         that such transfer shall have been completed within a period of 180
         (one hundred and eighty) days after the latest of (i) the date of
         Transfer Notice or (ii) if the question of the purchase price shall
         have been referred to the Expert, the issue of the Certificate or (iii)
         if any notice given by any Continuing Party shall have ceased to have
         effect pursuant to clause 16.12, the date on which such notice ceased
         to have effect. The Parties undertake to (or procure that any
         shareholders in Members of the Same Group as it) give such approvals as
         may be required under the provisions of the Memorandum and Articles to
         any transfer of Shares permitted by the terms of this clause 16.

16.14    Completion of any transfer of Shares to the Third Party Purchaser shall
         be subject to the conditions that:

16.14.1        the Third Party Purchaser shall first have entered into an
               agreement with the Continuing Party/ies whereby it agrees to be
               bound by the provisions of this Agreement binding upon the
               Seller;

16.14.2        any claim on Loan Account (but excluding, for the avoidance of
               doubt, any debts incurred in the ordinary course of trade which
               are at the relevant time outstanding on inter company account)
               owing at that time from the Company to the Seller shall first
               have been assigned to, or equivalent finance made available by,
               the Third Party Purchaser; and

16.14.3        if and insofar as the Seller requires the Third Party Purchaser
               to assume the obligations of the Seller under any guarantees
               and/or



                                     Page 36

               counter-indemnities to third parties in relation to the business
               of the Company, such assumption shall first have taken place
               (provided that any assumption is without prejudice to the right
               of the Continuing Party/ies to receive a contribution from the
               Seller for its share of any claims attributable to any
               liabilities arising in respect of the period during which the
               Seller held Shares).

16.15    Notwithstanding anything to the contrary anywhere else in this clause
         16, a Seller which has a Loan Account for which the Company is indebted
         to it shall be bound by the following provisions:

16.15.1        it may not transfer all of the Seller's Shares without
               transferring the whole of its Loan Account at the same time;

16.15.2        a Transfer Notice given by the Seller shall specify, in addition
               to the particulars required in terms of clause 16.6, the amount
               of its Loan Account that it is required to transfer in terms of
               clause 16.15.1 above;

16.15.3        the consideration for such Loan Account shall be the face value
               of the Loan Account as at the date of completion of the sale and
               purchase of the Seller's Shares;

16.15.4        all the provisions of this clause 16 shall apply to the Seller's
               Shares and the Seller's Loan Account as one indivisible
               transaction, and all references in these provisions to the
               "Seller's Shares" shall be deemed to be references to the
               Seller's Shares and the Loan Account together, as specified in
               the Transfer Notice, so far as those provisions can apply to the
               Seller's Loan Account.



                                     Page 37

17.   FURTHER ASSURANCES

17.1     Each Shareholder undertakes with the other Shareholders that (so far as
         it is legally able) it will exercise all voting rights and powers,
         direct and indirect, available to it in relation to any person and to
         the Company so as to ensure the complete and punctual fulfilment,
         observance and performance of the provisions of this Agreement (and the
         other agreements referred to in this Agreement) and generally that full
         effect is given to the principles set out in this Agreement.

17.2     Each Shareholder shall procure the performance by each Member of The
         Same Group as it of all obligations under this Agreement, which are
         expressed to relate to Members of the Same Group as it (whether as
         Shareholders or otherwise) and of all obligations under any agreement
         entered into by any Member of the Same Group pursuant as it to this
         Agreement. The liability of a Party under this clause 17.2 shall not be
         discharged or impaired by any release of or granting of time or other
         indulgence to any Party or any other act, event or omission which but
         for this clause would operate to impair or discharge the liability of
         such Party under this clause 17.2.

18.   ANNOUNCEMENTS

18.1     No formal public announcement or press release in connection with the
         signature or subject matter of this Agreement shall (subject to clause
         18.2) be made or issued by or on behalf of any Party without the prior
         written approval of the other Parties (such approval not to be
         unreasonably withheld or delayed).

18.2     If a Party has an obligation to make or issue any announcement required
         by law or by any stock exchange or by any governmental authority, the
         relevant Party shall give the other Parties every reasonable
         opportunity to comment on any such announcement or release before it is
         made or issued (provided



                                     Page 38

         always that this shall not have the effect of preventing the Party
         making the announcement or release from complying with its legal and
         stock exchange obligations).

19.   ENTIRE AGREEMENT

      This Agreement, together with its Schedules, sets out the entire agreement
      and understanding between the Parties with respect to the subject matter
      hereof and save as otherwise expressly provided no modification, amendment
      or waiver of any of the provisions of this Agreement or any agreement to
      cancel or terminate it shall be effective unless made in writing
      specifically referring to this Agreement and duly signed by the Parties.
      It is agreed that no Party has entered into this Agreement in reliance
      upon any representation, warranty or undertaking of another Party which is
      not expressly set out or referred to in this Agreement.

20.   CONFLICT WITH MEMORANDUM AND ARTICLES

20.1     In the event of any conflict between the provisions of this Agreement
         and the Memorandum and Articles or other constitutional document of the
         Company, the provisions of this Agreement shall prevail as between the
         Parties. The Parties shall exercise all voting and other rights and
         powers available to them so as to give effect to the provisions of this
         Agreement and shall further (if necessary) procure any required
         amendment to the Memorandum and Articles or other constitutional
         document of the Company or any member of the Company as may be
         necessary and without undue delay.

20.2     Without prejudice to the generality of clause 20.1, the Parties confirm
         their intention that the provisions of this Agreement shall prevail in
         relation to the transfer of Shares.

20.3     The Company shall not be bound by any provision of this Agreement to
         the extent that it would constitute an unlawful fetter on any statutory
         power of the Company (but this shall not affect the validity of the
         relevant provision as



                                     Page 39

         between the other Parties or the respective obligations of such other
         Parties as between themselves under clause 20.1).

21.   DURATION

21.1     This Agreement shall continue in full force and effect for so long as
         KBH and CCGR, and/or their successors in title, each hold Shares in the
         Company.

21.2     Notwithstanding the provisions of clause 21.1 above, this Agreement
         shall terminate upon a resolution being passed for the winding-up of
         the Company. In such event, the IDC (if it is still a shareholder in
         the Company), KBH, CCGR and the Company shall endeavour to agree on a
         suitable basis for dealing with the interests and assets of the Company
         but subject thereto:

21.2.1         the IDC, KBH and CCGR shall co-operate, but without any
               obligation to provide any additional finance, with a view to
               enabling all existing trading obligations of the Company to be
               completed insofar as its resources allow. The IDC, KBH and CCGR
               shall consult together with a view to outstanding contracts
               within the usiness of the Company being novated or re-allocated
               in a suitable manner;

21.2.2         no new contractual obligation for the supply of products or
               services shall be issued by the Company;

21.2.3         unless otherwise agreed between the IDC, KBH and CCGR, the
               Parties shall procure that the Company shall as soon as
               practicable be wound up;

21.2.4         the IDC, KBH and CCGR shall be free to compete in any way within
               the field of the business of the Company;

21.2.5         each Shareholder shall, as soon as reasonably practicable,
               deliver up to the other Shareholders all drawings, notes, copies
               or other representations of Confidential Information proprietary
               to and/or



                                     Page 40

               originating from that other Party or any Member of the Same Group
               as it. Termination shall nevertheless not affect the obligations
               of the Parties under clause 14, which shall remain in full force
               and effect;

21.2.6         each Member of the Same Group of the IDC, KBH and CCGR shall have
               free access to and use of any technology or products developed by
               the Company (whether by transfer of design and manufacturing
               rights or by appropriate non-exclusive licences) and the Company
               shall deliver to each of the IDC, KBH and CCGR, and not to any
               third party, copies of drawings, notes or other representations
               of confidential information proprietary to and/or originating
               from the Company.

21.3     After termination of this Agreement and if the Company is not placed
         into liquidation, or upon any of the IDC, KBH or CCGR ceasing or being
         about to cease to be a Shareholder, each of the remaining Shareholders
         undertake to the departing Shareholder that upon request by the
         departing Shareholder, it will exercise its powers with a view to
         procuring that the name of the Company (and any other relevant member
         of the Company) is changed so as no longer to include the name,
         initials or trademark or any reference to the name, initials or
         trademark of the departing Shareholder.

22.   NOTICES

22.1     Any notice or other formal communication to be given under this
         Agreement shall be in writing and signed by or on behalf of the Party
         giving it and may be served by sending it by fax, delivering it by hand
         or sending it by registered mail with acknowledgement of receipt to the
         address and for the attention of the relevant Party set out in clause
         22.2 (or as otherwise duly notified from time to time). Any notice so
         served by hand, fax or post shall be deemed to have been received:

22.1.1         in the case of delivery by hand or mail, when delivered;

22.1.2         in the case of fax, 12 (twelve) hours after the time of dispatch,



                                     Page 41

         provided that, where (in the case of delivery by hand or by fax) such
         delivery or transmission occurs after 18h00 on a Business Day or on a
         day which is not a Business Day, service shall be deemed to occur at
         09h00 on the next following Business Day.

22.2     The Parties choose for the purposes of this Agreement the following
         addresses:

22.2.1         the IDC:               19 Fredman Drive
                                      Sandton
                                      Johannesburg
                                      Attn: The Chief Legal Advisor
                                      Fax No: 011 269 3116

22.2.2         KBH:                   ERPM
                                      Main Office
                                      Cnr Main Reef and Pretoria Road
                                      Boksburg
                                      Attn: The Chief Executive Officer
                                      Fax No: 011 9172542

22.2.3         CCGR:                  45 Empire Road
                                      Parktown
                                      Johannesburg
                                      South Africa
                                      Attn: The Company Secretary
                                      Fax No: 011 4821022

22.2.4         the Company:           45 Empire Road
                                      Parktown
                                      Johannesburg
                                      South Africa
                                      Attn: The Company Secretary
                                      Fax No: 482 1022



                                     Page 42

22.3     In proving such service it shall be sufficient to prove that the
         envelope containing such notice was properly addressed and delivered to
         the address shown thereon or that the fax was sent after obtaining in
         person or by telephone appropriate evidence of the capacity of the
         addressee to receive the same, as the case may be.

23.   ARBITRATION

23.1     Any dispute arising out of this Agreement or the interpretation
         thereof, both while in force and after its termination, shall be
         submitted to and determined by arbitration. Any Party shall demand
         arbitration by notice in writing to the other Parties. Such arbitration
         shall be held in Johannesburg unless otherwise agreed to in writing and
         shall be held in a summary manner with a view to it being completed as
         soon as possible.

23.2     There shall be 1 (one) arbitrator who shall be, where the question and
         issue is:

23.2.1         primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

23.2.2         primarily a legal matter, a practising Senior Counsel; or

23.2.3         primarily a technical matter, a suitably qualified person.

23.3     The appointment of the arbitrator shall be agreed upon between the
         Parties in writing but, failing agreement between them within a period
         of 14 (fourteen) days after the arbitration has been demanded in terms
         of clause 23.1, any Party shall be entitled to request the President
         for the time being of the Law Society of the Northern Provinces to make
         the appointment who, in making his appointment, shall have regard to
         the nature of the dispute.



                                     Page 43

23.4     The arbitrator shall have the powers conferred upon an arbitrator under
         the Arbitration Act, 1965 (as amended), but shall not be obliged to
         follow the procedures prescribed in that Act and shall be entitled to
         decide on such procedures as he may consider desirable for the speedy
         determination of the dispute, and in particular he shall have the sole
         and absolute discretion to determine whether and to what extent it
         shall be necessary to file pleadings, make discovery of documents or
         hear oral evidence.

23.5     The decision of the arbitrator shall be final and binding on the
         Parties and may be made an order of any court of competent
         jurisdiction. The Parties hereby submit themselves to the non-exclusive
         jurisdiction of the Witwatersrand Local Division of the High Court of
         South Africa, or any successor thereto, should any Party wish to make
         the arbitrator's decision an order of that Court.

24.   GENERAL

24.1     COMMUNICATIONS BETWEEN THE PARTIES

24.1.1         All notices and demands given by or on behalf of any Party to the
               other shall be in English or accompanied by a certified
               translation into English.

24.1.2         The Parties shall procure that all notices, demands and other
               oral or written communications given or made by or on behalf of
               the Company to the Shareholders or the Directors in their
               capacity as such shall also be in English or accompanied by a
               certified translation into English. All meetings of the Board and
               any committees of the Board shall be conducted in English.

24.2     REMEDIES

         No remedy conferred by this Agreement is intended to be exclusive of
         any other remedy which is otherwise available at law, by statute or
         otherwise. Each remedy shall be cumulative and in addition to every
         other remedy given



                                     Page 44

         hereunder or now or hereafter existing at law, by statute or otherwise.
         The election of any one or more remedy by any of the Parties shall not
         constitute a waiver by such Party of the right to pursue any other
         remedy.

24.3     SEVERANCE

         If any provision of this Agreement, which is not material to its
         efficacy as a whole, is rendered void, illegal or unenforceable in any
         respect under any law, the validity, legality and enforceability of the
         remaining provisions shall not in any way be affected or impaired
         thereby and the Parties shall endeavour in good faith to agree an
         alternative provision to the void, illegal or unenforceable provision.

24.4     SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

         Termination of this Agreement for any cause shall not release a Party
         from any liability which at the time of termination has already accrued
         to such Party or which thereafter may accrue in respect of any act or
         omission prior to such termination.

24.5     COSTS

         Each Party shall bear its own costs incurred by it to its attorneys and
         other professional advisors for the preparation and signing of this
         Agreement and the Schedules.

24.6     ASSIGNMENT

         None of the Parties may assign this Agreement or any of its rights and
         obligations under it except, in the case of a Party which is a
         Shareholder, to a transferee of that Shareholder's Shares, when the
         transfer is permitted in terms of this Agreement or the Articles, who
         has complied with clause 16.4.



                                     Page 45

24.7     NO PARTNERSHIP

         Nothing in this Agreement shall be deemed to constitute a partnership
         between the Parties (or any of them) or constitute any Party the agent
         of any other Party for any purpose.

24.8     FURTHER ASSURANCE

         Each Party shall co-operate with the other Parties and execute and
         deliver to the other Parties such other instruments and documents and
         take such other actions as may be reasonably requested from time to
         time in order to carry out, evidence and confirm their rights and the
         intended purpose of this Agreement.

24.9     COUNTERPARTS

         This Agreement may be signed in any number of counterparts, all of
         which taken together shall constitute one and the same instrument. Any
         Party may enter into this Agreement by signing any such counterpart.

24.10    SUCCESSORS BOUND

         This Agreement shall be binding on and shall inure for the benefit of
         the successors and assigns and personal representatives (as the case
         may be) of each of the Parties.

24.11    GOOD FAITH

         Each of the Parties undertakes with each of the others to do all things
         reasonably within its power which are necessary or desirable to give
         effect to the spirit and intent of this Agreement.



                                     Page 46

SIGNED at Sandton on 14 June 2002.

                                            For:  THE INDUSTRIAL DEVELOPMENT
                                                  CORPORATION OF SOUTH AFRICA
                                                  LIMITED

                                            /s/ Nam Tshivhase
                                            ------------------------------------
                                            Signatory: Nam Tshivhase
                                            Capacity: General Counsel
                                            Authority: Resolution

                                            and

                                            /s/ M. Netshitangani
                                            ------------------------------------
                                            Signatory: M. Netshitangani
                                            Capacity: Head of department
                                            Authority: Resolution


SIGNED at Sandton on 12 June 2002.

                                            For:  KHUMO BATHONG HOLDINGS
                                                  (PROPRIETARY) LIMITED

                                            /s/ M.P. Ncholo
                                            ------------------------------------
                                            Signatory: M.P. Ncholo
                                            Capacity: CEO
                                            Authority: Resolution



                                     Page 47

SIGNED at Johannesburg on 12 June 2002.

                                            For:  CROWN GOLD RECOVERIES
                                                  (PROPRIETARY) LIMITED

                                            /s/ Mark Wellesley-Wood
                                            ------------------------------------
                                            Signatory: Mark Wellesley-Wood
                                            Capacity: Director
                                            Authority: Resolution

SIGNED at Johannesburg on 12 June 2002.

                                            For:  CROWN CONSOLIDATED GOLD
                                                  RECOVERIES LIMITED

                                            /s/ Mark Wellesley-Wood
                                            ------------------------------------
                                            Signatory: Mark Wellesley-Wood
                                            Capacity: Director
                                            Authority: Resolution

SIGNED at Johannesburg on 12 June 2002.

                                            For:  DURBAN ROODEPOORT DEEP,
                                                  LIMITED

                                            /s/ Mark Wellesley-Wood
                                            ------------------------------------
                                            Signatory: Mark Wellesley-Wood
                                            Capacity: Director
                                            Authority: Resolution



                                     Page 48

                                                                      SCHEDULE 1


                                DEFINITION OF IRR

                   CALCULATION OF THE INTERNAL RATE OF RETURN

The real internal rate of return ("IRR") referred to in the Agreement to which
this Schedule is annexed shall, for the purposes of the Agreement, be
calculated -

1.   on the total of the IDC's Investment;

2.   after taking into account any amounts received by the IDC by virtue of its
     holding any shares in the share capital of the Company, including, but not
     limited to, any dividend received on such shares as well as any interest
     received on the IDC Loan;

3.   on the basis that any amounts received by the IDC or paid by the IDC,
     excluding payment of the purchase price paid by IDC in acquiring any class
     of shares in the share capital of the Company, will be recognised as a
     receipt or payment on the last day of the month during which such receipt
     or payment took place, and that the return will be compounded on a monthly
     basis;

4.   on the basis that any amounts received in terms of paragraph 2 above, where
     applicable, be adjusted to be after tax cash flow by reference to the
     relevant tax rate applicable at the time,

by adjusting the nominal return to a real return by reference to core overall
Consumer Price Index ("CPI") as defined below as published by Statistics South
Africa or its successor.

For these purposes the CPI means the annual change in the Core Consumer Price
Index of the RSA as published by Statistics South Africa or its successor, which
for the purposes hereof is defined as - "Headline CPI excluding : 1) interest
rates on Mortgage Bonds, overdrafts and personal loans 2) changes in VAT 3)
Assessment rates and 4) Fresh and frozen meat, fish, vegetables and fresh fruit
and nuts"



                                     Page 49

provided that -

- - if the basis of computation of that CPI is at any time changed so as to result
  in comparisons of that index for period before and after the introduction of
  that change not truly reflecting the core rate of inflation required to be
  used herein, in the whole of South Africa, or if that index as previously
  adjusted in terms of this paragraph is further changes so as to have that
  result, that index shall be adjusted or further adjusted in such manner as
  will be determined by an independent firm of auditors appointed by the
  Registrar in order to ensure as far as possible consistency and a true
  reflection of the core rate of inflation in the whole of South Africa in the
  application of the CPI in respect of periods both before and after
  introduction of that change; and

- - if publication of that CPI ceases at any time, a substitute index shall be
  applied to reflect that rate of inflation over periods commencing prior to and
  ending after the date upon which such publication ceases, which substitute
  index shall be an index which reflects the core rate of inflation South Africa
  and which will have been published prior to the cessation of the publication
  of the index referred to in this paragraph and shall be determined by the
  auditors referred to above who shall have the right to use or adapt any then
  published index of that rate of inflation for that purpose.

The IRR shall be calculated by the Company's auditors who shall act at the
expense of the Company and as experts and not as arbitrators and their decision
shall be final and binding on all the Shareholders and the Company, save in the
case of manifest arithmetic error or fraud.



                                     Page 50

                                                                      SCHEDULE 2


                             BASIS OF INTEREST COVER

CCGR is to hold the remaining 40 (forty) Shares in the Company, and the
remaining shareholders' loan of R76 042 446.40 (seventy six million forty two
thousand and four hundred and forty six Rand and forty cents). This
shareholders' loan will be unsecured, will bear interest at 125% (one hundred
and twenty five per cent) of the Prime Rate and will be repayable over 84
(eighty four) months subject to maintenance of an interest cover in the Company
of 2.5 (two point five) times.

The 2.5 (two point five) times interest cover will, however, be waived for as
long as:

- - the 60 (sixty) day moving average gold price (determined by the London PM US$
  fix and the Reuters closing R/US$ rate) is below R100 000/kg (one hundred
  thousand Rand per kilogram) for the Financial Years 2001/02 and 2002/03,
  whereafter the amount of R100 000/kg (one hundred thousand Rand per kilogram)
  referred to in this paragraph shall be increased by 7% (seven per cent) per
  annum commencing on 1 July 2003, and

- - the previous quarter cash operating costs of the Company (namely, the total
  costs associated with production, including corporate costs and ongoing
  rehabilitation costs, but excluding capital expenditure and depreciation as
  reflected in the quarterly results of the Company) are less than R67 500/kg
  (sixty seven thousand and five hundred Rand per kilogram) for the 2001/02
  Financial Year, whereafter the amount of R67 500/kg (sixty seven thousand and
  five hundred Rand per kilogram) referred to above shall be increased at the
  end of every 3 (three) month period commencing on 1 July 2002 in accordance
  with the following formula, which is based on the pro-rata change in the
  overall producer price index per quarter (as published by Statistics South
  Africa) ("PPI"):



                                     Page 51

                    CALCULATION OF CHANGE IN PPI PER QUARTER


                      Pro-rata per quarter change in PPI =

 pa % change (Month 1)/12 + pa % change (Month 2)/12 + pa % change (Month 3)/12


For as long as all conditions for waiving of the 2.5 (two point five) times
interest cover ratio on the CCGR shareholders' loan apply, interest payments on
all shareholders' loans in the Company for that period are to be subject to
maintenance of a 1.0 (one point zero) times interest cover ratio in the Company.



                                     Page 52

                                                                      SCHEDULE 3

                             PROPOSED BUSINESS PLAN



CROWN GOLD RECOVERIES (PTY) LTD
LIFE OF MINE



                                              2002/2003
- -----------------------------------------------------------------------------------------------------------
                                                                                                Total
                                              Crown        R/Leases    City Deep   Knights      Crown
                                              ------------ ----------- ----------- ------------ -----------
                                                                                   
TONS RECLAIMED                    000's               5355         120        2471         3634       11580
HEAD GRADE                        g/t                0.571           3       0.641        0.556       0.611
RESIDUE                           g/t                 0.20        1.00        0.21         0.26        0.24
RECOVERY GRADE                    g/t                 0.37        2.00        0.43         0.30        0.38
RECOVERY                          %                   64.3       66.67       66.99         53.8       61.54
GOLD DISPATCHED                   Kgs                 1966         240        1061         1087        4354

GOLD REVENUE                      R/Ton              37.65       205.1       44.04        30.68       38.56
W/COSTS                           R/Ton              25.94      128.86       35.58        26.82       29.34
W/PROFIT                          R/Ton              11.76       76.54        8.51         3.89        9.27
W/COSTS incl CAPEX                R/Ton              27.42      128.86       39.09        33.01       32.72

GOLD REVENUE                      R/Kg              102562      102550      102562       102561      102561
W/COSTS                           R/Kg               70659       64429       82863        89665       78034
W/PROFIT                          R/Kg               32025       38271       19811        13006       24645
W/COSTS incl CAPEX                R/Kg               74689       64429       91043       110361       87014

Gold Revenue                                        201636       24612      108818       111484      446550
Silver Revenue                                         240          36         120          120         516
Total Working Costs                                 138915       15463       87918        97466      339762
                                              ------------ ----------- ----------- ------------ -----------
Gold Working Profit/(Loss)                           62961        9185       21020        14138      107304
Total Capex                                           7923           0        8679        22496       39098
                                              ------------ ----------- ----------- ------------ -----------
Cash profit after capex                              55038        9185       12341        -8358       68206
- --------------------------------------------- ------------ ----------- ----------- ------------ -----------






                                              2003/2004
- -----------------------------------------------------------------------------------------------------------
                                                                                                Total
                                              Crown        R/Leases    City Deep   Knights      Crown
                                              ------------ ----------- ----------- ------------ -----------
                                                                                   
TONS RECLAIMED                    000's               5355         120        2555         4017       12047
HEAD GRADE                        g/t                0.594           3       0.622        0.539       0.576
RESIDUE                           g/t                 0.22        1.05        0.20         0.29        0.22
RECOVERY GRADE                    g/t                 0.37        1.95        0.42         0.25        0.36
RECOVERY                          %                  62.25          65       67.45        46.65       61.91
GOLD DISPATCHED                   Kgs                 1980         234        1072         1010        4296

GOLD REVENUE                      R/Ton              41.71         220       47.33        28.37       40.23
W/COSTS                           R/Ton              28.53       143.7       39.12         27.1       31.45
W/PROFIT                          R/Ton              13.23        76.6        8.26          1.3        8.83
W/COSTS incl CAPEX                R/Ton              30.26       143.7       40.67         27.1       32.54

GOLD REVENUE                      R/Kg              112816      112821      112816       112818      112818
W/COSTS                           R/Kg               77160       73692       93237       107782       88182
W/PROFIT                          R/Kg               35778       39282       19691         5154       24755
W/COSTS incl CAPEX                R/Kg               81846       73692       96922       107782       91261

Gold Revenue                                        223376       26400      120939       113946      484661
Silver Revenue                                         240          36         120          120         516
Total Working Costs                                 152776       17244       99950       108860      378830
                                              ------------ ----------- ----------- ------------ -----------
Gold Working Profit/(Loss)                           70840        9192       21109         5206      106347
Total Capex                                           9279           0        3950            0       13229
                                              ------------ ----------- ----------- ------------ -----------
Cash profit after capex                              61561        9192       17159         5206       93118
- --------------------------------------------- ------------ ----------- ----------- ------------ -----------






                                              2004/2005
- -----------------------------------------------------------------------------------------------------------
                                                                                                Total
                                              Crown        R/Leases    City Deep   Knights      Crown
                                              ------------ ----------- ----------- ------------ -----------
                                                                                   
TONS RECLAIMED                    000's               5355         120        2555         4020       12050
HEAD GRADE                        g/t                0.631           3       0.622        0.572       0.603
RESIDUE                           g/t                 0.26        1.05        0.20         0.26        0.23
RECOVERY GRADE                    g/t                 0.37        1.95        0.42         0.31        0.38
RECOVERY                          %                  58.69          65        67.2         54.8       62.55
GOLD DISPATCHED                   Kgs                 1983         234        1068         1260        4545

GOLD REVENUE                      R/Ton              45.95      241.99       51.87         38.9       46.81
W/COSTS                           R/Ton              30.96      155.91       42.45         29.4       34.12
W/PROFIT                          R/Ton              14.99       86.08        9.42          9.5       12.69
W/COSTS incl CAPEX                R/Ton              31.61      155.91       43.98         29.4       34.73

GOLD REVENUE                      R/Kg              124098      124098      124098       124098      124098
W/COSTS                           R/Kg               83606       79953      101554        93800       90462
W/PROFIT                          R/Kg               40492       44145       22544        30298       33636
W/COSTS incl CAPEX                R/Kg               85371       79953      105206        93800       92090

Gold Revenue                                        246086       29039      132537       156363      564025
Silver Revenue
Total Working Costs                                 165791       18709      108460       118188      411148
                                              ------------ ----------- ----------- ------------ -----------
Gold Working Profit/(Loss)                           80295       10330       24077        38175      152877
Total Capex                                           3500           0        3900                     7400
                                              ------------ ----------- ----------- ------------ -----------
Cash profit after capex                              76795       10330       20177        38175      145477
- --------------------------------------------- ------------ ----------- ----------- ------------ -----------




CROWN GOLD RECOVERIES (PTY) LTD
LIFE OF MINE



                                              2005/2006
                                              -------------------------------------------------------------
                                                                                                Total
                                              Crown        R/Leases    City Deep   Knights      Crown
                                              ------------ ----------- ----------- ------------ -----------
                                                                                   
TONS PROCESSED                    000's               5355         120        2460         4020       11955
HEAD GRADE                        g/t                0.608           3       0.624        0.514       0.574
RESIDUE                           g/t                 0.24        1.05        0.21         0.28        0.23
RECOVERY GRADE                    g/t                 0.36        1.95        0.41         0.23        0.35
RECOVERY                          %                  59.95          65       65.86        45.54        60.3
GOLD DISPATCHED                   Kgs                 1952         234        1011          941        4138

REVENUE                           R/Ton              49.76      266.18        56.1        31.95       47.25
W/COSTS                           R/Ton              33.59      169.16       46.06         31.9       36.95
W/PROFIT                          R/Ton              16.17       97.02       10.04         0.05        10.3
W/COSTS incl CAPEX                R/Ton              34.24      169.16       46.67         31.9       37.37

REVENUE                           R/Kg              136499      136499      136499       136499      136499
W/COSTS                           R/Kg               92149       86748      112075       136278      106747
W/PROFIT                          R/Kg               44350       49752       24423          221       29752
W/COSTS incl CAPEX                R/Kg               93942       86748      113559       136278      107955

Gold Revenue                                        266446       31941      138000       128446      564833
Silver Revenue
Total Working Costs                                 179874       20299      113308       128238      441719
                                              ------------ ----------- ----------- ------------ -----------
Gold Working Profit/(Loss)                           86572       11642       24692          208      123114
Total Capex                                           3500           0        1500                     5000
                                              ------------ ----------- ----------- ------------ -----------
Cash profit after capex                              83072       11642       23192          208      118114
- --------------------------------------------- ------------ ----------- ----------- ------------ -----------






                                              2006/2007
                                              -------------------------------------------------------------
                                                                                                Total
                                              Crown        R/Leases    City Deep   Knights      Crown
                                              ------------ ----------- ----------- ------------ -----------
                                                                                   
TONS PROCESSED                    000's               5355         334        2460         4020       12169
HEAD GRADE                        g/t                0.574       0.665       0.702        0.514       0.564
RESIDUE                           g/t                 0.23        0.27        0.26         0.28        0.23
RECOVERY GRADE                    g/t                 0.35        0.40        0.45         0.23        0.33
RECOVERY                          %                  60.38       59.43       63.47        45.54       58.65
GOLD DISPATCHED                   Kgs                 1856         132        1096          941        4025

REVENUE                           R/Ton              52.03       59.33       66.88        35.14       49.65
W/COSTS                           R/Ton              36.45           0       49.98        34.61       37.58
W/PROFIT                          R/Ton              15.58       59.33        16.9         0.53       12.07
W/COSTS incl CAPEX                R/Ton               37.1           0       50.59        34.61       37.99

REVENUE                           R/Kg              150112      150112      150112       150112      150112
W/COSTS                           R/Kg              105167           0      112182       147855      113608
W/PROFIT                          R/Kg               44945      150114       37931         2256       36504
W/COSTS incl CAPEX                R/Kg              107053           0      113550       147855      114850

Gold Revenue                                        278608       19815      164523       141255      604201
Silver Revenue                                           0           0           0            0           0
Total Working Costs                                 195190           0      122951       139132      457273
                                              ------------ ----------- ----------- ------------ -----------
Gold Working Profit/(Loss)                           83418       19815       41572         2123      146928
Total Capex                                           3500           0        1500            0        5000
                                              ------------ ----------- ----------- ------------ -----------
Cash profit after capex                              79918       19815       40072         2123      141928
- --------------------------------------------- ------------ ----------- ----------- ------------ -----------






                                              2007/2008
                                              -------------------------------------------------------------
                                                                                                Total
                                              Crown        R/Leases    City Deep   Knights      Crown
                                              ------------ ----------- ----------- ------------ -----------
                                                                                   
TONS PROCESSED                    000's               4253           0        2460         2260        8973
HEAD GRADE                        g/t                0.446           0       0.702        0.437       0.514
RESIDUE                           g/t                 0.18        0.00        0.26         0.23        0.21
RECOVERY GRADE                    g/t                 0.27        0.00        0.45         0.21        0.30
RECOVERY                          %                  60.57           0       63.47        47.08       58.76
GOLD DISPATCHED                   Kgs                 1149           0        1096          465        2710

REVENUE                           R/Ton              44.61           0       73.57        33.97       49.87
W/COSTS                           R/Ton              39.55           0       54.23        37.55       43.07
W/PROFIT                          R/Ton               5.06           0       19.34        -3.58         6.8
W/COSTS incl CAPEX                R/Ton              40.37           0       54.84        37.55       43.63

REVENUE                           R/Kg              165123           0      165123       165123      165123
W/COSTS                           R/Kg              146393           0      121721       182501      142611
W/PROFIT                          R/Kg               18729           0       43402       -17378       22512
W/COSTS incl CAPEX                R/Kg              149440           0      123089       182501      144456

Gold Revenue                                        189726           0      180975        76782      447483
Silver Revenue                                           0           0           0            0           0
Total Working Costs                                 168206           0      133406        84863      386475
                                              ------------ ----------- ----------- ------------ -----------
Gold Working Profit/(Loss)                           21520           0       47569        -8081       61008
Total Capex                                           3500           0        1500            0        5000
                                              ------------ ----------- ----------- ------------ -----------
Cash profit after capex                              18020           0       46069        -8081       56008
- --------------------------------------------- ------------ ----------- ----------- ------------ -----------

EX-4.39

                                                                    EXHIBIT 4.39

ADDENDUM TO SHAREHOLDERS' AGREEMENT


between:


THE INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED


and


KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED


and


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


and


DURBAN ROODEPOORT DEEP, LIMITED

                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                      Telephone : (011) 881 9800
                                                            Fax : (011) 883 4505



                                     Page 2

WHEREAS:

A.   KBH, CCGR, DRD, the IDC and the Company entered into a shareholders'
     agreement on 14 June 2002 in order to establish the manner in which the
     Company is to be managed and to set out the terms governing the
     relationship of the IDC, KBH and CCGR as shareholders in the Company ("the
     Shareholders' Agreement).

B.   The Parties wish to amend the terms and conditions of the Shareholders'
     Agreement on the terms set out in this addendum to the Shareholders'
     Agreement ("this Addendum").

IT IS AGREED AS FOLLOWS:

1.   INTERPRETATION

     Words and expressions defined in clause 1.1 of the Shareholders' Agreement
     shall bear their same meanings in this Addendum, unless the context
     otherwise requires.

2.   AMENDMENT

     The Parties agree that the Shareholders' Agreement shall be amended by the
     deletion of the provisions of clause 7 of the Shareholders' Agreement and
     by the substitution therefor of the following provisions:

     "7.   WAREHOUSING ARRANGEMENT

7.1        The Parties record that it is their intention that the IDC shall not
           remain a Shareholder of the Company indefinitely but shall transfer
           the IDC Shares to KBH in accordance with the provisions of this
           clause 7.

7.2        Notwithstanding any provisions to the contrary in this Agreement,
           upon repayment of the IDC Loan in full and the IDC receiving an IRR
           of at least 11% (eleven per cent) in respect of the IDC Investment,
           the IDC shall, immediately and without delay upon receipt of written
           notice to do so, transfer



                                     Page 3

           to KBH the IDC Shares free from all claims, liens, pledges and other
           hypothecations and encumbrances, against payment, by KBH, of a
           consideration equivalent to the par value of the total number of IDC
           Shares then held by the IDC. The provisions of clause 7.6.5 shall
           apply mutatis mutandis to this clause 7.2.

7.3        Notwithstanding any provision to the contrary set out in this clause
           7, the Parties hereby record that and undertake to each other that
           KBH shall have a call option to purchase the entire IDC Investment
           (hereinafter referred to as the "KBH Special Option") upon the terms
           and subject to the conditions set out in clauses 7.4 to 7.6.9 below.

7.4        The KBH Special Option may be exercised by KBH at any time but not
           later than 16h00 of the last Business Day of the 60th (sixtieth)
           month from the Completion Date whereafter the KBH Special Option will
           lapse.

7.5        KBH shall exercise the KBH Special Option by written notice (the "KBH
           Election Notice"), specifying the number of IDC Shares (which shall
           be equivalent to all the Shares then held by the IDC) and the amount
           of the IDC Loan (which shall be equivalent to the amount then
           outstanding on the IDC Loan) which KBH wishes to acquire as well as
           the amount, if any, and as reflected in the IRR Certificate, which
           the Company will be required to pay to the IDC in order to achieve an
           IRR of 15% (fifteen per cent) in respect of the IDC Investment (for
           the purposes of this clause 7 the "Early Purchase Amount"), given to
           the IDC, with a copy to the other Parties, at any time and on any day
           but always in accordance with the time period set out in clause 7.4
           above.

7.6        If KBH exercises the KBH Special Option to purchase all of the IDC
           Shares and the balance of the IDC Loan in terms of this clause 7,
           then the sale and purchase of the IDC Shares and the IDC Loan which
           would result shall be on the following terms and conditions:

7.6.1          the IDC Investment shall be sold and purchased free from all
               claims, liens, pledges and other hypothecations and encumbrances;



                                     Page 4

7.6.2          the purchase price payable by KBH for the IDC Shares shall be the
               par value for each of the IDC Shares and shall be payable in
               South African Rand only;

7.6.3          the effective date of the purchase and sale of the IDC Investment
               shall be the date agreed to by the Company, the IDC and KBH under
               this clause 7;

7.6.4          the consideration for the IDC Loan shall be the face value of the
               IDC Loan as at the date of exercise of the KBH Special Option;

7.6.5          completion of the sale and purchase of the IDC Investment shall
               be effected within 21 (twenty one) days of receipt by the IDC of
               the KBH Election Notice (or as soon thereafter as any necessary
               regulatory consents have been obtained and subject to compliance
               by the IDC with its obligations under this clause 7), at a
               meeting to be held at such reasonable time and place as KBH may
               specify by not less than 36 (thirty six) hours' prior written
               notice to the IDC and at which meeting:

7.6.5.1             the IDC shall deliver the relevant share certificate(s) to
                    KBH or any nominee(s) for KBH, together with such duly
                    executed transfer forms as may be required by law for the
                    transfer of the IDC Shares to KBH or any nominee(s) for KBH,
                    and a power of attorney in such form and in favour of such
                    person as KBH may nominate so as to enable KBH to exercise
                    all rights of ownership in respect of the IDC Shares,
                    including, without limitation, the voting rights thereto;

7.6.5.2             KBH shall pay the purchase price for the IDC Investment to
                    the IDC by telegraphic transfer for value on the date of
                    completion but only against such delivery of the IDC Shares
                    and a letter of cession by the IDC to KBH of all of the
                    IDC's claims against the Company in respect of the IDC Loan;



                                     Page 5

7.6.5.3             the IDC and KBH shall procure (insofar as they are able)
                    that such transfer or transfers are duly registered;

7.6.5.4             the IDC shall do all such other things and execute all such
                    other documents as KBH may require to give effect to the
                    sale and purchase of the IDC Shares; and

7.6.5.5             the IDC shall, simultaneously with the completion of the
                    sale and purchase of the IDC Shares, remove the directors
                    appointed by it and such removal shall take effect without
                    any liability to the Company for compensation for loss of
                    office, loss of employment or otherwise; and

7.6.5.6             the IDC shall furnish KBH and the other Parties with a
                    certificate ("the IRR Certificate") which shall state:

7.6.5.6.1                the IRR yielded by the IDC Investment and received by
                         the IDC as at the date of the issuance of the IRR
                         Certificate;

7.6.5.6.2                the Early Purchase Amount, if any, which the Company is
                         to pay to the IDC,

                    which IRR Certificate shall be prima facie evidence of the
                    Early Purchase Amount;

7.6.6          each of KBH and the IDC use their reasonable endeavours (costs to
               be shared equally by both these Parties) to obtain any regulatory
               consents that are required by law to enable the sale and purchase
               of the IDC Shares to be completed; if such consents are refused
               the purchase and sale shall become void and the IDC and KBH shall
               be released from their obligations under this clause 7 but they
               shall negotiate with each other in good faith with a view to
               achieving an alternative solution;

7.6.7          simultaneously with the completion of a sale and purchase of the
               IDC Shares:



                                     Page 6

7.6.7.1             the IDC shall procure that the IDC's obligations for all
                    loans, loan capital, borrowings and indebtedness in the
                    nature of borrowings owed to the Company by the IDC
                    (together with any accrued interest) are either delegated by
                    the IDC to KBH at such value as may be agreed between the
                    IDC and KBH, or failing agreement between them, are repaid
                    by the IDC to the Company;

7.6.7.2             KBH shall agree to the assignment to it of all rights and
                    obligations under any guarantees or indemnities given by the
                    IDC to or in respect of the Company and, pending such
                    assignment and consequent release of the IDC, shall
                    indemnify the IDC in respect thereof.

7.6.8          the IDC's obligation to transfer the IDC Shares to KBH in terms
               of this clause 7 shall be conditional on the compliance by KBH
               with its obligations under clause 7.6.7.2; and

7.6.9          notwithstanding anything to the contrary anywhere else in this
               clause 7, the IDC shall be obliged to cede to KBH, and KBH shall
               be obliged to acquire from the IDC, the whole of the IDC Loan at
               the same time as the IDC Shares are transferred to KBH.".

3.   EFFECT OF THIS ADDENDUM

3.1            This Parties agree that this Addendum shall be deemed to have
               been entered into between the Parties simultaneously with the
               Shareholders' Agreement.

3.2            The Parties agree that all provisions of the Shareholders'
               Agreement, other than those of clause 7 of the Shareholders'
               Agreement which are amended in terms of clause 2 above, shall
               remain as is recorded in the Shareholders' Agreement.


4.   GENERAL



                                     Page 7

4.1        COUNTERPARTS

           This Addendum may be signed in any number of counterparts, all of
           which taken together shall constitute one and the same instrument.
           Any Party may enter into this Addendum by signing any such
           counterpart.

4.2        COSTS

           Each Party shall bear its own costs incurred by it to its attorneys
           and other professional advisors for the preparation and signing of
           this Addendum.

SIGNED at Sandton on 14 June 2002.

                                            For:  THE INDUSTRIAL DEVELOPMENT
                                                  CORPORATION OF SOUTH AFRICA
                                                  LIMITED

                                            /s/ Nam Tshivhase
                                            ------------------------------------
                                            Signatory: Nam Tshivhase
                                            Capacity: General Counsel
                                            Authority: Resolution


                                            and

                                            /s/ M. Netshitangani
                                            ------------------------------------
                                            Signatory: M. Netshitangani
                                            Capacity: Head of department
                                            Authority: Resolution



                                     Page 8

SIGNED at Sandton on 14 June 2002.

                                            For:  KHUMO BATHONG HOLDINGS
                                                  (PROPRIETARY) LIMITED

                                            /s/ M.P. Ncholo
                                            ------------------------------------
                                            Signatory: M.P. Ncholo
                                            Capacity: CEO
                                            Authority: Resolution

SIGNED at Sandton on 14 June 2002.

                                            For:  CROWN GOLD RECOVERIES
                                                  (PROPRIETARY) LIMITED

                                            /s/ I.L. Murray
                                            ------------------------------------
                                            Signatory: I.L. Murray
                                            Capacity: Director
                                            Authority: Resolution

SIGNED at Sandton on 14 June 2002.

                                            For:  CROWN CONSOLIDATED GOLD
                                                  RECOVERIES LIMITED

                                            /s/ I.L. Murray
                                            ------------------------------------
                                            Signatory: I.L. Murray
                                            Capacity: Director
                                            Authority: Resolution



                                     Page 9

SIGNED at Sandton on 14 June 2002.

                                            For:  DURBAN ROODEPOORT DEEP,
                                                  LIMITED

                                            /s/ I.L. Murray
                                            ------------------------------------
                                            Signatory: I.L. Murray
                                            Capacity: Director
                                            Authority: Resolution

EX-4.40

                                                                    EXHIBIT 4.40


SUBSCRIPTION AGREEMENT


between:


KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED
(Registration number 1998/007546/07)
("KBH")


and


DURBAN ROODEPOORT DEEP, LIMITED
(Registration number 1895/000926/06)
("the Company")


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                           
1.   INTERPRETATION............................................................3
2.   CONDITIONS PRECEDENT......................................................6
3.   AGREEMENT TO SUBSCRIBE FOR AND ISSUE SHARES...............................8
4.   ISSUE OF SHARES...........................................................8
5.   RESTRICTIONS ON KBH.......................................................9
6.   CO-OPERATION.............................................................10
7.   CONFIDENTIALITY..........................................................11
8.   ARBITRATION..............................................................11
9.   COSTS....................................................................12
10.  GENERAL..................................................................13
11.  ADDRESSES................................................................14





                                     Page 3

WHEREAS:

KBH wishes to invest R68 027 000 (sixty eight million and twenty seven thousand
Rand) in the Company by subscribing for 4 794 889 (four million seven hundred
and ninety four thousand and eight hundred and eighty nine) Ordinary Shares, and
the Company is willing to allot and issue to KBH 4 794 889 (four million seven
hundred and ninety four thousand and eight hundred and eighty nine) Ordinary
Shares, on the terms and subject to the conditions set out in this Agreement.

IT IS AGREED AS FOLLOWS:


1.      INTERPRETATION

1.1             DEFINITIONS

                For the purposes of this Agreement, and the preamble, unless the
                context requires otherwise, the parties defined in the heading
                of this Agreement shall retain such definitions and the words
                and expressions set out below shall have the meanings assigned
                to them, namely:

        1.1.1   "the Act"                    means the Companies Act, 1973, as
                                             amended;

        1.1.2   "this Agreement"             means this Subscription Agreement;

        1.1.3   "Board of Directors"         means the board of directors of the
                                             Company or any duly appointed
                                             committee thereof from time to
                                             time;

        1.1.4   "Business Day"               means any day other than a
                                             Saturday, Sunday or statutory
                                             holiday in South Africa;

        1.1.5   "the Company"                means Durban Roodepoort Deep,
                                             Limited, a company registered in
                                             accordance with the laws of South
                                             Africa under Registration Number



                                     Page 4

                                             1895/000926/06;

        1.1.6   "Effective Date"             means the date on which all the
                                             conditions set out in clause 2.1
                                             are fulfilled or deemed to be
                                             fulfilled and upon which this
                                             Agreement becomes unconditional and
                                             accordingly takes effect;

        1.1.7   "the JSE"                    means The JSE Securities Exchange
                                             South Africa;

        1.1.8   "KBH"                        means Khumo Bathong Holdings,
                                             (Proprietary) Limited, a company
                                             registered in accordance with the
                                             laws of South Africa under
                                             Registration Number 1998/007546/07;

        1.1.9   "Ordinary Shares"            means ordinary no par value shares
                                             in the stated capital of the
                                             Company;

        1.1.10  "Parties"                    means KBH and the Company and
                                             "Party" means any one of them;

        1.1.11  "South Africa"               means the Republic of South Africa
                                             as constituted from time to time;

        1.1.12  "Signature Date"             means the last date on which this
                                             Agreement is signed by the Parties;

        1.1.13  "the Subscription Date"      means the date and time on which
                                             the matters referred to in clause 4
                                             are duly completed in accordance
                                             with the requirements of that
                                             clause; and

        1.1.14  "Subscription Shares"        means the 4 794 889 (four million
                                             seven hundred and ninety four
                                             thousand and eight



                                     Page 5

                                             hundred and eighty nine) Ordinary
                                             Shares which KBH is desirous of
                                             subscribing for in terms of this
                                             Agreement.

1.2             GENERAL INTERPRETATION

                In addition to the definitions in clause 1.1, unless the context
                requires otherwise:

1.2.1                   the singular shall include the plural and vice versa;

1.2.2                   a reference to any one gender, whether masculine,
                        feminine or neuter, includes the other two;

1.2.3                   any reference to a natural person includes an artificial
                        person and vice versa;

1.2.4                   any word or expression defined in and for the purposes
                        of this Agreement shall, if expressed in the singular,
                        include the plural and vice versa and a cognate word or
                        expression shall have a corresponding meaning;

1.2.5                   words and expressions defined in the Act, which are not
                        defined in this Agreement, shall bear the same meanings
                        in this Agreement as those ascribed to them in the Act;

1.2.6                   references to a statutory provision include any
                        subordinate legislation made from time to time under
                        that provision, references to a statutory provision
                        include that provision as from time to time modified or
                        re-enacted as far as such modification or re-enactment
                        applies, or is capable of applying, to this Agreement or
                        any transaction entered into in accordance with this
                        Agreement;

1.2.7                   references in this Agreement to "clauses" are to clauses
                        to this Agreement; and



                                     Page 6

1.2.8                   where an obligation pursuant to this Agreement is
                        expressed to be undertaken or assumed by any Party, such
                        obligation shall be construed as requiring the Party
                        concerned to exercise all rights and powers of control
                        over the affairs of any other person which that Party is
                        able to exercise (whether directly or indirectly) in
                        order to secure performance of that obligation.

2.      CONDITIONS PRECEDENT

2.1             The whole of this Agreement (except for this clause 2 and
                clauses 1, 6, 7, 8, 9, 10 and 11) shall be subject to the
                fulfilment or deemed fulfilment of all the following conditions
                precedent within 120 (one hundred and twenty) days of the
                Signature Date or by such later date as the Parties may agree
                upon in writing:

2.1.1                   KBH raising adequate finance in the amount of R66 303
                        550 (sixty six million three hundred and three thousand
                        five hundred and fifty Rand) for the purpose of
                        acquiring the Subscription Shares;

2.1.2                   the passing of resolutions by the Company in general
                        meeting authorising the Company to allot and issue to
                        KBH the Subscription Shares in accordance with the
                        provisions of section 82(1) of the Act, and the
                        registration of those resolutions in accordance with the
                        requirements of the Act, if so required;

2.1.3                   the passing of a resolution by the Board of Directors
                        approving the terms of, and the transactions
                        contemplated by, this Agreement and authorising any of
                        the directors of the Company to execute this Agreement
                        and any ancillary documentation;

2.1.4                   the passing of a resolution by the board of directors of
                        KBH approving the terms of, and the transactions
                        contemplated by, this Agreement and authorising any of
                        the directors of KBH to execute this Agreement and any
                        ancillary documentation;



                                     Page 7

2.1.5                   all appropriate approvals and processes, to the extent
                        required, having been obtained and complied with, in
                        accordance with the Listings Requirements of the JSE;

2.1.6                   all appropriate approvals and processes, to the extent
                        required, having been obtained and complied with, in
                        accordance with the Listings Requirements of the London
                        Stock Exchange;

2.1.7                   all appropriate approvals and processes, to the extent
                        required, having been obtained and complied with, in
                        accordance with the Listings Requirements of the
                        Australian Stock Exchange;

2.1.8                   all appropriate approvals and processes, to the extent
                        required, having been obtained and complied with, in
                        accordance with the Listings Requirements of the Paris
                        Bourse;

2.1.9                   all appropriate approvals and processes, to the extent
                        required, having been obtained and complied with, in
                        accordance with NASDAQ;

2.1.10                  KBH and The Industrial Development Corporation of South
                        Africa Limited having become the owners of 3% (three per
                        cent) and 57% (fifty seven per cent) respectively of the
                        issued share capital of Crown Gold Recoveries
                        (Proprietary) Limited.

2.2             The condition precedent in clause 2.1.1 is stipulated for the
                sole benefit of KBH and KBH may waive such condition precedent
                in writing to that effect, and upon any such waiver the
                condition precedent shall be deemed to have been fulfilled. It
                is recorded that the conditions precedent in clauses 2.1.2 to
                2.1.10 are stipulated for the benefit of both Parties.

2.3             Except for the provisions of clause 2.1.1 and clause 2.1.10, if
                any approval or consent required for the fulfilment of any
                condition precedent is granted subject to any condition which
                adversely affects the Company to a material extent, the approval
                shall be deemed not to have been given if the Company so
                requires, and gives written notice to that effect to KBH within
                30 (thirty) days from the date on which the approval in question
                is granted.



                                     Page 8

2.4             If any one of the conditions precedent is not fulfilled, deemed
                to be fulfilled or waived during the period set out in clause
                2.1, then this Agreement (except for this clause 2 and clauses
                1, 6, 7, 8, 9, 10 and 11) shall not take effect unless otherwise
                agreed in writing by the Parties.

2.5             The Parties shall use their reasonable endeavours to do whatever
                may be necessary to procure the fulfilment of the conditions
                precedent set out in clause 2.1 and shall co-operate fully with
                each other for that purpose.

3.      AGREEMENT TO SUBSCRIBE FOR AND ISSUE SHARES

        KBH agrees to subscribe for, and the Company agrees to allot and issue
        to KBH, the Subscription Shares for a cash subscription price of
        R68 027 000 (sixty eight million and twenty seven thousand  Rand),  with
        effect from the  Subscription  Date and in accordance with the terms and
        subject to the conditions of this Agreement.

4.      ISSUE OF SHARES

        Unless otherwise agreed by the Parties in writing, a meeting shall be
        held within 7 (seven) Business Days from the Effective Date, provided
        that such date shall not be earlier than the Closing Date (as defined in
        the Share Purchase Agreement entered into between Crown Consolidated
        Gold Recoveries Limited, The Industrial Development Corporation of South
        Africa Limited, KBH and the Company simultaneously with the signature of
        this Agreement), at the offices of Bowman Gilfillan Inc., 9th Floor,
        Twin Towers West, Sandton City, Sandton at 14h00 or such later date and
        time as the Parties may agree upon in writing, at which KBH shall
        subscribe for the Subscription Shares and the Company will allot and
        issue the Subscription Shares to KBH against receipt in cash of the
        subscription of R68 027 000 (sixty eight million and twenty seven
        thousand Rand) by means of a telegraphic transfer, for value at the
        Subscription Date, to a bank account of the Company in South Africa,
        which shall have been designated by the Company giving written notice to
        KBH at least 24 (twenty four) hours before the Subscription Date..



                                     Page 9

5.      RESTRICTIONS ON KBH

5.1             KBH undertakes that it will not sell, alienate or otherwise
                dispose of the Subscription Shares other than in accordance with
                the provisions of clause 5.2.

5.2             If KBH wishes to sell, alienate or otherwise dispose of all or
                some of the Subscription Shares, KBH shall first offer for sale
                to the Company all or some of the Subscription Shares by means
                of written notice to that effect (a "Transfer Notice") on the
                same terms and conditions of any proposed transfer as those
                offered to a proposed third party (the "Third Party Purchaser")
                together with details of the Third Party Purchaser, the purchase
                price and other material terms offered by KBH to the Third Party
                Purchaser. To give effect to this provision, the Company shall
                issue the Subscription Shares in a material form and KBH hereby
                authorises the Company to hold the share certificate evidencing
                the ownership of the Subscription Shares in trust on behalf of
                KBH and the Company shall not be bound to release such share
                certificate at the instruction of KBH if such instruction is
                pursuant to a transaction which is in breach of this clause 5.

5.3             On receipt of the Transfer Notice, the Company shall have the
                right but shall not be bound to place the Subscription Shares at
                the purchase price specified in the Transfer Notice (or at such
                other price as may be agreed between KBH and the Company) with
                another purchaser of the Company's choice, by giving written
                notice to KBH to that effect within 21 (twenty one) days of the
                receipt of the Transfer Notice.

5.4             If the Company does not exercise its rights under clause 5.3,
                KBH shall be entitled to sell and transfer the Subscription
                Shares on a bona fide arm's length sale to the Third Party
                Purchaser with the written consent of the Company at a price
                which is not less than the purchase price specified in the
                Transfer Notice.



                                     Page 10

5.5             DRD acknowledges that KBH intends to pledge the Subscription
                Shares to The Industrial Development Corporation of South Africa
                Limited as security for a loan of R66 303 550 (sixty six million
                three hundred and three thousand and five hundred and fifty) by
                The Industrial Development Corporation of South Africa Limited
                to Crown Gold Resources (Proprietary) Limited. The Parties agree
                that the pledge by KBH of the Subscription Shares for that
                purpose shall not constitute a breach of clause 5.1, and that
                the transfer or sale of the Subscription Shares by The
                Industrial Development Corporation of South Africa Limited
                pursuant to its due enforcement of such pledge shall not
                constitute a breach of clause 5.2.

5.6             KBH undertakes to DRD to procure that, forthwith upon lapse of
                the pledge referred to in clause 5.5 for any reason, the share
                certificate evidencing the ownership of the Subscription Shares
                is delivered to DRD, to be held by DRD for the purposes of, and
                in accordance with, the provisions of clause 5.2.

6.      CO-OPERATION

        Each Party to this Agreement undertakes to do such things, perform such
        acts, to take all such steps and to procure the doing of all such
        things, the performance of all such acts and the taking of all such
        steps as may be necessary, incidental and conducive to give effect to
        the terms, conditions and import of this Agreement.



                                     Page 11

7.      CONFIDENTIALITY

7.1             Each Party undertakes to the other that this Agreement and all
                negotiations relating to its conclusion shall remain strictly
                confidential between them and no disclosure thereof shall be
                made to any third party other than the professional advisers of
                the Parties, The Industrial Development Corporation of South
                Africa Limited, Crown Consolidated Gold Recoveries Limited and
                Crown Gold Recoveries (Proprietary) Limited and their
                professional advisers or as is necessary to give effect to its
                provisions and to comply with the listing requirements of the
                various stock exchanges and the Act as set out in clause 2. Only
                such disclosures as have been agreed by both Parties in writing
                shall be made.

7.2             KBH undertakes that while this Agreement remains in force it
                shall keep confidential and not disclose any information about
                the Company or its business to any third party unless KBH is
                under a legal obligation to make the disclosure or the
                information is in the public domain.

8.      ARBITRATION

8.1             Any dispute arising out of this Agreement or the interpretation
                thereof, both while in force and after its termination, may at
                the election of the Party claiming such dispute, be submitted to
                and determined by arbitration. Such arbitration shall be held in
                Johannesburg unless otherwise agreed to and shall be held in a
                summary manner with a view to it being completed as soon as
                possible.

8.2             There shall be one arbitrator who shall be, if the question in
                issue is:

8.2.1                   primarily an accounting matter, an independent chartered
                        accountant of 10 (ten) years standing;

8.2.2                   primarily a legal matter, a practising Senior Counsel;
                        and



                                     Page 12

8.2.3                   primarily a technical matter, a suitably qualified
                        person.

8.3             The appointment of the arbitrator shall be agreed upon between
                the Parties, but failing agreement between them within a period
                of 14 (fourteen) days after the arbitration has been demanded,
                either of the Parties shall be entitled to request the Chairman
                for the time being of the Arbitration Foundation of Southern
                Africa to make the appointment who, in making his appointment,
                shall have regard to the nature of the dispute.

8.4             The arbitrator shall have the powers conferred upon an
                arbitrator under the Arbitration Act, 1965, as amended, or
                re-enacted in some other form from time to time, but shall not
                be obliged to follow the procedures described in that Act and
                shall be entitled to decide on such procedures as he may
                consider desirable for the speedy determination of the dispute,
                and in particular he shall have the sole and absolute discretion
                to determine whether and to what extent it shall be necessary to
                file pleadings, make discovery of documents or hear oral
                evidence.

8.5             The decision of the arbitrator shall be final and binding on the
                Parties, and may be made an order of any court of competent
                jurisdiction. Each of the Parties hereby submits itself to the
                non-exclusive jurisdiction of the Witwatersrand Local Division
                of the High Court of South Africa should the other Party wish to
                make the arbitrator's decision an order of that Court.

9.      COSTS

        Each Party shall bear its own legal costs in respect of the negotiation,
        preparation and conclusion of this Agreement and all other documents
        necessary to give effect to this Agreement.



                                     Page 13

10.     GENERAL

10.1            REMEDIES

                No remedy conferred by this Agreement is intended to be
                exclusive of any other remedy which is otherwise available at
                law, by statute or otherwise and each remedy shall be cumulative
                and in addition to every other remedy given hereunder or now or
                hereafter existing at law, by statute or otherwise. The election
                of any one or more remedy by any of the Parties shall not
                constitute a waiver by such party of the right to pursue any
                other remedy.

10.2            SEVERANCE

                If any provision of this Agreement is rendered void, illegal or
                unenforceable in any respect under any law it shall be severable
                from this Agreement, and the validity, legality and
                enforceability of the remaining provisions shall not in any way
                be affected or impaired thereby.

10.3            SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

                Termination of this Agreement for any cause shall not release a
                Party from any liability which at the time of termination has
                already accrued to that Party or which thereafter may accrue in
                respect of any act or omission prior to such termination.

10.4            ENTIRE AGREEMENT

                This Agreement constitutes the entire agreement between the
                Parties in regard to its subject matter and save as otherwise
                expressly provided no modification, amendment or waiver of any
                of the provisions of this Agreement shall be effective unless
                made in writing specifically referring to this Agreement and
                duly signed by the Parties.



                                     Page 14

10.5            BINDING AGREEMENT

                This Agreement shall be binding on the Parties hereto and their
                respective successors and assigns.

10.6            NO PARTNERSHIP

                Nothing in this Agreement shall be deemed to constitute a
                partnership between the Parties (or any of them) or constitute
                any Party the agent of any other Party for any purpose.

10.7            COUNTERPARTS

                This Agreement may be signed in any number of counterparts, all
                of which taken together shall constitute one and the same
                instrument. Any Party may enter into this Agreement by signing
                any such counterpart.

11.     ADDRESSES

11.1            Each Party to this Agreement chooses the address set out
                opposite its name below as its address at which all notices,
                legal processes and other communications must be delivered for
                the purposes of this Agreement.

11.1.1                  The Company:      45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: M Eloff (the Company Secretary)
                                          Fax No. 011 482 1022



                                     Page 15

11.1.2                  KBH:              ERPM Main Office
                                          Cnr Main Reef and Pretoria road
                                          Boksburg
                                          Attn: Dr P Ncholo (Chief Executive)
                                          Fax No: 011 917 2542

11.2            Any notice or communication required or permitted to be given in
                terms of this Agreement shall be valid and effective only if in
                writing.

11.3            Any Party may by written notice to the other change its chosen
                address to another physical address in South Africa, provided
                that the change shall become effective on the 14th (fourteenth)
                day after the receipt of the notice by the addressees.

11.4            Any notice or communication to a Party -

11.4.1                  sent by telefax to it at its telefax number; or

11.4.2                  delivered by hand to a responsible person during
                        ordinary business hours at its chosen address,

                shall be deemed to have been received, in the case of clause
                11.4.1, on the first Business Day after transmission thereof
                and, in the case of clause 11.4.2, on the day of delivery.

11.5            A copy of any notice or communication sent by telefax to a Party
                at its telefax number shall forthwith be sent by prepaid
                registered post to it at its chosen address.

11.6            Notwithstanding anything to the contrary in this clause 11, a
                written notice or other communication actually received by a
                Party shall be adequate written notice or communication to it
                notwithstanding that it was not sent to or delivered at its
                chosen address.



                                     Page 16

SIGNED at Sandton on 12 June 2002

                                        For:  KHUMO BATHONG HOLDINGS
                                              (PTY) LIMITED

                                              /s/ M.P. Ncholo
                                              ----------------------------------
                                              Signatory: M.P. Ncholo
                                              Capacity: CEO
                                              Authority: Resolution

SIGNED at Johannesburg on 12 June 2002

                                        For:  DURBAN ROODEPOORT DEEP,
                                              LIMITED

                                              /s/ Mark Wellesley-Wood
                                              ----------------------------------
                                              Signatory: Mark Wellesley-Wood
                                              Capacity: Director
                                              Authority: Resolution

EX-4.41

                                                                    EXHIBIT 4.41


LOAN AGREEMENT


between :


DURBAN ROODEPOORT DEEP, LIMITED


and


KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                           
1.   DEFINITIONS...............................................................3
2.   CONDITION PRECEDENT.......................................................5
3.   THE LOAN..................................................................6
4.   UNDERTAKINGS BY THE BORROWER..............................................6
5.   EVENTS OF DEFAULT.........................................................7
6.   CESSION AND DELEGATION BY THE LENDER.....................................10
7.   CESSION AND DELEGATION BY THE BORROWER...................................10
8.   NOTICES..................................................................11
9.   ARBITRATION..............................................................12
10.  GENERAL..................................................................13





                                     Page 3

WHEREAS:

A.      The Lender is desirous of lending to the Borrower, and the Borrower is
        desirous of borrowing from the Lender, a Loan of R5 276 550 (five
        million, two hundred and seventy six thousand and five hundred and fifty
        Rand) upon the terms and subject to the conditions of this Agreement.

B.      The Lender and the Borrower wish to record the terms and conditions of
        the Loan in this Agreement.

THE PARTIES ACCORDINGLY RECORD THAT :

1.      DEFINITIONS

        For the purposes of this Agreement, and the preamble, unless the context
        indicates otherwise, the words and expressions set out below shall have
        the meanings assigned to them, namely:

1.1     "this Agreement"        means this loan agreement;

1.2     "Business Day"          means any day other than a Saturday, Sunday or
                                statutory holiday in South Africa;

1.3     "Borrower"              means Khumo Bathong Holdings (Proprietary)
                                Limited, a company registered in accordance with
                                the laws of South Africa under Registration
                                Number 1998/007546/07;

1.4     "CGR"                   means Crown Gold Recoveries (Proprietary)
                                Limited, a company registered in accordance with
                                the laws of South Africa under Registration
                                Number 1998/005115/07;

1.5     "CCGR"                  means Crown Consolidated Gold Recoveries
                                Limited, a company registered in accordance with
                                the laws of



                                     Page 4

                                South Africa under Registration Number
                                1997/007865/06;

1.6     "Effective Date"        means the date and time on which this Agreement
                                becomes unconditional in terms of clause 2 ;

1.7     "Event of Default"      means any one of the events specified in clause
                                5;

1.8     "IDC"                   means The Industrial Development Corporation of
                                South Africa Limited, a company registered in
                                accordance with the laws of South Africa under
                                Registration Number 1940/014201/06;

1.9     "Indebtedness"          means in relation to the Borrower, its
                                obligation, whether present or future, actual or
                                contingent for the payment or repayment of money
                                (whether in respect of interest, principal or
                                otherwise) incurred in respect of monies
                                borrowed by the Borrower under this Agreement;

1.10    "KBH Shares"            means 3 (three) ordinary shares of R1 (one Rand)
                                each in the issued share capital of CGR to be
                                sold by CCGR to KBH in terms of the Share
                                Purchase Agreement;

1.11    "KBH Claim"             means 3% (three per cent) of the shareholder
                                loans granted by CCGR to CGR, which CCGR is
                                ceding to KBH in terms of the Share Purchase
                                Agreement;

1.12    "Loan"                  means the amount of R5 276 550 (five million two
                                hundred and seventy six thousand and five
                                hundred and fifty Rand) which the Borrower
                                agrees to borrow from the Lender, and the Lender
                                agrees to lend to the Borrower, according to the
                                terms and conditions of this Agreement;

1.13    "the Lender"            means Durban Roodepoort Deep, Limited, a company
                                registered in accordance with the laws of South
                                Africa



                                     Page 5

                                under Registration Number 1895/000926/06;

1.14    "Parties"               means the Borrower and the Lender and "Party"
                                means either one of them;

1.15    "Prime Rate"            shall mean the publicly quoted basic rate of
                                interest generally levied by The Standard Bank
                                of South Africa Limited from time to time in
                                South Africa on overdraft to its first class
                                corporate borrowers, calculated on a 365 (three
                                hundred and sixty five) day factor, irrespective
                                of whether or not the year is a leap year, it
                                being recorded that a certificate signed by any
                                manager of The Standard Bank of South Africa
                                Limited (whose appointment shall not be
                                necessary to prove) shall constitute prima facie
                                proof of the ruling prime rate at the relevant
                                time in the event of there being a dispute in
                                relation thereto;

1.16    "Share Purchase         means the share purchase agreement to be entered
        Agreement"              into simultaneously with the signing of this
                                Agreement amongst CCGR, the IDC, the Borrower
                                and the Lender; and

1.17    "South Africa"          means the Republic of South Africa as
                                constituted from time to time.

2.      CONDITION PRECEDENT

        This Agreement is conditional upon the Share Purchase Agreement being
        completed in accordance with the provisions of clause 5 of the Share
        Purchase Agreement, failing which this Agreement will not take effect
        and the Parties shall have no claim against each other of any nature
        whatsoever arising from the provisions of this Agreement.



                                     Page 6

3.      THE LOAN

3.1             The Lender agrees to lend to the Borrower and the Borrower
                agrees to borrow from the Lender, with effect from the Effective
                Date, the Loan on the following terms:

3.1.1                   the Loan shall be secured by means of a pledge of 48 928
                        824 (forty eight million nine hundred and twenty eight
                        thousand eight hundred and twenty four) shares in East
                        Rand Proprietary Mines Limited in accordance with the
                        pledge agreement, a copy of which is attached to this
                        Agreement as Annexure "A";

3.1.2                   the Loan shall bear interest at the Prime Rate plus 3%
                        (three per cent), which interest will be payable
                        annually in arrear on teach anniversary of the Effective
                        Date; and

3.1.3                   the Loan will be repayable on demand but not later than
                        5 (five) years from the Effective Date.

3.2             The Borrower shall use the Loan solely and exclusively for the
                acquisition of the KBH Shares and the KBH Claim.

4.      UNDERTAKINGS BY THE BORROWER

4.1             The Borrower undertakes to the Lender that until the Loan has
                been repaid in full by the Borrower to the Lender:

4.1.1                   the Borrower shall (immediately upon it becoming aware
                        of such occurrence) notify the Lender of the occurrence
                        of any Event of Default and of any other event which,
                        with the giving of notice or lapse of time or both,
                        might constitute an Event of Default and at the same
                        time inform the Lender of any action taken or proposed
                        to be taken in connection with that Event of Default;



                                     Page 7

4.1.2                   the Borrower will continue its business, being the
                        conduct of mining operations;

4.1.3                   the Borrower shall maintain in full force and effect all
                        authorisations, approvals, licences, registrations,
                        consent or declarations from all legislative bodies of
                        government, ministries, agencies or other authorities
                        required by the laws of South Africa or otherwise
                        appropriate in order for the Borrower-

4.1.3.1                         to incur the obligations expressed to be assumed
                                by it in or pursuant to this Agreement;

4.1.3.2                         to execute and deliver all other documents and
                                instruments to be delivered by it pursuant to
                                this Agreement;

4.1.3.3                         to perform and observe the terms and provisions
                                of this Agreement;

4.1.3.4                         to make all payments expressed to be required
                                under this Agreement; and

4.1.3.5                         to render this Agreement legal, valid, binding,
                                enforceable and admissible in evidence.

4.2             The Borrower shall promptly furnish the Lender with such
                evidence of authority, authenticated specimen signatures and
                other documents and information as the Lender may reasonably
                request, on the request of the Lender, and perform all such
                other acts as may be necessary to carry out the intent of this
                Agreement.

5.      EVENTS OF DEFAULT

5.1             If:



                                     Page 8

5.1.1                   the Borrower shall for any reason fail duly and promptly
                        to perform or observe any of the other obligations or
                        undertakings expressed to be binding on or undertaken in
                        or pursuant to this Agreement; or

5.1.2                   a moratorium is declared on the discharge of
                        Indebtedness of the Borrower or the Borrower is unable
                        to pay its debts generally as they become due and
                        payable or stops or threatens to stop or suspends
                        payment of Indebtedness expressed to be payable by it in
                        or pursuant to this Agreement or of its debts generally
                        or otherwise becomes insolvent or shall convene a
                        meeting for the purposes of making, or shall propose or
                        enter into, any arrangement or composition for the
                        benefit of any one or more of its creditors or shall
                        commence negotiations with any one or more of its
                        creditors with a view to a readjustment or rescheduling
                        of its Indebtedness or with a view to the avoidance of
                        circumstances in which it would or might be obliged to
                        declare a moratorium on the discharge of its
                        Indebtedness; or

5.1.3                   any person becomes entitled to take possession of or
                        realise or otherwise apply any of the assets of the
                        Borrower or to cause such assets to be realised in
                        satisfaction of any obligation of the Borrower to such
                        person and such event would or might, either directly or
                        indirectly, materially affect the Borrower's ability to
                        perform any of the obligations expressed to be assumed
                        by it in or pursuant to this Agreement; or

5.1.4                   if any action or proceeding of or before any judicial,
                        administrative, governmental or other authority or
                        arbitrator commences (and is not stayed or discharged
                        within 15 (fifteen) calendar days thereafter) to enjoin
                        or restrain the performance or observance by the
                        Borrower of the terms of this Agreement or in any manner
                        to question the right and power of the Borrower to enter
                        into, exercise its rights under and perform and observe
                        the terms of this Agreement or the legality, validity,
                        enforceability, binding nature or admissibility in
                        evidence of this Agreement; or



                                     Page 9

5.1.5                   if it becomes or proves to be unlawful or impossible for
                        the Borrower duly and promptly to perform or observe any
                        of the obligations or undertakings expressed to be
                        binding on or undertaken by it in or pursuant to this
                        Agreement; or

5.1.6                   if the Borrower uses the Loan for any purpose other than
                        the purpose set out in clause 3.2; or

5.1.7                   if the Share Purchase Agreement is rescinded in
                        accordance with its terms; or

5.1.8                   if the Borrower, upon the IDC ceasing to be a
                        shareholder in CGR, ceases to be the majority
                        shareholder in CGR;

        then and in any case the Borrower shall forthwith notify the Lender of
        the occurrence of such event which (regardless of whether such notice
        shall have been given) shall constitute an Event of Default.

5.2             Upon the occurrence of any Event of Default, and at any time
                thereafter whilst it is continuing, the Lender may cancel this
                Agreement by written notice to the Borrower.

5.3             If the Lender cancels the Agreement in terms of clause 5.2
                above:

5.3.1                   all the Borrower's indebtedness under this Agreement
                        shall immediately becomes due and payable without
                        demand, presentment, protest or other notice or
                        formality of any kind, all of which are expressly waived
                        by the Borrower;

5.3.2                   the remedies set out in this clause 5.3 shall not be
                        construed to be exhaustive of any other remedies
                        available to the Lender.



                                     Page 10

6.      CESSION AND DELEGATION BY THE LENDER

6.1             The Lender may at any time and from time to time cede all or any
                part of its rights and benefits and delegate all or any part of
                its obligations under this Agreement to another person (an
                "Assignee").

6.2             For this purpose the Lender may disclose to a potential or
                actual Assignee such credit and other information relating to
                the Borrower and its financial condition as the Borrower shall
                have made available to the Lender or as shall be known to the
                Lender otherwise howsoever.

6.3             If the Lender cedes any part of its rights and benefits and
                delegates any part of its obligations under this Agreement then
                all references in this Agreement to the Lender shall thereafter
                be construed as references to the Lender and its Assignee to the
                extent of their respective participations in the Loan.

6.4             The expression "Lender" wherever used in this Agreement shall
                include every Assignee of the Lender and every successor in
                title of any such Assignee or of the Lender.

7.      CESSION AND DELEGATION BY THE BORROWER

        The rights and obligations of the Borrower under this Agreement are
        personal to the Borrower and accordingly the Borrower shall not cede any
        of its rights or benefits or delegate any of its obligations under this
        Agreement either in whole or in part.



                                     Page 11

8.      NOTICES

8.1             Any notice or other formal communication to be given under this
                Agreement shall be in writing and signed by or on behalf of the
                Party giving it and may be served by sending it by fax,
                delivering it by hand or sending it by registered mail with
                acknowledgement of receipt to the address and for the attention
                of the relevant Party set out in clause 8.2 (or as otherwise
                duly notified from time to time). Any notice so served by hand,
                fax or post shall be deemed to have been received:

8.1.1                   in the case of delivery by hand or mail, when delivered;

8.1.2                   in the case of fax, 12 (twelve) hours after the time of
                        dispatch,

                provided that, where (in the case of delivery by hand or by
                fax), such delivery or transmission occurs after 18h00 on a
                Business Day or on a day which is not a Business Day, service
                shall be deemed to occur at 09h00 on the next following Business
                Day. References to time in this clause are to local time in the
                country of the addressee.

8.2             The Parties choose for the purposes of this Agreement the
                following addresses:

8.2.1                   The Lender:       45 Empire Road
                                          Parktown
                                          Johannesburg
                                          South Africa
                                          Attn: The Company Secretary
                                          Fax No: 011 482 1022

8.2.2                   The Borrower:     ERPM
                                          Main Office
                                          Cnr Main Reef and Pretoria Road
                                          Boksburg



                                     Page 12

                                          Attn:  Dr P Ncholo
                                          Fax No:  011 917 2542

8.3             In proving such service it shall be sufficient to prove that the
                envelope containing such notice was properly addressed and
                delivered to the address shown thereon or that the fax was sent
                after obtaining in person or by telephone appropriate evidence
                of the capacity of the addressee to receive the same, as the
                case may be.

8.4             All notices or formal communications under or in connection with
                this Agreement shall be in the English language or, if in any
                other language, accompanied by a translation into English. In
                the event of any conflict between the English text and the text
                in any other language, the English text shall prevail.

9.      ARBITRATION

9.1             Any dispute arising out of this Agreement or the interpretation
                thereof, both while in force and after its termination, shall be
                submitted to and determined by arbitration. Any Party may demand
                arbitration by notice in writing to the other Party. Such
                arbitration shall be held in Johannesburg unless otherwise
                agreed to in writing and shall be held in a summary manner with
                a view to it being completed as soon as possible.

9.2             There shall be 1 (one) arbitrator who shall be, where the
                question in issue is:

9.2.1                   primarily an accounting matter, an independent chartered
                        accountant of 10 (ten) years standing;

9.2.2                   primarily a legal matter, a practising Senior Counsel;
                        or

9.2.3                   primarily a technical matter, a suitably qualified
                        person.

9.3             The appointment of the arbitrator shall be agreed upon between
                the Parties in writing but, failing agreement between them,
                within a period of 14 (fourteen)



                                     Page 13

                days after the arbitration has been demanded in terms of clause
                9.1, any Party shall be entitled to request the President for
                the time being of the Law Society of the Northern Provinces to
                make the appointment, who shall, in making his appointment, to
                have regard to the nature of the dispute.

9.4             The arbitrator shall have the powers conferred upon an
                arbitrator under the Arbitration Act, 1965 (as amended), but
                shall not be obliged to follow the procedures prescribed in that
                Act and shall be entitled to decide on such procedures as he may
                consider desirable for the speedy determination of the dispute,
                and in particular he shall have the sole and absolute discretion
                to determine whether and to what extent it shall be necessary to
                file pleadings, make discovery of documents or hear oral
                evidence.

9.5             The decision of the arbitrator shall be final and binding on the
                Parties and may be made an order of any court of competent
                jurisdiction. The Parties hereby submit themselves to the
                non-exclusive jurisdiction of the Witwatersrand Local Division
                of the High Court of South Africa, or any successor thereto,
                should any Party wish to make the arbitrator's decision an order
                of that Court.

10.     GENERAL

10.1            COMMUNICATIONS BETWEEN THE PARTIES

                All notices and demands given by or on behalf of either Party to
                the other shall be in English or accompanied by a certified
                translation into English.

10.2            REMEDIES

                No remedy conferred by this Agreement is intended to be
                exclusive of any other remedy which is otherwise available at
                law, by statute or otherwise. Each remedy shall be cumulative
                and in addition to every other remedy given hereunder or now or
                hereafter existing at law, by statute or otherwise. The election
                of any one or more remedy by any of the Parties shall not
                constitute a waiver by such Party of the right to pursue any
                other remedy.



                                     Page 14

10.3            SEVERANCE

                If any provision of this Agreement, which is not material to its
                efficacy as a whole, is rendered void, illegal or unenforceable
                in any respect under any law, the validity, legality and
                enforceability of the remaining provisions shall not in any way
                be affected or impaired thereby and the Parties shall endeavour
                in good faith to agree an alternative provision to the void,
                illegal or unenforceable provision.

10.4            SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

                Termination of this Agreement for any cause shall not release a
                Party from any liability which at the time of termination has
                already accrued to such Party or which thereafter may accrue in
                respect of any act or omission prior to such termination.

10.5            COSTS

                Each Party shall bear its own costs incurred by it to its
                attorneys and other professional advisors for the preparation
                and signing of this Agreement.

10.6            ENTIRE AGREEMENT

                This Agreement constitutes the entire agreement between the
                Parties in relation to its subject matter and save as otherwise
                expressly provided no modification, amendment or waiver of any
                of the provisions of this Agreement or any agreement to cancel
                or terminate it shall be effective unless made in writing
                specifically referring to this Agreement and duly signed by the
                Parties.

10.7            NO PARTNERSHIP

                Nothing in this Agreement shall be deemed to constitute a
                partnership between the Parties (or any of them) or constitute
                any Party the agent of any other Party for any purpose.



                                     Page 15

10.8            FURTHER ASSURANCE

                Each Party shall co-operate with the other Party and execute and
                deliver to the other Party such other instruments and documents
                and take such other actions as may be reasonably requested from
                time to time in order to carry out, evidence and confirm the
                rights and the intended purpose of this Agreement.

10.9            COUNTERPARTS

                This Agreement may be signed in any number of counterparts, all
                of which taken together shall constitute one and the same
                instrument. Any Party may enter into this Agreement by signing
                any such counterpart.

10.10           SUCCESSORS BOUND

                This Agreement shall be binding on and shall inure for the
                benefit of the successors and assigns and personal
                representatives (as the case may be) of each of the Parties.

10.11           GOOD FAITH

                Each of the Parties undertakes with each of the others to do all
                things reasonably within its power which are necessary or
                desirable to give effect to the spirit and intent of this
                Agreement.

10.12           ASSIGNMENT

                The Lender shall be entitled to assign all of its rights and
                obligations under this Agreement without the consent of the
                Borrower and the Borrower shall not be entitled to delegate any
                of its obligations under this Agreement.



                                     Page 16

SIGNED at Johannesburg          on                      12 June 2002.

                                        For: DURBAN ROODEPOORT DEEP,
                                             LIMITED

                                        /s/ Mark Wellesley-Wood
                                        ----------------------------------------
                                        Signatory: Mark Wellesley-Wood
                                        Capacity:  Director
                                        Authority: Resolution


SIGNED at                       on                             2002.

                                        For:  KHUMO BATHONG HOLDINGS
                                              (PROPRIETARY) LIMITED

                                        /s/ M.P. Ncholo
                                        ----------------------------------------
                                        Signatory: M.P. Ncholo
                                        Capacity:  CEO
                                        Authority: Resolution



                                                ANNEXURE A TO THE LOAN AGREEMENT

PLEDGE AGREEMENT


between :


DURBAN ROODEPOORT DEEP, LIMITED


and


KHUMO BATHONG HOLDINGS (PROPRIETARY) LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                           
1.  DEFINITIONS................................................................3
2.  CONDITION PRECEDENT........................................................5
3.  PLEDGE.....................................................................5
4.  DURATION OF PLEDGE.........................................................6
5.  DELIVERY OF SHARE CERTIFICATES.............................................6
6.  PRIOR PLEDGES..............................................................6
7.  EVENT OF DEFAULT...........................................................6
8.  POWER OF ATTORNEY..........................................................8
9.  CERTIFICATE OF INDEBTEDNESS................................................8
10. NOTICES....................................................................9
11. GENERAL...................................................................10





                                     Page 3

WHEREAS:

A.      DRD and KBH have entered into the Loan Agreement in terms of which DRD
        agreed to lend to KBH, and KBH agreed to borrow from DRD, an amount of
        R5 276 550 (five million two hundred and seventy thousand and five
        hundred and fifty Rand).

B.      One of the requirements of the Loan Agreement is that KBH must pledge 48
        928 824 (forty eight million nine hundred and twenty eight thousand
        eight hundred and twenty four) ordinary shares of R1 (one Rand) each in
        the issued share capital of ERPM to DRD, as security for the Loan.

C.      This Agreement is intended to record the terms of that pledge.

THE PARTIES ACCORDINGLY RECORD THAT:

1.      DEFINITIONS

        For the purposes of this Agreement, and the preamble, unless the context
        indicates otherwise, the words and expressions set out below shall have
        the meanings assigned to them, namely:

1.1                     "this Agreement"     means this pledge agreement;

1.2                     "Business Day"       means any day other than a
                                             Saturday, Sunday or statutory
                                             holiday in South Africa;

1.3                     "KBH"                means Khumo Bathong Holdings
                                             (Proprietary) Limited, a company
                                             registered in accordance with the
                                             laws of South Africa under
                                             Registration Number 1998/007456/06;

1.4                     "DRD"                means Durban Roodepoort Deep,
                                             Limited, a company registered in
                                             accordance with the laws of South
                                             Africa under Registration Number
                                             1895/000926/06;



                                     Page 4

1.5                     "Effective Date"     means the date and time on which
                                             this Agreement becomes
                                             unconditional in terms of clause 2;

1.6                     "ERPM"               East Rand Proprietary Mines
                                             Limited, a company registered in
                                             accordance with the laws of the
                                             South Africa under Registration
                                             Number 1893/000773/06;

1.7                     "Event of Default"   means any one of the events
                                             specified in clause 7;

1.8                     "Loan"               means the amount of R5 276 550
                                             (five million two hundred and
                                             seventy six thousand and five
                                             hundred and fifty Rand) which KBH
                                             agreed to borrow from DRD, and DRD
                                             agreed to lend to KBH, in terms of
                                             the Loan Agreement;

1.9                     "Loan Agreement"     means the Loan Agreement in terms
                                             of which DRD agreed to lend to KBH,
                                             and KBH agreed to borrow from DRD
                                             and to which this Agreement is
                                             attached as Annexure A;

1.10                    "DRD"                means Durban Roodepoort Deep,
                                             Limited, a company registered in
                                             accordance with the laws of South
                                             Africa under Registration Number
                                             1895/000926/06;

1.11                    "Parties"            means the DRD and KBH and "Party"
                                             means either one of them;

1.12                    "Pledged Shares"     means 48 928 824 (forty eight
                                             million nine hundred and twenty
                                             eight thousand eight



                                     Page 5

                                             hundred and twenty four) ordinary
                                             shares of R1 (one Rand) each in the
                                             issued share capital of ERPM;

1.13                    "South Africa"       means the Republic of South Africa
                                             as constituted from time to time;
                                             and

1.14                    "Signature Date"     means the last date on which this
                                             Agreement is signed by the Parties.

2.      CONDITION PRECEDENT

        The whole of this Agreement (except for this clause 2 and clauses 1, 10,
        ERROR! REFERENCE SOURCE NOT FOUND. and 11) shall be subject to the
        condition precedent that the Loan Agreement is duly entered into by the
        Parties and that the condition precedent to which it is subject is
        fulfilled, failing which this Agreement will not take effect and the
        Parties shall have no claim against each other of any nature whatsoever
        arising from the provisions of this Agreement.

3.      PLEDGE

3.1             KBH agrees to pledge all of the Pledged Shares to DRD, which
                accepts such pledge, upon and subject to the terms and
                conditions of this Agreement, as security for all of the
                obligations of KBH under the Loan Agreement.

3.2             In order to perfect the pledge of the Pledged Shares, KBH
                hereby, and with effect from the Effective Date, cedes to DRD,
                which accepts such cession, all of the Pledged Shares together
                with all its rights in and under those shares.



                                     Page 6

4.      DURATION OF PLEDGE

        The pledge of the Pledged Shares referred to in clause 3 shall take
        effect on the Effective Date and shall remain in force as a continuing
        covering security until all of KBH's obligations under the Loan
        Agreement have been fulfilled.

5.      DELIVERY OF SHARE CERTIFICATES

5.1             KBH shall, upon the Effective Date deliver to DRD the share
                certificates for the Pledged Shares and do everything else which
                may be required of it in order further to perfect this Agreement
                in so far as may be necessary.

5.2             KBH and DRD shall ensure that the share certificates delivered
                in terms of clause 5.1 are endorsed to the effect that the
                Pledged Shares have been pledged and ceded to DRD, and KBH shall
                procure that the register of members of ERPM also contains a
                reference to that fact.

6.      PRIOR PLEDGES

        KBH hereby warrants that it has not pledged or ceded any of the Pledged
        Shares or any rights in and to any of the Pledged Shares to any other
        person and that the Pledged Shares and all rights in and to them are
        free of any encumbrance and are capable of being pledged and ceded by
        KBH without restriction. If it so transpires that KBH has so pledged or
        ceded the Pledged Shares or any rights in and to them then, without
        prejudice to any rights which DRD may have as a result of the breach of
        this warranty, this Agreement shall constitute a cession of all of KBH's
        rights against any such prior pledgee or cessionary.

7.      EVENT OF DEFAULT

7.1             For the purposes of this Agreement, each of the following events
                shall be regarded as an Event of Default by KBH:



                                     Page 7

7.1.1                   if KBH commits a breach of any of its obligations under
                        the Loan Agreement or any of the terms of this Agreement
                        and fails to remedy the breach within 14 (fourteen) days
                        of receiving written notice to do so; or

7.1.2                   if any provisional or final order is made or an
                        effective resolution is passed for the winding up of
                        KBH; or

7.1.3                   if any provisional or final order is made for the
                        judicial management of KBH; or

7.1.4                   if KBH enters into any scheme of arrangement or
                        compromise with its creditors or any class of them.

7.2             Should any Event of Default occur, DRD shall be entitled,
                without an order of court, and is irrevocably authorised in rem
                suam:

7.2.1                   to claim immediate payment of all monies owed under by
                        KBH the Loan Agreement whether or not they are then due;

7.2.2                   to exercise in such manner as DRD deems fit all of DRD's
                        rights in respect of the Pledged Shares, including but
                        not limited to, all voting rights attaching to the
                        Pledged Shares and the right to requisition any meeting
                        of ERPM for any purpose whatsoever;

7.2.3                   for the purposes of exercising the rights referred to in
                        clause 7.2.2, to have the Pledged Shares registered in
                        DRD's name or in the name of DRD's nominee(s) in ERPM's
                        register of members;

7.2.4                   to sell the whole or any part of the Pledged Shares to
                        such person in such manner and on such terms and
                        conditions as DRD deems fit or purchase the Pledged
                        Shares itself, but always at a fair price, and to have
                        the Pledged Shares transferred to any such person or to
                        it itself pursuant to any such purchase;



                                     Page 8

7.2.5                   for the purposes of any sale in terms of clause 7.2.4,
                        to institute any legal proceedings which DRD may deem
                        necessary and give effective receipts for the discharge
                        of the purchase price of any of the Pledged Shares so
                        sold by DRD, provided that after the payment of all
                        costs and expenses in connection with any such sale or
                        legal proceedings and all amounts secured by this
                        Agreement, any balance of the proceeds of any such sale
                        shall be paid to KBH;

7.2.6                   to sign in KBH's name and on KBH's behalf all transfer
                        forms and other documents which may be required to give
                        effect to the transfer of the Pledged Shares or any part
                        of them in terms of any sale or purchase effected in
                        terms of clause 7.2.4; and

7.2.7                   generally to do everything else which may be required by
                        DRD and to sign any document which it considers
                        necessary for the purposes of or to give effect to DRD's
                        rights hereunder.

8.      POWER OF ATTORNEY

        Pursuant to this Agreement, and notwithstanding the provisions of clause
        8 above, KBH hereby grants DRD an irrevocable power of attorney, in rem
        suam, to exercise all the rights of action and powers and rights
        accruing to DRD as the pledgee of the Pledged Shares and to institute
        whatsoever legal proceedings DRD may consider necessary to prove its
        right and title as the pledgee of the Pledged Shares.

9.      CERTIFICATE OF INDEBTEDNESS

        A certificate signed by DRD showing the amount of KBH's indebtedness to
        DRD or any dividends, moneys, shares or other assets received by KBH in
        respect of the Pledged Shares or the proceeds of any sale, disposal or
        realisation of the Pledged Shares or any part thereof, in each case at
        the date of that certificate, shall be -

9.1             prima facie evidence of amounts and other particulars shown in
                that certificate; and



                                     Page 9

9.2             binding on KBH (unless it proves the incorrectness of the
                certificate) in any proceedings instituted in any competent
                court for the purposes of obtaining provisional sentence or
                judgement against it.

10.     NOTICES

10.1            Any notice or other formal communication to be given under this
                Agreement shall be in writing and signed by or on behalf of the
                Party giving it and may be served by sending it by fax,
                delivering it by hand or sending it by registered mail with
                acknowledgement of receipt to the address and for the attention
                of the relevant Party set out in clause 10.2 (or as otherwise
                duly notified from time to time). Any notice so served by hand,
                fax or post shall be deemed to have been received:

10.1.1                  in the case of delivery by hand or mail, when delivered;

10.1.2                  in the case of fax, 12 (twelve) hours after the time of
                        dispatch;

                provided that, where (in the case of delivery by hand or by
                fax), such delivery or transmission occurs after 18h00 on a
                Business Day or on a day which is not a Business Day, service
                shall be deemed to occur at 09h00 on the next following Business
                Day. References to time in this clause are to local time in the
                country of the addressee.

10.2            The Parties choose for the purposes of this Agreement the
                following addresses:

10.2.1                  DRD:            45 Empire Road
                                        Parktown
                                        Johannesburg
                                        South Africa
                                        Attn: The Company Secretary
                                        Fax No: 011 482 1022



                                     Page 10

10.2.2                  KBH:            ERPM
                                        Main Office
                                        Cnr Main Reef and Pretoria Road
                                        Boksburg
                                        Attn:  Dr P Ncholo
                                        Fax No:  011 917 2542

10.3            In proving such service it shall be sufficient to prove that the
                envelope containing such notice was properly addressed and
                delivered to the address shown thereon or that the fax was sent
                after obtaining in person or by telephone appropriate evidence
                of the capacity of the addressee to receive the same, as the
                case may be.

10.4            All notices or formal communications under or in connection with
                this Agreement shall be in the English language or, if in any
                other language, accompanied by a translation into English. In
                the event of any conflict between the English text and the text
                in any other language, the English text shall prevail.

11.     GENERAL

11.1            COMMUNICATIONS BETWEEN THE PARTIES

                All notices and demands given by or on behalf of either Party to
                the other shall be in English or accompanied by a certified
                translation into English.

11.2            REMEDIES

                No remedy conferred by this Agreement is intended to be
                exclusive of any other remedy which is otherwise available at
                law, by statute or otherwise. Each remedy shall be cumulative
                and in addition to every other remedy given hereunder or now or
                hereafter existing at law, by statute or otherwise. The election
                of any one or more remedy by any of the Parties shall not
                constitute a waiver by such Party of the right to pursue any
                other remedy.



                                     Page 11

11.3            SEVERANCE

                If any provision of this Agreement, which is not material to its
                efficacy as a whole, is rendered void, illegal or unenforceable
                in any respect under any law, the validity, legality and
                enforceability of the remaining provisions shall not in any way
                be affected or impaired thereby and the Parties shall endeavour
                in good faith to agree an alternative provision to the void,
                illegal or unenforceable provision.

11.4            SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

                Termination of this Agreement for any cause shall not release a
                Party from any liability which at the time of termination has
                already accrued to such Party or which thereafter may accrue in
                respect of any act or omission prior to such termination.

11.5            COSTS

                Each Party shall bear its own costs incurred by it to its
                attorneys and other professional advisors for the preparation
                and signing of this Agreement.

11.6            ENTIRE AGREEMENT

                This Agreement constitutes the entire agreement between the
                Parties in relation to its subject matter and save as otherwise
                expressly provided no modification, amendment or waiver of any
                of the provisions of this Agreement or any agreement to cancel
                or terminate it shall be effective unless made in writing
                specifically referring to this Agreement and duly signed by the
                Parties.

11.7            FURTHER ASSURANCE

                Each Party shall co-operate with the other Party and execute and
                deliver to the other Party such other instruments and documents
                and take such other actions as may be reasonably requested from
                time to time in order to carry



                                     Page 12

                out, evidence and confirm the rights and the intended purpose of
                this Agreement.

11.8            COUNTERPARTS

                This Agreement may be signed in any number of counterparts, all
                of which taken together shall constitute one and the same
                instrument. Any Party may enter into this Agreement by signing
                any such counterpart.

11.9            SUCCESSORS BOUND

                This Agreement shall be binding on and shall inure for the
                benefit of the successors and assigns and personal
                representatives (as the case may be) of each of the Parties.

11.10           GOOD FAITH

                Each of the Parties undertakes with each of the others to do all
                things reasonably within its power which are necessary or
                desirable to give effect to the spirit and intent of this
                Agreement.


SIGNED at                         on                          2002.

                                        For: DURBAN ROODEPOORT DEEP,
                                             LIMITED


                                        ----------------------------------------
                                        Signatory:
                                        Capacity:
                                        Authority:



                                     Page 13

SIGNED at                         on                          2002.

                                        For: KHUMO BATHONG HOLDINGS
                                             (PROPRIETARY) LIMITED


                                        ----------------------------------------
                                        Signatory:
                                        Capacity:
                                        Authority:

EX-4.42

                                                                    EXHIBIT 4.42

MEMORANDUM OF LOAN AGREEMENT NO.1


between :


DURBAN ROODEPOORT DEEP, LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                           
1.   DEFINITIONS...............................................................3
2.   THE LOAN..................................................................5
3.   UNDERTAKINGS BY THE BORROWER..............................................5
4.   EVENTS OF DEFAULT.........................................................6
5.   CESSION AND DELEGATION BY THE LENDER......................................8
6.   CESSION AND DELEGATION BY THE BORROWER....................................9
7.   NOTICES...................................................................9
8.   ARBITRATION..............................................................10
9.   GENERAL..................................................................11





                                     Page 3

WHEREAS:

A.   This Memorandum records a Loan made by the Lender to the Borrower on the
     terms and subject to the conditions recorded in this Memorandum.

B.   In terms of this Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R875 000 (eight hundred and
     seventy five thousand Rand), which entire amount has been drawn down.

C.   The Borrower and the Lender wish to record the terms and conditions of the
     Loan in this Memorandum.

THE PARTIES ACCORDINGLY RECORD THAT :

1.   DEFINITIONS

     For the purposes of this Memorandum, and the preamble, unless the context
     indicates otherwise, the words and expressions set out below shall have the
     meanings assigned to them, namely:

1.1  "Business Day"             means any day other than a Saturday, Sunday or
                                statutory holiday in South Africa;

1.2  "Borrower"                 means Crown Gold Recoveries (Proprietary)
                                Limited, a company registered in accordance with
                                the laws of South Africa under Registration
                                Number 1988/005115/07;

1.3  "Effective Date"           means 13 November 2001;

1.4  "Event of Default"         means any one of the events specified in
                                clause 4;

1.5  "Indebtedness"             means any loan, debt, guarantee, indemnity or
                                other obligation now or hereafter existing
                                valued in excess of R500 000 (five hundred
                                thousand Rand);



                                     Page 4

1.6  "Loan"                     means the amount of R875 000 (eight hundred and
                                seventy five thousand Rand) which the Borrower
                                agreed to borrow from the Lender and the Lender
                                agreed to lend to the Borrower, for the purpose
                                of the processing the fleurhof material at the
                                Rand Leases Plant, and which entire amount has
                                been drawn down by the Borrower and is still
                                outstanding;

1.7  "the Lender"               means Durban Roodepoort Deep, Limited, a company
                                registered in accordance with the laws of South
                                Africa under Registration Number 1895/000926/06;

1.8  "this Memorandum"          means this memorandum of loan agreement;

1.9  "Parties"                  means the Borrower and the Lender and "Party"
                                means either one of them;

1.10 "Prime Rate"               shall mean the publicly quoted basic rate of
                                interest generally levied by The Standard Bank
                                of South Africa Limited from time to time in
                                South Africa on overdraft to its first class
                                corporate borrowers, calculated on a 365 (three
                                hundred and sixty five) day factor, irrespective
                                of whether or not the year is a leap year, it
                                being recorded that a certificate signed by any
                                manager of The Standard Bank of South Africa
                                Limited (whose appointment shall not be
                                necessary to prove), shall constitute prima
                                facie proof of the ruling prime rate at the
                                relevant time in the event of there being a
                                dispute in relation thereto; and

1.11 "South Africa"             means the Republic of South Africa as
                                constituted



                                     Page 5

                                from time to time.

2.   THE LOAN

     It is recorded that the Lender agreed to lend to the Borrower, and the
     Borrower borrowed from the Lender, the Loan on the following terms:

2.1       the Loan was unsecured;

2.2       the Loan was repayable on demand, and

2.3       the Loan has been bearing interest from the Effective Date at the
          Prime Rate plus 15% (fifteen percent) of the Prime Rate payable
          annually in arrear on the 3rd (third) Business Day after each
          anniversary of the Effective Date and the capital amount of the Loan
          is repayable within 3 (three) years of the Effective Date.

3.   UNDERTAKINGS BY THE BORROWER

3.1       The Borrower undertakes to the Lender that until the Loan has been
          repaid in full by the Borrower to the Lender:

3.1.1          the Borrower shall (immediately upon it becoming aware of such
               occurrence) notify the Lender of the occurrence of any Event of
               Default and of any other event which, with the giving of notice
               or lapse of time or both, might constitute an Event of Default
               and at the same time inform the Lender of any action taken or
               proposed to be taken in connection with that Event of Default;

3.1.2          the Borrower will continue its business, being the conduct of
               mining operations;

3.1.3          the Borrower shall maintain in full force and effect all
               authorisations, approvals, licences, registrations, consent or
               declarations from all



                                     Page 6

               legislative bodies of government, ministries, agencies or other
               authorities required by the laws of South Africa or otherwise
               appropriate in order for the Borrower-

3.1.3.1             to incur the obligations expressed to be assumed by it in or
                    pursuant to this Memorandum;

3.1.3.2             to execute and deliver all other documents and instruments
                    to be delivered by it pursuant to this Memorandum;

3.1.3.3             to perform and observe the terms and provisions of this
                    Memorandum;

3.1.3.4             to make all payments expressed to be required under this
                    Memorandum; and

3.1.3.5             to render this Memorandum legal, valid, binding, enforceable
                    and admissible in evidence.

3.2       The Borrower shall promptly furnish the Lender with such evidence of
          authority, authenticated specimen signatures and other documents and
          information as the Lender may reasonably request, on the request of
          the Lender, and perform all such other acts as may be necessary to
          carry out the intent of this Memorandum.

4.   EVENTS OF DEFAULT

4.1       If:

4.1.1          the Borrower shall for any reason fail duly and promptly to
               perform or observe any of the other obligations or undertakings
               expressed to be binding on or undertaken in or pursuant to this
               Memorandum; or

4.1.2          a moratorium is declared on the discharge of Indebtedness of the
               Borrower or the Borrower is unable to pay its debts generally as
               they



                                     Page 7

               become due and payable or stops or threatens to stop or suspends
               payment of any sum over R500 000 (five hundred thousand Rand)
               expressed to be payable by it in or pursuant to this Memorandum
               or of its debts generally or otherwise becomes insolvent or shall
               convene a meeting for the purposes of making, or shall propose or
               enter into, any arrangement or composition for the benefit of any
               one or more of its creditors or shall commence negotiations with
               any one or more of its creditors with a view to a readjustment or
               rescheduling of its Indebtedness or with a view to the avoidance
               of circumstances in which it would or might be obliged to declare
               a moratorium on the discharge of its Indebtedness; or

4.1.3          any person becomes entitled to take possession of or realise or
               otherwise apply any of the assets of the Borrower or to cause
               such assets to be realised in satisfaction of any obligation of
               the Borrower to such person and such event would or might, either
               directly or indirectly, materially affect the Borrower's ability
               to perform any of the obligations expressed to be assumed by it
               in or pursuant to this Memorandum; or

4.1.4          if any action or proceeding of or before any judicial,
               administrative, governmental or other authority or arbitrator
               commences (and is not stayed or discharged within 15 (fifteen)
               calendar days thereafter) to enjoin or restrain the performance
               or observance by the Borrower of the terms of this Memorandum or
               in any manner to question the right and power of the Borrower to
               enter into, exercise its rights under and perform and observe the
               terms of this Memorandum or the legality, validity,
               enforceability, binding nature or admissibility in evidence of
               this Memorandum; or

4.1.5          if it becomes or proves to be unlawful or impossible for the
               Borrower duly and promptly to perform or observe any of the
               obligations or undertakings expressed to be binding on or
               undertaken by it in or pursuant to this Memorandum,



                                     Page 8

               then and in any case the Borrower shall forthwith notify the
               Lender of the occurrence of such event which (regardless of
               whether such notice shall have been given) shall constitute an
               Event of Default. At any time after the occurrence of an Event of
               Default the Lender may, by written notice to the Borrower,
               declare the Loan to be immediately due and payable.

4.2            If the Loan is declared immediately due and payable pursuant to
               clause 4.1, the Borrower shall immediately pay to the Lender the
               amount due under the Loan.

5.   CESSION AND DELEGATION BY THE LENDER

5.1            The Lender may at any time and from time to time cede all or any
               part of its rights and benefits and delegate all or any part of
               its obligations under this Memorandum to another person (an
               "Assignee").

5.2            For this purpose the Lender may disclose to a potential or actual
               Assignee such credit and other information relating to the
               Borrower and its financial condition as the Borrower shall have
               made available to the Lender or as shall be known to the Lender
               otherwise howsoever.

5.3            If the Lender cedes any part of its rights and benefits and
               delegates any part of its obligations under this Memorandum then
               all references in this Memorandum to the Lender shall thereafter
               be construed as references to the Lender and its Assignee to the
               extent of their respective participations.

5.4            The expression "Lender" wherever used in this Memorandum shall
               include every Assignee of the Lender and every successor in title
               of any such Assignee or of the Lender.



                                     Page 9

6.   CESSION AND DELEGATION BY THE BORROWER

     The rights and obligations of the Borrower under this Memorandum are
     personal to the Borrower and accordingly the Borrower shall not cede any of
     its rights or benefits or delegate any of its obligations under this
     Memorandum either in whole or in part.

7.   NOTICES

7.1       Any notice or other formal communication to be given under this
          Memorandum shall be in writing and signed by or on behalf of the Party
          giving it and may be served by sending it by fax, delivering it by
          hand or sending it by registered mail with acknowledgement of receipt
          to the address and for the attention of the relevant Party set out in
          clause 7.2 (or as otherwise duly notified from time to time). Any
          notice so served by hand, fax or post shall be deemed to have been
          received:

7.1.1          in the case of delivery by hand or mail, when delivered;

7.1.2          in the case of fax, 12 (twelve) hours after the time of dispatch;

          provided that, where (in the case of delivery by hand or by fax), such
          delivery or transmission occurs after 18h00 on a Business Day or on a
          day which is not a Business Day, service shall be deemed to occur at
          09h00 on the next following Business Day. References to time in this
          clause are to local time in the country of the addressee.

7.2       The Parties choose for the purposes of this Memorandum the following
          addresses:

7.2.1          The Lender:      45 Empire Road
                                Parktown
                                Johannesburg
                                South Africa



                                     Page 10

                                Attn: The Company Secretary
                                Fax No: 011 482 1022;

7.2.2          The Borrower:    45 Empire Road
                                Parktown
                                Johannesburg
                                South Africa
                                Attn: The Company Secretary
                                Fax No: 011 82 1022

7.3       In proving such service it shall be sufficient to prove that the
          envelope containing such notice was properly addressed and delivered
          to the address shown thereon or that the fax was sent after obtaining
          in person or by telephone appropriate evidence of the capacity of the
          addressee to receive the same, as the case may be.

7.4       All notices or formal communications under or in connection with this
          Memorandum shall be in the English language or, if in any other
          language, accompanied by a translation into English. In the event of
          any conflict between the English text and the text in any other
          language, the English text shall prevail.

8.   ARBITRATION

8.1       Any dispute arising out of this Memorandum or the interpretation
          thereof, both while in force and after its termination, shall be
          submitted to and determined by arbitration. Any Party may demand
          arbitration by notice in writing to the other Party. Such arbitration
          shall be held in Johannesburg unless otherwise agreed to in writing
          and shall be held in a summary manner with a view to it being
          completed as soon as possible.

8.2       There shall be 1 (one) arbitrator who shall be, where the question and
          issue is:



                                     Page 11

8.2.1          primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

8.2.2          primarily a legal matter, a practising Senior Counsel; or

8.2.3          primarily a technical matter, a suitably qualified person.

8.3       The appointment of the arbitrator shall be agreed upon between the
          Parties in writing but, failing agreement between them, within a
          period of 14 (fourteen) days after the arbitration has been demanded
          in terms of clause 8.1, any party shall be entitled to request the
          President for the time being of the Law Society of the Northern
          Provinces to make the appointment who shall, in making his
          appointment, have regard to the nature of the dispute.

8.4       The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965 (as amended), but shall not be obliged
          to follow the procedures prescribed in that Act and shall be entitled
          to decide on such procedures as he may consider desirable for the
          speedy determination of the dispute, and in particular he shall have
          the sole and absolute discretion to determine whether and to what
          extent it shall be necessary to file pleadings, make discovery of
          documents or hear oral evidence.

8.5       The decision of the arbitrator shall be final and binding on the
          Parties and may be made an order of any court of competent
          jurisdiction. The Parties hereby submit themselves to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa, or any successor thereto, should any Party
          wish to make the arbitrator's decision an order of that Court.

9.   GENERAL

9.1       COMMUNICATIONS BETWEEN THE PARTIES

          All notices and demands given by or on behalf of either Party to the
          other shall be in English or accompanied by a certified translation
          into English.



                                     Page 12

9.2       REMEDIES

          No remedy conferred by this Memorandum is intended to be exclusive of
          any other remedy which is otherwise available at law, by statute or
          otherwise. Each remedy shall be cumulative and in addition to every
          other remedy given hereunder or now or hereafter existing at law, by
          statute or otherwise. The election of any one or more remedy by any of
          the Parties shall not constitute a waiver by such Party of the right
          to pursue any other remedy.

9.3       SEVERANCE

          If any provision of this Memorandum, which is not material to its
          efficacy as a whole, is rendered void, illegal or unenforceable in any
          respect under any law, the validity, legality and enforceability of
          the remaining provisions shall not in any way be affected or impaired
          thereby and the Parties shall endeavour in good faith to agree an
          alternative provision to the void, illegal or unenforceable provision.

9.4       SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

          Termination of this Memorandum for any cause shall not release a Party
          from any liability which at the time of termination has already
          accrued to such Party or which thereafter may accrue in respect of any
          act or omission prior to such termination.

9.5       COSTS

          Each Party shall bear its own costs incurred by it to its attorneys
          and other professional advisors for the preparation and signing of
          this Memorandum.

9.6       ENTIRE AGREEMENT

          This Memorandum constitutes the entire agreement between the Parties
          in relation to its subject matter and save as otherwise expressly
          provided no modification, amendment or waiver of any of the provisions
          of this Memorandum or any agreement to cancel or terminate it shall be
          effective



                                     Page 13

          unless made in writing specifically referring to this Memorandum and
          duly signed by the Parties.

9.7       NO PARTNERSHIP

          Nothing in this Memorandum shall be deemed to constitute a partnership
          between the Parties (or any of them) or constitute any Party the agent
          of any other Party for any purpose.

9.8       FURTHER ASSURANCE

          Each Party shall co-operate with the other Party and execute and
          deliver to the other Party such other instruments and documents and
          take such other actions as may be reasonably requested from time to
          time in order to carry out, evidence and confirm the rights and the
          intended purpose of this Memorandum.

9.9       COUNTERPARTS

          This Memorandum may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Memorandum by signing any such counterpart.

9.10      SUCCESSORS BOUND

          This Memorandum shall be binding on and shall inure for the benefit of
          the successors and assigns and personal representatives (as the case
          may be) of each of the Parties.

9.11      GOOD FAITH

          Each of the Parties undertakes with each of the others to do all
          things reasonably within its power which are necessary or desirable to
          give effect to the spirit and intent of this Memorandum.



                                     Page 14

SIGNED at Johannesburg on 12 June 2002.


                                          For:  DURBAN ROODEPOORT DEEP, LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Signatory: Mark Wellesley-Wood
                                          Capacity: Director
                                          Authority: Resolution


SIGNED at Johannesburg on 12 June 2002.


                                          For:  CROWN GOLD RECOVERIES
                                                (PROPRIETARY) LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Signatory: Mark Wellesley-Wood
                                          Capacity: Director
                                          Authority: Resolution

EX-4.43

                                                                   EXHIBIT 4.43

MEMORANDUM OF LOAN AGREEMENT NO. 2


between :


DURBAN ROODEPOORT DEEP, LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                           
1.   DEFINITIONS...............................................................3
2.   THE  LOAN.................................................................5
3.   UNDERTAKINGS BY THE BORROWER..............................................6
4.   EVENTS OF DEFAULT.........................................................7
5.   CESSION AND DELEGATION BY THE LENDER......................................8
6.   CESSION AND DELEGATION BY THE BORROWER....................................9
7.   NOTICES...................................................................9
8.   ARBITRATION..............................................................11
9.   GENERAL..................................................................12





                                     Page 3

WHEREAS:

A.   This Memorandum records a Loan made by the Lender to the Borrower on the
     terms and subject to the conditions recorded in this Memorandum.

B.   In terms of an unsecured loan note issued by the Borrower to Crown
     Consolidated Gold Recoveries Limited, Crown Consolidated Gold Recoveries
     Limited agreed to lend an amount of R25 000 000 (twenty five million Rand)
     to the Borrower.

C.   The Lender discharged the obligations of Crown Consolidated Gold Recoveries
     Limited to the Borrower and in return the unsecured loan note was ceded by
     Crown Consolidated Gold Recoveries Limited to the Lender.

D.   At the Signature Date, the amount outstanding under the loan note amounts
     to R37 716 875 (thirty seven million seven hundred and sixteen thousand and
     eight hundred and seventy five Rand) and the Lender and the Borrower wish
     to record the terms governing the repayment of this amount in this
     memorandum.

THE PARTIES ACCORDINGLY RECORD THAT :

1.   DEFINITIONS

     For the purposes of this Memorandum, and the preamble, unless the context
     indicates otherwise, the words and expressions set out below shall have the
     meanings assigned to them, namely:

1.1  "Business Day"             means any day other than a Saturday, Sunday or
                                statutory holiday in South Africa;

1.2  "Borrower"                 means Crown Gold Recoveries (Proprietary)
                                Limited, a company registered in accordance with
                                the laws of South Africa under Registration
                                Number 1988/005115/07;

1.3  "Crown Consolidated Gold   means Crown Consolidated Gold Recoveries



                                     Page 4

     Recoveries Limited"        Limited, a company registered in accordance with
                                the laws of South Africa under Registration
                                Number 1997/007865/06;

1.4  "Event of Default"         means any one of the events specified in
                                clause 4;

1.5  "Indebtedness"             means any loan, debt, guarantee, indemnity or
                                other obligation now or hereafter existing
                                valued in excess of R500 000 (five hundred
                                thousand Rand);

1.6  "Loan"                     means the amount of R37 716 875 (thirty seven
                                million seven hundred and sixteen thousand and
                                eight hundred and seventy five Rand) owing by
                                the Borrower to the Lender in terms of the
                                unsecured loan note referred to in the preamble
                                above;

1.7  "the Lender"               means Durban Roodepoort Deep, Limited, a company
                                registered in accordance with the laws of South
                                Africa under Registration Number 1895/000926/06;

1.8  "this Memorandum"          means this memorandum of loan agreement;

1.9  "Parties"                  means the Borrower and the Lender and "Party"
                                means either one of them;

1.10 "Prime Rate"               shall mean the publicly quoted basic rate of
                                interest generally levied by The Standard Bank
                                of South Africa Limited from time to time in
                                South Africa on overdraft to its first class
                                corporate borrowers, calculated on a 365 (three
                                hundred and sixty five) day factor, irrespective



                                     Page 5

                                of whether or not the year is a leap year, it
                                being recorded that a certificate signed by any
                                manager of The Standard Bank of South Africa
                                Limited (whose appointment shall not be
                                necessary to prove), shall constitute prima
                                facie proof of the ruling prime rate at the
                                relevant time in the event of there being a
                                dispute in relation thereto;

1.11 "Signature Date"           means the date of last signature of this
                                Memorandum; and

1.12 "South Africa"             means the Republic of South Africa as
                                constituted from time to time.

2.   THE LOAN

2.1       It is recorded that the Lender agreed to lend to the Borrower, and the
          Borrower borrowed from the Lender, the Loan on the following terms:

2.1.1          the Loan was unsecured; and

2.1.2          the Loan was repayable on demand.

2.2       Notwithstanding the provisions of clause 2.1, the Parties now agree
          that from the Signature Date, the Loan will start bearing interest at
          the Prime Rate plus 25% (twenty five per cent) of the Prime Rate,
          which interest will be payable annually in arrear on the 3rd (third)
          Business Day after each anniversary of the Signature Date, and the
          capital amount of the Loan will be repayable within 7 (seven) years of
          the Signature Date.



                                     Page 6

3.   UNDERTAKINGS BY THE BORROWER

3.1       The Borrower undertakes to the Lender that until the Loan has been
          repaid in full by the Borrower to the Lender:

3.1.1          the Borrower shall (immediately upon it becoming aware of such
               occurrence) notify the Lender of the occurrence of any Event of
               Default and of any other event which, with the giving of notice
               or lapse of time or both, might constitute an Event of Default
               and at the same time inform the Lender of any action taken or
               proposed to be taken in connection with that Event of Default;

3.1.2          the Borrower will continue its business, being the conduct of
               mining operations, including but not limited to the re-treatment
               of sand dumps, slime dumps and archive material deposits;

3.1.3          the Borrower shall maintain in full force and effect all
               authorisations, approvals, licences, registrations, consent or
               declarations from all legislative bodies of government,
               ministries, agencies or other authorities required by the laws of
               South Africa or otherwise appropriate in order for the Borrower-

3.1.3.1             to incur the obligations expressed to be assumed by it in or
                    pursuant to this Memorandum;

3.1.3.2             to execute and deliver all other documents and instruments
                    to be delivered by it pursuant to this Memorandum;

3.1.3.3             to perform and observe the terms and provisions of this
                    Memorandum;

3.1.3.4             to make all payments expressed to be required under this
                    Memorandum; and



                                     Page 7

3.1.3.5             to render this Memorandum legal, valid, binding, enforceable
                    and admissible in evidence.

3.2       The Borrower shall promptly furnish the Lender with such evidence of
          authority, authenticated specimen signatures and other documents and
          information as the Lender may reasonably request, on the request of
          the Lender, and perform all such other acts as may be necessary to
          carry out the intent of this Memorandum.

4.   EVENTS OF DEFAULT

4.1       If:

4.1.1          the Borrower shall for any reason fail duly and promptly to
               perform or observe any of the other obligations or undertakings
               expressed to be binding on or undertaken in or pursuant to this
               Memorandum; or

4.1.2          a moratorium is declared on the discharge of Indebtedness of the
               Borrower or the Borrower is unable to pay its debts generally as
               they become due and payable or stops or threatens to stop or
               suspends payment of any sum over R500 000 (five hundred thousand
               Rand) expressed to be payable by it in or pursuant to this
               Memorandum or of its debts generally or otherwise becomes
               insolvent or shall convene a meeting for the purposes of making,
               or shall propose or enter into, any arrangement or composition
               for the benefit of any one or more of its creditors or shall
               commence negotiations with any one or more of its creditors with
               a view to a readjustment or rescheduling of its Indebtedness or
               with a view to the avoidance of circumstances in which it would
               or might be obliged to declare a moratorium on the discharge of
               its Indebtedness; or

4.1.3          any person becomes entitled to take possession of or realise or
               otherwise apply any of the assets of the Borrower or to cause
               such assets to be realised in satisfaction of any obligation of
               the Borrower to such person and such event would or might, either
               directly or



                                     Page 8

               indirectly, materially affect the Borrower's ability to perform
               any of the obligations expressed to be assumed by it in or
               pursuant to this Memorandum; or

4.1.4          if any action or proceeding of or before any judicial,
               administrative, governmental or other authority or arbitrator
               commences (and is not stayed or discharged within 15 (fifteen)
               calendar days thereafter) to enjoin or restrain the performance
               or observance by the Borrower of the terms of this Memorandum or
               in any manner to question the right and power of the Borrower to
               enter into, exercise its rights under and perform and observe the
               terms of this Memorandum or the legality, validity,
               enforceability, binding nature or admissibility in evidence of
               this Memorandum; or

4.1.5          if it becomes or proves to be unlawful or impossible for the
               Borrower duly and promptly to perform or observe any of the
               obligations or undertakings expressed to be binding on or
               undertaken by it in or pursuant to this Memorandum,

          then and in any case the Borrower shall forthwith notify the Lender of
          the occurrence of such event which (regardless of whether such notice
          shall have been given) shall constitute an Event of Default. At any
          time after the occurrence of an Event of Default the Lender may, by
          written notice to the Borrower, declare the Loan to be immediately due
          and payable.

4.2       If the Loan is declared immediately due and payable pursuant to
          clause 4.1, the Borrower shall immediately pay to the Lender the
          amount due under the Loan.

5.   CESSION AND DELEGATION BY THE LENDER

5.1       The Lender may at any time and from time to time cede all or any part
          of its rights and benefits and delegate all or any part of its
          obligations under this Memorandum to another person (an "Assignee").



                                     Page 9

5.2       For this purpose the Lender may disclose to a potential or actual
          Assignee such credit and other information relating to the Borrower
          and its financial condition as the Borrower shall have made available
          to the Lender or as shall be known to the Lender otherwise howsoever.

5.3       If the Lender cedes any part of its rights and benefits and delegates
          any part of its obligations under this Memorandum then all references
          in this Memorandum to the Lender shall thereafter be construed as
          references to the Lender and its Assignee to the extent of their
          respective participations.

5.4       The expression "Lender" wherever used in this Memorandum shall include
          every Assignee of the Lender and every successor in title of any such
          Assignee or of the Lender.

6.   CESSION AND DELEGATION BY THE BORROWER

     The rights and obligations of the Borrower under this Memorandum are
     personal to the Borrower and accordingly the Borrower shall not cede any of
     its rights or benefits or delegate any of its obligations under this
     Memorandum either in whole or in part.

7.   NOTICES

7.1       Any notice or other formal communication to be given under this
          Memorandum shall be in writing and signed by or on behalf of the Party
          giving it and may be served by sending it by fax, delivering it by
          hand or sending it by registered mail with acknowledgement of receipt
          to the address and for the attention of the relevant Party set out in
          clause 7.2 (or as otherwise duly notified from time to time). Any
          notice so served by hand, fax or post shall be deemed to have been
          received:

7.1.1          in the case of delivery by hand or mail, when delivered;

7.1.2          in the case of fax, 12 (twelve) hours after the time of dispatch;



                                     Page 10

          provided that, where (in the case of delivery by hand or by fax), such
          delivery or transmission occurs after 18h00 on a Business Day or on a
          day which is not a Business Day, service shall be deemed to occur at
          09h00 on the next following Business Day. References to time in this
          clause are to local time in the country of the addressee.

7.2       The Parties choose for the purposes of this Memorandum the following
          addresses:

7.2.1          The Lender:      45 Empire Road
                                Parktown
                                Johannesburg
                                South Africa
                                Attn: The Company Secretary
                                Fax No: 011 482-1022;

7.2.2          The Borrower:    45 Empire Road
                                Parktown
                                Johannesburg
                                South Africa
                                Attn: The Company Secretary
                                Fax No: 011 482-1022.

7.3       In proving such service it shall be sufficient to prove that the
          envelope containing such notice was properly addressed and delivered
          to the address shown thereon or that the fax was sent after obtaining
          in person or by telephone appropriate evidence of the capacity of the
          addressee to receive the same, as the case may be.

7.4       All notices or formal communications under or in connection with this
          Memorandum shall be in the English language or, if in any other
          language, accompanied by a translation into English. In the event of
          any conflict between the English text and the text in any other
          language, the English text shall prevail.



                                     Page 11

8.   ARBITRATION

8.1       Any dispute arising out of this Memorandum or the interpretation
          thereof, both while in force and after its termination, shall be
          submitted to and determined by arbitration. Any Party may demand
          arbitration by notice in writing to the other Party. Such arbitration
          shall be held in Johannesburg unless otherwise agreed to in writing
          and shall be held in a summary manner with a view to it being
          completed as soon as possible.

8.2       There shall be 1 (one) arbitrator who shall be, where the question and
          issue is:

8.2.1          primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

8.2.2          primarily a legal matter, a practising Senior Counsel; or

8.2.3          primarily a technical matter, a suitably qualified person.

8.3       The appointment of the arbitrator shall be agreed upon between the
          Parties in writing but, failing agreement between them, within a
          period of 14 (fourteen) days after the arbitration has been demanded
          in terms of clause 8.1, any party shall be entitled to request the
          President for the time being of the Law Society of the Northern
          Provinces to make the appointment who shall, in making his
          appointment, have regard to the nature of the dispute.

8.4       The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965 (as amended), but shall not be obliged
          to follow the procedures prescribed in that Act and shall be entitled
          to decide on such procedures as he may consider desirable for the
          speedy determination of the dispute, and in particular he shall have
          the sole and absolute discretion to determine whether and to what
          extent it shall be necessary to file pleadings, make discovery of
          documents or hear oral evidence.



                                     Page 12

8.5       The decision of the arbitrator shall be final and binding on the
          Parties and may be made an order of any court of competent
          jurisdiction. The Parties hereby submit themselves to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa, or any successor thereto, should any Party
          wish to make the arbitrator's decision an order of that Court.

9.   GENERAL

9.1       COMMUNICATIONS BETWEEN THE PARTIES

          All notices and demands given by or on behalf of either Party to the
          other shall be in English or accompanied by a certified translation
          into English.

9.2       REMEDIES

          No remedy conferred by this Memorandum is intended to be exclusive of
          any other remedy which is otherwise available at law, by statute or
          otherwise. Each remedy shall be cumulative and in addition to every
          other remedy given hereunder or now or hereafter existing at law, by
          statute or otherwise. The election of any one or more remedy by any of
          the Parties shall not constitute a waiver by such Party of the right
          to pursue any other remedy.

9.3       SEVERANCE

          If any provision of this Memorandum, which is not material to its
          efficacy as a whole, is rendered void, illegal or unenforceable in any
          respect under any law, the validity, legality and enforceability of
          the remaining provisions shall not in any way be affected or impaired
          thereby and the Parties shall endeavour in good faith to agree an
          alternative provision to the void, illegal or unenforceable provision.

9.4       SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

          Termination of this Memorandum for any cause shall not release a Party
          from any liability which at the time of termination has already
          accrued to such Party



                                     Page 13

          or which thereafter may accrue in respect of any act or omission prior
          to such termination.

9.5       COSTS

          Each Party shall bear its own costs incurred by it to its attorneys
          and other professional advisors for the preparation and signing of
          this Memorandum.

9.6       ENTIRE AGREEMENT

          This Memorandum constitutes the entire agreement between the Parties
          in relation to its subject matter and save as otherwise expressly
          provided no modification, amendment or waiver of any of the provisions
          of this Memorandum or any agreement to cancel or terminate it shall be
          effective unless made in writing specifically referring to this
          Memorandum and duly signed by the Parties.

9.7       NO PARTNERSHIP

          Nothing in this Memorandum shall be deemed to constitute a partnership
          between the Parties (or any of them) or constitute any Party the agent
          of any other Party for any purpose.

9.8       FURTHER ASSURANCE

          Each Party shall co-operate with the other Party and execute and
          deliver to the other Party such other instruments and documents and
          take such other actions as may be reasonably requested from time to
          time in order to carry out, evidence and confirm the rights and the
          intended purpose of this Memorandum.

9.9       COUNTERPARTS

          This Memorandum may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Memorandum by signing any such counterpart.



                                     Page 14

9.10      SUCCESSORS BOUND

          This Memorandum shall be binding on and shall inure for the benefit of
          the successors and assigns and personal representatives (as the case
          may be) of each of the Parties.

9.11      GOOD FAITH

          Each of the Parties undertakes with each of the others to do all
          things reasonably within its power which are necessary or desirable to
          give effect to the spirit and intent of this Memorandum.


SIGNED at Johannesburg on 12 June 2002.

                                          For:  DURBAN ROODEPOORT DEEP, LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Signatory: Mark Wellesley-Wood
                                          Capacity: Director
                                          Authority: Resolution


SIGNED at Johannesburg on 12 June 2002.

                                          For:  CROWN GOLD RECOVERIES
                                                (PROPRIETARY) LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Signatory: Mark Wellesley-Wood
                                          Capacity: Director
                                          Authority: Resolution

EX-4.44

                                                                    EXHIBIT 4.44

MEMORANDUM OF LOAN AGREEMENT NO. 3


between :


CROWN CONSOLIDATED GOLD RECOVERIES LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED


                                                           BOWMAN GILFILLAN INC.
                                                     9th Floor, Twin Towers West
                                                                    Sandton City
                                                                   Sandton, 2146
                                                       Telephone: (011) 881-9800
                                                             Fax: (011) 883-4505



                                     Page 2

                                TABLE OF CONTENTS

                                                                           
1.   DEFINITIONS...............................................................3
2.   THE FIRST LOAN............................................................6
3.   THE SECOND LOAN...........................................................6
4.   THE THIRD LOAN............................................................7
5.   UNDERTAKINGS BY THE BORROWER..............................................7
6.   EVENTS OF DEFAULT.........................................................8
7.   CESSION AND DELEGATION BY THE LENDER.....................................10
8.   CESSION AND DELEGATION BY THE BORROWER...................................11
9.   NOTICES..................................................................11
10.  ARBITRATION..............................................................12
11.  GENERAL..................................................................13





                                     Page 3

WHEREAS:

A.   This Memorandum records 3 (three) interest free loans made by the Lender to
     the Borrower on the terms and subject to the conditions recorded in this
     Memorandum.

B.   In terms of the First Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R125 106 116 (one hundred
     and twenty five million, one hundred and six thousand and one hundred and
     sixteen Rand), which entire amount has been drawn down by the Borrower.

C.   In terms of the Second Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R40 000 000 (forty million
     Rand), which entire amount has been drawn down by the Borrower.

D.   In terms of the Third Loan, the Lender agreed to lend to the Borrower, who
     agreed to borrow from the Lender, the amount of R25 000 000 (twenty five
     million Rand), which amount was credited to the loan account of the Lender
     against the Company in terms of an agreement dated 13 November 1997.

E.   The Borrower and the Lender wish to record the terms and conditions of the
     First Loan, the Second Loan and the Third Loan in this Memorandum.

THE PARTIES ACCORDINGLY RECORD THAT :

1.   DEFINITIONS

     For the purposes of this Memorandum, and the preamble, unless the context
     indicates otherwise, the words and expressions set out below shall have the
     meanings assigned to them, namely:

1.1  "Business Day"             means any day other than a Saturday, Sunday or
                                statutory holiday in South Africa;

1.2  "Borrower"                 means Crown Gold Recoveries (Proprietary)
                                Limited, a company registered in accordance with
                                the laws of South Africa under Registration



                                     Page 4

                                Number 1988/005155/07;

1.3  "Event of Default"         means any one of the events specified in
                                clause 6;

1.4  "First Loan"               means the amount of R125 106 116 (one hundred
                                and twenty five million and one hundred and six
                                thousand and one hundred and sixteen Rand) which
                                the Borrower agreed to borrow from the Lender
                                and which the Lender agreed to lend to the
                                Borrower and which entire amount has been drawn
                                down by the Borrower and is still outstanding;

1.5  "Indebtedness"             means any loan, debt, guarantee, indemnity or
                                other obligation now or hereafter existing
                                valued in excess of R500 000 (five hundred
                                thousand Rand);

1.6  "Loans"                    means the First Loan, the Second Loan and the
                                Third Loan and "Loan" shall mean any of these 3
                                (three) loans;

1.7  "the Lender"               means Crown Consolidated Gold Recoveries
                                Limited, a company registered in accordance with
                                the laws of South Africa under Registration
                                Number 1997/007865/06;

1.8  "this Memorandum"          means this memorandum of loan agreement;

1.9  "Parties"                  means the Borrower and the Lender and "Party"
                                means either one of them;

1.10 "Prime Rate"               shall mean the publicly quoted basic rate of
                                interest generally levied by The Standard Bank
                                of



                                     Page 5

                                South Africa Limited from time to time in South
                                Africa on overdraft to its first class corporate
                                borrowers, calculated on a 365 (three hundred
                                and sixty five) day factor, irrespective of
                                whether or not the year is a leap year, it being
                                recorded that a certificate signed by any
                                manager of The Standard Bank of South Africa
                                Limited (whose appointment shall not be
                                necessary to prove) shall constitute prima facie
                                proof of the ruling prime rate at the relevant
                                time in the event of there being a dispute in
                                relation thereto;

1.11 "Second Loan"              means the amount of R40 000 000 (forty million
                                Rand) which the Borrower agreed to borrow from
                                the Lender and which the Lender agreed to lend
                                to the Borrower and which entire amount has been
                                drawn down by the Borrower and is still
                                outstanding;

1.12 "Signature Date"           means the date of last signature of this
                                Memorandum;

1.13 "South Africa"             means the Republic of South Africa as
                                constituted from time to time; and

1.14 "Third Loan"               means the amount of R25 000 000 (twenty five
                                million Rand) which the Borrower agreed to
                                borrow from the Lender and which the Lender
                                agreed to lend to the Borrower and which amount
                                was credited to the loan account of the Lender
                                against the Company in terms of an agreement
                                dated 13 November 1997 and which amount is still
                                outstanding.



                                     Page 6

2.   THE FIRST LOAN

2.1       It is recorded that the Lender agreed to lend to the Borrower, and the
          Borrower borrowed from the Lender, the First Loan on the following
          terms:

2.1.1          the First Loan I was unsecured, interest free; and

2.1.2          the First Loan was repayable on demand.

2.2       Notwithstanding the provisions of clause 2.1 above, the Parties now
          hereby agree that from the Signature Date, the First Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date,
          and the capital amount of the First Loan will be repayable within 7
          (seven) years of the Signature Date.

3.   THE SECOND LOAN

3.1       It is recorded that the Lender agreed to lend to the Borrower, and the
          Borrower borrowed from the Lender, the Second Loan on the following
          terms:

3.1.1          the Second Loan was unsecured, interest free; and

3.1.2          the Second Loan was repayable on demand.

3.2       Notwithstanding the provisions of clause 3.1 above, the Parties now
          hereby agree that from the Signature Date, the Second Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date
          and the capital amount of the Second Loan will be repayable within 7
          (seven) years of the Signature Date.



                                     Page 7

4.   THE THIRD LOAN

4.1       It is recorded that the Lender agreed to lend to the Borrower and the
          Borrower borrowed from the Lender the Third Loan on the following
          terms:

4.1.1          the Third Loan was unsecured, interest free; and

4.1.2          the Third Loan was repayable on demand.

4.2       Notwithstanding the provisions of clause 4.1 above, the Parties now
          hereby agree that from the Signature Date, the Third Loan will start
          bearing interest at the Prime Rate plus 15% (fifteen per cent) of the
          Prime Rate, which interest will be payable annually in arrear on the
          3rd (third) Business Day after each anniversary of the Signature Date,
          and the capital amount of the Third Loan will be repayable within 7
          (seven) years of the Signature Date.

5.   UNDERTAKINGS BY THE BORROWER

5.1       The Borrower undertakes to the Lender that until all the Loans have
          been repaid in full by the Borrower to the Lender:

5.1.1          the Borrower shall (immediately upon it becoming aware of such
               occurrence) notify the Lender of the occurrence of any Event of
               Default and of any other event which, with the giving of notice
               or lapse of time or both, might constitute an Event of Default
               and at the same time inform the Lender of any action taken or
               proposed to be taken in connection with that Event of Default;

5.1.2          the Borrower will continue its business, being the conduct of
               mining operations, including but not limited to the re-treatment
               of sand dumps, slime dumps and archive material deposits;

5.1.3          the Borrower shall maintain in full force and effect all
               authorisations, approvals, licences, registrations, consent or
               declarations from all



                                     Page 8

               legislative bodies of government, ministries, agencies or other
               authorities required by the laws of South Africa or otherwise
               appropriate in order for the Borrower-

5.1.3.1             to incur the obligations expressed to be assumed by it in or
                    pursuant to this Memorandum;

5.1.3.2             to execute and deliver all other documents and instruments
                    to be delivered by it pursuant to this Memorandum;

5.1.3.3             to perform and observe the terms and provisions of this
                    Memorandum;

5.1.3.4             to make all payments expressed to be required under this
                    Memorandum; and

5.1.3.5             to render this Memorandum legal, valid, binding, enforceable
                    and admissible in evidence.

5.2       The Borrower shall promptly furnish the Lender with such evidence of
          authority, authenticated specimen signatures and other documents and
          information as the Lender may reasonably request, on the request of
          the Lender, and perform all such other acts as may be necessary to
          carry out the intent of this Memorandum.

6.   EVENTS OF DEFAULT

6.1       With regard to the Loans, if:

6.1.1          the Borrower shall for any reason fail duly and promptly to
               perform or observe any of the other obligations or undertakings
               expressed to be binding on or undertaken in or pursuant to this
               Memorandum; or

6.1.2          a moratorium is declared on the discharge of Indebtedness of the
               Borrower or the Borrower is unable to pay its debts generally as
               they



                                     Page 9

               become due and payable or stops or threatens to stop or suspends
               payment of any sum over R500 000 (five hundred thousand Rand)
               expressed to be payable by it in or pursuant to this Memorandum
               or of its debts generally or otherwise becomes insolvent or shall
               convene a meeting for the purposes of making, or shall propose or
               enter into, any arrangement or composition for the benefit of any
               one or more of its creditors or shall commence negotiations with
               any one or more of its creditors with a view to a readjustment or
               rescheduling of its Indebtedness or with a view to the avoidance
               of circumstances in which it would or might be obliged to declare
               a moratorium on the discharge of its Indebtedness; or

6.1.3          any person becomes entitled to take possession of or realise or
               otherwise apply any of the assets of the Borrower or to cause
               such assets to be realised in satisfaction of any obligation of
               the Borrower to such person and such event would or might, either
               directly or indirectly, materially affect the Borrower's ability
               to perform any of the obligations expressed to be assumed by it
               in or pursuant to this Memorandum; or

6.1.4          if any action or proceeding of or before any judicial,
               administrative, governmental or other authority or arbitrator
               commences (and is not stayed or discharged within 15 (fifteen)
               calendar days thereafter) to enjoin or restrain the performance
               or observance by the Borrower of the terms of this Memorandum or
               in any manner to question the right and power of the Borrower to
               enter into, exercise its rights under and perform and observe the
               terms of this Memorandum or the legality, validity,
               enforceability, binding nature or admissibility in evidence of
               this Memorandum; or

6.1.5          if it becomes or proves to be unlawful or impossible for the
               Borrower duly and promptly to perform or observe any of the
               obligations or undertakings expressed to be binding on or
               undertaken by it in or pursuant to this Memorandum,



                                     Page 10

          then and in any case the Borrower shall forthwith notify the Lender of
          the occurrence of such event which (regardless of whether such notice
          shall have been given) shall constitute an Event of Default. At any
          time after the occurrence of an Event of Default the Lender may, by
          written notice to the Borrower, declare the First Loan, the Second
          Loan and Third Loan to be immediately due and payable.

6.2       If the Loans are declared immediately due and payable pursuant to
          clause 6.1, the Borrower shall immediately pay to the Lender the
          amount due under the Loans.

7.   CESSION AND DELEGATION BY THE LENDER

7.1       The Lender may at any time and from time to time cede all or any part
          of its rights and benefits and delegate all or any part of its
          obligations under this Memorandum to another person (an "Assignee").

7.2       For this purpose the Lender may disclose to a potential or actual
          Assignee such credit and other information relating to the Borrower
          and its financial condition as the Borrower shall have made available
          to the Lender or as shall be known to the Lender otherwise howsoever.

7.3       If the Lender cedes any part of its rights and benefits and delegates
          any part of its obligations under this Memorandum then all references
          in this Memorandum to the Lender shall thereafter be construed as
          references to the Lender and its Assignee to the extent of their
          respective participations.

7.4       The expression "Lender" wherever used in this Memorandum shall include
          every Assignee of the Lender and every successor in title of any such
          Assignee or of the Lender.



                                     Page 11

8.   CESSION AND DELEGATION BY THE BORROWER

     The rights and obligations of the Borrower under this Memorandum are
     personal to the Borrower and accordingly the Borrower shall not cede any of
     its rights or benefits or delegate any of its obligations under this
     Memorandum either in whole or in part.

9.   NOTICES

9.1       Any notice or other formal communication to be given under this
          Memorandum shall be in writing and signed by or on behalf of the Party
          giving it and may be served by sending it by fax, delivering it by
          hand or sending it by registered mail with acknowledgement of receipt
          to the address and for the attention of the relevant Party set out in
          clause 9.2 (or as otherwise duly notified from time to time). Any
          notice so served by hand, fax or post shall be deemed to have been
          received:

9.1.1          in the case of delivery by hand or mail, when delivered;

9.1.2          in the case of fax, 12 (twelve) hours after the time of dispatch;

          provided that, where (in the case of delivery by hand or by fax), such
          delivery or transmission occurs after 18h00 on a Business Day or on a
          day which is not a Business Day, service shall be deemed to occur at
          09h00 on the next following Business Day. References to time in this
          clause are to local time in the country of the addressee.

9.2       The Parties choose for the purposes of this Memorandum the following
          addresses:

9.2.1          The Lender:      45 Empire Road
                                Parktown
                                Johannesburg
                                South Africa



                                     Page 12

                                Attn: The Company Secretary
                                Fax No: 011 482-1022;

9.2.2          The Borrower:    45 Empire Road
                                Parktown
                                Johannesburg
                                South Africa
                                Attn: The Company Secretary
                                Fax No: 011 482-1022.

9.3       In proving such service it shall be sufficient to prove that the
          envelope containing such notice was properly addressed and delivered
          to the address shown thereon or that the fax was sent after obtaining
          in person or by telephone appropriate evidence of the capacity of the
          addressee to receive the same, as the case may be.

9.4       All notices or formal communications under or in connection with this
          Memorandum shall be in the English language or, if in any other
          language, accompanied by a translation into English. In the event of
          any conflict between the English text and the text in any other
          language, the English text shall prevail.

10.  ARBITRATION

10.1      Any dispute arising out of this Memorandum or the interpretation
          thereof, both while in force and after its termination, shall be
          submitted to and determined by arbitration. Any Party may demand
          arbitration by notice in writing to the other Party. Such arbitration
          shall be held in Johannesburg unless otherwise agreed to in writing
          and shall be held in a summary manner with a view to it being
          completed as soon as possible.

10.2      There shall be 1 (one) arbitrator who shall be, where the question and
          issue is:



                                     Page 13

10.2.1         primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

10.2.2         primarily a legal matter, a practising Senior Counsel; or

10.2.3         primarily a technical matter, a suitably qualified person.

10.3      The appointment of the arbitrator shall be agreed upon between the
          Parties in writing but, failing agreement between them, within a
          period of 14 (fourteen) days after the arbitration has been demanded
          in terms of clause 10.1, any party shall be entitled to request the
          President for the time being of the Law Society of the Northern
          Provinces to make the appointment who shall, in making his
          appointment, to have regard to the nature of the dispute.

10.4      The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965 (as amended), but shall not be obliged
          to follow the procedures prescribed in that Act and shall be entitled
          to decide on such procedures as he may consider desirable for the
          speedy determination of the dispute, and in particular he shall have
          the sole and absolute discretion to determine whether and to what
          extent it shall be necessary to file pleadings, make discovery of
          documents or hear oral evidence.

10.5      The decision of the arbitrator shall be final and binding on the
          Parties and may be made an order of any court of competent
          jurisdiction. The Parties hereby submit themselves to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa, or any successor thereto, should any Party
          wish to make the arbitrator's decision an order of that Court.

11.  GENERAL

11.1      COMMUNICATIONS BETWEEN THE PARTIES

          All notices and demands given by or on behalf of either Party to the
          other shall be in English or accompanied by a certified translation
          into English.



                                     Page 14

11.2      REMEDIES

          No remedy conferred by this Memorandum is intended to be exclusive of
          any other remedy which is otherwise available at law, by statute or
          otherwise. Each remedy shall be cumulative and in addition to every
          other remedy given hereunder or now or hereafter existing at law, by
          statute or otherwise. The election of any one or more remedy by any of
          the Parties shall not constitute a waiver by such Party of the right
          to pursue any other remedy.

11.3      SEVERANCE

          If any provision of this Memorandum, which is not material to its
          efficacy as a whole, is rendered void, illegal or unenforceable in any
          respect under any law, the validity, legality and enforceability of
          the remaining provisions shall not in any way be affected or impaired
          thereby and the Parties shall endeavour in good faith to agree an
          alternative provision to the void, illegal or unenforceable provision.

11.4      SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS

          Termination of this Memorandum for any cause shall not release a Party
          from any liability which at the time of termination has already
          accrued to such Party or which thereafter may accrue in respect of any
          act or omission prior to such termination.

11.5      COSTS

          Each Party shall bear its own costs incurred by it to its attorneys
          and other professional advisors for the preparation and signing of
          this Memorandum.

11.6      ENTIRE AGREEMENT

          This Memorandum constitutes the entire agreement between the Parties
          in relation to its subject matter and save as otherwise expressly
          provided no modification, amendment or waiver of any of the provisions
          of this Memorandum or any agreement to cancel or terminate it shall be
          effective



                                     Page 15

          unless made in writing specifically referring to this Memorandum and
          duly signed by the Parties.

11.7      NO PARTNERSHIP

          Nothing in this Memorandum shall be deemed to constitute a partnership
          between the Parties (or any of them) or constitute any Party the agent
          of any other Party for any purpose.

11.8      FURTHER ASSURANCE

          Each Party shall co-operate with the other Party and execute and
          deliver to the other Party such other instruments and documents and
          take such other actions as may be reasonably requested from time to
          time in order to carry out, evidence and confirm the rights and the
          intended purpose of this Memorandum.

11.9      COUNTERPARTS

          This Memorandum may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Memorandum by signing any such counterpart.

11.10     SUCCESSORS BOUND

          This Memorandum shall be binding on and shall inure for the benefit of
          the successors and assigns and personal representatives (as the case
          may be) of each of the Parties.

11.11     GOOD FAITH

          Each of the Parties undertakes with each of the others to do all
          things reasonably within its power which are necessary or desirable to
          give effect to the spirit and intent of this Memorandum.



                                     Page 16

SIGNED at Johannesburg on 12 June 2002.

                                          For:  CROWN CONSOLIDATED GOLD
                                                RECOVERIES LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Signatory: Mark Wellesley-Wood
                                          Capacity: Director
                                          Authority: Resolution


SIGNED at Johanesburg on 12 June 2002.

                                          For:  CROWN GOLD RECOVERIES
                                                (PROPRIETARY) LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Signatory: Mark Wellesley-Wood
                                          Capacity: Director
                                          Authority: Resolution

EX-4.45

                                                                   EXHIBIT 4.45

LOAN AGREEMENT


between


INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED
Registration Number 1940/014201/06
("the lender")


and


BLYVOORUITZICHT GOLD MINING COMPANY LIMITED
Registration Number 1905/009743/06
("the borrower")



                                                                          Page 2

1.   DEFINITIONS

     In this agreement unless the context clearly indicates a contrary intention
     the following expressions shall bear the meanings assigned to them below
     and cognate expressions shall bear corresponding meanings-

1.1       "agreement"                  means this agreement;

1.2       "alternative rate"           means a rate equal to the higher of 2%
                                       (two percent) above the prime overdraft
                                       rate or 3% (three percent) above the
                                       fixed rate;

1.3       "fixed rate"                 means a rate of 15% (fifteen percent) per
                                       annum;

1.4       "loan"                       the loan referred to in clause 2;

1.5       "parties"                    the lender and the borrower;

1.6       "prime overdraft rate"       the prime overdraft rate of First
                                       National Bank of Southern Africa Limited
                                       from time to time (proof of which in
                                       terms of a certificate issued by the
                                       Manager of their Corporate Bank shall be
                                       prima facie proof thereof);

1.7       "the investigation"          the investigation of the business of the
                                       borrower conducted by the lender pursuant
                                       to the borrower's application for finance
                                       in terms hereof.

1.8       "terminal drawing date"      31 August 2003;

1.9       "variable rate'              a rate per annum equal to 1% (one
                                       percent) below the prime overdraft rate.



                                                                          Page 3

2.   THE LOAN

     The lender agrees to lend to the borrower who agrees to borrow from the
     lender an amount of R65 000 000,00 (sixty five million rand on the terms
     and conditions herein contained.

3.   ADVANCES

3.1       The loan shall subject to the provision of clauses 7, 8 and 11 be
          advanced by the lender to the borrower upon written request and
          submission of supporting documentation acceptable to the lender of the
          capital development expenditure to be incurred by the borrower to
          complete the Blyvoor Expansion Project.

3.2       All advances to the borrower shall be made in such manner as the
          borrower may direct in writing.

4.   TERMINAL DRAWING DATE

4.1       The lender shall not be obliged to advance any portion of the loan
          remaining undrawn at the close of business on the terminal drawing
          date which will include any final extended date in terms of clause
          4.2.

4.2       Should the lender agree to hold any undrawn portion of the loan
          available after the terminal drawing date, a holding fee of 1% (one
          percent) per annum will be due on such undrawn portion, payable in
          advance and calculated from the terminal drawing date until the
          extended date agreed to by the lender for the final drawing.

5.   REPAYMENT

5.1       The loan shall be repaid in 47 equal monthly instalments of
          R1 354 200,00 (one million three hundred and fifty four thousand two
          hundred rand) each and a final instalment of R1 352 600,00 (one
          million three hundred and fifty two thousand six hundred rand, the
          first of which shall be paid on 1 September 2003 and the remainder
          thereafter on the first day of each and every succeeding month until
          the loan has been repaid in full.



                                                                          Page 4

5.2       All repayments to the lender shall be made into the lender's bank
          account number 179 00 00 028, Absa Bank, Protea Park Branch, branch
          code 535105, or shall be made in such manner as the lender may direct
          in writing.

5.3       The borrower hereby acknowledges and agrees that for as long as any
          amount payable by the borrower to the lender is in arrear, the lender
          shall have the right to appropriate and allocate any monies received
          from the borrower to any indebtedness or obligation of the borrower to
          the lender as the lender may deem fit in its sole and absolute
          discretion, and the borrower hereby waives the right to name the debt
          to which any such monies may or shall in such event be allocated or
          appropriated.

6.   RATE OF INTEREST

6.1       For the purposes of calculating interest in terms of this agreement a
          month shall be the period from the first day of a month to the last
          day of the month, both days inclusive.

6.2       The loan shall bear interest at the variable rate from the date of the
          first advance under the loan.

6.3       Interest shall be calculated on the balance of capital outstanding
          from day to day and is payable monthly in arrear on the last day of
          every successive month.

6.4       The first payment of interest shall, subject to clause 10.1, be due
          and payable on the last day of the month during which the first
          drawing under the loan is made.

6.5       Interest or any sundry charges in terms of this agreement not paid by
          the due date shall bear interest as from the due date of payment
          thereof, which shall be compounded monthly, at the alternative rate.

7.   CONDITIONS PRECEDENT

     It shall be a condition precedent to any advance whatsoever under this
     agreement that-



                                                                          Page 5

7.1       as security for the obligations of the borrower under this agreement
          there shall have been registered by the lender's conveyancers, in such
          form and subject to such terms and conditions as the lender may
          reasonably require a special notarial bond by the borrower over the
          Blyvoor metallurgical plant, including gold lock-up, in favour of the
          lender, plus additional cost;

7.2       the borrower shall forward to the lender, a written undertaking,
          acceptable to the lender, from Durban Roodepoort Deep Limited,
          undertaking to comply with the King Commission II recommendations on
          corporate governance in respect of not having a joint executive
          chairman and managing director.

8.   WARRANTIES

     The borrower warrants that-

8.1       it has not created any debentures, mortgages except for surety
          mortgage bond B 69754/99 and collateral notarial bond BN 36024199
          registered in favour of the Chase Manhattan Bank, charges or liens nor
          incurred any liabilities, whether contingent or otherwise, which are
          material for disclosure to any intending lender other than those
          disclosed to the lender during the lender's investigation;

8.2       no circumstances, including litigation of a material character, have
          intervened since the investigation which would have adversely
          influenced the lender's decision as a lender in regard to the loan had
          the application therefor been considered at the date of signing of
          this agreement or at the date of any advance thereafter.

9.   UNDERTAKINGS BY THE BORROWER

     The borrower undertakes that as long as any amount is owing under the loan
     it shall-

9.1       not without the prior written consent of the lender dispose of the
          assets encumbered under the notarial bond in terms of clause 7.1 or
          further mortgage, pledge or hypothecate, or in any other way further
          encumber the said assets;



                                                                          Page 6

9.2       allow the duly authorised representatives of the lender (and/or of any
          international development funding institution providing funds to the
          lender for purposes of funding the loan) at all reasonable times to
          inspect its premises, works and equipment and its books, documents and
          records and to make extracts from or copies of the latter on the
          understanding that information obtained from the borrower will remain
          confidential and restricted to the lender and their respective
          personnel;

9.3       at all times insure with an insurer acceptable to the lender and keep
          insured to the satisfaction of the lender all its present and future
          insurable assets for such amounts and against such risks as the lender
          may from time to time require. Should the borrower fail to effect any
          of the insurances required in terms of this agreement or to pay the
          premiums thereon when due, such failure shall constitute a breach of
          this agreement and the lender shall have the right to effect such
          insurances and to pay such premiums to the insurer concerned and to
          recover the amount so disbursed from the borrower together with
          interest at the alternative rate;

9.4       furnish to the lender its audited annual financial statements, as soon
          as such documents are available, but within six months after the end
          of the financial year concerned;

9.5       not at any time during a period of two years after the date of
          commencement of the investigation employ or appoint in any capacity on
          its staff or its board of directors any employee of the lender who was
          involved in the investigation of the borrower's application for the
          loan or issue shares to any such employee;

9.6       at all times maintain the plant, buildings and machinery owned or used
          by it in good order and repair to the satisfaction of the lender;

9.7       not materially change the nature of its business which would have the
          effect of the borrower no longer being involved in mining operations.

10.  RAISING AND COMMITMENT FEES

     The borrower shall pay to the lender the following fees-



                                                                          Page 7

10.1      a raising fee of 1% (one percent) on the amount of the loan by not
          later than 14 (fourteen) days from the date of the borrower's
          signature hereof, failing which the said fee shall be considered as
          sundry fees outstanding which will accrue interest at the alternative
          rate; plus

10.2      a commitment fee of 0,5% (nought comma five percent) per annum on the
          amount of each drawing calculated from the earlier of the date of
          signature hereof or 24 May 2002 to date of such drawings, both dates
          inclusive, and to be deductible from such drawings.

11.  BREACH

11.1      Should the borrower fail for any reason whatsoever to make any payment
          of interest or any instalment of capital on due date or should the
          borrower commit any breach or fail to observe any of the provisions of
          this agreement, then-

11.1.1         without prejudice to the lender's rights under clause 11.2, the
               rate of interest applicable to the loan shall be increased to the
               alternative rate for the duration of such breach or failure; and

11.1.2         the full amount owing under the loan shall, failing rectification
               of such breach or failure within 14 (fourteen) days of having
               been given notice in writing by the lender of such breach or
               failure, forthwith and without any further notice become payable
               by the borrower and the lender shall be entitled to withhold any
               amount not yet advanced to the borrower.

11.2      Without prejudice to any right the lender may have under this
          agreement to demand repayment at any time, any amount owing under this
          agreement shall immediately and without notice become payable upon the
          happening of any of the following events which shall be deemed to be a
          breach of this agreement by the borrower namely, if-

11.2.1         the borrower is placed in liquidation or under judicial
               management, whether provisional or final, or a special resolution
               is passed for the winding-up of the borrower; or



                                                                          Page 8

11.2.2         a judgment is entered against the borrower and the borrower fails
               within 14 (fourteen) days after becoming aware of such judgment
               either to satisfy the same or to apply for it to be set aside or
               to appeal against it and in the event of such application or
               appeal being unsuccessful, failing to make immediate payment; or

11.2.3         the borrower fails to utilise the loan or any portion thereof for
               the purpose for which it had been advanced; or

11.2.4         without the prior written consent of the lender, the borrower
               ceases to conduct its business; or

11.2.5         a breach of any of the provisions of any agreement, in terms
               whereof the lender or any of its subsidiaries agreed to make a
               loan, suspensive sale or lease facility available to the borrower
               is committed and such breach is not remedied within the period
               allowed in any such agreement.

12.  LIQUID DOCUMENT

12.1      The amount of the borrower's indebtedness to the lender in terms of
          this agreement at any time shall be determined and proved by a
          certificate signed by any one of the lender's authorised signatories
          whose appointment, qualification and authority need not be proved.

12.2      A certificate in terms of clause 12.1 shall be-

12.2.1         binding on the borrower as prima facie proof of the amount of the
               borrower's indebtedness hereunder;

12.2.2         valid as a liquid document against the borrower in any competent
               court for the purpose of obtaining provisional sentence against
               the borrower thereon.



                                                                          Page 9

13.  GENERAL CONDITIONS

13.1      No alteration, variation or consensual cancellation of this agreement
          shall be of any effect unless it is recorded in writing and signed by
          all the parties to this agreement or their respective successors in
          title.

13.2      No relaxation which the lender may allow the borrower at any time in
          regard to the carrying out of this agreement, shall-

13.2.1         prejudice any of the lender's rights under this agreement in any
               manner whatever;

13.2.2         be regarded as a waiver of any of those rights.

13.3      The clause headings are inserted for convenience only and shall in no
          way affect the construction hereof.

14.  BANK CHARGES

14.1      All advances to be made by the lender in terms of this agreement shall
          have deducted therefrom the relevant bank charges which shall be for
          the account of the borrower.

14.2      All payments to be made by the borrower in terms of this agreement
          shall be made free of bank charges in Sandton.

15.  DOMICILIUM

15.1      For the purpose of this agreement the borrower chooses domicilium
          citandi et executandi of DRD Building, 45 Empire Road, Parktown,
          Johannesburg.

15.2      All notices which are to be given by the lender in terms of this
          agreement shall be presumed, until the contrary is proved, to have
          been received :



                                                                         Page 10

15.2.1         if posted by registered post to P O Box 390, Maraisburg, 1700, 7
               (seven) days after the date of posting;

15.2.2         if delivered by hand, on the date of delivery to the address in
               clause 15.1;

15.2.3         if transmitted by facsimile to (011) 482 1022, the first business
               day after the transmission.

15.3      The borrower may by notice in writing from time to time alter its
          addresses and facsimile details set out in this clause 15.

16.  COSTS

     The borrower shall pay -

16.1      the costs of and incidental to the preparation of this agreement;

16.2      the cost of and incidental to the registration and stamping of the
          bond referred to in clause 7.1;

16.3      the amount of all charges and expenses of whatever nature, including,
          but without derogating from the generality of the aforegoing, attorney
          and client legal costs and collection commission incurred by the
          lender in securing or endeavouring to secure fulfilment, of any
          obligations in terms of this agreement;

16.4      the Value  Added Tax which the lender is obliged to pay to the
          Commissioner  of Inland  Revenue on any fees which the lender charges
          the borrower in terms of this agreement.

SIGNED at Johannesburg on 7 June 2002.



                                                                         Page 11

                                       For: /s/ Mark Wellesley-Wood
                                       BLYVOORUITZICHT GOLD MINING COMPANY
                                       LIMITED

                                       DIRECTOR who warrants that he is duly
                                       authorised thereto


AS WITNESSES:

1. /s/ M. Eliot

2. /s/ B. Morton


SIGNED at Sandton on 18 July 2002.


                                       For: /s/ J. Mhase

                                            Signature illegible

                                       INDUSTRIAL DEVELOPMENT CORPORATION
                                       OF SOUTH AFRICA LIMITED


AS WITNESSES:

1. /s/ M. Khoza

2. /s/ S. Rain


[LAST SIGNED ON 18 JULY 2002]

EX-4.46

                                                                    EXHIBIT 4.46

                          AGREEMENT OF LOAN AND PLEDGE

                                     between

                         DURBAN ROODEPOORT DEEP, LIMITED
                                ("the Creditor")

                                       and

                       EAST RAND PROPRIETARY MINES LIMITED
                                 ("the Pledgor")

INTRODUCTION

1.   Pursuant to an agreement between CROWN GOLD RECOVERIES (PROPRIETARY)
     LIMITED ("Crown") and the Pledgor signed on 5 September 2002 providing for
     the acquisition by Crown of the Pledgor company ("the acquisition
     agreement"), the Creditor is about to lend and advance to the Pledgor a
     working capital facility of R10 million (TEN MILLION BAND) against the
     security of the pledge by the Pledgor of certain movable assets. In the
     acquisition agreement such pledge is to be effected by separate agreement
     and perfected prior to any of this sum being advanced. This agreement
     constitutes the separate agreement contemplated.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

2.   As a continuing covering security for the aforesaid loan together with all
     interest to accrue thereon, as well as for all and arty other amounts which
     may in future be loaned by the Creditor to the Pledgor, the Pledgor hereby
     pledges to the Creditor the movable assets ("the Securities") listed and/or
     described in the schedule annexed hereto and initialled by the parties for
     the purposes of identification.

3.   In order to perfect the pledge, the Pledgor shall simultaneously with the
     signing hereof deliver the Securities to the Creditor, whose duty appointed
     agent for this purpose is Crown. In terms of the acquisition agreement
     Crown shall on 9 September



                                                                          Page 2

     2002 assume full management control of the operations of the Pledgor. Crown
     shall thereby take possession of all the Pledgor's assets including the
     Securities, and in doing so, it takes possession of the Securities on
     behalf of and as agent for the Creditor.

4.   The Creditor shall be entitled but not obliged to remove the Securities
     from the premises of the Pledgor at any time this pledge is in force. The
     Creditor may in its discretion leave the Securities at any premises of the
     Pledgor, where it will be and remain, or be deemed to be and remain in the
     possession and under the control of Crown. For this purpose the Pledgor's
     personnel are deemed to be under the control of Crown, and are deemed to
     act as agents of the Creditor.

5.   The Pledgor may from time to time, subject to the prior written approval of
     the Creditor, add to or substitute for the Securities such other securities
     as the Pledgor may have available.

6.   If the value of the Securities ceases to provide a margin of security
     satisfactory to the Creditor, the Pledgor shall provide to the Creditor, on
     demand, additional security to the satisfaction of the Creditor.

7.   The Pledgor warrants to the Creditor (and this agreement is based thereon)
     that:

7.1       it is the beneficial owner and lawful possessor of the Securities;

7.2       the Securities are not subject to any encumbrance and may be pledged
          and delivered by the Pledgor without any limitation;

7.3       no right of pre-emotion or option exists or will exist in respect of
          the Securities for so long as this agreement is in force between the
          parties.

7.4       The Securities do not constitute the major portion of the Pledgor's
          undertaking, and that if they do, then the signatory hereto on behalf
          of the Pledgor shall procure that a shareholders' resolution of the
          Pledgor in general meeting shall be passed ratifying and adopting this
          agreement.

8.   The Pledgor shall bear and pay all costs of and incidental to the holding
     of the Securities including but not limited to, the holding, storage,
     transportation and insurance thereof and the maintenance of the Securities
     in good order and repair.



                                                                          Page 3

     Any amounts expended by the Creditor in that regard shall be added to the
     amounts owing by the Pledgor to the Creditor and shall bear interest at the
     Prime Rate.

9.   The security provided in terms hereof shall constitute a continuing
     covering security notwithstanding:

9.1       any fluctuation in or temporary extinction of the amount of the
          Pledgor's indebtedness to the Creditor;

9.2       any variation or amendment to any agreement or other undertaking for
          the time being in existence between the Pledgor, the Creditor and/or
          any other person;

9.3       any indulgence shown or given by the Creditor to the Pledgor.

10.  All amounts owing in terms of this agreement together with interest thereon
     shall forthwith become due and payable in the event of the suspensive
     conditions in the acquisition agreement not being fulfilled, or the
     acquisition agreement becoming null and void for any other reason, or
     inchoate or being cancelled or terminated or declared so by the Pledgor or
     the Creditor, in each case for any reason whatsoever.

11.  If the Pledgor breaches any of the terms or conditions of this agreement
     and fails to remedy that breach within 7 (seven) days of despatch of a
     notice calling upon it to do so, the Creditor shall be entitled,
     notwithstanding anything to the contrary contained in any agreement between
     the Pledgor and it, to demand immediate payment of all amounts which the
     Pledgor may then owe to it in terms hereof, together with interest thereon,
     calculated at the Prime Rate, whether or not such amounts are then due,
     without prejudice to any rights which the Creditor may otherwise have as a
     result of that breach.

12.  The Creditor shall be entitled without notice to the Pledgor and without
     first obtaining an order of court to:

12.1      cause all or any of the Securities to be sold either by public auction
          or private treaty, as the Creditor in its sole and absolute discretion
          deems fit; or

12.2      acquire all or any of the Securities (without prejudice to the rights
          of the Creditor to purchase such property at any such sale by public
          auction) at a



                                                                          Page 4

          price equal to the fair value thereof which, in the absence of
          agreement shall be determined by an expert agreed upon or failing
          agreement, appointed by the chairman of APSA after hearing the
          parties' representations, which experts) shall act as expert(s), and
          not as arbitrators, and their decision shall be final and binding on
          the Pledgor; and/or

12.3      convey valid title In the Securities to any purchaser thereof
          (including the Creditor).

     The Creditor may, in its absolute discretion, apply the net proceeds of
     such sale or the purchase price payable by the Creditor, as the case may
     be, after deducting therefrom all costs and expenses incurred in or about
     the realisation of the Securities and in the exercise by the Creditor of
     its rights in reduction or discharge, as the case may be, of the Pledgor's
     indebtedness to the Creditor. Without prejudice to such other rights as the
     Creditor may have at law, the residue (if any) remaining after the net
     proceeds of such sale or purchase price payable have been applied as
     aforesaid shall be paid to the order of the person legally entitled
     thereto.

THUS DONE AND SIGNED at Johannesburg on this the 16 day of OCTOBER 2002 by the
Creditor in the presence of the undersigned witnesses.

AS WITNESSES


1. /s/ B. Morton

2                                                  /s/ I.L. Murray
                                                   -----------------------------
                                                   DURBAN ROODEPOORT DEEP,
                                                   LIMITED



                                                                          Page 5

THUS DONE AND SIGNED at Johannesburg by the PLEDGOR  on this 12th day of
SEPTEMBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES


1.

2                                                  /s/ K. Wright
                                                   -----------------------------
                                                   EAST RAND PROPRIETARY MINES
                                                   LIMITED


[LAST SIGNED  SEPTEMBER 2002]



                                                                          Page 6

                                    SCHEDULE



                               ASSETS                                           VALUE

                                                                        
A.     THE COMPRESSOR ROOM
       1. 1 X Solzer JHI Compressors                                          1 500 000.00
       2. Winder and existing shaft                                           3 500 000.00
                                                                           R  5 000 000.00

B.     SYMONS CRUSHERS
       1. 2 X 4 Foot Symon's crusher (complete)
       2. 3 X 5 1/2 Symons Crusher (complete)                              R  2 500 000.00

C.     CASON DUMP                                                          R 10 000 000.00

D.     MILL HOUSE
       1. 9 X mill bins (complete with motor and gearbox
       -7     in the Mill House 2 in the Sand Plant                        R  2 700 000.00

       TOTAL                                                               R 25 200 000.00

EX-4.47

                                                                    EXHIBIT 4.47

                          MANAGEMENT SERVICES AGREEMENT


                                     between


                         DURBAN ROODEPOORT DEEP LIMITED
                        (REGISTRATION NO. 1895/000926/06)
                                     ("DRD")


                                       and


                      KHUMO BATHONG HOLDINGS (PTY) LIMITED
                        (REGISTRATION NO. 1998/007546/07)
                                     ("KBH")


                                       and


                         CROWN GOLD RECOVERIES (PTY) LTD
                         (REGISTRATION NO. 88/05115/07)
                                    ("CROWN")


WHEREAS Crown and DRD entered into a services agreement on 4 May 2000 and wish
to amend the terms and conditions thereof.

AND WHEREAS Crown, DRD and KBH agree to the following new terms and conditions
of the services agreement.



                                                                          Page 2

1.      DURATION

1.1             This agreement shall commence on 1 July 2002 and endure for an
                initial fixed period of 12 (twelve) months, whereafter it will
                be automatically renewed for further annual periods until
                terminated either:

1.1.1                   by any party on 3 (three) months written notice given
                        prior to the expiry of any annual period;

                        or

1.1.2                   upon the final cessation by Crown of mining and related
                        activities (including, in amplification and not in
                        limitation, reclamation and dump recovery operations and
                        the like, realisation of assets).

1.2             Prior to each annual renewal date, DRD and KBH agree to review
                the specific services and remuneration charges for the following
                year.


2.      NOW THEREFORE IT IS AGREED:

2.1             That DRD and KBH shall provide to Crown the services set out in
                paragraph 3, for which they will be remunerated on the basis of
                this agreement.

2.2             Crown acknowledges that it is aware that DRD acts in the same or
                similar capacity for other companies and agrees that DRD shall
                be entitled to continue to do so and, accordingly, that the
                services will not be available to Crown on an exclusive
                full-time basis.


3.      SPECIFIC SERVICES TO BE RENDERED

        DRD and KBH shall provide Crown with the following specific services:



                                                                          Page 3



                DRD                                        KBH
                ---                                        ---
                                                     
3.1             Executive services                         Executive services
                (2 Executives)                             (1 Executive)

3.2             Financial management

3.3             Gold administration and hedging

3.4             Engineering services

3.5             Metallurgical services

3.6                                                        Public relations services

3.7             Mineral resource services

3.8             Critical equipment pool services

3.9             Human resources strategic direction        Human resources strategic
                                                           direction

3.10            Industrial relations, training             Industrial relations, training

3.11            Legal services                             Legal services

3.12            Environmental services

3.13            Payroll administration and consultation

3.14            Contracts and insurance services

3.15            Secretarial services

3.16            Treasury services.




                                                                          Page 4

4.      REMUNERATION CHARGE

4.1             The monthly charge payable by Crown to DRD and KBH for the
                specific services rendered and to be rendered by DRD and KBH to
                Crown in terms of the agreement shall be:

                        R700 000 (seven hundred thousand Rand) per month to DRD
                        R300 000 (three hundred thousand Rand) per month to KBH.

4.2             The charge for each month shall be payable monthly in arrears on
                the last working day of each month. The amounts payable as per
                4.1 are exclusive of VAT.

4.3             Should Crown request DRD or KBH to provide:

4.3.1                   services other than those specifically set out in
                        paragraph 3; or

4.3.2                   services which may fall within the general categories
                        set out in paragraph 3 but which go beyond those
                        required in the ordinary and normal course of Crown's
                        business or are of an extraordinary nature, then the
                        fees payable to DRD or KBH shall be that amount as may
                        be agreed upon between DRD or KBH and Crown when those
                        services are requested.


5.      LIMITATION OF LIABILITY

        Neither DRD nor KBH nor their directors or employees shall be
        responsible for any liability, loss or damage suffered or incurred by
        Crown, its employees, agents, contractors, invitees, guests or any other
        persons whosoever, whether or not such liability, loss or damage is
        caused or incurred through or as a result of any act or omission or the
        negligence of DRD or KBH, their employees or agents, or otherwise
        howsoever, and Crown hereby indemnifies and holds harmless DRD or KBH
        against any claim by any such employee, agent, contractor, invitee,
        guest or other person and all legal costs which may be incurred by or
        awarded against DRD or KBH in respect of or arising out of such claim.



                                                                          Page 5

6.      FORCE MAJEURE

6.1             If either DRD or KBH is rendered unable, wholly or in part, by
                "force majeure" to carry out any obligation under this
                agreement, DRD or KBH shall give prompt notice to Crown of such
                force majeure with full particulars thereof and insofar as known
                the probable extent to which it will be unable to perform or be
                delayed in performing such obligation, whereupon such obligation
                of DRD or KBH shall be suspended so far as it is affected by
                such force majeure during but not longer than the continuance
                thereof. In the event of a substantial and material portion of
                the obligations of DRD or KBH being so suspended for a period
                exceeding 6 (six) months, either party shall be entitled to
                terminate this agreement upon 30 (thirty) days' written notice.

6.2             For the purpose of 6.1, "force majeure" shall mean an act of
                God, strike, lock-out, act of public enemy, war (declared or
                undeclared), blockade, revolution, riot, insurrection, civil
                commotion, lightning, fire, storm, flood, explosion,
                governmental act or restraint, embargo, unavailability of
                equipment or transport and other cause whether of a kind
                specifically set out above or otherwise, which is not reasonably
                within the control of DRD or KBH and whether of a temporary or
                permanent nature.


7.      ARBITRATION

7.1             Any dispute arising out of this Agreement or the interpretation
                thereof, both while in force and after its termination, shall be
                submitted to and determined by arbitration. Any party may demand
                arbitration by notice in writing to the other parties. Such
                arbitration shall be held in Johannesburg unless otherwise
                agreed to in writing and shall be held in summary manner with a
                view to it being completed as soon as possible.

7.2             There shall be 1 (one) arbitrator who shall be, where the
                question and issue is:

7.2.1                   primarily an accounting matter, an independent chartered
                        accountant of 10 (ten) years standing;

7.2.2                   primarily a legal matter, a practising Senior Counsel;
                        or



                                                                          Page 6

7.2.3                   primarily a technical matter, a suitably qualified
                        person.

7.3             The appointment of the arbitrator shall be agreed upon between
                the parties in writing but, failing agreement between them,
                within a period of 14 (fourteen) days after the arbitration has
                been demanded in terms of clause 7.1, any party shall be
                entitled to request the President for the time being of the Law
                Society of the Northern Provinces to make the appointment and,
                in making his appointment, to have regard to the nature of the
                dispute.

7.4             The arbitrator shall have the powers conferred upon an
                arbitrator under the Arbitration Act, 1965 (as amended) but
                shall not be obliged to follow the procedures prescribed in that
                Act and shall be entitled to decide on such procedures as he may
                consider desirable for the speedy determination of the dispute,
                and in particular, he shall have the sole and absolute
                discretion to determine whether and to what extent it shall be
                necessary to file pleadings, make discovery of documents or hear
                oral evidence.

7.5             the decision of the arbitrator shall be final and binding on the
                parties and may be made an order of any court of competent
                jurisdiction. The parties hereby submit themselves to the
                non-exclusive jurisdiction of the Witwatersrand Local Division
                of the High Court of South Africa, or any successor thereto,
                should any Party wish to make the arbitrator's decision an order
                of that Court.

8.      DOMICILIA

        The parties choose as their respective DOMICILIA CITANDI ET EXECUTANDI
        for all purposes connected with this agreement, the following addresses,
        namely:

8.1             DRD:    Physical Address:   DRD Building
                                            45 Empire Road
                                            Parktown
                                            Johannesburg

                        Postal Address:     P O Box 390
                                            Maraisburg, 1700

                        Fax no:             482-1022



                                                                          Page 7

8.2             KBH:    Physical Address:   ERPM Main Office
                                            Corner Main Reef and Pretoria Roads
                                            Boksburg

                        Postal Address:     P O Box 11200
                                            Rynfield
                                            Benoni 1514

                        Fax no:             917-2542

8.3             Crown:  Physical Address:   Off Crownwood Road
                                            Crown Mines

                        Postal Address:     Private Bag X9
                                            Crown Mines 2025

                        Fax no:             835-2922

9.      CONFIDENTIALITY

9.1             No party shall make any announcement or statement regarding this
                agreement or its content without first having obtained the
                others' approval and prior written consent to such announcement
                or statement and its terms.

9.2             The provisions of 9.1 shall not apply in respect of any
                announcement or statement which any of the parties is legally
                obliged to make by virtue of its shares being listed on either
                the JSE Securities Exchange, South Africa or any other exchange,
                provided that the party concerned shall consult with the other
                parties prior to making any announcement or statement
                contemplated in this clause 9.2.

9.3             No party to this agreement shall disclose the contents of this
                agreement to any person other than its bankers and to those of
                its employees who need to have such knowledge for the proper
                performance of their duties.


SIGNED at Johannesburg on this 30th day of August 2002.



                                                                          Page 8

                                    For:  DURBAN ROODEPOORT DEEP, LIMITED

                                          /s/ Mark Wellesley-Wood
                                          --------------------------------------
                                          Director


SIGNED at Johannesburg on this 1st day of October 2002.


                                    For:  KHUMO BATHONG HOLDINGS (PTY) LIMITED

                                          /s/ M.P.M. Ncholo
                                          --------------------------------------
                                          Director


SIGNED at Johannesburg on this the 26th day of September 2002.


                                    For:  CROWN GOLD RECOVERIES (PTY) LTD

                                          /s/ M.P. Ncholo
                                          --------------------------------------
                                          Director


[LAST SIGNED ON 1 OCTOBER 2002]

EX-4.48

                                                                   EXHIBIT 4.48

                                    AGREEMENT

                                     Amongst

                         DURBAN ROODEPOORT DEEP, LIMITED

                                       and

                      WEST WITWATERSRAND GOLD MINES LIMITED

                                       and

                      BOPHELO TRADING (PROPRIETARY) LIMITED


                                                                    DENEYS REITZ
                                                                       ATTORNEYS



                                                                          Page 2

                                TABLE OF CONTENTS

                                                                           
1.   PARTIES...................................................................4
2.   INTERPRETATION............................................................5
3.   INTRODUCTION..............................................................8
4.   SALE......................................................................8
5.   PURCHASE CONSIDERATION....................................................8
6.   PERMITS..................................................................10
7.   INTERIM PERIOD...........................................................11
8.   LIABILITIES..............................................................12
9.   DELIVERY.................................................................13
10.   VOETSTOOTS..............................................................14
11.   SALE AS A GOING CONCERN.................................................14
12.   ACKNOWLEDGEMENT BY BT...................................................15
13.   EMPLOYEES...............................................................16
14.   RESOLUTIVE CONDITIONS...................................................17
15.   REHABILITATION..........................................................18
16.   SECURITY................................................................19
17.   WARRANTY................................................................19
18.   BREACH..................................................................20
19.   DOMICILIUM..............................................................21
20.   GOVERNING LAW...........................................................22
21.   WHOLE AGREEMENT.........................................................22
22.   COSTS...................................................................22
23.   TRANSACTIONS INDIVISIBLE................................................23
24.   BOOKS, RECORDS, DOCUMENTS...............................................23
25.   DISPUTES................................................................23
26.   ARBITRATION.............................................................23
27.   CESSION.................................................................25
28.   INSURANCE...............................................................25
29.   INSOLVENCY ACT ADVERTISEMENTS...........................................25
30.   WEST WITS RETAINED RIGHT TO MINE........................................25
31.   AMANZI WATER TREATMENT PROJECT..........................................26





                                                                          Page 3

ANNEX 1   DIAGRAM OF WEST WITS
ANNEX 2   SURFACE RIGHT PERMIT LIST
ANNEX 2A  SURFACE RIGHT PERMIT PLAN
ANNEX 3   EMPLOYEES
ANNEX 4   WEST WITS CADASTRAL PLAN
ANNEX 5   WEST WITS PLANT COMPONENTS



                                                                          Page 4

                                    AGREEMENT

1.   PARTIES

1.1       DURBAN ROODEPOORT DEEP, LIMITED

          (a company duly incorporated in the Republic of South Africa under
          Registration No. 1895/000926/06 and having its principal place of
          business at 45 Empire Road, Parktown, Johannesburg)

                                     ("DRD")

1.2       WEST WITWATERSRAND GOLD MINES LIMITED

          (a company incorporated in the Republic of South Africa under
          Registration No. 1967/013456/06 and having its principal place of
          business at 45 Empire Road, Parktown, Johannesburg)

                                  ("WEST WITS")

1.3       BOPHELO TRADING (PROPRIETARY) LIMITED

          (a private company incorporated in the Republic of South Africa under
          Registration No. 1996/010274/07 and having its principal place of
          business at The Workshop, 1st Floor, North Wing, 70 - 7th Avenue
          Parktown North, Johannesburg)

                                     ("BT')



                                                                          Page 5

2.   INTERPRETATION

2.1       The headnotes to the clauses of this Agreement are inserted for
          reference purposes only and shall in no way govern or effect the
          interpretation hereof.

2.2       Unless inconsistent with the context, the expressions set forth below,
          whether used as verb or a noun, shall bear the following meanings :

          "the Act"                          the Minerals Act, No. 50 of 1991.
                                             of the Republic, as amended;

          "this Agreement"                   this Agreement read with all the
                                             annexes hereto;

          "BT"                               as defined in the description of
                                             the parties above;

          "Day"                              any day other than a Saturday,
                                             Sunday or an official public
                                             holiday;

          "Confidential Information"         all information or data whether
                                             written, oral or in any other form
                                             concerning the West Wits Plant
                                             Enterprise furnished to BT by or on
                                             behalf of DRD or WEST WITS
                                             including any documents and
                                             information prepared or generated
                                             from such information;

          "DRD"                              as defined in the description of
                                             the parties above;

          "Effective Date"                   the date upon which the mining
                                             authorisations referred to in
                                             clause 6 are issued to BT;

          "Effective Date Accounts"          the accounts of the West Wits Plant



                                                                          Page 6

                                             Enterprise as at the Effective
                                             Date, to be prepared in accordance
                                             with clause 7.6;

          "the Interim Period"               the period between the Signature
                                             Date and the Effective Date;

          "the North Sand Dump"              the removable surface material
                                             located on the area on the eastern
                                             side of the boundary line depicted
                                             on Annexe 1 pertaining to Surface
                                             Right Permit A 51 /1957 and the
                                             North plant clean up and
                                             rehabilitation area depicted on
                                             Annexe 1, which areas shall be
                                             surveyed, at the cost of BT as soon
                                             as reasonably possible after the
                                             Signature Date and such surveyed
                                             diagram shall be attached to this
                                             agreement in replacement of Annexe
                                             1;

          "the parties/a party"              shall mean any or all of DRD, WEST
                                             WITS or BT, or any combination of
                                             them as the context may indicate;

          "Republic"                         the Republic of South Africa as
                                             constituted from time to time;

          "Signature Date"                   the date upon which the last party
                                             signs this Agreement;

          "Signature Date Accounts"          the accounts of the West Wits Plant
                                             Enterprise, to be agreed between
                                             the parties as soon as possible
                                             after the Signature Date, as at the
                                             Signature Date;

          "Surface Right Permits"            the Surface Rights Permits listed
                                             in Annexe 2 hereto;

          "Transferring Employees"           the persons employed at the Wesy
                                             Wits



                                                                          Page 7

                                             Plant Enterprise as listed in
                                             Annexe 3 hereto;

          "WEST WITS"                        as defined in the description of
                                             the parties above;

          "West Wits Freehold"               Portion 66 of the Farm Waterval,
                                             Registration Division I.Q., Gauteng
                                             Province, measuring 29,0172
                                             hectares, held under Deed of
                                             Transfer No. T 39468/1992, depicted
                                             in green on the sketch annexed
                                             hereto as Annexe 4;

          "the West Wits Plant"              the movable and removable tangible
                                             assets described in Annexe 5;

          "the West Wits Plant Enterprise"   the enterprise of recovering gold
                                             carried on by WEST WITS, as a going
                                             concern, utilising the West Wits
                                             Plant to process the North Sand
                                             Dump, the West Wits Surface
                                             Materials, the West Wits Freehold,
                                             and the Surface Right Permits;

          "West Wits Surface Materials"      the surface materials being sand,
                                             slime or archive materials and
                                             waste rock, which are not subject
                                             to any third party rights as
                                             disclosed in this Agreement,
                                             located on the surface of the area
                                             of Mining Licence No. 9/2000;

2.3       Unless inconsistent with the context, an expression which denotes :

2.3.1          any gender includes the other genders;

2.3.2          a natural person includes an artificial person and vice versa;

2.3.3          the singular includes the plural and vice versa.



                                                                          Page 8

2.4       Any annexures and schedules to this Agreement form an integral part
          hereof and words and expressions defined in this Agreement shall bear,
          unless the context otherwise requires, the same meaning in such
          annexures and schedules.

3.   INTRODUCTION

3.1       WEST WITS owns the West Wits Plant Enterprise.

3.2       The parties wish to enter into an agreement in terms of which BT
          purchases from WEST WITS the West Wits Plant Enterprise as a going
          concern as set out in clause 11.

4.   SALE

     WEST WITS hereby sells to BT which hereby purchases the West Wits Plant
     Enterprise as a going concern with effect from the Effective Date, subject
     to the terms and conditions set out in this Agreement.

5.   PURCHASE CONSIDERATION

5.1       The purchase consideration payable by BT to WEST WITS in respect of
          the West Wits Plant Enterprise is an amount of R25 000 000,00 (twenty
          five million Rand).

5.2       The purchase consideration referred to in 5.1 shall be paid by BT to
          WEST WITS as follows:

5.2.1          BT has deposited the sum of R2 000 000,00 (two million Rand) with
               Deneys Reitz Inc, which amount has been invested in an interest
               bearing account in terms of section 78(2A) of the Attorneys Act,
               1979, for the benefit of WEST WITS which amount is to be paid to,
               together with the accrued interest thereon, to WEST WITS upon the
               Signature Date. The patties specifically



                                                                          Page 9

               record that this deposit is not refundable to BT irrespective of
               whether the resolutive conditions contained in this Agreement are
               fulfilled or not.

5.2.2          The balance of R23 000 000,00 (twenty three million Rand) shall
               be paid by BT to WEST WITS as follows:

5.2.2.1             the sum of R8 000 000.00 (eight million Rand) on the
                    Signature Date;

5.2.2.2             the sum of R5 000 000.00 (five million Rand) on the 28th of
                    June 2002;

5.2.2.3             the sum of R400 000.00 (four hundred thousand Rand) on the
                    31st of July 2002;

5.2.2.4             the sum of R400 000.00 (four hundred thousand Rand) on the
                    30th of August 2002;

5.2.2.5             the balance of R9 200 000.00 (nine million two hundred
                    thousand Rand) in 10 (ten) equal monthly instalments of
                    R920 000.00 (nine hundred and twenty thousand Rand) each,
                    the first instalment to be paid on the 30th of September
                    2002, and thereafter on the last day of each succeeding
                    month until the balance of the purchase consideration has
                    been paid in full.

5.2.3          The purchase consideration referred to in clause 5.2.2.1 shall be
               paid by BT to WEST WITS by way of a cheque drawn in favour of
               West Wits and the balance of the payments thereafter shall be
               paid free of set off, deduction, exchange and all charges, into
               the following bank account;

5.2.3.1                Bank:            Standard Corporate and Merchant Bank
5.2.3.2                Branch:          Johannesburg
5.2.3.3                Branch Code:     0205
5.2.3.4                Account Number:  00042463
5.2.3.5                Account Name:    DRD Treasury



                                                                         Page 10

5.2.4          No interest shall accrue on the outstanding balance of the
               purchase consideration except in the event of BT failing to pay
               any amount due to WEST WITS on due date, and failing to remedy
               such breach after receipt of a notice in terms of clause 18 in
               which event:

5.2.4.1             the full outstanding balance of the purchase consideration
                    shall immediately become due and payable; and

5.2.4.2             interest shall accrue on the outstanding balance of the
                    purchase consideration from the date of default to the date
                    of payment, both days inclusive, calculated and compounded
                    monthly in arrear at a rate equal to the prime bank
                    overdraft rate charged by Standard Bank of South Africa
                    Limited to its commercial customers from time to time. A
                    certificate signed by any manager of Standard Bank of South
                    Africa Limited, whose authority it shall not be necessary to
                    prove, shall be prima facie evidence of the overdraft rate
                    charged by Standard Bank of South Africa Limited for the
                    purposes of this clause.

6.   PERMITS

6.1       BT shall, as soon as reasonably possible after the Signature Date
          apply for all such mining authorisations required by it for the
          purposes of conducting the West Wits Plant Enterprise with the
          intention that such mining authorisations be obtained by 28 June 2002.
          WEST WITS and DRD do hereby grant their consent to the application by
          BT for the permits and authorisations contemplated in this clause.

6.2       West Wits, in order to effect delivery of the West Wits Plant
          Enterprise in terms of clause 9 shall -

6.2.1          with effect from the Effective Date, abandon its rights in
               respect of the portion indicated as the designated area on Annexe
               2A in respect of the Surface Right Permit numbered 1 on Annexe 2;

6.2.2          with effect from the Effective Date allow BT the free and
               undisturbed use of the pipelines in respect of the Surface Right
               Permits numbered 2, 4 and 5 on



                                                                         Page 11

               Annexe 2, it being agreed that in the event of the rights of BT
               in this regard being suspended or curtailed in any way, the
               parties shall negotiate in good faith and to finality such
               alternative arrangement so as to give effect to the intention of
               the parties set out herein; and

6.2.3          as soon as possible after the Signature Date -

6.2.3.1             apply for the appropriate deduction diagrams to be prepared
                    in respect of the portions of Surface Rights Permits
                    numbered 3 and 6 indicated as the designated areas on Annexe
                    2 (the "Permits") and procure the registration of the
                    Permits in the name of BT, all at the cost of BT; or

6.2.3.2             if the transfer of the Permits are impossible,

6.2.3.2.1              acquire the surface rights or rights to use the surface
                       in respect of the areas covered by the aforesaid
                       deduction diagrams on behalf and in the name of BT and
                       the registration, if applicable, of such rights in the
                       name of BT; and

6.2.3.2.2              abandon its rights in respect of the said areas held
                       under the Permits against such acquisition and
                       registration, if applicable.

7.   INTERIM PERIOD

7.1       For the Interim Period BT shall conduct the business of the West Wits
          Plant Enterprise as an independent contractor under the DRD Mining
          Licence 9/2000.

7.2       All income earned by the West Wits Plant Enterprise during the Interim
          Period shall be paid to BT in its capacity as independent contractor
          as a fee for conducting the business of the West Wits Plant Enterprise
          for and on behalf of DRD.



                                                                         Page 12

7.3       The disposal of all gold and silver won by the West Wits Plant
          Enterprise during the Interim Period shall be sold to Rand Refinery
          through the DRD account and DRD shall account to BT for BT's fee
          referred to in clause 7.2 within 2 (two) business days of the receipt
          of payment from Rand Refinery.

7.4       All expenses and costs to be incurred in respect of the West Wits
          Plant Enterprise during the Interim Period shall be controlled and be
          ratified by a joint administration committee consisting of 1 (one)
          representative of DRD and 1 (one) representative of BT (such committee
          to be constituted on the Signature Date), prior to any such
          disbursements by DRD. In the absence of agreement in the committee the
          matter shall be referred to an auditor of KPMG for resolution within
          48 (forty eight) hours of referral, and the decision of the auditor
          shall be final and binding on the parties.

7.5       All income received by DRD and due as a fee to BT pursuant to clause
          7.3 and all expenses incurred by DRD pursuant to clause 7.4 shall be
          set off and the net proceeds, or expenses shall be paid to BT, or by
          BT, as the case may be to or by WEST WITS, within 2 (two) days of
          receipt of each payment from Rand Refinery.

7.6       DRD shall be responsible for preparing the Effective Date Accounts and
          delivering the same to BT within 30 (thirty) days of the Effective
          Date.

7.7       It is recorded that the purpose of the Signature Date Accounts and the
          Effective Date Accounts will be to provide a record for the
          reconciliation of the financial conduct of the West Wits Plant
          Enterprise for the Interim Period.

7.8       BT shall be entitled, in terms of the existing authorities held by
          WEST WITS to deposit sand and slime produced as a by product of the
          West Wits Plant Enterprise into the WEST WITS pit for the duration of
          the Interim Period, whereafter BT shall apply for its own
          authorisations for the deposits of its waste materials.

8.   LIABILITIES

8.1       WEST WITS and DRD, to the extent applicable, (the "Guarantors") shall
          remain liable for all liabilities of the West Wits Plant Enterprise up
          to and including the Signature Date. Accordingly the Guarantors hereby
          indemnify BT against all loss,



                                                                         Page 13

          damage or expense which BT may suffer as a result of or which may be
          attributable to any liability of the West Wits Plant Enterprise,
          whether actual or contingent, the cause of which arose prior to the
          Signature Date.

8.2       BT shall notify the Guarantors of any claim which may be made against
          BT in respect of any of the matters referred to in clause 8.1 within a
          reasonable time of BT becoming aware thereof, to enable the Guarantors
          to take appropriate steps in respect of such claim.

8.3       The Guarantors shall be entitled to contest the claim concerned and
          shall be entitled to control the proceedings in regard thereto,
          provided that the Guarantors indemnify BT against all costs (including
          attorney and own client costs and any other costs not recoverable on
          taxation) which may be incurred as a consequence of such steps and BT
          shall be entitled to require the Guarantors to:

8.3.1          give reasonable security against such costs;

8.3.2          procure the release of any of the assets comprising the West Wits
               Plant Enterprise in the event of the attachment of such assets.

8.4       BT shall render reasonable assistance to the Guarantors (at the
          expense of the Guarantors ) in regard to the steps taken by the
          Guarantors in opposing such claim.

9.   DELIVERY

     At the close of business on the Effective Date the West Wits Plant
     Enterprise shall be deemed to have been delivered by WEST WITS to BT at the
     West Wits Plant Enterprise location. Risk in and benefit to the West Wits
     Plant Enterprise shall vest in BT with effect from the close of business on
     the Effective Date.

9.1       BT shall be liable, at its own cost, for the conduct of any stock
          taking by its own employees or auditors for the purposes of verifying
          the physical presence of the West Wits Plant, within 2 (two) days of
          the Signature Date. In the absence of such stock taking, and in the
          absence of any written notification by BT to WEST WITS that any item
          covered by the West Wits Plant description in Annexe 5 is not



                                                                         Page 14

          present, BT shall be deemed to have received all of the West Wits
          Plant described in Annexe 5.

9.2       Notwithstanding the delivery of the West Wits Plant Enterprise and
          transfer of the risk and benefit, ownership shall only pass against
          payment of the final instalment of the purchase consideration in terms
          of clause 5.2.

9.3       Transfer of the West Wits Freehold into the name of BT shall be
          registered by Deneys Reitz Inc, upon payment of the final instalment
          of the purchase consideration, in terms of clause 5.2.

10.  VOETSTOOTS

     The West Wits Plant Enterprise is sold to BT voetstoots and in the
     condition which it exists, subject to all rights, obligations, terms and
     conditions applicable thereto and to existing conditions of title, as at
     the Effective Date. BT acknowledges that the Confidential Information was
     made available to BT by DRD and WEST WITS prior to the Effective Date to
     enable BT to assess and determine whether it wished to purchase the West
     Wits Plant Enterprise in terms of this Agreement. BT further acknowledges
     that neither DRD nor WEST WITS nor any of their advisors have made any
     representations or warranties, express or implied, as to the accuracy,
     reliability or completeness of the Confidential Information at any time, it
     being recorded that BT has relied on its own judgement to purchase the West
     Wits Plant Enterprise.

11.  SALE AS A GOING CONCERN

11.1      It is recorded and agreed that

11.1.1         the sale of the West Wits Plant Enterprise is the sale of an
               enterprise as a going concern;

11.1.2         the West Wits Plant Enterprise will be an income earning activity
               on the Effective Date;



                                                                         Page 15

11.1.3         all the assets which are necessary for carrying on the West Wits
               Plant Enterprise are being disposed of by WEST WITS to BT in
               terms of this Agreement;

11.1.4         both WEST WITS and BT are registered vendors in terms of the
               Value-Added Tax Act.

     Accordingly the parties intend that this transaction will be zero-rated
     pursuant to the provisions of section 11(1)(e) of the Value-Added Tax Act,
     1991. The Sellers will, on this basis, issue a zero-rated tax invoice to
     BT. The purchase consideration set out in clause 5 is exclusive of
     value-added tax (if any) which may be payable in respect of this
     transaction. To the extent that value-added tax may be payable on all or
     any part or parts of the West Wits Plant Enterprise WEST WITS shall issue a
     credit note for the zero-rated tax invoice and issue a new tax invoice,
     appropriately revised, and payment of the value-added tax shall be the sole
     liability of BT.

12.  ACKNOWLEDGEMENT BY BT

     Without limiting the generality of clause 10, BT acknowledges being aware
     that:

12.1      Alpha (Proprietary) Limited has rights as referred to in the
          agreements as disclosed to BT relating to the rock dump which is
          situated on Portion 136 Luipaardsvlei 246 I.Q;

12.2      There are registered third party business stands and Surface Rights
          Permits on the surface of the area of Mining Licence No. 9/2000 which
          will enure against BT;

12.3      Instant Concrete Products (Proprietary) Limited trading as Rockklip
          has the right to the rock dump situated to the north of the northern
          part of Portion 66 of the Farm Waterval 174 I.Q. and accordingly that
          rock dump is excluded from this sale;

12.4      The supply of water and electricity required by the West Wits Plant
          Enterprise are provided by Eskom and the Rand Water Board,
          respectively, at supply points on the WEST WITS properties. WEST WITS
          has employed the services of C and G Engineering to read the meters
          and issue monthly statements reflecting the



                                                                         Page 16

          consumption of water and electricity in respect of the West Wits Plant
          Enterprise. Accordingly BT shall reimburse WEST WITS for the costs of
          all electricity and water consumed by the West Wits Plant Enterprise
          with effect from the Signature Date until such time as BT secures its
          own supply of water and electricity to the West Wits Plant Enterprise;

12.5      The West Wits Surface Materials exclude all materials excavated by DRD
          or WEST WITS from the WEST WITS open pit and deposited on the pit
          side;

12.6      Third party consents are required for the cession and delegation of
          DRD's rights and obligations under certain lease and rental agreements
          referred to in the accounts of DRD to BT. If such consents are not
          obtained DRD shall maintain such contracts in force for the benefit of
          BT, provided that BT shall reimburse DRD for payments made in respect
          thereof.

13.  EMPLOYEES

13.1      The parties agree that with effect from the Effective Date, section
          197(2) of the Labour Relations Act, 66 of 1995 ("LRA") shall be
          applicable to the Transferring Employees and that accordingly the
          employment of each Transferring Employee will continue in force with
          BT as the new employer in terms of the LRA. Accordingly, and given the
          absence of, agreement as referred to in section 197(2) of LRA:

13.1.1         all the rights and obligations between WEST WITS as the "OLD
               EMPLOYER" and each Transferring Employee of the West Wits Plant
               Enterprise as at the Effective Date will continue in force as if
               there were rights, and obligations between BT, as the new
               employer and each such Transferring Employee;

13.1.2         anything done before the Effective Date by or in relation to the
               "OLD EMPLOYER" will be considered to have been done by or in
               relation to the "NEW EMPLOYER".

13.2      BT irrevocably indemnifies and holds WEST WITS harmless against any
          claim of whatsoever nature that may arise as a result of BT's failure
          to give effect to the provisions of 13.1, including costs and expenses
          incurred by WEST WITS in defending such claims.



                                                                         Page 17

13.3      WEST WITS warrants that all levies and similar amounts due by WEST
          WITS in respect of the Transferring Employees relating to UIF, PAYE,
          SITE, Workmens Compensation Levies, pension contributions and medical
          aid contributions shall be paid by WEST WITS up to and including the
          Effective Date. WEST WITS shall remain liable for normal accumulated
          leave pay in respect of the Transferring Employees up to and including
          the Effective Date. WEST WITS shall not be liable for any retrenchment
          compensation in respect of any of the transferring Employees.

14.  RESOLUTIVE CONDITIONS

14.1      This entire Agreement, save for this clause and clauses 2, 5.2.1,
          5.2.2, 18, 19, 20, 21, 22, 25 and 26, is subject to the fulfilment of
          the following conditions namely that within a period of 30 (thirty)
          days from the Effective Date:

14.1.1         Alpha (Pty) Ltd shall agree to the cession by DRD of all DRD's
               rights and obligations under the Agreement referred to in clause
               12.1 to BT, and BT shall agree to pay to Alpha (Proprietary)
               Limited a royalty of R2.75 per ton of material removed from the
               rock dump on Portion 136 Luipaardsvlei 246 I.Q.;

14.1.2         BT shall obtain the approval of the Director: Mineral Development
               in terms of the Act for the transfer of all liabilities and
               obligations of whatsoever nature and howsoever arising relating
               or incidental to the rehabilitation and pollution control of the
               North Sand Dump and the West Wits Plant Enterprise from DRD and
               WEST WITS to BT;

14.1.3         BT shall deliver guarantees or other security, to the
               satisfaction of the Director: Mineral Development, for the
               anticipated costs of complying with its obligations under clause
               14.1.2, and the concomitant release of DRD and WEST WITS from
               that liability; and

14.1.4         the Permits (as defined in clause 6.2.3) being registered in the
               name of BT or West Wits having abandoned its rights in terms of
               clause 6.2.3.2.2.



                                                                         Page 18

14.2      The following provisions shall apply in regard to the resolutive
          conditions in clause 14.1:

14.2.1         the parties will use their best endeavours to procure the
               fulfilment of the resolutive conditions timeously;

14.2.2         DRD and/or WEST WITS shall be entitled from time to time to
               consent in writing (which consent shall not unreasonably be
               withheld), at the request of BT, to the extension of the date for
               the fulfilment of the whole or any part or parts of the
               resolutive conditions;

14.2.3         unless the resolutive conditions are fulfilled within the period
               allowed therefor or such extended period or periods as DRD and/or
               WEST WITS may from time to time notify in terms of clause 14.2.2
               above, this Agreement shall lapse and be of no further force or
               effect and each party shall as far as possible be restored to the
               status quo ante, save that WEST WITS shall be entitled to retain
               payment of the amount referred to in clause 5.2.1 and shall not
               be accountable to BT therefor.

15.  REHABILITATION

15.1      BT shall comply with the environmental management program submitted by
          DRD and WEST WITS to the Director: Mineral Development in respect of
          or incidental to the rehabilitation and pollution control of the West
          Wits Plant Enterprise, and specifically the footprint of the West Wits
          Surface Materials removed by BT in the conduct of the West Wits Plant
          Enterprise.

15.2      BT shall advise WEST WITS within 12 (twelve) months of the Signature
          Date which of the WEST WITS Surface Materials it wishes to process for
          the recovery of gold. Upon the date of such notification the
          obligation to rehabilitate the surface area under the identified
          surface materials to be processed by BT, shall pass to BT. Should BT
          fail to notify WEST WITS of the areas it wishes to process in terms of
          this clause WEST WITS and DRD shall be entitled to proceed with the
          rehabilitation of the entire area, or those areas not covered by the
          notification referred to in this clause in such manner and at such
          time as WEST WITS and/or DRD may in their



                                                                         Page 19

          sole discretion determine, without further reference to BT, and BT
          shall have no claim against DRD or WEST WITS arising out of such
          rehabilitation.

15.3      In relation to the transfer of all liabilities and obligations
          relating to or incidental to the rehabilitation and pollution control
          of the North Sand Dump and the West Wits Plant Enterprise BT shall
          comply with the following acts and the regulations promulgated in
          terms thereof all as amended or substituted from time to time, namely,
          the Act, the National Water Act of 1998, the Atmospheric Pollution
          Prevention Act 45 of 1956, the National Environment Management Act of
          1998, and all other laws, regulations, ordinances, by-laws, rules,
          lawful directives of State Officials, which are applicable from time
          to time, and all conditions subject to which relevant permits,
          licences, permissions and other authorisations are granted in respect
          of the West Wits Plant Enterprise irrespective of whether such
          liabilities and obligations accrued before, on or after the Signature
          Date.

15.4      BT hereby indemnifies and holds DRD and WEST WITS and their directors,
          officers and employees harmless from and against all loss, damages and
          claims of whatsoever nature and howsoever arising which may be
          suffered or incurred by or made against one of the indemnified parties
          directly or indirectly relating or incidental to the failure by BT to
          comply with its obligations in terms of 15.3.

16.  SECURITY

     It is recorded that at the close of business on the Effective Date WEST
     WITS will withdraw all of their security personnel on or about the West
     Wits Plant Enterprise and thus the obligation to secure the West Wits Plant
     Enterprise shall vest in BT with effect from the close of business on the
     Effective Date.

17.  WARRANTY

17.1      Without limiting the generality of clause 10 WEST WITS warrants to BT
          that:

17.1.1         WEST WITS shall obtain the consent of BOE Limited for the sale
               herein contemplated;



                                                                         Page 20

17.1.2         WEST WITS shall obtain the release of the notarial bond granted
               to Chase Manhattan Bank Limited over the West Wits Plant;

17.1.3         WEST WITS shall obtain the release of the surety mortgage bond
               registered in favour of Chase Manhattan Bank Limited over the
               West Wits Freehold,

          on or before the 31st of August 2002.

17.2      West Wits and DRD warrants to BT that all of the assets described as
          and forming part of the West Wits Plant Enterprise are beneficially
          owned by WEST WITS.

18.  BREACH

18.1      If at any time any party commits any material breach of the terms and
          conditions of this Agreement and fails to remedy such breach within 5
          (five) days after the receipt of written notice from the other party
          or parties requiring it to remedy such default or such longer period
          as may reasonably be required to remedy such default, the aggrieved
          party or parties shall have the right at their option, but without
          detracting from their further or alternative rights and remedies and
          without prejudice to any claim which they may have for damages for
          breach of contract or otherwise, to terminate this Agreement, or any
          part thereof.

18.2      If the party in breach is BT, and BT fails to remedy its breach within
          the 5 (five) day period referred to in clause 18.1 WEST WITS shall be
          entitled, without prejudice to any of its rights in terns of clause
          18.1, to terminate this Agreement, retain all payments received by it
          from BT and retake possession of the West Wits Plant Enterprise.

18.3      Notwithstanding the provisions of 18.1, no party shall be entitled to
          exercise or enforce any remedy against another party in relation to
          any breach of the terms and conditions of this Agreement:

18.3.1         if this Agreement specifies the steps to be taken in the event of
               such breach, unless it takes such steps;



                                                                         Page 21

18.3.2         if this Agreement specifies an alternative remedy for such
               breach;

18.3.3         unless the said breach is fundamental, material, and goes to the
               root of this Agreement or relates to non-payment of monies.

19.  DOMICILIUM

19.1      The parties to this Agreement respectively choose DOMICILIUM CITANDI
          ET EXECUTANDI for all purposes of and in connection with this
          Agreement as follows

19.1.1         DRD       45 Empire Road
                         PARKTOWN
                         2193;

19.1.2         WEST WITS 45 Empire Road
                         PARKTOWN
                         2193;

19.1.3         BT        c/o Export Venture Capital Corporation
                         (Proprietary) Limited
                         The Workshop
                         1st Floor, North Wing
                         70 - 7th Avenue
                         Parktown North
                         2196

19.2      The parties shall be entitled to change their domicilium from time to
          time, provided that any such change shall only be effective upon
          receipt of notice in writing by the other party of such change.

19.3      Save as otherwise provided in this Agreement, all notices, demands or
          communications intended for either party, shall be made or given at
          such party's domicilium for the time being by telex, telefax, telegram
          or hand delivery to a responsible employee of the party, and, if by
          hand delivery the party to whom such



                                                                         Page 22

          notice, demand or communication is addressed will not refuse delivery,
          and in the event the delivery is so refused, delivery shall be deemed
          to have been made, given and received on the day delivery was so
          tendered.

20.  GOVERNING LAW

     This Agreement shall be governed by the laws of the Republic of South
     Africa.

21.  WHOLE AGREEMENT

21.1      This Agreement and the annexures hereto shall constitute the whole
          agreement between the parties hereto.

21.2      No variation, modification or waiver or cancellation of any provisions
          of this Agreement, or consent to any departure therefrom, shall in any
          event be of any force or effect unless confirmed in writing and signed
          by the parties, and then such variation, modification, waiver,
          cancellation or consent shall be effective only in the specific
          instance and for the purpose and to the extent for which it was made
          or given.

21.3      The parties confirm that, save as specifically set out herein, no
          undertakings, representations or warranties have been made by or on
          behalf of the other party hereto, relating to this Agreement.

21.4      It is recorded that no oral or written agreement has or will come into
          being relating to the matters herein contained, save as herein
          contained and signed by the respective parties.

22.  COSTS

22.1      All costs relating to the negotiation, preparation, conclusion and
          implementation of this Agreement shall be borne and paid by BT.



                                                                         Page 23

22.2      All brokers fees payable upon the conclusion of this transaction shall
          be paid by BT on Signature Date.

22.3      All charges incurred in the registration of the transfer of the West
          Wits Freehold into the name of BT, including the conveyancing charges
          of Deneys Reitz Inc at the recommended conveyancing tariff, shall be
          borne by BT.

23.  TRANSACTIONS INDIVISIBLE

     The transactions contemplated herein are all indivisibly linked so that if
     one is incapable of being implemented the others will also be incapable of
     being implemented save to the extent recorded in this Agreement.

24.  BOOKS, RECORDS, DOCUMENTS

     As soon as is reasonably possible after the Signature Date DRD and WEST
     WITS shall deliver to BT all books, records and documents relating to the
     West Wits Plant Enterprise sold in terms of this Agreement.

25.  DISPUTES

     The parties shall use their reasonable endeavours to resolve, amongst
     themselves any dispute arising out of or in connection with this Agreement,
     (including any question regarding its existence, validity, implementation
     or termination), failing which the dispute shall be referred to and finally
     resolved by arbitration in Johannesburg, in accordance with the provisions
     of clause 26.

26.  ARBITRATION

     Any dispute arising from or in connection with this Agreement shall be
     finally resolved in accordance with the Rules of the Arbitration Foundation
     of Southern Africa by an arbitrator



                                                                         Page 24

     or arbitrators agreed by the parties, and failing such agreement within 10
     days of the date of declaration of the dispute, appointed by the
     Foundation.



                                                                         Page 25

27.  CESSION

     None of the parties shall be entitled to cede, assign or otherwise transfer
     all or any of its rights, interest or obligations under and in terms of
     this Agreement to any person, without the prior written consent of the
     other parties, which consents may not be unreasonably withheld.

28.  INSURANCE

     DRD shall continue to insure the West Wits Plant Enterprise at its cost up
     to 31 March 2003, whereafter the obligation to insure the West Wits Plant
     Enterprise shall pass to BT with effect from 1 April 2003.

29.  INSOLVENCY ACT ADVERTISEMENTS

     The parties agree that notice of the sale of the West Wits Plant Enterprise
     will not be published as contemplated in section 34 of the Insolvency Act,
     No. 24 of 1936 (as amended). Accordingly, each party indemnifies and holds
     the other parties harmless from and against any and all loss which each of
     the parties may suffer as a result of or arising out of the failure so to
     advertise.

30.  WEST WITS RETAINED RIGHT TO MINE

30.1      WEST WITS hereby retains the right to mine underground by virtue of
          its mining titles and mining authorisations held by it on the property
          covered by the West Wits Plant Enterprise. WEST WITS shall use its
          Surface Right Permits which pertain to the surface area of the West
          Wits Plant Enterprise for the purposes of access to its underground
          structures only. In exercising its rights in terms of this Agreement
          BT shall at all times not do anything on or about the surface area of
          the West Wits Plant Enterprise which would unreasonably restrict WEST
          WITS's right to access of its underground mining activities.



                                                                         Page 26

30.2      It is further recorded that WEST WITS has and will retain certain
          rehabilitation liabilities in respect of its underground activities on
          the areas covered by the shaft equipment areas as depicted on the plan
          and sketches on Annexe 2 in respect of the shafts. BT in exercising
          its rights in terms hereof shall not do anything which will prejudice
          WEST WITS's ability to fulfil its rehabilitation obligations as set
          out in its approved environmental management programme.

31.  AMANZI WATER TREATMENT PROJECT

     DRD shall make available to BT information relating to the Amanzi Water
     Treatment Project undertaken by it, provided that such information shall be
     deemed to be Confidential Information and shall not be used by BT without
     the prior written approval of DRD.

THUS DONE AND SIGNED at JOHANNESBURG on this 12th of June 2002 and in the
presence of the undersigned witnesses:

AS WITNESSES

  1.   /s/ B. Morton

  2.   /s/ D. Van den Bergh      /s/  Mark Wellesley-Wood
                                 --------------------------------
                                 For and on behalf of DURBAN ROODEPOORT
                                 DEEP, LIMITED
                                 Director
                                 who warrants that he is duly authorised hereto.



                                                                         Page 27

THUS DONE AND SIGNED at JOHANNESBURG on this 12th of June 2002 and in the
presence of the undersigned witnesses:

AS WITNESSES

1.   /s/ B. Morton

2.   /s/ D. Van den Bergh        /s/ Mark Wellesley-Wood
                                 --------------------------------
                                 For and on behalf of WEST WITWATERSRAND
                                 GOLD MINES LIMITED
                                 Director
                                 who warrants that he is duly authorised hereto.

THUS DONE AND SIGNED at JOHANNESBURG on this 12th of June 2002 and in the
presence of the undersigned witnesses:

AS WITNESSES

  1.  /s/ B. Morton

  2.  /s/ Frik Blaauw            /s/ P. Wesselink
                                 --------------------------------
                                 For and on behalf of BOPHELO TRADING
                                 (PROPRIETARY) LIMITED
                                 Director
                                 who warrants that he is duly authorised hereto.

[AGREEMENT LAST SIGNED ON 12 JUNE 2002]



                                                                         Page 28

ANNEX 1
(DIAGRAM)

ANNEX 2
(DIAGRAM)

ANNEX 2A
(DIAGRAM)



                                                                         Page 29

ANNEXE 3

PAYROLL SYSTEM PRINTED ON 2002/05/27 55 WEST WITS GOLD MINE (PTY) LTD 55 FOR
PERIOD ENDING 2002/05/31                                          PAGE 1

                                                                  ANNEX 3



                                                       BASIC           LEAVE         START
NAME                               ID NUMBER           SALARY          ENT           DTE          EMP NO
                                                                                   
Mitchell Jacobus Hercules          7106135020067        7848.00         24.000       95/05/02     00000034
Lettao Henry Frank Ferreira        5703055099003       16842.00        53.5000       82/10/26     00000095
Meyer Frans Johannes               6506085076081        7113.00                      28.9900      00000104
Janse Van Vuuren Pieter Carel      440302031008        10934.00        39.1300       85/01/15     00000105
Matanane Molahleyi                 7006275336089        5725.00        26.0000       90/10/01     00000112
Coetzee Dirk Gustavus              6909125045084        7643.00        25.0000       98/10/01     00000266
Steinman Johannes Christiaan       4702215042083       10700.00        32.4100       90/02/19     00000476
Dykman Kennith Vivian J            5912095209004        7838.00        40.0700       98/03/01     00000500
Havenga Hendrik Frederick          580131518081        10800.00        86.8300       91/06/24     00000535
Jordaan Johannes Jacobus           5902115051080       12750.00        29.2000       92/02/01     00000576
Lee Marthinus Christoffel          5001065407006        7838.00        39.0000       92/10/01     00000626
Danielsen Kieth Dallas             4609025156005       11858.00        29.0500       96/01/29     00000681
De Bruyn Pieter Albert             7108225020084        6806.00        23.0300       90/03/09     00001010
Sudja Guidione                     6804145938188        1113.00        40.2500       91/01/15     00003043
Simango Johan Thousand                                  1113.00        16.2500       95/10/11     00003211
Khoza Lawrence                     6708175453085        2506.00        25.7500       93/01/05     00003281
Nuvunga Elias Frenque                                   2506.00        46.2500       93/01/29     00003297




                                                                         Page 30



                                                       BASIC           LEAVE         START
NAME                               ID NUMBER           SALARY          ENT           DTE          EMP NO
                                                                                   
Sechele Mathews                    7010045427087        1184.00        27.0300       93/02/05     00003335
Shogole Lupwick Majimetja          5712255973088        2414.00        31.4100       93/03/04     00003338
Ugueio Sabado Luis                                      1113.00        32.2500       00/09/21     00003344
Qothelo Mzingisi Nicholass         6703165874085        1113.00        22.0700       93/06/03     00003358
Simango Januario Vasco                                  2506.00        18.2500       94/06/06     00003417
Ndou Lufuno Wilson                 6011285321080        1184.00        36.8500       94/01/31     00003460
Mabe Jappie Tshokolo               6703085691080        2506.00        10.9300       94/03/15     00003462
Molise Abednigo Mokoto             6804036182086        1185.00        36.8500       94/02/02     00003463
Nhamusse Joao Raimundo                                  1113.00        13.2500       84/03/24     00003491
Sithole Samuel Eric                7208235773183        2506.00        62.2500       98/09/29     00003495
Mokobane Isaac Tuki                4601105236088        1113.00        23.0900       94/05/13     00003511
Chivile Antonio Luiza              6208155179180        1113.00        24.1700       94/06/09     00003580
Mathebula Simon                    6904015379081        1113.00        14.1700       94/06/10     00003584
Seeri Tatolo Saul                  6609015577085        1113.00        28.2500       94/06/28     00003596
Sithole Jerry Phillip              7506235927162        1113.00        22.2500       94/09/06     00003621
Chaya Moises Watche                6707015220183        1113.00        14.5000       94/09/19     00003637
Nyaunda Nelson                     6906255766182        2506.00        53.2500       94/10/04     00003650
Sitoe Salvador Sebastiao           6202165151180        1113.00        14.5000       94/11/17     00003698
Simango Zacaria Matheus            6804265344183        1232.00         8.0000       94/11/23     00003723
Gwenzi Paul                        7203106625162        1113.00        22.2500       94/12/12     00003785
Mapsanghe Augusto Silvestre                             2506.00        27.2500       94/12/19     00003790
Menyuku Malesela Johannes          5811115766086        1184.00         2.2500       98/10/15     00003928
Legoabe Shadrack                   7301036270085        1184.00        29.2500       98/11/30     00003960
Ubisse Daniel Isaias               4902105686086        1184.00        34.2500       98/11/30     00003961
Ngxawo Zwelijikile                 6002205998081        1113.00         4.2500       99/11/26     00003968




                                                                         Page 31



                                                       BASIC           LEAVE         START
NAME                               ID NUMBER           SALARY          ENT           DTE          EMP NO
                                                                                   
Ntloko Phumlani                    7201145915085        1113.00        36.2500       99/01/28     00003996
Nyhata George Gladson              4906055692184        1184.00        42.2500       99/02/10     00004005
Chichava Jose Castigo              6602155340182        1113.00        17.2500       99/01/07     00004014
Shila Edward Ngwashena             7401106506184        1113.00        18.2500       99/12/02     00004064
Fiosso Armando                                          1184.00        70.2500       99/06/29     00004088
Mosheya Simon                      6507295337081        1184.00        26.2500       99/03/02     00004119
Tshebi Launcelot                   5812075942089        1184.00        12.2500       99/05/10     00004201
Mapsanganhe Santos Armando         6702255431186        1113.00        32.2500       99/11/26     00004210
Mucuacua Andre                                          1231.00         8.2500       99/07/06     00004299
Chivavele Elias Lassi              5608155212181        1113.00        28.2500       00/01/06     00004308
Lukhelo Joseph Louis               5705195836084        2613.00        44.7700       81/01/09     00005010
Sathekge Johannes                  6112015413088        2511.00        36.2500       83/11/07     00005028
Nhambe Amosse                      4601255523186        1456.00        34.7600       84/01/04     00005204
Sikhiti Magubane                   4606066006081        1113.00         8.0400       88/08/08     00005817
Malepe James                       6409105783085        1113.00         22.300       82/07/15     00005860
Sibanda Mica Manaisse              4901155681187        1113.00        19.7500       00/08/29     00005872
Simango Matiguitie Johane                               1113.00         8.2500       83/10/11     00005891
Sithole Jonas Samuel               5002025984189        1113.00        18.5400       87/09/18     00005897
Sithole Simon Joane                4802225155188        1113.00        24.2500       98/11/12     00005928
Phote Mntongaka                    5807125933088        1113.00        44.0600       90/03/23     00005939
Phaswana Alpheus                   5509185740086        1521.00         6.2500       88/01/26     00005987
Nobatana Edward Vuyani             5806266041081        1113.00        42.2500       92/03/05     00006045
Ginela Armindo                                          1113.00         2.2500       89/05/18     00006540
Mmola Phillemon                    6602125489085        7306.00        26.0000       87/12/31     00006660
Mokgatle Petrus                    6308156010085        1112.00        38.4800       89/02/02     00006667
Manava Adam Manuel                 6206205147181        2486.00         4.7600       86/01/02     00006838
Mahl Rampube Samuelakwana          6704225366088        1113.00         4.2600       87/01/16     00008128




                                                                         Page 32



                                                       BASIC           LEAVE         START
NAME                               ID NUMBER           SALARY          ENT           DTE          EMP NO
                                                                                   
Mahulana Eliatasse Mazazene        3705015114185        1584.00        32.2600       87/10/17     00009009
Maningue Manuel                                         1113.00        14.2500       90/11/09     00009111
Mkuzo Mbuyiselo                    6506156031080        1113.00        20.7600       88/01/15     00009189
Mudende Langton                    6404035140183        1113.00        23.7600       88/01/15     00009191
Masemola Oupa Isaac                6206165715084        1113.00        40.0000       00/09/27     00009251
Rasikkhinya Amos                   6301065883080        1184.00        34.5400       92/04/22     00009256
Muleya Elia                        6206156023084        1113.00        61.0300       89/11/17     00009296
Zunguze Alexandre Paulo                                 1113.00        40.2500       85/10/14     00009566
Nogola Zithobile                   6306106205085        2506.00        17.0300       08/11/29     00009663
Chivambo Manuel Antonio                                 1113.00         8.2500       89/11/30     00009794
Maebane Ngwato Pinaas              6401165641089        1113.00        21.4900       91/10/30     00009823
Simango Joaquim Mabuco                                  1113.00        21.2500       89/01/17     00009854
Noalowa Virginia                   5708100785081        1113.00        11.0600       89/03/20     00009954
Wagner Carel Willem Pieter         7208275146084        7573.00         2.5000       02/05/01     00019576
Jansen Van Nieuwenhuizen Gysbe     5807255149083        7573.00         2.5000       02/05/01     00019577
Lange Andre Wilhelem               5910135065089        7573.00         2.5000       02/05/01     00019579
Van Wyk Johannes Marthinus         7008195009085        6955.00         1.2500       02/05/01     00019579
Da Silva Francisco George          5110185076082        6955.00         2.5000       02/05/01     00019581
Erasmus Daniel Johannes            4212015116087        7037.00         2.5000       02/05/01     00019582
Herbst Petrus Albertus             5902045029081        7573.00         2.5000       02/05/01     00019584
Malungane Alexandre Mazinane                            1113.00         6.2500       85/05/13     00061060
Erasmus Daan                       42120151116004           .00        25.6200       98/07/01     00000085
Thwala Willy Lomimiza              5611095585088        5603.86         3.5000       87/11/85     00000232




                                                                         Page 33



                                                       BASIC           LEAVE         START
NAME                               ID NUMBER           SALARY          ENT           DTE          EMP NO
                                                                                   
Wagner Carel Willem Pieter         7208275146084            .00        14.2500       96/08/12     00000C10
Van Wyk Johannes Marthinus         7008195009085            .00          .0000       98/12/19     00000C24
Da Silva Francisco George          5110185076082            .00        16.2500       99/07/29     00000C46
Scheepers Leon                     5406195666080        7300.00         4.7500       02/04/11     00000C76
Jansen Van Vuuren Michael          7409075269080        7077.00          .0000       01/07/01     0000C107
Jansen Van Nieuwenhuizen Gysbe     5807255149000            .00         5.7500       01/07/01     0000C108
Wagner James Cornelius             3611075029083        7077.00        10.7500       01/07/01     0000C109
Labuschagne Petrus Josefus Mat     5406275131088        7077.00         2.7500       01/07/01     000C112
Mongalo Omphentse                  5710015920084        1040.00        13.7500       01/07/01     0000C113
Matsinhe Luis Rafael               5202227806184        1040.00        13.7500       01/07/01     0000C114
Herbst Petrus Albertus             5902045029081            .00        10.5000       01/08/02     0000C118
Lange Andre Wilhelm                5910135065089            .00         4.0000       01/09/24     0000C144
Moloko Lesiba Sydney               6012305746082        6500.00         6.2500       02/01/07     0000C161
Motingoe Bethuel Ramokebe          6402075451080        6500.00         5.0000       02/01/28     0000C173
Muxchunga Jacob Arone              MP095185             1040.00         5.0000       02/02/01     0000C192
Sadiki Robert                      50031857640809       1040.00         5.0000       02/02/01     0000C193
Gumede Richard Baba                6211135637087        1040.00         5.0000       02/02/01     0000C194
Muianga Figuerido                  AA077012             1040.00         5.0000       02/02/01     0000C195
Cossa Domingo                      5610295209184        1040.00         5.0000       02/02/01     0000C196
Munjovo Amosse Watch               AA267519             1040.00         5.0000       02/02/01     0000C197
Simango Filipe Manhiea             AA282304             1040.00         5.0000       02/02/01     0000C198
Machava Themba Solomoni            6310215110187        1040.00         5.0000       02/02/01     0000C199




                                                                         Page 34



                                                       BASIC           LEAVE         START
NAME                               ID NUMBER           SALARY          ENT           DTE          EMP NO
                                                                                   
Zukelwa Mzwandile Wellington       6205295672082        1040.00         5.0000       02/02/01     0000C200
Mbawala John Chiwota               5206225761087        1040.00         5.0000       02/02/01     0000C201
Simango Johannes Filimon           7201156632181        1040.00         5.0000       02/02/01     0000C202
Sitoe Antonio Fabian               AA271746             1040.00         5.0000       02/02/01     0000C203
Selebalo Abel Buti                 5906066152086        1040.00         5.0000       02/02/01     0000C204
Botha Gerrit                       6410235092082        6500.00         2.5000       02/03/25     0000C221
Mokanda Zacaria Pencil             6808165092180        1040.00         2.5000       02/04/01     0000C225
Muhlanga Jossia Jonas              6912095446183        1040.00         2.5000       02/04/01     0000C226
Zitha Salvadore                    5010106018181        1040.00         2.5000       02/04/01     0000C227
Lemani Sanyai                      5002155696082        1040.00         2.5000       02/04/01     0000C228
Shongwe Pipi Amos                  5801075452082        1040.00         2.5000       02/04/01     0000C229
Conradie Jacoba Elizabeth          5911130115085       10065.00         5.0000       01/05/21     25
Grundeling Deon                    5111025120080            .00          .0000       00/11/28     37




                                                                         Page 35

ANNEX 4

(DIAGRAM)

ANNEXE 5

                    SCHEDULE OF COMPONENTS OF WEST WITS PLANT

   1. Sand Plant - with feeder crusher, screens, silos, spirals, electrics and
      accessories

   2. Spiral plant - cyclones, spiral banks, agitator, pumps, compressors,
      milling plant, thickeners and lime plant, electrics and accessories.

   3. Carbon in leach plant - tank banks with agitators, screens, carbon tanks
      (holding and settling), furnace, acid tanks, carbon column, reagents,
      electrics and accessories.

   4. Administration stores, offices, workshops, electric sub-stations and
      accessories.

   5. Generally, without limiting the provisions of 1,2,3 and 4 above,
      everything constructed to process gold bearing rocks so as to extract gold
      and its by products, sited on the West Wits Freehold and the adjacent
      Surface Right Permits. This broadly includes the concentrator plant, the
      carbon in leach plant, the smelt plant, the workshops and the offices,
      their contents and support systems. Further included are the associated
      equipment yards, and inventory stores containing components, scrap or
      otherwise; The vehicles owned by WEST WITS used for transport and
      supervision purposes on the West Wits Plant Enterprise; The slurry feed
      pipelines, water lines and slime disposal lines, power supply lines to and
      from the West Wits Plant.

EX-4.49

                                                                    EXHIBIT 4.49

SCMB
                                 CORPORATE BANKING DIVISION

 PRIVATE AND CONFIDENTIAL        Standard Bank Centre              P O Box 61344
                                 3 Simmonds Street             Marshalltown 2107
                                 Johannesburg 2001
 The Directors                                              S.W.I.F.T SBZA ZA JJ
 Durban Roodepoort Deep Limited                          Telegrams "STANMERBANK"
 PO Box 82291                                             Telex 4-87620, 4-87629
 Southdale                                                   Fax  (011) 636-2371
 2135                                                                  Telephone
                                                      Switchboard (011) 636-9115


ATTENTION : MR IAN MURRAY


Date             Direct telephone number  In reply please quote   Your reference
                                          our reference
07 October 2002  (011) 636-3527           WVDM/tdj


Dear Sirs

BANKING FACILITIES

The Standard Bank of South Africa Limited (including alt of its divisions
hereinafter referred to as "the Bank") represented by its Standard Corporate and
Merchant Bank Division, confirms having granted certain banking facilities ("the
facilities") to Durban Roodepoort Deep Limited ("the Customer"). The facilities
shall upon signature hereof by the Customer and any other signatories hereto,
and fulfilment or waiver of any conditions precedent mentioned herein, be
subject to the revised terms and conditions (including but not limited to any
revised limits) contained in this letter and in Annexures "A" and "B" hereto.

1.       THE FACILITIES



         --------------------------------------------------------------------
         NATURE OF FACILITY                        MAXIMUM AGGREGATE LIMIT

         --------------------------------------------------------------------
                                                
         General  Short  Term  Banking   Facility  R 60 000 000
         ("GSTBF")
         --------------------------------------------------------------------
         Business Mastercard                       R     30 000
         --------------------------------------------------------------------




                                                                               2

                                                                
- --------------------------------------------------------------------------------
STANNIC
Liquidating Credit Line                                            R     250 000
Fleet Management Service                                           R      12 000

- --------------------------------------------------------------------------------
GUARANTEES BY BANK
Performance Guarantees                                             R   6 000 000
- --------------------------------------------------------------------------------
DERIVATIVE PRODUCTS
Forward Exchange Contracts                                         R 110 000 000
(Maturities within 370 days)
- --------------------------------------------------------------------------------
ELECTRONIC BANKING TRANSACTIONAL LIMITS
   -     CORPORATE ACCESS TERMINAL SYSTEM (CATS)
   -     Own Accounts                                              R  21 000 000
   -     Same Day Soonest Value Services (SSVS)                    R  92 700 000
   -     ELECTRONIC FUNDS TRANSFER SERVICE (EFTS)
   -     Monthly                                                   R  17 800 000
   -     December                                                  R  17 800 000
- --------------------------------------------------------------------------------



2.       CONDITIONS PRECEDENT

2.1          The facilities shall be subject to the revised terms and conditions
             in this letter and any annexures hereto upon fulfilment, to the
             satisfaction of the Bank of the following conditions precedent:

2.1.1              that all the securities referred to under the heading
                   "Security" in this facility letter have been properly
                   furnished to the Bank together with such supporting
                   resolutions as the Bank may require;

2.1.2              that all formalities referred to in this facility letter have
                   been duly completed.

2.2          The above conditions are inserted for the benefit of the Bank, who
             may waive any of the said conditions in its sole discretion.

2.3          Notwithstanding anything to the contrary in this letter, until such
             time as the said conditions precedent have been fulfilled or
             waived, the facilities shall continue to be



                                                                               3

             subject to the terms and conditions currently pertaining thereto
             and should any of the facilities be withdrawn or repayment thereof
             be demanded by the Bank during such period, this letter shall be of
             no further farce or effect (even if the conditions precedent are
             subsequently met) and the facilities shall be governed by the
             current terms and conditions pertaining thereto.

3.       SECURITY

3.1          Any security currently held by the Bank shall also constitute
             security for the facilities.

3.2          In addition and without prejudice to any security already held by
             the Bank, the Bank requires the following as security for all the
             Customer's indebtedness to the Bank from time to time, howsoever
             arising:

3.2.1              cross suretyships in favour of the Bank and on terms and
                   conditions acceptable to the Bank, between the Customer and
                   Crown Consolidated Gold Recoveries Limited.

3.3          The security referred to in this paragraph is in addition to and
             not in substitution for any security arrangements made in terms of
             any separate terms and conditions of specific facilities.


4.       ADDITIONAL TERMS

4.1          ADDITIONAL PARTIES

4.1.1              The parties listed in the facilities schedule attached to
                   this letter and any other parties requested by the Customer
                   from time to time and agreed to by the Bank in its sole
                   discretion ("the Additional Parties"), are hereby expressly
                   authorised by the Customer, and shall consequently be
                   entitled, to utilise the facilities together with the
                   Customer, in accordance with the details set out in the said
                   facilities schedule, or otherwise as the Bank may with
                   respect to both the Customer and the Additional Parties, from
                   time to time in its sole discretion allow. Any amounts which
                   may at any time be or become owing to



                                                                               4

                   the Bank in respect of the facilities so utilised by any
                   Additional Party and not discharged on due date by such
                   Additional Party, shall be discharged in full by the
                   Customer, forthwith upon receipt by the Customer of the
                   Bank's written demand. Any such utilisation by an Additional
                   Party shall be subject to the terms and conditions contained
                   in this letter and any annexures hereto, and shall further be
                   subject to:

4.1.1.1                   all the conditions precedent contained in this letter
                          having been fulfilled or waived;

4.1.1.2                   the aggregate amount of the utilisation of the
                          facilities by the Customer and the Additional Parties
                          not at any time exceeding the maximum aggregate limit
                          for each facility except to the extent the Bank, may
                          in its sole discretion allow;

4.1.1.3                   the Additional Parties not being entitled to utilise
                          such facilities in the event the facilities are
                          terminated by the Bank, by notice to the Customer, or
                          otherwise in terms of this letter;

4.1.1.4                   the Additional Parties having signed this letter and
                          any separate documentation pertaining to any facility,
                          should the Bank so require.

4.1.2              Should the Bank offer (or have offered) its cash management
                   service to the Customer, any parties ("the Participating
                   Parties") which from time to time participate in the
                   Customer's cash management arrangement shall also be entitled
                   to utilise the Customer's overdraft facility subject to the
                   provisions of this letter. The Participating Parties shall
                   consequently be deemed to be included in the definition of
                   "the Additional Parties" for purposes of this paragraph 4.1.

4.1.3              Without derogating from the provisions of 4.1.1 above, the
                   following further parties listed below shall, subject to the
                   provisions of this letter, also be entitled to use the
                   Customer's Electronic Banking Transactional Limits in such
                   amounts as the Bank may from time to time in its sole
                   discretion allow, and such parties shall accordingly be
                   deemed to be included in the definition of "Additional
                   Parties" for the purposes of this paragraph 4.1:



                                                                               5

4.1.3.1                   Crown Gold Recoveries Limited.

4.1.4              Without prejudice to the Bank's rights in terms of any other
                   provisions of this paragraph 4.1. the Customer hereby
                   indemnifies and holds the Bank harmless, against any loss or
                   damage of whatsoever nature, which the Bank may suffer or
                   sustain, arising from, or relating to the utilisation of the
                   facilities by any Additional Party in terms of this letter.

4.2      PROVISION OF INFORMATION

         The Bank requires the Customer, and the Customer undertakes by its
         signature hereto, to furnish the Bank with:

4.2.1              signed copies of annual audited financial statements in
                   respect of such parties as the Bank may require, as soon as
                   those financial statements are ready and available, but in
                   any event within a period of 90 days from the end of THE
                   financial year to which they relate;

4.2.2              such further information as the Bank may require, from time
                   to time.

4.3      MATTERS REQUIRING THE BANK'S CONSENT

         The Customer by its signature hereto, undertakes to the Bank that it
         will not and it will procure that its subsidiaries do not, without the
         Bank's prior written consent:

4.3.1              incur any further borrowings.

4.4      FURTHER UNDERTAKINGS

         The Customer by its signature hereto, undertakes to the Bank:

4.4.1              that it will approach the Bank first (unless it wishes to
                   approach a bank which is not situated in the Republic OF
                   South Africa) for the financing of any facility, to settle
                   the GSTBF, notwithstanding that the Bank has no obligation to
                   offer the aforesaid facility to the relevant party/ies, that
                   it will furnish the Bank with all the information which it
                   may request in regard to the above and that it will



                                                                               6

                   give the Bank a reasonable time within which to make the
                   above offer, whereafter the Customer, may approach another
                   financier in respect thereof.

4.5          REDUCTION IN GSTBF

             Without prejudice to any of the Bank's right in terms of paragraph
             2 of Annexure A the Maximum Aggregate Limit in respect of the GSTBF
             shall automatically reduce to Nil on 7 April 2003, on which date
             all amounts in excess of the reduced Maximum Aggregate Limit shall
             be immediately due and payable to the Bank.

5.       ACCEPTANCE

         To indicate your acceptance of the aforegoing, kindly initial each page
         of the attached duplicate of this letter (including any annexures
         hereto), sign the acknowledgement on the final page of the letter as
         acceptance of the terms and conditions of the facilities and return
         same to the bank before 30 November 2002, in which event the Bank shall
         require (and the Customer by its signature hereto undertakes to provide
         to the Bank):

5.1          a certified copy of the memorandum and articles of association of
             the Customer, the Additional Parties, and all parties required to
             furnish the Bank with security in terms of this letter, as well as
             any special resolutions registered to date and/or any founding
             statements, association agreements, trust deeds, letters of
             authority or other documents as the Bank may request;

5.2          a certified copy of a supporting resolution in relation to this
             facility letter along the lines of the enclosed specimen.

6.       CONFLICT

6.1          The terms and conditions of this letter, any annexures to this
             letter and any separate terms and conditions (embodied in writing)
             or written agreements relating to a facility, shall be read
             together, provided that should a conflict exist or arise:

6.1.1              the separate terms and conditions relating to a particular
                   facility shall prevail; and

6.1.2              the contents of this letter shall prevail over any annexures
                   hereto.



                                                                               7

6.2                To the extent there are any undertakings, warranties or the
                   like by the Customer or any other party, contained in this
                   letter or any of its annexures, such undertakings, warranties
                   or the like do not in any way prejudice or detract from the
                   Bank's rights with respect to facilities that are repayable
                   or terminable in terms of paragraph 2 of annexure A.

Yours faithfully
/s/ David Austen p.p.
W. Van Der Merwe
ACCOUNT EXECUTIVE


 TERMS AND CONDITIONS ACCEPTED

SIGNED AT    JOHANNESBURG              ON                7 OCTOBER

For:     Durban Roodepoort Deep, Limited (Registration Number:  1895/000926/06)


Signature:   /s/ Ian Murray                     IAN MURRAY
             --------------

Physical
Address:     45 Empire Road
             PARKTOWN
Tel:         381-7807
Fax:         482-4643


             Signature Verified
             For The Standard Bank of South Africa

             (Signed) Manager Sale Support


[LAST SIGNED ON 7 OCTOBER 2002]

##

                                                                               8



[PICTURE OMITTED]




                                                                               9

GENERAL TERMS AND CONDITIONS

1.       DEFINITIONS

1.1      In this annexure, words and phrases shall, unless the context indicates
         otherwise, or the relevant word or phrase is defined separately in this
         annexure, bear the meanings assigned to them in the letter of offer
         ("the offer letter") to which this document forms an annexure.

1.2      The offer letter together with all annexures thereto is referred to as
         "the facility letter".

2.       DURATION AND REPAYMENT OF FACILITIES

         Subject to any contrary provisions with respect to a particular
         facility (or a particular instrument) contained in the offer letter, or
         in any other annexures to the offer letter or in any other written
         agreement:

2.1      each facility may be terminated by the Bank BY notice to the Customer
         to that effect in which event the relevant facility/ies shall either be
         cancelled forthwith or from any subsequent date stated in that notice:
         and/or

2.2      the Bank may, by notice to the Customer, require all amounts
         outstanding under all or a particular facility/ies (or instrument/s) to
         be repaid immediately or by any later date stated in such notice;
         and/or

2.3      the aggregate maximum limit for each facility may be reduced by the
         Bank by notice to that effect to the Customer, in which event all
         amounts in excess of the limit/s so reduced shall become immediately
         repayable.

3.       INTEREST

3.1      Interest shall be:

3.1.1    payable at a rate which shall initially be determined and may
         subsequently be altered from time to time by the Bank;

3.1.2    calculated on the daily balance owing under a facility, notwithstanding
         that such balance may have been increased by the debiting of interest
         to such balance;

3.1.3    calculated on the basis of a 365 day year factor, irrespective of
         whether or not the year in question is a leap year.

3.2      Any excess availment above the agreed limit for a facility, shall
         without prejudice to any outer rights the Bank may have, attract
         additional interest at a rate of 2.5% p.a.

4.       EXCHANGE CONTROL

         Should the Customer (or any Additional Party) become subject to the
         provisions of Exchange Control Regulation 3(1)(f) the Customer warrants
         that the facilities will be duly reported in the Exchange Control
         questionnaire (Form MP79(a)) submitted annually by the Customer (or
         Additional Party, as the case may be).

 5.      CERTIFICATE

         A certificate signed by any manager of the Bank (whose appointment or
         authority need not be proved) as to any amount owing to the Bank under
         the facility letter, the rates of interest and any other fact stated
         therein, shall be prima facie proof of the content of such certificate.

 6.      PENALTY INTEREST

         All amounts payable to the Bank in terms of the facility letter which
         are not paid on the due date thereof shall with effect from that date
         bear interest at the rate of 2,5% (two comma five per cent) per annum
         above "Prime" which is defined below, compounded monthly in arrears,
         without prejudice to any right which the Bank may otherwise have as a
         result of that non-payment. "Prime" is the publicly quoted basic rate
         of interest per annum ruling from time to time (as certified by any
         general manager or director of the Bank, whose appointment it shall not
         be necessary to prove) at which the Bank lends on overdraft.

7.       FREE OF DEDUCTION

         All amount paid to the Bank under the facility letter shall be made
         free of deduction or set-off. Should the Customer (or any Additional
         Party) be compelled by law to withhold or deduct any taxes or other
         charges from any amounts payable to the Bank, the amounts payable to
         the Bank shall be increased to the extent necessary to ensure that the
         Bank receives the amounts payable, free of such withhold or deduction.

8.       ALLOCATION OF PAYMENTS

         The Bank will be entitled to allocate any payments received under the
         facility letter to any indebtedness of the Customer (or any Additional
         party) to the Bank and the Customer waives any rights it may have to
         name the debt in respect of which payment is made.

9.       WARRANTIES

         The Customer by its signature hereto, represents and warrants to the
         Bank throughout the currency of the facility letter that:

9.1      it is a corporation duly registered and existing under the laws of the
         Republic of South Africa (if the Customer is cited as a corporation in
         this letter):

9.2      it has full power to enter into and perform in terms of the facility
         letter and has taken all necessary corporate and other actions to
         authorize the borrowings hereunder, including such steps as may be
         necessary to comply with the provisions of Article 60 of Table A or
         Article 61 of Table B of the Companies Act 1973 (as amended) if
         applicable;

9.3      the facilities constitute legal, valid, binding and enforceable
         obligations of the Customer;

9.4      no litigation, arbitration or administrative proceeding is presently in
         progress or, to the knowledge of the Customer, pending or threatened
         against it, or any of its assets or assets to be acquired which relate
         to the facilities or which would have a materially


                                                                              10


         adverse effect on the financial condition of the Customer;

9.5      it has disclosed to the Bank any and all material information which may
         have affected the Bank's decision to grant the facilities.

10.      CHANGE IN CIRCUMSTANCES/COMMITMENT FEE

10.1     Notwithstanding anything contained in the facility letter to the
         contrary, if any change in or introduction of any law, regulation,
         ruling, directive, policy and/or guidelines or any other similar event
         with which the Bank or any of its divisions is obliged to comply and/or
         which is in accordance with the practice of a responsible banker, or
         any interpretation or administration thereof, results in any increase
         to the Bank in the cost of maintaining and/or providing any of the
         facility options or any unutilized portions thereof, the Bank reserves
         the right to recover such additional costs from the Customer on demand.

10.2     As the Bank is obliged in terms of current legislation to observe
         reserving requirements for maintaining unutilized facilities where
         commission is payable funds is for periods in excess of 365 days, the
         Bank reserve the right to levy a commitment fee at its usual rates
         prevailing from time to time and in accordance with normal banking
         practice, for keeping any unused portion of the facilities at the
         Customer's disposal.

11       LEGAL CHARGES

         All legal costs/fees (on the attorney and own client scale) and other
         charges and expenses in connection with the facilities including but
         not limited to all costs incurred by the Bank in the enforcement of any
         of its rights under the facility letter, the preparation of the
         facility letter or any other documentation in relation hereto, the
         registration and eventual cancellation of any mortgage bonds referred
         to in the facility letter, and the premiums on any insurance
         policy/ies) which may be ceded to the Bank together with the stamp duty
         due on the required security documents, will be for the account of the
         Customer and payable on demand.

12.      WHOLE AGREEMENT,. VARIATION OF TERMS, NO INDULGENCE

12.1     The agreement created upon acceptance of the facility letter by the
         Customer shall constitute the whole agreement between the Bank and the
         Customer relating to the subject matter of the facility letter.

12.2     Save for an amendment referred to in the paragraph headed 'Switching
         between Facilities' no variation or amendment or consensual
         cancellation of any of the terms contained in the facility letter shall
         be of any force or effect unless it is recorded in writing and is
         signed on behalf of the Bank by one of its authorised officials and
         accepted by the Customer.

12.3     No indulgence shown or extension of time given by the Bank shall
         operate as an estoppel against the Bank or waiver of any of the Bank's
         rights unless recorded in writing and signed by the Bank.

12.4     The Bank shall not be bound by any express or implied term.
         representation, warranty, promise or the like not recorded herein,
         whether it induced the conclusion of any agreement and/or whether it
         was negligent or not.

13.      SEVERABILITY

         Each provision of the facility letter is severable, the one from the
         other and, if at any time any provision is or becomes or is found to be
         illegal, invalid, defective or unenforceable for any reason by any
         competent court, the remaining provisions shall be of full force and
         effect and shall continue to be of full force and effect.

14.      GOVERNING LAW

         The terms of the facility letter shall be governed by and interpreted
         in accordance with the laws of the Republic of South Africa.

15.      DOMICILIUM AND NOTICES

15.1     The Customer chooses as its domicilium citandi et executandi for all
         purposes in connection with the facility letter at the address set out
         under its acceptance of the facility letter. Such domicilium may be
         changed to another physical address within the Republic of South Africa
         upon 14 days written notice to the Bank,

15.2     Any notices sent/delivered to the Customer shall be deemed to have been
         received, if sent/ delivered to this paragraph:

15.2.1   by hand, on the date of delivery;

15.2.2   by prepaid post, 7 days after the date of posting;

15.2.3   by telex or telefacsimile, on the first business day (being a day which
         is not a Saturday, Sunday or Public Holiday in the Republic OF South
         Africa) following transmission

15.3     notwithstanding anything to the contrary in this paragraph a written
         notice or other communication actually received by any party shall be
         adequate written notice or communication to it notwithstanding that the
         notice was not sent to or delivered at its chosen address.

16.      CESSION

         Neither the Customer nor any Additional Parties shall be entitled to
         cede or delegate their rights and/or obligations in terms of the
         facility letter to any party without the prior written consent of the
         Bank.



                                                                              11


17.      ARBITRATION

         If any claim by the Bank in connection with the facilities or
         indebtedness to the Bank should be disputed, the matter in dispute may
         at the Bank's option be referred to arbitration in accordance with the
         arbitration laws of the Republic OF South Africa.

18.      DISCLOSURE OF INFORMATION

         The Customer authorises the Bank to furnish Standard Bank Investment
         Corporation Limited, any other subsidiary or associate company of
         Standard Bank Investment Corporation Limited, and any cessionary of the
         Bank's rights in terms hereof with any information/documentation they
         may request regarding the facilities, the Additional Parties or the
         Customer.

19.      SWITCHING BETWEEN FACILITIES

         The Customer shall be entitled to request that all or part of any
         unutilised portions of the maximum aggregate limit for a particular
         facility be allocated to another facility. Should the Bank agree to
         such request and whether such agreement is notified to the Customer or
         not, the maximum aggregate limits for the facilities in question shall
         be deemed to be amended accordingly. If a re-allocation is made in
         terms of this clause to a type of facility not previously granted, such
         new facility will be deemed to have been incorporated in the offer
         letter and accordingly in the definition of "the facilities", and the
         maximum aggregate limit for such facility shall be the amount allocated
         thereto.

         In the event of the maximum aggregate limit ('the limit") of any of the
         facilities being exceeded at any time, the Bank may without notice and
         without prejudice to any of its other rights as a result of such
         breach, in its sole discretion elect to eliminate such excess by
         appropriating the whole or any portion of the limit/s allocated to the
         remaining facilities which are not utilised to increase the limit of
         the facility which is in excess.

20.      EVENTS OF DEFAULT

20.1     For the purposes of the facility letter each of trio following events
         shall be regarded as an event of default:

20.1.1   if the Customer fails to pay any sum due by it to the Bank or to
         Standard Bonk investment Corporation Limited or any other subsidiary or
         associate company of Standard Bank Investment Corporation Limited, on
         the due date therefor,

20.1.2   if the Customer defaults in the due and punctual performance of my
         other obligation under the facility fetter or under any other written
         agreement between the Customer and the Bank or between the Customer and
         Standard Bank Investment Corporation Limited or any other subsidiary of
         associate company of Standard Bank Investment Corporation Limited;

20.1.3   if any representation, or warranty or undertaking made or represented
         either in respect of the Customer in or pursuant to the facility letter
         or in any documents delivered under the facility letter, is not
         complied with or is incorrect in any respect;

20.1.4   if the Customer is deemed to be unable to pay its debts in accordance
         with the provisions of section 345 of the Companies Act, 1973 (as
         amended) or otherwise defaults generally in the payment of its
         liabilities;

20.1.5   if a resolution is taken by the members or shareholders of the Customer
         or the members or shareholders of any surety/guarantor for the
         Customer's indebtedness to the Bank, to voluntarily wind-up any of the
         said parties or if any of the said parties or any of their assets
         become subject to any sequestration, liquidation or judicial management
         order, whether provisional or final, or if any trustee, liquidator.
         curator, judicial manager or any similar officer is appointed in
         respect of any of the said parties or any of their assets;

20.1.6   if the Customer or any surety/guarantor for the Customer's indebtedness
         to the Bank, is unable to pay its debts. suspends or threatens to
         suspend payment of all or a material part of (or of a particular type
         of) its indebtedness to any other creditors, commences negotiations or
         takes any other step with the view to the deferral, rescheduling or
         other readjustment of all of (or alt of a particular type of) its
         indebtedness to creditors (or of any part of such indebtedness which it
         will or might otherwise be unable to pay when due), proposes or makes a
         general assignment or an arrangement or composition with or for the
         benefit of its creditors or a moratorium is agreed or declared in
         respect of or affecting all or a part of the indebtedness of the
         Customer or of any surety/guarantor for the Customers indebtedness to
         the Bank (as the case may be):

20.1.7   if an attachment, execution or other legal process is levied, enforced,
         issued or sued out on or against any assets of the Customer or of any
         surety/guarantor for the Customers Indebtedness to the Bank, and is not
         discharged or stayed within 30 (thirty) days;

20.1.8   if at any time, the amount outstanding under a facility granted to the
         Customer exceeds the maximum aggregate limit for that facility, or the
         total amounts outstanding under all of the facilities exceed the total
         of the maximum aggregate limits for each facility;

20.1.9   if any sureties in respect of the Customer's indebtedness; to the Bank
         deliver a valid and effective notice of termination of liability under
         such suretyship;

20.1.10  if the auditors of the Customer in any financial statements of the
         Customer published after the signature of the Customer to the facility
         letter materially qualifies that annual statement in


                                                                              12


         any respects or inserts a note in the supporting documents to that
         financial statement relating to any material irregularity;

20.1.11  if there is a material deterioration in the Customer's financial
         position. "Material deterioration" shall mean material deterioration In
         the Bank's, reasonable opinion.

20.1.12  if the Customer embarks on any process or concludes any transaction in
         terms of which the Customer acquires or wilt acquire its own shares, or
         in terms of which the Customer assists or proposes to assist one of its
         subsidiaries to purchase shares in 'the Customer or in terms of which a
         payment will be made to shareholders in terms of S90 of the Companies
         Act 61 of 1973, as amended, without the prior written consent of the
         Bank;

20.1.13  if the Customer embarks on any process or concludes any transaction in
         terms of which the Customer assists, or proposes to assist its holding
         company to acquire its own (i.e. the holding company's) shares or where
         the Customer acquires shares in its holding company;

20.1.14  should the Bank become aware, at any time, of a fact or circumstance
         (whether same was present at or before the time of acceptance of this
         facility letter by the Customer or arose thereafter), which in the
         reasonably exercised opinion of the Bank has, or could in the future
         have, an adverse effect on the Customer's ability to perform any of Its
         obligations to the Bank in terms of the facility letter, or prejudice
         the Bank's position with respect to the facilities in any other way;

20.1.15  any of the above paragraphs apply to any Additional Party.

20.2     The Bank may without prejudice to any other rights hereunder or at law,
         at any time after the happening of an event of default, by written
         notice to the Customer:

20.2.1  decline any request by the Customer (or any Additional Party) to draw
        down any further monies under the facilities (or any one or more of
        them) or to further utilize / or avail of any of the facilities (or any
        one or more of them); and/or

20.2.2   require on demand payment of all indebtedness under the facilities (or
         any one or more of them) which is then outstanding and whether or not
         it is then due for payment, and upon any such demand all that
         indebtedness shall immediately become due and payable; and/or

20.2.3   require on demand cash security for any contingent liabilities under
         the facilities to the Bank. 20.2.4 The Bank's rights under this
         paragraph shall not be exhaustive but shall be in addition to and
         without prejudice to any other rights which it may have under the
         facility letter or law.

20.4     The contents of this paragraph shall not derogate from the Bank's
         rights in relation to any facilities which are repayable and/or
         terminable on demand.

TERMS AND CONDITIONS OF SPECIFIC FACILITIES

1.       DEFINITIONS

1.       In this annexure, words and phrases shall unless the context indicates
         otherwise, or the relevant word or phrase is defined separately in this
         annexure, bear the meanings assigned to them in the offer letter ('the
         offer letter") to which this document forms an annexure.

1.1      The offer letter together with all annexures thereto is referred to as
         "the facility letter'.

2.       AVAILMENT OF SPECIFIC FACILITIES

         The Customer shall only be entitled to avail of those facilities
         referred to in the offer letter, which facilities shall in addition to
         the terms and conditions contained in the offer letter and any other
         annexures thereto and arty separate agreement pertaining to such
         facilities, be subject to the relevant terms and conditions for each
         facility as set out in this annexure.

3.       GSTBF

3.1      AVAILABILITY

3.1.1    Subject to the availability of a particular instrument at a particular
         time and any contrary indication in the offer letter or thereafter, any
         of the instruments referred to below may be utilised provided that the
         aggregate amount outstanding at any point In time, under such
         instruments together with any limit afforded to the Customer for a
         Revolving Credit Facility, shall not exceed the aggregate maximum limit
         granted to the Customer for GSTBF and, neither the Customer nor any of
         the Additional Parties shall be entitled to utilise an Instrument to
         the extent that such utilisation would result in the said aggregate
         maximum limit being exceeded.

3.1.2    Should:

3.1.2.1  there be any change in legislation or in the departmental practice of
         arty authority, and in particular without limiting the generality of
         the aforegoing, any change it the Income Tax Act 1962 (as amended) or
         the Banks Act 1990 (as amended) or any regulations made in terms
         thereof, or in the interpretation or application of any such
         legislation or departmental practice, by any court or competent
         official; or

3.1.2.2  there be any change in banking practice as it affects or is applied by
         the Bank and any other financial institution registered in terms of the
         Banks Act 1980 (as amended); or

3.1.2.3  any other event occurs which is beyond the control of the Bank;
         with the result that an instrument offered in terms hereof is no longer
         made available, the Bank may notify the Customer in writing that the
         affected instrument will no longer be made available and the Customer
         shall, within 5 (five) days of the despatch of such notice elect (or
         procure that any Additional Party Wising an affected instrument under
         the provisions of the facility letter elects):

3.1.2.3.1 to utilize one or more of the other instruments offered under the
         GSTBF;


                                                                              13


3.1.2.3.2 or to settle the amount owing under the affected instrument.

3.2      INSTRUMENTS COMPRISING GSTBF

3.2.1    OVERDRAFT
         INTEREST

         The initial rate of interest on the overdraft shall be the Bank's Prime
         overdraft interest rate, which is the publicly quoted basic rate of
         interest per annum (as certified by any manager of the Bank, whose
         appointment it shall not be necessary to prove) at which the Bank lends
         on overdraft. Such interest will be payable monthly in arrears and be
         debited to the relevant current account or, a day convenient to the
         Bank, once in each calendar month in arrears.

3.2.2    CALL LOANS
         INTEREST
         The rate applicable to each call loan, shall be the rate quoted to the
         Customer (or an Additional Party) by the Bank prior to the availment of
         each such call loan and the Bank shall be entitled to adjust the rate
         at its discretion on a daily balls. Interest shall be payable monthly
         in swears on dates convenient to the Bank in each calendar month and an
         the date of repayment of a call loan.

3.2.3    SHORT TERM LOANS
         INTEREST
         The rate applicable to each short term loan shall be the rate quoted by
         the Bank to the Customer (or an Additional Party) prior to the
         availment of each such short term loan. Interest shall be payable on
         the due date for repayment of a short term loan unless otherwise agreed
         between the Bank and the Customer (or an Additional Party). REPAYMENT
         Subject to the Bank's rights in terms of the paragraph headed "Duration
         and Repayment of Facilities" in the facility fetter, all amounts
         outstanding under each short term loan shall be repayable at the end of
         a period as stated by the Bank to the Customer (or any Additional
         Party) for each short term loan prior to the advance of each short term
         loan.

3.2.4    REVOLVING ACCEPTANCE CREDIT FACILITY AND FOREIGN CURRENCY FINANCE
         FACILITY The availment of the revolving acceptance credit facility and
         the Foreign Currency Finance Facility shall be subject to the Customer
         (or any Additional Party) having agreed to the Bank's separate terms
         and conditions pertaining to each of these particular facilities.

3.2.5    OFFSHORE TRADE AND WORKING CAPITAL LOANS

3.2.5.1  OFFSHORE LOAN PROVIDED BY STANDARD FINANCE ISLE OF MAN) LIMITED ("SFL")
         OR STANDARD BANK LONDON LIMITED ("SBL"): The availment of this facility
         shall be subject to SFL or SBL having agreed to grant the Customer (or
         Additional Party) such facility and the Customer (or the Additional
         Party, as the case may be) having accepted SFL's or SBL's separate
         terms and conditions pertaining to such facility (as the case may be).

         For the purposes of calculating the amount outstanding under the GSTBF,
         amounts owed to SFL or SBL under this facility shall also be taken into
         account and the equivalent rand amount utilised under this facility
         shall be calculated by nationally converting the balance outstanding
         under this facility on a daily basis, to the rand equivalent using the
         Bank's daily spot rate of exchange or the rate specified in an
         applicable forward exchange contract, as the Bank may in its sole
         discretion decide.

3.2.5.2  Offshore Loans provided by the Bank:
         Interest
         The rate applicable to each loan advanced by the Bank under this
         facility, shall be the rate quoted by the Bank to the Customer (or any
         Additional Party) prior to the advance of each such loan. Interest will
         be calculated on each loan on the basis of actual days elapsed on a 350
         day period (or 365 days for certain currencies determined by the Bank,
         such as [original unreadable] of each consecutive interest period (the
         duration of which will be the period agreed upon by the Bank and the
         Customer (or any Additional Party ) prior to the advance of each' loan)
         and on the date of repayment of the loan. unless otherwise agreed by
         the Bank.

         REPAYMENT

         All amounts outstanding under each offshore loan granted under this
         facility shall be repayable in the currency in which such loan was
         made.

         Should the Bank terminate this facility and require repayment of all
         amounts outstanding thereunder, the Bank shall be entitled, but not
         obliged, in its sole discretion, to advance funds under one of the
         other instruments made available under the GSTBF and to utilise the
         funds so advanced to settle or reduce the amounts owed to the Bank
         under this facility. Any funds advanced by the Bank in terms of this
         paragraph will be converted to the currency in which the offshore loans
         were made available, at the Bank's spot rate of exchange on the day on
         which the funds are used to settle or reduce the amounts outstanding
         under this facility or in the Bank's sole discretion the forward
         exchange rate provided for in any forward exchange contract which may
         he in force at the relevant point in time.

         CALCULATION OF RAND AMOUNT UTILISED

         For the purposes of calculating the total rand amount utilised under
         the GSTBF, the balance outstanding under this facility shall be
         notionally converted on a daily basis to the rand equivalent using the
         Bank's daily spot rate of exchange.


                                                                              14


         EXCHANGE CONTROL APPROVAL

         This facility may only be utilised to the extent that such exchange
         control approval as may be required, has been obtained (proof of which
         has been furnished to the Bank).

3.2.6    OTHER INSTRUMENTS

         Any other instruments offered by the Bank as a GSTBF may be utilised,
         provided that the Bank has agreed thereto and that the Customer (or the
         relevant Additional Party, as the case may be) has executed any
         additional documentation which the Bank may require (failing any such
         requirements, the facility letter and the Bank's usual terms and
         conditions relating to such instrument, shall be applicable).

4.       DERIVATIVE PRODUCTS

4.1      The maximum aggregate amount of the value (or nominal value, as the
         case may be) of alt contracts which may be concluded under each
         derivative product shall not exceed the maximum aggregate limit
         recorded for each product in the offer letter.

4.2      It is recorded that to the extent such an - agreement has not already
         been concluded, the Bank and the Customer and any Additional Parties
         allowed to utilise the derivative products, intend negotiating the
         terms of a master agreement which is to be entered into between them in
         due course in relation to the derivative products. Such agreement will
         comprise the 1992 ISDA Master Agreement (Multicurrency Cross Border) as
         published by the International Swaps and Derivatives Association
         CISDA"), the schedule to be attached thereto, and any addenda which.
         may be attached, (collectively 'the Master Agreement'). Until such time
         as the said parties have finally agreed to the terms to be inserted in
         the aforesaid schedule and prior to the Master Agreement

         Parties who sign the facility letter, agree to be bound by and that the
         derivative products shall be subject to the Master Agreement, excluding
         addenda but including a schedule which shall be deemed to contain the
         following terms only:

4.2.1    for purposes of "Payments on Early Termination" under section 6(e) of
         the Master Agreement "Market Quotation" and "the Second Method", will
         apply;

4.2.2    the addresses referred to in clause to in clause 12(a) of the Master
         Agreement shall be:

4.2.2.1      in respect of the Bank:
             Attention : Legal Manager, Risk Management
             Division, Treasury Operations
             Standard Bank Centre
             Entrance 2
             3rd Floor
             3 Simmonds Street
             Johannesburg
             2001
             Telephone No. (011) 636-9773
             Fax No. (011) 636-1792

4.2.2.2  in respect of the Customer and the Additional Parties, the addresses
         set out under their acceptance of this facility letter;

4.2.3    the Governing Law in terms of clause 13(a) of the Master Agreement is
         South African Law;

4.2.4    the "Termination Currency" referred to in clause 14 of the Master
         Agreement means South African Rands.

         The Master Agreement and any confirmations issued in terms thereof
         shall, in the case only of the derivative products, prevail over the
         terms of the facility letter to the extent that a conflict exists
         between the two.

5.       GUARANTEES AND LETTER OF CREDIT FACILITIES

5.1      The aggregate amount of any and all guarantees and letters of credit
         issued by the Bank under guarantee and letter of credit facilities
         respectively shall at no time exceed the maximum aggregate limits for
         the respective facilities.

5.2      The rate of commission applicable to each guarantee/letter of credit
         issued shall be agreed upon at the time the request to issue a
         guarantee is made, or alternately, in the absence of such agreement,
         the Bank's usual rates of commission shall apply and shall be paid on
         demand by the customer.

5.3      Guarantees and letter of credit will only be issued by the Bank under
         the guarantee facility/letter of credit facility (as the case may be)
         in formats which are approved of by the Bank and upon the signature on
         behalf of the Customer (or the relevant additional party, as the case
         may be) of the Bank's usual form of application for the issue of a
         guarantee/letter of credit.

6.       BUSINESS MASTER CARD / CHEQUES MARKED / ELECTRONIC BANKING FACILITIES /
         STANNIC/TERM LOAN / PREFERENCE SHARE FACILITY / STRUCTURED FINANCE
         FACILITY / ANY FACILITY NOT SPECIFICALLY REFERRED TO IN THIS ANNEXURE
         AND WHICH IS OFFERED BY THE BANK TO THE CUSTOMER NO OR IN THE FUTURE

         Utilisation of the above facilities is subject to the Bank's usual
         terms and conditions pertaining thereto or, if so required by the Bank,
         to the Customer (or such Additional Parties, as the Bank may require)
         having accepted the Bank's or other entity's separate terms and
         conditions pertaining to the facility in question.




                                     ------


                                                                              15




                         DURBAN ROODEPOORT DEEP, LIMITED
                                 ("the Company")


                  EXTRACT FROM A RESOLUTION OF THE DIRECTORS OF
                         DURBAN ROODEPOORT DEEP, LIMITED
                            PASSED ON 7 OCTOBER 2002


RESOLVED

1.       THAT the Company accepts banking facilities offered to it by The
         Standard Bank of South Africa Limited ("the Bank") as set out in the
         Bank's letter dated 7 October 2002 and which has been laid before and
         approved by this meeting. (Annexure A); and

2.       THAT Mr I.L. Murray, in his capacity as chief financial officer of the
         Company be and he is hereby authorised and empowered to accept on
         behalf of the Company the terms and conditions of the above facilities.


IT IS CERTIFIED THAT:

The borrowings contemplated in the facilities letter are within the borrowing
powers of the Company and its directors;

The proceeds of the facilities will be utilised for purposes falling within the
capacity of the Company; and

The specimen signature of the authorised signatory in terms of the above
resolutions is as follows:

(Signed)
I L MURRAY
CERTIFIED A TRUE COPY


                                                             7 - 10 - 2002
- -----------------------                                      -------------
COMPANY SECRETARY                                            DATE



[LAST SIGNED 7 OCTOBER 2002]

EX-4.50

                                                                    EXHIBIT 4.50

                             MEMORANDUM OF AGREEMENT


                                     between

                                DAUN ET CIE A.G.

                                       and

                        COURTHIEL HOLDINGS (PTY) LIMITED

                                       and

                      KHUMO BATHONG HOLDINGS (PTY) LIMITED

                                       and

                                CLAAS EDMOND DAUN

                                       and

                          PAUL CORNELIS THOMAS SCHOUTEN

                                       and

                              MOLTIN PASEKA NCHOLO

                                       and

                        MASECHABA PALESA MOLETSANE NCHOLO

                                       and

                             MICHELLE PATIENCE BAIRD

                                       and



                                                                          Page 2

                              DEREK SEAN WEBBSTOCK

             (hereinafter referred to collectively as "the Sellers)
                                 on the one hand

                                       and

                       CROWN GOLD RECOVERIES (PTY) LIMITED
                  (hereinafter referred to as "the Purchaser')
                                on the other hand

WHEREBY the Purchaser purchases from the Sellers the entire issued share capital
of East Rand Proprietary Mines Limited (the Company") as well as all
shareholders' claims of whatsoever nature against the Company.

DEFINITIONS

In this agreement, unless inconsistent with the context, the following terms
shall have the meanings assigned to them hereunder:

"THE CLOSING DATE" means the day following that on which the suspensive
condition contained in clause 6 is fulfilled;

"THE COMPANY" means East Rand Proprietary Mines Limited (Reg No. 1893100773106);

"DATE OF SIGNATURE" means the date of signature of this agreement by the last
signing party hereto;

"THE EFFECTIVE DATE" means 8 October 2002, notwithstanding date of signature;

"THE SHARES" means the entire issued share capital of the Company, being
163 096 086 ordinary shares having a par nominal value of R1,00 each;

"SHAREHOLDERS' CLAIMS" means the aggregate of all claims in respect of any cause
of indebtedness whatsoever which the Sellers or any of them may have against the
Company as at the effective date, and without limiting the aforegoing, including
those in respect of monies



                                                                          Page 3

advanced, contingent or conditional claims, loan accounts, claims whether
acquired by cession or otherwise, and interest on any of the aforegoing.

Words importing:

the singular shall include the plural and vice versa;

any one gender shall include the others;

persons shall, where the context admits, include firms or corporations;

this agreement, shall include all annexes thereto which shall be initialled by
the parties hereto, or signed, as the case may be.

Terms in this agreement in quotation marks are thereby defined by their context,
and shall throughout this agreement bear their meanings as so defined, unless
inconsistent with their context.

The headings to the paragraphs of this agreement are for reference purposes
only, and shall not affect the interpretation of this Agreement or any part
thereof.

RECORDALS

        It is recorded that -

Daun Et Cie A.G. and Khumo Bathong Holdings (Pty) Limited ("KBH"), acting on
behalf of the Sellers, concluded an agreement with the Purchaser on 5 September
2002 ("the Heads of Agreement") in terms of which the latter purchased the
Shares and Shareholders' Claims, which agreement expressed the intention that a
formal agreement would be entered into by 8 October 2002 to expand upon the
Heads of Agreement to the extent deemed prudent to do so.

Subject to the parties concluding this agreement on the terms and conditions
herein contained, the Purchaser is satisfied with the due diligence
investigation ('the due diligence") conducted by it pursuant to the Heads of
Agreement. The condition precedent therein pertaining to the due diligence
investigation is accordingly deemed to have been fulfilled.



                                                                          Page 4

The Sellers are between them the owners of the Shares and Shareholders' Claims.

The parties now conclude this agreement, being the formal agreement contemplated
in the Heads of Agreement, and this Agreement shall supersede the Heads of
Agreement.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

SALE OF SHARES AND CLAIMS

     Subject to fulfilment of the suspensive condition contained in clause 6
     below ("the condition"), the Sellers hereby sell the Shares and
     Shareholders' Claims to the Purchaser, who hereby purchases same.

PURCHASE PRICE

The purchase price payable by the Purchaser to the Sellers for -

the Shares, is R2,00 (TWO RAND);

the Shareholders' Claims, is R100 000 000,00 (ONE HUNDRED MILLION RAND).

It is recorded that the purchase price herein stipulated is R30 000 000,00
(THIRTY MILLION RAND) less than that provided for in the Heads of Agreement, by
virtue of -

the due diligence having brought to the Purchaser's attention various aspects of
the Company's affairs, by virtue of which the Purchaser requires a diminution of
the purchase price in the amount of R40 000 000,00 (FORTY MILLION RAND);

the "Courthiel working capital loan" of R10 000 000 (TEN MILLION RAND) referred
to in paragraph 4 of the Heads of Agreement, which was therein excluded from the
Shareholders' Loans thereby sold, now being included and forming part of the
Shareholders' Loans hereby sold,

          hence the parties have agreed to a net reduction in the purchase price
          of R30 000 000 (THIRTY MILLION RAND).



                                                                          Page 5

PAYMENT

Notwithstanding the condition, the Purchaser shall pay R60 000 00,00 (SIXTY
MILLION RAND) of the purchase price to Daun Et Cie A.G. on behalf of the Sellers
within 3 (THREE) days of date of signature of this agreement and against
delivery of the documents of title as provided in 7 below.

The said sum is deemed a loan to the Sellers, interest free pending or failing
fulfilment of the condition, secured by the pledge of the Shares and cession to
the Purchaser IN SERCURITAM DEBITI of the Shareholders' Claims as referred to in
5.3 below. Upon fulfilment of the condition the said sum shall be deemed to be
paid to the Sellers on account of the purchase price. Should the condition not
be fulfilled or should this agreement be terminated for any other reason
whatsoever, then the loan shall immediately become due and payable to the
Purchaser.

Each of the Sellers by their signatures hereto, hereby pledges its Shares in and
cedes its Shareholders' Claims against the Company to the Purchaser in SECUITAM
DEBITI (hereinafter referred to in this clause as "the Securities") for the
repayment to the Purchaser of the sum of R60 000 000 (SIXTY MILLION RAND) if and
when such sum becomes repayable for any reason whatsoever. Should the said sum
become repayable and the Sellers fail to repay same within 14 (FOURTEEN) days of
notice calling upon them to them to do so, the Purchaser shall be entitled,
without first obtaining an order of court, to cause all or any of the Securities
to be sold either by public auction or private treaty, as the Purchaser in its
sole and absolute discretion deems fit, and to convey valid title in the
securities to any purchaser thereof, and to apply the net proceeds of such sale
towards the Sellers' indebtedness, for which purpose it may use the share
transfer forms referred to in 7.2.2.

As to the balance of the purchase price of R40 000 000,00 (FORTY MILLION RAND)
KHUMO BATHONG HOLDINGS (PTY) LIMITED ("KBH") shall use its best endeavours to
procure a loan to it of R40 000 000,00 (FORTY MILLION RAND) from the Industrial
Development Corporation ("IDC") by not later than 30 November 2002, wherewith to
pay to the Sellers the balance of the purchase price. KBH shall not be obliged
to offer or provide security in any form for such loan, but will otherwise do
everything reasonably required to successfully apply for and prosecute such
application and to obtain such loan. The said sum shall be payable by the
Purchaser to the Sellers immediately it is advanced by IDC to KBH and upon
fulfilment of the condition, that is to say upon the later of these two events.



                                                                          Page 6

Should KBH be unsuccessful in procuring the aforesaid loan, the said balance of
R40 000 000,00 (FORTY MILLION RAND) of the purchase price will be paid to DAUN
ET CIE A.G. on behalf of the Sellers, 12 (TWELVE) months after the date of
signature of this Agreement.

No interest shall accrue or be payable on the balance of the purchase price at
any time.

SUSPENSIVE CONDITION

The sale of the Shares and Shareholders' Claims is subject to the suspensive
condition that the Competition Commission established in accordance with
provisions of the Competition Act No. 89 of 1998 approves this transaction
insofar as is required by law.

The parties reciprocally warrant in favour of each other that they will in good
faith use their best endeavours to fulfil the condition as soon as reasonably
possible, and to this end they shall do all things, including to supply such
information and execute such documentation as may be reasonably required in
order to bring about the fulfilment of the condition.

Those aspects of this agreement whose operation is expressly or by necessary
implication not suspended pending fulfilment of the condition, shall be carried
out by the parties timeously and expeditiously.

Should the condition not be fulfilled, then and in such event the sale of the
Shares and Shareholders' claims shall ipso facto be and become null and void AB
INITIO and the parties shall be obliged to restore each other, as reciprocal
obligations, as near as possible to the status quo ante as at the date of
signature of this agreement, subject to the pledge of the Shares and cessions of
the Shareholders' claims in SECURITAM DEBITI and other surviving provisions of
this agreement.

All costs of and in connection with the application to the Competition
Commission for approval of this transaction, shall be borne and paid by the
Sellers and the Purchaser in equal shares.

DELIVERY OF DOCUMENTS OF TITLE

     As soon after date of signature as is practical and against payment of the
     sum referred to in 5.1, the Sellers shall deliver -



                                                                          Page 7

to the Purchaser, a resolution passed by the Company acknowledging and agreeing
to the cessions referred to in 5.3 above;

to the Purchaser's auditors, ________who shall retain same in trust as the
Purchaser's agent in perfection of the pledge and pending the closing date
(whereupon they shall hand same to the Purchaser) -

the original share certificates in respect of all of the Shares;

appropriate share transfer forms in respect of each of the said certificates,
signed by the registered owners thereof, in negotiable form and undated, with
appropriate authority to insert the appropriate date therein;

written and signed resignations of each of the present directors of the Company,
with appropriate authority to date same on the closing date;

a resolution duly passed by the Company -

approving the sale and transfer of the Shares in terms of this agreement;

accepting the resignations of the existing directors and the appointment of the
Purchaser's nominees as directors; and

acknowledging and agreeing to the outright cession and assignment of the
Shareholders' Claims to the Purchaser as contemplated by this agreement,

               all with effect from the closing date.

OWNERSHIP, POSSESSION AND DELIVERY

For avoidance of doubt, ownership of the Shares shall only pass to the Purchaser
on the closing date, but thereupon retrospectively to the effective date upon
which date all risks and benefits in and to the Shares shall be deemed to have
passed to the Purchaser.

The Purchaser assumed full management control of the operations of the Company
on 9 September 2002 pursuant to the Heads of Agreement, and in so doing took
possession of all the



                                                                          Page 8

assets of the Company, and thereby perfected the Agreement of Pledge of assets
concluded between DRD as pledgee and the Company as pledgor dated 12 September
2002.



                                                                          Page 9

MANAGEMENT DURING THE INTERIM PERIOD

Between the effective date and the closing date, DRD shall manage the operations
of the Company on the terms contained in the Management Agreement annexed hereto
marked "A". Notwithstanding anything to the contrary contained in the Management
Agreement, DRD shall be entitled but not obliged to fulfil any further
obligations or functions in terms of the Management Agreement in the event of
non fulfilment of the condition, until such time as the loan by DRD to the
Company together with interest thereon has been repaid in full, and full
restitution has been made to the Purchaser in terms of 6.4 above.

The Purchaser shall be entitled during the interim period to provide or procure
loans to the Company for its working capital requirements and necessary capital
expenditure, on such terms as the Purchaser is able, and subject to the
provision by the Company of such security as may be acceptable to the lender,
and the Sellers undertake to pass such Resolutions of the Company as may be
necessary to give effect hereto, including the waiver of notice of meetings
required to be convened for such purpose, forthwith upon being required to do so
by the Purchaser.

ENVIRONMENTAL REHABILITATION

The Purchaser shall procure that the Company shall bear all responsibility of
whatsoever nature for the statutory environmental obligations relating to the
rehabilitation of the mining properties of the Company (whether as envisaged
under Chapter VI of the Minerals Act No 50 of 1991, as amended, or otherwise),
including all obligations to furnish guarantees and the like to the Department
of Minerals and Energy affairs, the Sellers to be free of all obligation in this
regard;

The Sellers shall procure that all funds held in the Enderbrooke Trust Fund,
being the Fund established for the purposes of rehabilitation aforesaid, shall
be transferred to The Crown Rehabilitation Trust Fund, and the Sellers shall
bear the obligation to obtain all approvals required for this purpose, be they
from South African Revenue Authorities, Department of Minerals and Energy, or
whomsoever.



                                                                         Page 10

WARRANTIES

Each of the Sellers hereby warrants to the Purchaser that it is the beneficial
owner of the number of the Shares registered in the Company Register in its
name, that it is entitled and able to give to the Purchaser free and
unencumbered title to such Shares and to that portion of the Shareholders'
Claims as belongs to it, and that no person will have any right (including inter
alia, any option or right of first refusal) to acquire any of its Shares or its
Shareholders' Claims against the Company, present or future.

Save as is expressly or by necessary implication set out in this Agreement, no
express or implied warranties have been given to the Purchaser by the Sellers or
anyone on their behalf, and this Agreement is accordingly entered into on a
voetstoots basis and without any warranties or representations whatsoever in
regard thereto.

BREACH PROVISIONS

Should any of the parties commit any breach of any provisions of this agreement
which relate to it, then and in such event an aggrieved party shall be obliged
to afford the defaulting party a period of 14 (FOURTEEN) days written notice
(calculated from the date of receipt thereof) within which to remedy the breach,
failing which the aggrieved party shall then be entitled to cancel this
Agreement, alternatively to claim immediate payment and/or performance from the
defaulting party of all the defaulting party's obligations, in either event
without prejudice to the aggrieved party's rights to claim damages and without
prejudice to any other rights the aggrieved party may have in law.

ADJUDICATION OF DISPUTES

Subject to the overriding provisions of the Companies Act as read with the
Insolvency Act and save as elsewhere provided in this agreement to the contrary.
Should a dispute arise between any of the parties in regard to :-

the interpretation of;

the effect of;



                                                                         Page 11

the parties' respective rights or obligations under;

a breach of;

the termination of;

any matter arising out of the termination of;

                this agreement, that dispute shall be decided by arbitration in
                the manner set out in this clause 13.

The arbitrator shall be appointed by the parties hereto, and failing agreement,
shall be nominated by the Arbitration Foundation of Southern Africa ("AFSA").
Should AFSA not be in existence at the time, the nominations shall be made by
the Chairman for the time being of the Johannesburg Bar Council.

The arbitration shall be held at Sandton, Gauteng, and 'in camera' on the basis
that such proceedings will be strictly private and confidential.

The arbitration shall be held in accordance with the Rules of AFSA, or if AFSA
shall not be in existence, in accordance with the formalities and procedures
settled by the arbitrator, which shall be in an informal and summary manner,
that is, it shall not be necessary to observe or carry out either the usual
formalities or procedures or the strict rules of evidence, and otherwise subject
as aforesaid to the Arbitration Act of the Republic of South Africa and any
statutory modification or, re-enactment thereof.

The arbitrator shall be entitled to -

investigate or cause to be investigated any matter, fact or thing which he
considers necessary or desirable in connection with any matter referred to him
for decision;

decide the matters submitted to him according to what he considers just and
equitable in all the circumstances, having regard to the purpose of this
agreement; and

for any of the aforesaid purposes to appoint or engage, or co-opt to whatever
extent he deems appropriate, experts in any sphere, including mining or
accounting, to assist him whether as expert



                                                                         Page 12

witnesses, adjudicators on any issue, or otherwise, as the arbitrator may in his
discretion deem fit and appropriate;

make such award, including an award for specific performance, an interdict,
damages or a penalty or the costs of arbitration or otherwise, as he in his
discretion may deem fit and appropriate.

The arbitration shall be held as expeditiously as possible after it is demanded
with a view to it being completed within 30 (THIRTY) days after it has been so
demanded.

This clause is severable from the remainder of this agreement and shall
therefore remain in effect even if this agreement is terminated.

Subject to the above provisions of this clause 13, the law governing this
agreement shall be South African law and the Court having jurisdiction to
enforce any award made under this clause shall be the Witwatersrand Local
Division of the High Court of the Republic of South Africa and all appeal courts
therefrom.

DOMICILIUM AND NOTICES

The parties choose DOMICILIUM CITANDI ET EXECUTANDI ("domicilium") for the
purposes of giving any notice, the payment of any sum, the serving of any
process and for any other purpose arising from this agreement, as follows-

DAUN ET CIE at Banhofstrasse 21, 26180 Rastede, Germany.

COURTHIEL HOLDINGS (PTY) LIMITED at Vosmaar Street, DaIJosafat, Paari, 7646,
Fax: 021 3681904

KHUMO BATHONG HOLDINGS (PTY) LIMITED at

CLAAS EDMOND DAUN at Banhofstrasse 21, 26180 Rastede, Germany

PAUL CORNELIS THOMAS SCHOUTEN at Vosmaar Street, Dal Josafat, Paarl, 7646, Fax:
021 3681904

MOLTIN PASEKA NCHOLO at



                                                                         Page 13

MASECHABA PALESA MOLETSANE NCHOLO at

MICHELLE PATIENCE BAIRD at

DEREK SEAN WEBBSTOCK at

CROWN GOLD RECOVERIES at

Each of the parties shall be entitled from time to time by written notice to the
others, to vary its domicilium to any other address within the Republic of South
Africa.

Any notice given and any payment made by any party to any other ("the
addressee") which -

is delivered by hand during the normal business hours of the addressee at the
addressee's domicilium for the time being, shall be presumed, until the contrary
of proved by the addressee, to have been received by the addressee at the time
of delivery;

is posted by prepaid registered post to the addressee at the addressee's
domicilium for the time being shall be presumed, until the contrary is proved by
the addressee, to have been received by the addressee on the tenth day after the
date of posting;

is telefaxed, shall be presumed until the contrary is proved by the addressee,
to have been received by the addressee on the day after the date of telefaxing.

GOOD FAITH AND IMPLEMENTATION

The parties undertake to do all such things, perform all such acts and take all
steps to procure the doing of all such things and the performance of all such
acts, as may be necessary or incidental to give, or which are conducive to the
giving of effect to the terms, the condition and import of this agreement.

The parties shall at all times during the continuance of this agreement observe
the principles of good faith towards one another in the performance of their
obligations in terms of this agreement. This implies, without limiting the
generality of the aforegoing that:-



                                                                         Page 14

they will at all times during the term of this agreement act reasonably,
honestly and in good faith;

they will perform their obligations arising from this agreement diligently and
with reasonable care; and

they will make full disclosure to each other of any matter that may affect the
execution of this agreement or its implementation from time to time.

NON-WAIVER

        Any relaxation of any of the terms of this agreement or any indulgence
        shown by any of the parties to any other, shall in no way prejudice the
        rights of such party and shall not be construed as a waiver or novation
        thereof, nor shall any party be estopped thereby from exercising any
        right it may have on due date.

WHOLE AGREEMENT

        This agreement constitutes the entire contract between the parties
        hereto and no amendment or consensual cancellation of this agreement or
        any provision or term thereof, and no extension of time, waiver,
        relaxation or suspension of any of the provisions or terms of this
        agreement, shall be of legal efficacy save insofar as the same is
        reduced to writing and signed by the parties.

CONFIDENTIALITY

        No public disclosures or announcements, media or otherwise, regarding
        the conclusion or content of this Agreement will be made except with the
        prior written consent of the Purchaser, Daun et Cie A.G., Courthiel
        Holdings (Pty) Limited and Khumo Bathong Holdings (Pty) Limited, which
        Consent shall not be unreasonably withheld, save that the Purchaser may
        make such disclosures or announcements as may be required of it
        according to law and the Regulations of the Johannesburg Stock Exchange.



                                                                         Page 15

COSTS

        Save as otherwise provided for in clause 6.5, each of the parties shall
        bear its own costs of and incidental to the negotiation, preparation and
        execution of this Agreement. Any stamp duty payable in terms of this
        Agreement, shall be paid by the Purchaser.


THUS DONE AND SIGNED BY DAUN ET CIE at Rastede, Germany on this the 8th day of
OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.      F. Eilerf

2.      D. Gisenhame                                   C.E. Daun
                                            -------------------------------


THUS DONE AND SIGNED BY COURTHIEL HOLDINGS (PTY) LIMITED at Johannesburg on
this the ? th day of OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.      R. Mendelow

2.      _________________________

                                                            K. Wright
                                                -------------------------------
                                                    duly authorised hereto


THUS DONE AND SIGNED BY KHUMO BATHONG HOLDINGS (PTY) LIMITED at Boksburg on
this the 10th day of OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.      R. Mendelow

2.      ___________________________

                                                          M.P. Ncholo
                                                -------------------------------




                                                                         Page 16

                                                    duly authorised hereto


THUS DONE AND SIGNED BY CLAAS EDMUND DAUN at Rastede, Germany on this the 8th
day of OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.     F. Eilerf

2.     D. Gisenhame
                                                              C.E. Daun
                                                   -----------------------------


THUS DONE AND SIGNED BY PAUL CORNELIS THOMAS SCHOUTEN at Johannesbury on this
the 10th day of OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.      R. Mendelow

2.      ___________________________

                                                            P. Schouten
                                                   -----------------------------


THUS DONE AND SIGNED BY MOLTIN PASEKA NCHOLO at Boksburg on this the
10th day of OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.      R. Mendelow

2.      ___________________________

                                                             M.P. Ncholo
                                                   -----------------------------

THUS DONE AND SIGNED BY MASECHABA PALESA MOLETSANE NCHOLO at Boksburg on this
the 10th day of OCTOBER 2002 in the presence of the undersigned witnesses.



                                                                         Page 17

AS WITNESSES

1.     R. Mendelow

2.      ___________________________

                                                             M. Ncholo
                                                   -----------------------------


THUS DONE AND SIGNED BY MICHELLE PATIENCE BAIRD at Boksburg on this the
10th day of OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.      R. Mendelow

2.      ___________________________
                                                              M. Baird
                                                   -----------------------------


THUS DONE AND SIGNED BY DEREK SEAN WEBBSTOCK at Boksburg on this the 10th day
of OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.      R. Mendelow

2.      ___________________________

                                                            D. Webbstock
                                                   -----------------------------


THUS DONE AND SIGNED BY CROWN GOLD RECOVERIES at Boksburg on this the 10th day
of OCTOBER 2002 in the presence of the undersigned witnesses.

AS WITNESSES

1.      R. Mendelow

2.      ___________________________

                                                           F.H. Coetzee
                                                   -----------------------------



                                                                         Page 18

                                                    duly authorised hereto


[LAST SIGNED ON 10 OCTOBER 2002]



                                                                         Page 19

ANNEXURE

                          MANAGEMENT SERVICES AGREEMENT

                                     between

                         DURBAN ROODEPORT DEEP, LIMITED
                        (REGISTRATION NO 1895/000926/06)
                                     ("DRD")

                                       and

                       EAST RAND PROPRIETARY MINES LIMITED
                        (REGISTRATION NO. 1893/00773/06)
                                    ("ERPM")

WHEREAS ERPM and DRD wish to enter into a management services agreement on the
terms and conditions recorded herein.

1. DURATION

This agreement shall commence on 8 October 2002 and endure for an initial fixed
period of 2 (two) years, until 2 October 2004, whereafter it will be
automatically renewed for further annual periods until terminated either:

   1.1. by either party on 6 (six) months written notice given prior to 7
        October 2004 or on the expiry of any annual period thereafter; or

   1.2. upon the final cessation by ERPM of mining and related activities,



                                                                         Page 20

provided that ERPM shall not be entitled to terminate this agreement foras long
as ERPM is indebted to DRD for any cause of indebtedness whatsoever; and

    (a) as long as it is a wholly owned subsidiary of Crown Gold Recoveries
        (Pty) Ltd ("CROWN") and DRD has a 40% shareholding in the latter company
        through Crown Consolidated Gold Recoveries Ltd; and
    (b) for as long as DRD is financially committed to ERPM or on behalf of ERPM
        or on behalf of ERPM to third parties.

In the event of the proposed sale agreement of shares in ERPM to CROWN not being
implemented, ERPM shall be entitled to cancel this agreement at any time on 3
(three) months written notice, provided that ERPM repays DRD all outstanding
amounts owed to DRD and, If required by CROWN, accepts cession and assignment
from CROWN of all hedging commitments put in place for gold production of ERPM.

2. NOW THEREFORE IT IS AGREED:

   2.1. That DRD shall provide to ERPM the services set out in paragraph 3, for
        which DRD will be remunerated on the basis of this agreement.

   2.2. ERPM acknowledges that it is aware that DRD acts in the same or similar
        capacity for other companies and agrees that DRD shall be entitled to
        continue to do so and, accordingly, that the services will not be
        available to ERPM on an exclusive full-time basis.

3. SPECIFIC SERVICES TO BE RENDERED

DRD shall provide ERPM with the following specific services:

   3.1.     Executive services;
   3.2.     Financial management;
   3.3.     Gold administration and hedging;
   3.4.     Treasury services;
   3.5.     Engineering services;
   3.6.     Metallurgical services;



                                                                         Page 21

   3.7.     Public relations services;
   3.8.     Mineral resource services;
   3.9.     Critical equipment pool services;
   3.10.    Human resources strategic direction;
   3.11.    Legal services;
   3.12.    Environmental services;
   3.13.    Contracts and insurance services;
   3.14.    Company secretarial services.

4. REMUNERATION CHARGE

   4.1. The monthly charge payable by ERPM to DRD for the specific services
        rendered and to be rendered in terms of this agreement shall be R1 443
        500,00 per month calculated in terms of Annexure A for the first two
        years, escalating by the September CPI inflation rate (all indexes) per
        annum compounded on 8 October 2004 and annually thereafter.

   4.2. DRD shall be entitled to second certain employees to ERPM on a full time
        basis from time to time and the costs of such employees shall be payable
        by ERPM in addition to the fee in 4.1.

   4.3. The charge far each month shall be payable monthly in arrears on the
        last working day of each month. The amounts payable as per 4.1 are
        exclusive of VAT.

   4.4. Should ERPM request DRD to provide:

        4.4.1. services other than those specifically set out in paragraph 3; or

        4.4.2. services which may fall within the general categories set out in
               paragraph 3 but which go beyond those required in the ordinary
               and normal course of ERPM's business or are of an extraordinary
               nature, then the fees payable by DRD shall be that amount as may
               be agreed upon between DRD and ERPM when those services are
               requested.

5. LIMITATION OF LIABILITY



                                                                         Page 22

   Neither DRD nor its directors or employer shall be responsible for any
   liability, loss or damage suffered or incurred by ERPM, its employees,
   agents, contractors, invitees, guests or any other persons whosoever, whether
   or not such liability, loss or damage is caused or incurred through or as a
   result of any act or omission or the negligence of DRD, its employees or
   agents, or otherwise howsoever, and ERPM hereby indemnifies and holds
   harmless DRD against any claim by any such employee, agent, contractor,
   invitee guest or other person and all legal costs which may be incurred by or
   awarded against DRD in respect of or arising out of such claim.

6. FORCE MAJEURE

   6.1. If DRD is rendered unable, wholly or in part, by "force majeure" to
        carry out any obligation under this agreement, DRD shall give prompt
        notice to ERPM of such force majeure with full particulars thereof and
        insofar as known the probable extent to which it will be unable to
        perform or be delayed in performing such obligation, whereupon such
        obligation of DRD shall be suspended so far as it is affected by such
        force majeure during but not longer than the continuance thereof. In the
        event of a substantial and material portion of DRD's obligations being
        so suspended for a period exceeding 6 (six) months, either party shall
        be entitled to terminate this agreement upon 30 (thirty) days written
        notice.

   6.2. For the purpose of 6.1, "force majeure" shall mean an act of God,
        strike, lock-out, act of public enemy, war (declared or undeclared),
        blockade, revolution, riot, insurrection, civil commotion, lightning,
        fire, storm, flood, explosion, governmental act or restraint, embargo,
        unavailability of equipment or transport and other cause whether of a
        kind specifically set out above or otherwise, which is not reasonably
        within the control of DRD and whether of a temporary or permanent
        nature.

7. ARBITRATION

   7.1. Any dispute arising out of this Agreement or the interpretation thereof,
        both while in force and after its termination, shall be submitted to and
        determined by arbitration. Any party may demand arbitration by notice in
        writing to the other parties. Such arbitration shall be held in
        Johannesburg unless otherwise agreed to in writing and shall be held in
        a summary manner with a view to it being completed as soon as possible.

   7.2. There shall be 1 (one) arbitrator who shall be, where the question and
        issue is:



                                                                         Page 23

        7.2.1. primarily an accounting matter, an Independent chartered
               accountant of 10 (ten) years standing;

        7.2.2. primarily a legal matter, a practising Senior Counsel; or

        7.2.3. primarily a technical matter, a suitably qualified person.

   7.3. The appointment of the arbitrator shall be agreed upon between the
        parties in writing but, failing agreement between them, within a period
        of 14 (fourteen) days after the arbitration has been demanded in terms
        of clause 7.1, any party shall be entitled to request the President for
        the time being of the Law Society of the Northern Provinces to make the
        appointment and, in making his appointment, to have regard to the nature
        of the dispute.

   7.4. The arbitrator shall have the powers conferred upon an arbitrator under
        the Arbitration Act 1965 (as amended), but shall not be obliged to
        follow the procedures prescribed in that Act and shall be entitled to
        decide on such procedures as he may consider desirable for the speedy
        determination of the dispute, and in particular he shall have the sole
        and absolute discretion to determine whether and to what extent it shall
        be necessary to file pleadings, make discovery of documents or hear oral
        evidence.

   7.5. The decision of the arbitrator shall be final and binding on the parties
        and may be made an order of any court of competent jurisdiction. The
        parties hereby submit themselves to the non-exclusive jurisdiction of
        the Witwatersrand Local Division of the High Court of South Africa, or
        any successor thereto, should any Party wish to make the arbitrator's
        decision an order of that Court.

8. DOMICILIA

   The parties choose as their respective domicilia citandi et executandi for
   all purposes connected with this agreement, the following addresses, namely:

   DRD                 Physical Address:       DRD Building
                                               45 Empire Road
                                               Parktown
                                               Johannesburg



                                                                         Page 24

                       Postal Address:         P O Box 390
                                               Maraisburg, 1700

                       Fax No:                 482-1022


   ERPM:               Physical Address:       Corner Main Reef & Pretoria Roads
                                               Boksburg

                       Postal Address:         P O Box 2227
                                               Boksburg, 1460

                       Fax No:                 892-4650

9. CONFIDENTIALITY

   9.1. No party shall make any announcement or statement regarding this
        agreement or its content without first having obtained the others'
        approval and prior written consent to such announcement or statement and
        its terms.

   9.2. The provisions of 9.1 shall not apply in respect of any announcement or
        statement which any of the parties is legally obliged to make by virtue
        of its shares being listed on either the JSE Securities Exchange, South
        Africa or any other exchange, provided that the party concerned shall
        consult with the other parties prior to making any announcement or
        statement contemplated in this clause 9.2

   9.3. No party to this agreement shall disclose the contents of this agreement
        to any person other than its bankers and to those of its employees who
        need to have such knowledge for the proper performance of their duties.



                                                                         Page 25

   SIGNED at Boksburg on this 10th day of October 2002.


                                         For:  DURBAN ROODEPORT DEEP, LIMITED

Witness:
        ----------------------                 --------------------------------
                                                          DIRECTOR


   SIGNED at Boksburg on this 10th day of October 2002.


                                         For:  EAST RAND PROPRIETARY MINES
                                               LIMITED

Witness:
        ------------------------               -------------------------------
                                                          DIRECTOR



                                                                         Page 26

                                                                      ANNEXURE A

   MANAGEMENT FEE



                                                                    TIME         RATE          BENCHMARK       Allocation
   SERVICE                               PERSON                    (HOURS)       DRD           RATE(*)         DRD
   ------------------------------------  ------------------------  -----------   -----------   --------------  ----------
                                                                                                 
   Executive services                    MWW                          39         6,000                            234,000
                                         FC                          155         3,000                            468,000
                                         ILM                          39         3,000                            117,000
                                         BB                           39         1,500                             58,500

   Financial management                  K Dissel                     20         1,500             1,600           30,000

   Gold admin and treasury               A Beyers                     20         1,000             1,350           20,000

   Engineering service                   G Dempsey                   146         1,500             1,800          219,000

   Metallurgical services                B Ebell                      39         1,000             1,350           38,000

   Public relations                      Russels                      39         1,500             1,800           58,500

   MRM                                   D vd Bergh                   20         1,500             1,800           30,000

   HR training and IR                    J Engels                     39         2,000             1,800           40,000

   Environmental                         M Marais                     39         1,000             1,350           39,000

   Contracts and Insurance               K Hall                       39         1,000             1,350           39,000

   Secretarial                           M Eloff                      20         1,500             1,800           30,000

   Legal                                 B Morton                     39         1,000             1,350           21,500
                                                                                                                ---------
                                                                                                                1,443,500


   *Benchmark rates based on one of the big five auditing firms



                                                                         Page 27

   RESOLUTION OF DIRECTORS OF EAST BAND PROPRIETARY MINES LIMITED ("THE
   COMPANY") PASSED AT JOHANNESBURG ON 10 OCTOBER 2002

   RESOLVED:

   That the Memorandum of Agreement between the present shareholders of the
   company and Crown Gold Recoveries (Pty) Limited ("the Agreement'), whereby
   such shareholders sell to Crown their shares in and shareholders' claims
   against the company, be and is hereby noted and approved by the company;

   that the company acknowledges, notes, and agrees as it hereby does, to the
   cessions by those present shareholders of the company who have shareholders'
   claims against the company, as defined in clause 1.1.6 of the Agreement, of
   such claims to Crown Gold Recoveries (Pty) Limited, and the pledge by all the
   shareholders of the company, of their shares to Crown, all IN SECURITUM
   DEBITI in terms of clause 5.3 of the Agreement.

                            CERTIFIED A TRUE AND CORRECT COPY OF THIS RESOLUTION


                            ---------------------------------
                            SECRETARY 0F THE COMPANY

EX-4.51

                                                                    EXHIBIT 4.51


MEMORANDUM OF LOAN AGREEMENT


between


DURBAN ROODEPOORT DEEP, LIMITED


and


CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED



                                                                          Page 2

                                                                           
1. INTERPRETATION..............................................................2
2. THE LOAN....................................................................4
3. UNDERTAKINGS BY THE BORROWER................................................4
4. EVENTS OF DEFAULT...........................................................5
5. CESSION AND DELEGATION BY THE LENDER........................................7
6. CESSION AND DELEGATION BY THE BORROWER......................................7
7. NOTICES.....................................................................8
8. ARBITRATION.................................................................9
9. GENERAL....................................................................10



WHEREAS:

A.   This Memorandum records the loan to be made by the Lender to the Borrower
     on the terms and subject to the conditions recorded in this Memorandum.

B.   In terms of the Loan, the Lender agrees to lend to the Borrower, who agrees
     to borrow from the Lender, the amount of R 60 000 000 (sixty million Rand),
     which entire amount will be drawn down by the Borrower on the Effective
     Date.

THE PARTIES ACCORDINGLY RECORD THAT

1.   INTERPRETATION

1.1       Definitions

          For the purposes of this Memorandum, and the preamble, unless the
          context indicates otherwise, the words and expressions set out below
          shall have the meaning assigned to them, namely:

1.1.1          "Business Day"           means a day (other than a Saturday,
                                        Sunday or public holiday) on which banks
                                        generally are open in South Africa for a
                                        full range of business;



                                                                          Page 3

1.1.2          "Borrower"               means Crown Gold Recoveries
                                        (Proprietary) Limited, a company
                                        registered in accordance with the laws
                                        of South Africa under Registration
                                        Number 1988/05155/07;

1.1.3          "Event of Default"       means any one of the events specified in
                                        clause 4;

1.1.4          "Effective Date"         means the date of registration of the
                                        General Notarial Covering Bond referred
                                        to in clause 2.1.2;

1.1.5          "Indebtedness"           means any loan, debt, guarantee,
                                        indemnity or other obligation now or
                                        hereafter existing;

1.1.6          "Loan"                   means the amount of R 60 000 000 (sixty
                                        million Rand) which the Borrower agrees
                                        to borrow from the Lender and which the
                                        Lender agrees to lend to the Borrower
                                        and which entire amount will be drawn
                                        down by the Borrower on the Effective
                                        Date;

1.1.7          "the Lender"             means Durban Roodepoort Deep, Limited,
                                        a company registered in accordance with
                                        the laws of South Africa under
                                        Registration Number 1895/000926/06;

1.1.8          "this Memorandum"        means this memorandum of loan agreement;

1.1.9          "Parties"                means the Borrower and the Lender and
                                        "Party" means either one of them;

1.1.10         "Prime Rate"             means the publicly quoted interest rate
                                        charged by Standard Corporate and
                                        Merchant Bank Limited;

1.1.11         "Signature Date"         means the date of last signature of this
                                        Memorandum; and

1.1.12         "South Africa"           means the Republic of South Africa as
                                        constituted



                                                                          Page 4

                                        from time to time.

2.   THE LOAN

2.1       The Lender agrees to lend to the Borrower and the Borrower agrees to
          borrow from the Lender the Loan on the following terms:

2.1.1          the Loan will attract interest at the rate of 18,4 %; and

2.1.2          the Loan will be secured by the registration of a Notarial
               General Covering Bond over all movable assets of the Borrower, in
               accordance with the draft Notarial General Covering Bond annexed
               hereto and initialled for identification, all the terms and
               conditions of which shall be regarded as if incorporated herein,
               mutatis mutandis, save to the extent incompatible herewith; and

2.1.3          the Loan is repayable within 4 (four ) months after the Effective
               Date.

2.2       The parties record that the sole purpose for which the loan is granted
          is to enable Crown to effect payment of the purchase price in terms of
          the Acquisition of East Rand Proprietary Mines Limited Agreement, and
          the Borrower accordingly authorises and instructs the Lender to
          advance the loan on the borrower's behalf directly to Daun et Cie in
          terms of the said Acquisition Agreement.

3.   UNDERTAKINGS BY THE BORROWER

3.1       The Borrower undertakes to the Lender that until the Loan has been
          repaid in full by the Borrower to the Lender:

3.1.1          the Borrower shall (immediately upon it becoming aware of such
               occurrence) notify the Lender of the occurrence of any Event of
               Default and of any other event which, with the giving of notice
               or lapse of time or both, might constitute an Event of Default
               and at the same time inform the Lender of any



                                                                          Page 5

               action taken or proposed to be taken in connection with that
               Event of Default;

3.1.2          the Borrower shall maintain in full force and effect all
               authorisations, approvals, licences, registrations, consent or
               declarations from all legislative bodies of government,
               ministries, agencies or other authorities required by the laws of
               South Africa or otherwise appropriate in order for the Borrower -

3.1.2.1             to incur the obligations expressed to be assumed by it in or
                    pursuant to this Memorandum;

3.1.2.2             to execute and deliver all other documents and instruments
                    to be delivered by it pursuant to this Memorandum;

3.1.2.3             to perform and observe the terms and provisions of this
                    Memorandum;

3.1.2.4             to make all payments expressed to be required under this
                    Memorandum; and

3.1.2.5             to render this Memorandum legal, valid, binding, enforceable
                    and admissible in evidence.

3.2       The Borrower shall promptly furnish the Lender with such evidence of
          authority, authenticated specimen signatures and other documents and
          information as the Lender may reasonably request, on the request of
          the Lender, and perform all such other acts as may be necessary to
          carry out the intent of this Memorandum.

4.   EVENTS OF DEFAULT

4.1       With regard to the Loan, if:

4.1.1          the Borrower shall for any reason fail duly and promptly to
               effect payment in terms of clause 2.1.3 or perform or observe any
               of the other obligations or undertakings expressed to be binding
               on or undertaken in or pursuant to this Memorandum; or



                                                                          Page 6

4.1.2          a moratorium is declared on the discharge of Indebtedness of the
               Borrower or the Borrower is unable to pay its debts generally as
               they become due and payable or stop or threaten to stop or
               suspend payment of any sum expressed to be payable by it in or
               pursuant to this Memorandum or of its debts generally or
               otherwise becomes insolvent or shall convene a meeting for the
               purposes of making, or shall propose or enter into, any
               arrangement or composition for the benefit of any one or more of
               its creditors or shall commence negotiations with any one or more
               of its creditors with a view to a readjustment or rescheduling of
               its Indebtedness or with a view to the avoidance of circumstances
               in which it would or might be obliged to declare a moratorium on
               the discharge of its Indebtedness ; or

4.1.3          any person becomes entitled to take possession of or realise or
               otherwise apply any of the assets of the Borrower or to cause
               such assets to be realised in satisfaction of any obligation of
               the Borrower to such person and such event would or might, either
               directly or indirectly, materially affect the Borrower's ability
               to perform any of the obligations expressed to be assumed by it
               in or pursuant to this Memorandum; or

4.1.4          if any action or proceeding of or before any judicial,
               administrative, governmental or other authority or arbitrator
               commences (and is not stayed or discharged within 15 (fifteen)
               calendar days thereafter) to enjoin or restrain the performance
               or observance by the Borrower of the terms of this Memorandum or
               in any manner to question the right and power of the Borrower to
               enter into, exercise its rights under and perform and observe the
               terms of this Memorandum or the legality, validity,
               enforceability, binding nature or admissibility in evidence of
               this Memorandum; or

4.1.5          if it becomes or proves to be unlawful or impossible for the
               Borrower duly and promptly to perform or observe any of the
               obligations or undertakings expressed to be binding on or
               undertaken by it in or pursuant to this Memorandum,

          then and in any case the Borrower shall forthwith notify the Lender of
          the occurrence of such event which (regardless of whether such notice
          shall have been given) shall constitute an Event of Default. At any
          time after the occurrence of an



                                                                          Page 7

          Event of Default the Lender may, by written notice to the Borrower,
          declare the Loan to be immediately due and payable.

4.2       If the Loan is declared immediately due and payable pursuant to clause
          4.1, the Borrower shall immediately pay to the Lender the amount due
          under the Loan.

5.   CESSION AND DELEGATION BY THE LENDER

5.1       The Lender may at any time and from time to time cede all or any part
          of its rights and benefits and delegate all or any part of its
          obligations under this Memorandum to another person (an "Assignee").

5.2       For this purpose the Lender may disclose to a potential or actual
          Assignee, such credit and other information relating to the Borrower
          and its financial condition as the Borrower shall have made available
          to the Lender or as shall be known to the Lender otherwise howsoever.

5.3       If the Lender cedes any part of its rights and benefits and delegates
          any part of its obligations under this Memorandum then all references
          in this Memorandum to the Lender shall thereafter be construed as
          references to the Lender and its Assignee to the extent of their
          respective participations.

5.4       The expression "Lender" wherever used in this Memorandum shall include
          every Assignee of the Lender and every successor in title of any such
          Assignee or of the Lender.

6.   CESSION AND DELEGATION BY THE BORROWER

6.1       The rights and obligations of the Borrower under this Memorandum are
          personal to the Borrower and accordingly the Borrower shall not cede
          any of its right or benefits or delegate any of its obligations under
          this Memorandum either in whole or in part.



                                                                          Page 8

7.   NOTICES

7.1       Any notice or other formal communication to be given under this
          Memorandum shall be in writing and signed by or on behalf of the Party
          giving it and may be served by sending it by fax, delivering it by
          hand or sending it by registered mail with acknowledgement of receipt
          to the address and for the attention of the relevant Party set out in
          clause 7.2 (or as otherwise duly notified from time to time). Any
          notice so served by hand, fax or post shall be deemed to have been
          received:

7.1.1          in the case of delivery by hand or mail, when delivered;

7.1.2          in the case of fax, twelve (12) hours after the time of dispatch;

          provided that, where (in the case of delivery by hand or by fax), such
          delivery or transmission occurs after 18h00 on a Business Day or on a
          day which is not a Business Day, service shall be deemed to occur at
          09h00 on the next following Business Day. References to time in this
          clause are to local time in the country of the addressee.

7.2       The Parties choose for the purposes of this Memorandum the following
          addresses:

7.2.1          The Lender:    45 Empire Road
                              Parktown
                              Johannesburg
                              South Africa
                              Att: The Company Secretary
                              Fax: 482-1022

7.2.2          The Borrower:  45 Empire Road
                              Parktown
                              Johannesburg
                              South Africa
                              Att: The Company Secretary
                              Fax: 482-1022

7.3       In proving such service it shall be sufficient to prove that the
          envelope containing such notice was properly addressed and delivered
          to the address shown thereon or that the fax was sent after obtaining
          in person or by telephone appropriate evidence of the capacity of the
          addressee to receive the same, as the case may be.



                                                                          Page 9

7.4       All notices or formal communications under or in connection with this
          Memorandum shall be in the English language or, if in any other
          language, accompanied by a translation into English. In the event of
          any conflict between the English text and the text in any other
          language, the English text shall prevail.

8.   ARBITRATION

8.1       Any dispute arising out of this Memorandum or the interpretation
          thereof, both while in force and after its termination, shall be
          submitted to and determined by arbitration. Any Party may demand
          arbitration by notice in writing to the other parties. Such
          arbitration shall be held in Johannesburg unless otherwise agreed to
          in writing and shall be held in a summary manner with a view to it
          being completed as soon as possible.

8.2       There shall be 1 (one) arbitrator who shall be, where the question and
          issue is:

8.2.1          primarily an accounting matter, an independent chartered
               accountant of 10 (ten) years standing;

8.2.2          primarily a legal matter, a practising Senior Counsel; or

8.2.3          primarily a technical matter, a suitably qualified person.

8.3       The appointment of the arbitrator shall be agreed upon between the
          Parties in writing but, failing agreement between them, within a
          period of 14 (fourteen) days after the arbitration has been demanded
          in terms of clause 8.1, any party shall be entitled to request the
          President for the time being of the Law Society of the Northern
          Provinces to make the appointment and, in making his appointment, to
          have regard to the nature of the dispute.

8.4       The arbitrator shall have the powers conferred upon an arbitrator
          under the Arbitration Act, 1965 (as amended), but shall not be obliged
          to follow the procedures prescribed in that Act and shall be entitled
          to decide on such procedures as he may consider desirable for the
          speedy determination of the dispute, and in particular he shall have
          the sole and absolute discretion to determine whether and to what
          extent



                                                                         Page 10

          it shall be necessary to file pleadings, make discovery of documents
          or hear oral evidence.

8.5       The decision of the arbitrator shall be final and binding on the
          Parties and may be made an order of any court of competent
          jurisdiction. The parties hereby submit themselves to the
          non-exclusive jurisdiction of the Witwatersrand Local Division of the
          High Court of South Africa, or any successor thereto, should any Party
          wish to make the arbitrator's decision an order of that Court.

9.   GENERAL

9.1       Communications between the Parties

9.1.1          All notices and demands given by or on behalf of either Party to
               the other shall be in English or accompanied by a certified
               translation into English.

9.1.2          The Parties shall procure that all notices, demands and other
               oral or written communications given or made by or on behalf of
               the company to the Parties or the directors of the company in
               their capacity as such shall also be in English or accompanied by
               a certified translation into English. All meetings of the Board
               and any committees of the Board shall be conducted in English.

9.2        Remedies

          No remedy conferred by this Memorandum is intended to be exclusive of
          any other remedy which is otherwise available at law, by statute or
          otherwise. Each remedy shall be cumulative and in addition to every
          other remedy given hereunder or now or hereafter existing at law, by
          statute or otherwise. The election of any one or more remedy by any of
          the Parties shall not constitute a waiver by such Party of the right
          to pursue any other remedy.



                                                                         Page 11

9.3        Severance

          If any provision of this Memorandum, which is not material to its
          efficacy as a whole, is rendered void, illegal or unenforceable in any
          respect under any law, the validity, legality and enforceability of
          the remaining provisions shall not in any way be affected or impaired
          thereby and the Parties shall endeavour in good faith to agree an
          alternative provision to the void, illegal or unenforceable provision.

9.4       Survival of Rights, Duties and Obligations

          Termination of this Memorandum for any cause shall not release a Party
          from any liability which at the time of termination has already
          accrued to such Party or which thereafter may accrue in respect of any
          act or omission prior to such termination.

9.5       Costs

          Each Party shall bear its own costs incurred by it to its attorneys
          and other professional advisors for the preparation and signing of
          this Memorandum and the Borrower shall pay the stamp duty and costs of
          registration of the General Notarial Covering Bond.

 9.6      Entire Agreement

          This Memorandum constitutes the entire agreement between the Parties
          and save as otherwise expressly provided no modification, amendment or
          waiver of any of the provisions of this Memorandum or any agreement to
          cancel or terminate it shall be effective unless made in writing
          specifically referring to this Memorandum and duly signed by the
          Parties.

9.7       No Partnership

          Nothing in this Memorandum shall be deemed to constitute a partnership
          between the Parties (or any of them) or constitute any Party the agent
          of any other Party for any purpose.

9.8       Further Assurance



                                                                         Page 12

          Each Party shall co-operate with the other Party and execute and
          deliver to the other Party such other instruments and documents and
          take such other actions as may be reasonably requested from time to
          time in order to carry out, evidence and confirm the rights and the
          intended purpose of this Memorandum.

9.9       Counterparts

          This Memorandum may be signed in any number of counterparts, all of
          which taken together shall constitute one and the same instrument. Any
          Party may enter into this Memorandum by signing any such counterpart.

9.10      Successors Bound

          This Memorandum shall be binding on and shall inure for the benefit of
          the successors and assigns and personal representatives (as the case
          may be) of each of the Parties.

9.11      Good Faith

          Each of the Parties undertakes with each of the others to do all
          things reasonably within its power which are necessary or desirable to
          give effect to the spirit and intent of this Memorandum.


SIGNED at Boksburg on 10 October 2002.

                           For: DURBAN ROODEPOORT DEEP, LIMITED

Witness: /s/ R. Mendelow        /s/ Mark Wellesley-Wood
        -------------------     ----------------------------
                                Signatory: Mark Wellesley-Wood
                                Capacity: Director
                                Authority: Resolution


SIGNED at Boksburg on 10 October 2002.



                                                                         Page 13

                           For: CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED

Witness: /s/ R. Mendelow        /s/ M.P.M. Ncholo
         -----------------      ----------------------------
                                Signatory: M.P.M. Ncholo
                                Capacity: Director
                                Authority: Resolution

[LAST SIGNED 10 OCTOBER 2002]



                                                                        ANNEXURE

                                                       Protocol No:

                         NOTARIAL GENERAL COVERING BOND

KNOW ALL MEN WHOM IT MAY CONCERN

THAT on this the       day of   OCTOBER in the year Two Thousand and Two (2002)
before me,

                                 NATHAN MENDELOW

Notary Public, by lawful authority, duly admitted and sworn, practising as such
in Johannesburg in the Province of Gauteng and in the presence of the
subscribing witnesses, personally came and appeared -

                           MARK MICHAEL WELLESLEY-WOOD

in his capacity as a director of

                   CROWN GOLD RECOVERIES (PROPRIETARY) LIMITED
                               No. 1988/005115/07



                                        2

a company duly registered in terms of the company laws of the Republic of South
Africa, having its registered office at 45 EMPIRE ROAD, PARKTOWN, 2093 and
carrying on business at CROWNWOOD ROAD, CROWN MINES, 2025

(hereinafter referred to as "the Mortgagor")

he acting under and by virtue of a resolution of the board of directors of the
company passed at Johannesburg on the ___ of October, 2002, a certified copy of
which resolution have this day been exhibited to me, the Notary, and now remains
filed in my protocol,

AND the said Appearer declared:

WHEREAS the hereinaftermentioned Mortgagee requires every present and future
indebtedness of the Mortgagor to be secured by the hypothecation of the
undermentioned property as a continuing covering security;

NOW THEREFORE the Appearer did by these presents declare and acknowledge the
Mortgagor to be indebted, held firmly bound unto and in favour of -

                         DURBAN ROODEPOORT DEEP, LIMITED
                               No. 1895/000926/06

its successors-in-title, order or assigns -

(hereinafter referred to as "the Mortgagee")

in the sum of R60 000 000.00 (sixty million Rand) (hereinafter referred to as
"the Capital") as a continuing covering security in respect of every
indebtedness or obligation of whatsoever cause and nature and howsoever arising
and whether now owing and which will from time to time hereafter and/or for the
time being be owing to the Mortgagee including and without restricting the
generality of the aforegoing, every indebtedness or obligation of the Mortgagor
to the Mortgagee which has already arisen and which may in future arise from, by
reason of, or in respect of goods sold and delivered or to be delivered; moneys
lent and advanced or to be advanced; negotiable instruments made, drawn,
accepted, endorsed or otherwise



                                        3

negotiated or executed; suretyships, guarantees, indemnities or similar
obligations undertaken; interest; damages or statutory or other compensation;
the acquisition by the Mortgagee by cession or otherwise from any third party of
any claim or claims or rights of action of whatsoever cause or nature against
the Mortgagor, in every case or event irrespective of whether the indebtedness
or obligation in question will have arisen in the first instance in favour of
the Mortgagee or will have become owing to the Mortgagee thereafter in
consequence of any transfer negotiation or cession thereof to the Mortgagee and
irrespective of whether such indebtedness or obligation is owing to the
Mortgagee by the Mortgagor alone or jointly with others and including any
novated debt or debts arising in connection with or substitution for any debt of
the Mortgagor to the Mortgagee, including in particular and without limiting the
generality of the aforegoing, any indebtedness or obligation arising out of or
in connection with certain agreement entered into between the Mortgagor and the
Mortgagee dated _______ (hereinafter referred to as "the Loan Agreement").

AND the Appearer q.q. further declared the Mortgagor to be held firmly bound in
a further sum of R18 000 000.00 (EIGHTEEN MILLION RAND) (hereinafter referred to
as "the Additional Amount") to secure any sum or sums of money which shall or
may be disbursed by or become owing to the Mortgagee in respect of interest,
premiums of insurance, licences, state, municipal and other taxes, repairs,
stamp duties, legal and other costs on the scale as between attorney and his own
client of and incidental to this bond and/or any proceedings instituted or taken
by the Mortgagee against the Mortgagor hereunder (including the proof of claims
and attendances of meetings in the event of the Mortgagor's insolvency or
winding up), expenses incurred or to be incurred in protection of the security
of the Mortgagee hereunder and/or any other charges disbursed by the Mortgagee
for and on behalf of the Mortgagor in terms of this bond or otherwise.

AND as a continuing covering security for every such present and/or future
indebtedness or obligation as aforesaid, as well as all of the Mortgagor's
obligations hereunder, the Appearer, on behalf of the Mortgagor hereto declared
to bind and hypothecate

     ALL OF THE MORTGAGOR'S MOVABLE PROPERTY AND EFFECTS, OF WHATEVER NATURE AND
     DESCRIPTION AND WHERESOEVER SITUATE, BOTH CORPOREAL AND INCORPOREAL AND
     BOTH SUCH AS THE



                                        4

     MORTGAGOR MAY NOW OWN OR AS IT MAY IN THE FUTURE ACQUIRE, NOTHING EXCEPTED.

     (hereinafter referred to as "the Assets").

AND the Appearer q.q. further declared the conditions of this bond to be such
that it shall be and remain in full force and effect as a continuing security
and covering bond in addition and without prejudice to any other securities or
suretyships now held or hereafter to be held by the Mortgagee in respect of or
covering the indebtedness of the Mortgagor to the Mortgagee up to the amount of
the Capital for all or any sum or sums of money in which the Mortgagor may now
be or hereafter become indebted to the Mortgagee from whatsoever cause arising,
notwithstanding any fluctuation in the amount or even temporary extinction of
such indebtedness, until such time as this Bond shall be cancelled in the Deeds
Office with the consent of the Mortgagee.

AND the Appearer q.q hereby declared the following to be special conditions to
this Bond, namely:

1.   RENUNCIATION OF EXCEPTIONS

     The Mortgagor renounces all benefit from the legal exceptions NON NUMERATE
     PECUNIAE, NON CAUSE DEBITI, ERRORE CALCULI, revision of accounts, no value
     received, DE DUOBUS VEL PLURIBUS REIS DEBENDI and all other exceptions
     which might or could be taken at law or in equity to the payment of the
     aforesaid sum or any part thereof with the force and effect of which
     exceptions the Appearer declared the Mortgagor to be fully acquainted.

2.   INSURANCE OF ASSETS

2.1       The Assets shall be insured and kept insured by the Mortgagor in the
          names of the Mortgagor and the Mortgagee jointly for their respective
          rights and interests against all risk of loss or damage from
          whatsoever cause arising including from fire, riots, strike, civil
          commotion, explosion, fire following riots and strike, storm,
          earthquake, political riot and against such other peril/s as



                                        5

          are normal in the case of such assets and as the Mortgagee may from
          time to time stipulate, for a sum assured being not less than the full
          replacement value thereof as determined from time to time by the
          Mortgagee which amount is agreed to be the reasonable value thereof.

2.1.1          It is recorded that in the case of new policies effected in terms
               of this clause, the Mortgagor shall have the right to choose the
               insurer with which, and the intermediary through which, such
               insurance is effected.

2.1.2          If insurance is effected otherwise than through an intermediary
               approved by the Mortgagee, such insurance shall contain a
               provision to the effect that the same may not be cancelled by the
               insurer save on 30 (thirty) days written notice to the Mortgagee.

2.1.3          Every insurance policy effected in terms of this clause shall
               provide that all sums becoming payable thereunder shall, in the
               event of any loss, be paid by the insurer to the Mortgagee who,
               alone, shall be entitled to give good and valid receipts and
               discharges in respect thereof and such policy shall not restrict
               the rights or the Mortgagee against the insurer.

2.2       The Mortgagor hereby cedes, transfers, makes over and assigns to the
          Mortgagee all of its right to payment of any amount payable to the
          Mortgagee as contemplated in 2.1.3.

2.3       The Mortgagor shall, in addition, effect all insurances relating to
          the Assets or their use required by law.

2.4       The Mortgagor shall pay all premiums due in respect of policies
          referred to in this clause as and when such premiums fall due and
          shall, whenever called upon by the Mortgagee to do so, produce proof
          of payment of such premiums and deposit any receipt or receipts in
          respect thereof with the Mortgagee. Should the Mortgagor fail to
          effect any such insurance or deliver any policy, policies or receipts
          as aforesaid, the Mortgagee shall be entitled to insure the Assets in
          accordance with the provisions of this clause and to recover all



                                        6

          costs, charges and disbursements made or incurred in connection
          therewith from the Mortgagor forthwith on demand.

2.5       Any monies received by the Mortgagee under any insurance effected or
          to be effected in terms of this clause on the occurrence of a loss
          shall, at the sole election of the Mortgagee, be expended either in
          partial or full repayment of any amount which may then be due by the
          Mortgagor to the Mortgagee secured hereunder, or in the restoration
          under such conditions as the Mortgagee may determine of that portion
          of the Assets as has been destroyed or damaged.

2.6       The Mortgagee shall (without prejudice to the generality of the rights
          conferred on it in terms of this clause) have the right and be
          entitled to adjust, settle, compromise, institute or defend claims
          and/or litigation and submit to arbitration all claims, disputes and
          matters arising out of or in connection with any one or more of the
          said policies of insurance effected or to be effected in terms of this
          clause or the happening of any event thereby insured against, all in
          such manner as the Mortgagee in its sole and absolute discretion may
          think fit and all at the cost and expense of the Mortgagor, who shall
          repay to the Mortgagee the costs or expenses thereby incurred by it
          forthwith on demand.

2.7       The Mortgagee shall not be liable to the Mortgagor for failure to do
          anything in terms of this clause or for doing such thing negligently
          or in a manner not acceptable to the Mortgagor.

3.   MORTGAGOR'S NEGATIVE OBLIGATIONS

3.1       The Mortgagor shall not, without the Mortgagee's prior written consent
          (which consent shall not be unreasonably withheld) -

3.1.1          sell, alienate, dispose of, transfer or give up possession in any
               way of the Assets or any of them;



                                        7

3.1.2          pledge, cede, mortgage, hypothecate or otherwise encumber the
               Assets or any of them;

3.1.3          permit any lien, encumbrance, hypothec or security interest of
               whatsoever nature in the Assets to be created by the operation of
               law or otherwise howsoever;

3.1.4          sign any power of attorney to pass any bond or execute or pass
               any further bond or bonds over the Assets;

3.1.5          remove any of the Assets from the Republic of South Africa.

3.2       The prohibitions in 3.1 above shall not apply to anything which the
          Mortgagor is able to prove is done in the ordinary and regular course
          of the business of the Mortgagor.

3.3       The onus of proving that any transaction referred to above or in the
          bond is in the ordinary and regular course of the Mortgagor's business
          shall be on the Mortgagor.

4.   MORTGAGOR'S POSITIVE OBLIGATIONS

     The Mortgagor shall -

4.1       promptly and regularly pay all rentals, taxes, rates, licence fees and
          other imposts and outgoings (if applicable) in respect of the Assets,
          and on demand produce to the Mortgagee proof of such payment;

4.2       keep the Assets (and all replacements thereof) in good condition and
          repair and replace the same whenever necessary, it being agreed that
          for purposes hereof -

4.2.1          all parts used in the repair of the Assets and all accessories
               affixed thereto shall be deemed to form part of and accede to the
               Assets; and



                                        8

4.2.2          any asset acquired by the Mortgagor in replacement of the Assets
               or any of them shall for all purposes hereunder be deemed to be
               included in the Assets;

4.3       permit the Mortgagee at any time to inspect the Assets;

4.4       advise the Mortgagee of any fact, circumstance or event which is, or
          may be construed as or which gives rise or may give rise to an event
          of default in terms of 7 below;

4.5       whenever requested to do so by the Mortgagee at any time during the
          continuance of this bond, furnish to the Mortgagee all policies of
          insurance, licences, permits and registration documents relevant to
          the Assets or any of them;

4.6       permit the Mortgagee at any time to take possession of the Assets in
          order to perfect its pledge.

5.   INTEREST

     Any sums of money due and payable by the Mortgagor to the Mortgagee under,
     in terms of or secured by this Bond shall in the absence of any written
     agreement to the contrary, bear interest (in respect of which the Mortgagor
     hereby acknowledges its indebtedness to the Mortgagee) at the maximum rate
     from time to time charged by any commercial bank in the Republic of South
     Africa in respect of overdraft advances. Such interest shall be computed
     upon the daily balance outstanding and shall be calculated and ascertained
     monthly and when so calculated and ascertained it shall thereupon IPSO
     FACTO be due for payment and if not paid, shall be capitalised and for all
     purposes form portion of the amount secured under this Bond.



                                        9

6.   NOTICES AND PAYMENT

     All notices which may require to be given by the Mortgagor to the Mortgagee
     and all payments in respect of any amounts at any time due and payable
     under, in terms of or secured by this Bond, whether of capital, interest or
     otherwise, shall be made at 45 Empire Road, Parktown, 2093 or at such other
     place or address as the Mortgagee may from time to time notify the
     Mortgagor.

7.   EVENTS OF DEFAULT

     An event of default shall occur if -

7.1       the Mortgagor refuses and/or neglects -

7.1.1          to carry out the provisions of the Loan Agreement or if the
               Mortgagor commits any act which constitutes a breach of any of
               the provisions of the Loan Agreement; or

7.1.2          to carry out, or breaches any of the other terms, conditions or
               stipulations of this bond; or

7.1.3          to carry out, or breaches any of the terms, conditions or
               stipulations of any agreement between the Mortgagor and the
               Mortgagee or any bond passed by the Mortagor in favour of the
               Mortgagee which is collateral hereto; or

7.2       the Mortgagor -

7.2.1          is dissolved or provisionally or finally liquidated, wound-up or
               placed under judicial management or gives any notice or takes any
               steps to convene a meeting of its shareholders to adopt a
               Resolution for its winding-up or to place it under judicial
               management whether provisional or final, voluntary or otherwise;
               or



                                       10

7.2.2          makes or attempts to make or recommends any general offer of
               compromise with any or all of its creditors; or

7.2.3          changes the nature of its activities in any material respect or
               materially reduces the scope thereof without the Mortgagee's
               prior written consent; or

7.2.4          commits any breach of any material contract binding upon it
               entitling the other party to that contract to cancel the same or
               to accelerate performance by the Mortgagor of any obligation due
               thereunder;

7.2.5          suffers judgment granted by any Court against it to remain
               unsatisfied for a period of 7 (SEVEN) days.

8.   THE MORTGAGEE'S RIGHTS ON THE HAPPENING OF AN EVENT OF DEFAULT

     Upon the happening of an event of default referred to in 7 above, the
     Mortgagee shall, without prejudice to any other right which it has in terms
     hereof or at law, be entitled -

8.1       notwithstanding the terms and conditions of any indebtedness or
          obligation of the Mortgagor to the Mortgagee arising before,
          simultaneously with or after the execution of this Bond (save only to
          the extent that the provisions of this sub-clause 8.1 are expressly
          overridden in writing referring to this clause 8.1 and signed by the
          Mortgagor and the Mortgagee) to declare the full amount of the
          Mortgagor's indebtedness to the Morgagee from whatsoever cause arising
          to be due and payable forthwith and to claim and recover the same from
          the Mortgagor forthwith on demand;

8.2       if the Mortgagee has not already been placed in possession of the
          Assets, to forthwith take possession and thereby perfect its pledge of
          the Assets;



                                       11

8.3       to hold the Assets as security for the payment of all amounts owing by
          the Morgagor to the Mortgagee and to retain such possession for so
          long as the Mortgagee may deem fit;

8.4       to dispose of the Assets or any of them by public auction, public
          tender or any private treaty or otherwise in the Mortgagee's sole
          discretion and on such terms and conditions as the Mortgagee in its
          sole discretion may deem fit and to convey good valid and free title
          to the purchaser or transferee thereof;

8.5       to apply for provisional sentence hereunder;

8.6       to employ such other remedies and to take such other steps against the
          Mortgagor as are allowed in law;

8.7       to recover all costs and charges incurred by the Mortgagee in the
          exercise of its rights under this bond including (but without
          limitation) all costs of storing the Assets and all legal costs and
          disbursements.

9.   MANNER OF EXERCISE OF THE MORTGAGEE'S RIGHTS

9.1       The Morgagee shall be entitled to exercise the rights afforded to it
          in terms of this Bond including (but not limited to) those referred to
          in 8 above -

9.1.1          either separately or jointly or in such order and combination and
               at such times as the Mortgagee may think fit and the Mortgagee
               shall be entitled to recover from the Mortgagor forthwith on
               demand any costs or expenses reasonably incurred in exercising
               any of such rights;

9.1.2          itself through any of its directors, managers, officers,
               employees, servants, agents or independent contractor nominated
               by it for the purpose (it being expressly agreed that as between
               Mortgagor and Mortgagee it shall not be necessary for the
               Mortgagee to prove the appointment or authority of a person
               referred to in this sub-clause).



                                       12

9.2       If the Mortgagee exercises any of its rights in terms of this bond,
          neither the Mortgagee nor any of its directors, managers officers,
          employees, servants nor any agents or independent contractors for
          whose acts the Mortgagee may be vicariously liable in law, shall be
          liable for any loss or damage of whatsoever nature to the Mortgagor's
          business and/or the Assets howsoever arising or caused, in particular
          whether caused by negligence or not. The Mortgagor hereby indemnifies
          and holds the Mortgagee and its directors, managers, officers,
          employees, servants, agents or independent contractors harmless
          against all and any claims of whatsoever nature which may be made
          against the Mortgagee or any of the aforementioned persons arising out
          of any of the aforegoing occurrences.

10.  RIGHTS TO APPLY TO COURT AND JURISDICTION

10.1      Any application to any competent Court to be brought by the Mortgagee
          in terms of or arising from this bond and/or the Loan Agreement, may
          be brought, at the Mortgagee's election, either EX PARTE or on notice
          to the Mortgagor. The right conferred upon the Mortgagee in terms of
          this paragraph shall in no way derogate from any other right conferred
          on the Mortgagee in terms of this bond or otherwise.

10.2      The Mortgagor hereby submits to then jurisdiction of the High Court of
          South Africa, Witwatersrand Local Division, and agrees that any action
          by the Mortgagee against the Mortgagor may be instituted in that
          division or any other division of the High Court having jurisdiction
          in the relevant dispute as the Mortgagee may elect.

11.  FINANCIAL STATEMENTS

     The Mortgagor shall deliver to the Mortgagee the audited annual financial
     statements of the Mortgagor from time to time as soon as they are made
     available to the Mortgagor but in any event not later than 6 (SIX) months
     after the Mortgagor's financial year end.



                                       13

12.  PROVISIONS SEVERABLE

     If any of the provisions of this bond are found to be unlawful,
     unenforceable or invalid such provision shall be deemed to be severable
     from the remaining provisions of this bond and shall, to the extent that
     the same is unlawful, unenforceable or invalid, be deemed to be PRO NON
     SCRIPTO.

13.  REARRANGEMENT OF PAYMENT

     The Mortgagee shall have the right at any time by agreement with the
     Mortgagor to rearrange or alter the conditions for repayment of capital,
     interest or any other sum owing to the Mortgagee as regards the amount of
     any instalments payable in respect thereof, or as regards the date/s of
     payment or otherwise and no such rearrangement or alteration shall in any
     way prejudicially affect the operation of this Bond or the security granted
     hereunder nor constitute a novation of any of the said debts nor affect the
     rights of the Mortgagee to sue in terms of this Bond in the same manner as
     if no such new arrangement or alteration had been made and all the
     provisions of this Bond shall mutatis mutandis apply to all or any such
     rearrangement or alteration other than those specifically altered thereby
     in writing as fully and effectually for the purpose of applying for
     judgment under this Bond as if such rearrangement or alteration had been
     the original terms of this Bond.

14.  RELEASE OF SECURITIES

     This Bond shall not be affected by, and shall remain of full force and
     effect notwithstanding the grant of time or any other indulgence by the
     Mortgagee to the Mortgagor or anyone else, the release wholly or partially
     of any other securities held by the Mortgagee for any indebtedness of the
     Mortgagor, the talking of other securities in place thereof, the variation
     or alteration of any securities, the release wholly or partially of any
     surety, co-principal debtor, co-debtor and/or co-surety, with the
     Mortgagor, the compounding or compromise of any relevant claim and
     generally the grant or extension of any latitude or indulgence to the
     Mortgagor or anyone else.



                                       14

15.  NO VARIATION

15.1      No addition to, and no alteration, variation or consensual
          cancellation of any of the provisions of this Bond and no waiver by
          the Mortgagee of any of its rights hereunder shall be of any force or
          effect unless reduced to writing and signed by both the Mortgagor and
          the Mortgagee. The Mortgagor hereby waives the right to rely on any
          oral contract or any contract allegedly constituted by the conduct of
          the Mortgagee or any person acting on the Mortgagee's behalf or any
          implied contract with reference to the subject matter or content of
          this Bond or on any implied term or condition in this Bond.

15.2      No leniency or extension of time that may be granted by the Mortgagee
          to the Mortgagor for the payment of any amount or the performance of
          any obligation and no course of conduct between the Mortgagee and the
          Mortgagor or indulgence shown by the Mortgagee to the Mortgagor either
          prior to the execution hereof or thereafter shall constitute or be
          construed as a waiver, novation or variation of any of the terms or
          conditions hereof, nor excuse the Mortgagor from exact compliance of
          the same nor shall the same create any estoppel against the Mortgagee
          or otherwise vary, novate or in any way affect any of the Mortgagee's
          rights hereunder. No waiver of any of the Mortgagee's rights hereunder
          shall be binding on the Mortgagee unless reduced to writing and signed
          by the ;Mortgagee's representative authorised thereto in writing.

16.  DOMICILIUM

16.1      For the purpose of this band, the Mortgagor chooses DOMICILIUM CITANDI
          ET EXECUTANDI at 45 EMPIRE ROAD, PARKTOWN, 2093.

16.2      All notices which are to be given by the Mortgagee in teems of this
          band shall be presumed, until the contrary is provided, to have been
          received -



                                       15

16.2.1         if pasted by registered post to P O BOX 390, MARAISBURG, 1700, 7
               (SEVEN) days after the date of posting;

16.2.2         if delivered by hand on the date of delivery to the address in
               16.1.

16.3      The Mortgagor may by notice in wilting from time to time alter its
          addresses  set out in clauses 16.1 and 16.2.1.

17.  COSTS

     All fees, charges and disbursements in having this Band prepared and
     registered and in having this Bond cancelled (all of which services shall
     be rendered by a Canveyancer instructed by the Mortgagee); in issuing notes
     and demands and in instituting or prosecuting any legal proceedings or in
     proving a claim in the event of tile liquidation of the Mortgagor shall be
     borne and paid on demand by the Mortgagor on the scale as between an
     Attorney end his own client whether or not action has been or is instituted
     by the Mortgagee against the Mortgagor.

18.  CESSION BY MORTGAGEE

     The Mortgagee may at any time and without reference to the Mortgagor, cede
     its right, title and interest in and to this Bond to any person or persons
     whatsoever (even if such cession entails an increase in the number of
     Mortgagees) in which event any reference to the Mortgagee in this Bond
     shall be deemed to be a reference to any such successor in title of the
     Mortgagee.

19.  CERTIFICATE CLAUSE

     A certificate purporting to be signed by any one of the Mortgagee's
     authorised signatories (whose appointment it shall not be necessary to
     prove) shall BE PRIMA FACIE proof of the amount due, awing and payable by
     the Mortgagor to the Mortgagee and secured under this Bond; the terms of
     any rearrangement or alteration in terms



                                       16

     of clause 13 above and of any other fact relevant to transactions between
     the Mortgagor and the Mortgagee including especially but not exclusively
     any rate or rates of interest, for all purposes and including without
     prejudice to the generality of the aforegoing for the purpose of obtaining
     judgment or provisional sentence against the Mortgagor or execution under
     this Bond.

20.  INTERPRETATION

20.1      In this Bond, unless the context otherwise indicates, words importing
          any one gender shall be deemed also to import the other genders and
          words importing the singular shall be deemed also to import the plural
          and vice versa.

20.2      clause headings are for reference purposes only and shall not he taken
          into account in the interpretation of this Bond.

21.  WAIVER

     With reference to any obligations which the Mortgagor may now or hereafter
     have to the Mortgagee (including in particular but without limitation to
     the generality of the aforegoing, the obligations hereunder), the Mortgagor
     hereby waives all benefit and protection of and under the Agricultural
     Credit Act No. 28 of 1966, the Moratorium Act No. 25 of 1963, all
     amendments to those statutes and all other statutes passed and to be passed
     in substitution, wholly or partially, for any of the aforementioned
     statutes passed or to-be passed for the protection of debtors in respect of
     which protection may validly be waived.

22.  CANCELLATION

     The Mortgagor shall not be entitled to require that this Bond is cancelled
     until such time as the Mortgagor has directed a written request to the
     Mortgagee that this Bond be cancelled and the Mortgagee has agreed in
     writing that the full indebtedness of the Mortgagor to the Mortgagee has
     been paid and discharged.



                                       17

23.  ALLOCATION OF PAYMENTS

     Notwithstanding anything to the contrary herein contained or in law and
     notwithstanding any purported appropriation by the Mortgagor, the Mortgagee
     alone shall have the right to appropriate and allocate any moneys received
     by the Mortgagee from the Mortgagor at any time to any indebtedness or
     obligation of the Mortgagor to the Mortgagee as the Mortgagee may deem fit
     from time to time in its sole and absolute discretion and the Mortgagor
     hereby waives the right to name the debt to which any such moneys may or
     shall be allocated or appropriated.

24.  WAIVER OF CLAIMS BY MORTGAGOR

     The Mortgagee shall under no circumstances be liable for any loss or damage
     as a result of any act, omission, fault or negligence in exercising any of
     its powers or any mandate in terms of this Bond and the Mortgagor does
     hereby waive any claim which it may have against the Mortgagee arising out
     of any such act, omission, fault or negligence, as the case may be.

25.  JURISDICTION

     The Mortgagor consents in terms of Section 45 of Act 32 of 1944 (or any
     amendment or substitution thereof) that the Mortgagee may at its option
     enforce any rights in terms of this bond in the Magistrate's Court for any
     district having jurisdiction over the Mortgagor in terms of Section 28(1)
     of the said Act.

26.  CONFLICTING PROVISIONS

     If any of the provisions of this bond conflict with any of the provisions
     of the Loan Agreement and/or any other agreement entered into between the
     Mortgagor and the Mortgagee in terms whereof the obligations of the
     Mortgagor are secured by this



                                       18

     Bond then the provisions of the Loan Agreement and/or such other agreement
     shall prevail, as the case may be.

27.  NON-PREJUDICE TO PRIOR NOTARIAL GENERAL COVERING BOND

     It is recorded that the Mortgagor has caused to be registered. aver the
     Assets, two prior Notarial General Covering Bonds in favour of INDUSTRIAL
     DEVELOPMENT CORPORATION OF SOUTH AFRICA LIMITED (hereinafter referred to as
     "the First and Second Mortgagee", and the Mortgagee in terms of this Bond
     being hereinafter referred to as "the Third Mortgagee"), which prior
     Notarial General Covering Bonds shall rank in all respects ahead of this
     Bond and as First and Second Notarial General Covering Bonds (and which
     shall hereinafter be referred to as such), and that notwithstanding
     anything to the contrary herein expressly or impliedly contained -

27.1      this Bond shall rank thereafter as a third Notarial General Covering
          Bond (and shall hereinafter be referred. to as such);

27.2      this Third Notarial General Covering Bond shall not prejudice, compete
          or interfere with or affect the rights or preference of the First and
          Second Mortgagee under the First and Second Notarial General Covering
          Bonds over the property hereby mortgaged;

27.3      the First and Second Mortgagee shall have and exercise all the rights,
          privileges and preferences as it has in terms of the First and Second
          Notarial General Covering Bonds and in law as if this mortgage bond
          had not been executed or registered, whether in case of sale in
          execution or insolvency of the Mortgagor or otherwise;

27.4      the Third Mortgagee may not, without the prior written consent of the
          First and Second Mortgagee, cause the Assets to be attached in
          execution of a judgment or liquidate the Mortgagor or place it under
          judicial management;

27.5      the First arid Second Mortgagee shall in its discretion exercise its
          right to grant further advances to the Mortgagor under the First and
          Second Notarial



                                       19

          General Covering Bonds, without its rights in terms of this clause
          being prejudiced;

27.6      the Third Mortgagee shall not cede or assign any of its rights or
          obligations under this bond without the prior written consent of the
          First and Second Mortgagee.

THUS DONE AND SIGNED at JOHANNSBURG on the day, month and year first
aforewritten, in the presence of the subscribing witnesses, both present at the
same time.


AS WITNESSES;

1.
   --------------                  ------------------------------------

2.                                 QUOD ATTESTOR
   --------------
                                        ------------------------------
                                        NOTARY PUBLIC


[LAST SIGNED OCTOBER 2002]

EX-4.52

                                                                   EXHIBIT 4.52

                         DURBAN ROODEPOORT DEEP LIMITED

15TH October 2002

Mr N. Goodwin


Dear Nick,

OFFER OF FIXED TERM CONSULTATION PERIOD

We have pleasure in offering you a fixed term consultancy with Durban Roodepoort
Deep Limited as Project Consultant for the Argonaut Project. The following terms
and conditions will apply:

DESIGNATION:                Project Consultant for the Argonaut Project.

EFFECTIVE DATE:             2nd September 2002

DURATION OF CONTRACT:       12 months.

CONSULTATION FEE:           US $ 400 per day.  You will be  required  to work a
                            minimum of 180 working days during this contract.

TELEPHONE AND CELL PHONE:   You will be reimbursed  for all business  telephone
                            and cell phone expenses, on presentation of
                            invoices.

TRAVEL CLAIM:               You will be reimbursed for all official business
                            trips excluding travelling between your house and
                            your place of work at a standard rate per kilometre
                            as per the current policy.

LIFE ASSURANCE:             Cover equal to two years salary is provided by the
                            Group Life Assurance scheme.

SHARE OPTIONS:              You may retain your current allocation of shares and
                            will remain eligible for the Share Scheme provided
                            you are contracted as a Close Corporation and
                            undertake that DRD is your sole business.

PROFESSIONAL ASSOCIATION:   One club membership fee and one professional
                            association membership fee will be paid for by the
                            Company.

CONFIDENTIAL                You shall not, either during your employment with
                            the Company and within the Group or thereafter, use
                            or disclose or attempt to use or disclose to any
                            third parties any confidential information.

TERMINATION:                Your appointment is subject to termination  after
                            the expiry of twelve months, or at any time by
                            either party giving two weeks notice.

The conditions set out in this letter, as well as all other company rules
(including any changes that may occur from time to time), will constitute your
contract of consultation with the company. Please



                                                                          Page 2

note that information on individual remuneration is considered to be
confidential and should remain a matter between yourself and the company.

Should this offer be acceptable to you, kindly sign this copy and return it to
Johann Engels, Group Human Resources Manager, at your earliest convenience.

We look forward to your continued contribution to our company and sincerely hope
that our association will remain mutually rewarding. We wish you every success
with this project.


Yours sincerely

/s/ M.M. Wellesley-Wood

MM WELLESLEY-WOOD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER


                     CC:  J ENGELS     GROUP HUMAN RESOURCES MANAGER
                          IL MURRAY    CHIEF FINANCIAL OFFICER
                          CW ROOS      SNR PAYROLL ADMINISTRATOR



SIGNED: /s/ N. Goodwin             DATE: October 12, 2002
        ---------------------------     -----------------
           (N GOODWIN)


[LAST SIGNED 24 OCTOBER 2002]

EX-4.53

                                                                    EXHIBIT 4.53


                          MANAGEMENT SERVICES AGREEMENT

                                     between

                         DURBAN ROODEPORT DEEP, LIMITED
                        (REGISTRATION NO 1895/000926/06)
                                     ("DRD")

                                       and

                       EAST RAND PROPRIETARY MINES LIMITED
                        (REGISTRATION NO. 1893/00773/06)
                                    ("ERPM")

WHEREAS ERPM and DRD wish to enter into a management services agreement on the
terms and conditions recorded herein.

1. DURATION

This agreement shall commence on 8 October 2002 and endure for an initial fixed
period of 2 (two) years, until 2 October 2004, whereafter it will be
automatically renewed for further annual periods until terminated either:

   1.1. by either party on 6 (six) months written notice given prior to 7
        October 2004 or on the expiry of any annual period thereafter; or

   1.2. upon the final cessation by ERPM of mining and related activities,



                                                                          Page 2

provided that ERPM shall not be entitled to terminate this agreement foras long
as ERPM is indebted to DRD for any cause of indebtedness whatsoever; and

    (a) as long as it is a wholly owned subsidiary of Crown Gold Recoveries
        (Pty) Ltd ("CROWN") and DRD has a 40% shareholding in the latter company
        through Crown Consolidated Gold Recoveries Ltd; and
    (b) for as long as DRD is financially committed to ERPM or on behalf of ERPM
        or on behalf of ERPM to third parties.

In the event of the proposed sale agreement of shares in ERPM to CROWN not being
implemented, ERPM shall be entitled to cancel this agreement at any time on 3
(three) months written notice, provided that ERPM repays DRD all outstanding
amounts owed to DRD and, If required by CROWN, accepts cession and assignment
from CROWN of all hedging commitments put in place for gold production of ERPM.

2. NOW THEREFORE IT IS AGREED:

   2.1. That DRD shall provide to ERPM the services set out in paragraph 3, for
        which DRD will be remunerated on the basis of this agreement.

   2.2. ERPM acknowledges that it is aware that DRD acts in the same or similar
        capacity for other companies and agrees that DRD shall be entitled to
        continue to do so and, accordingly, that the services will not be
        available to ERPM on an exclusive full-time basis.

3. SPECIFIC SERVICES TO BE RENDERED

DRD shall provide ERPM with the following specific services:

   3.1.     Executive services;
   3.2.     Financial management;
   3.3.     Gold administration and hedging;
   3.4.     Treasury services;
   3.5.     Engineering services;
   3.6.     Metallurgical services;



                                                                          Page 3


   3.7.     Public relations services;
   3.8.     Mineral resource services;
   3.9.     Critical equipment pool services;
   3.10.    Human resources strategic direction;
   3.11.    Legal services;
   3.12.    Environmental services;
   3.13.    Contracts and insurance services;
   3.14.    Company secretarial services.

4. REMUNERATION CHARGE

   4.1. The monthly charge payable by ERPM to DRD for the specific services
        rendered and to be rendered in terms of this agreement shall be R1 443
        500,00 per month calculated in terms of Annexure A for the first two
        years, escalating by the September CPI inflation rate (all indexes) per
        annum compounded on 8 October 2004 and annually thereafter.

   4.2. DRD shall be entitled to second certain employees to ERPM on a full time
        basis from time to time and the costs of such employees shall be payable
        by ERPM in addition to the fee in 4.1.

   4.3. The charge far each month shall be payable monthly in arrears on the
        last working day of each month. The amounts payable as per 4.1 are
        exclusive of VAT.

   4.4. Should ERPM request DRD to provide:

        4.4.1. services other than those specifically set out in paragraph 3; or

        4.4.2. services which may fall within the general categories set out in
               paragraph 3 but which go beyond those required in the ordinary
               and normal course of ERPM's business or are of an extraordinary
               nature, then the fees payable by DRD shall be that amount as may
               be agreed upon between DRD and ERPM when those services are
               requested.

5. LIMITATION OF LIABILITY



                                                                          Page 4

   Neither DRD nor its directors or employer shall be responsible for any
   liability, loss or damage suffered or incurred by ERPM, its employees,
   agents, contractors, invitees, guests or any other persons whosoever, whether
   or not such liability, loss or damage is caused or incurred through or as a
   result of any act or omission or the negligence of DRD, its employees or
   agents, or otherwise howsoever, and ERPM hereby indemnifies and holds
   harmless DRD against any claim by any such employee, agent, contractor,
   invitee guest or other person and all legal costs which may be incurred by or
   awarded against DRD in respect of or arising out of such claim.

6. FORCE MAJEURE

   6.1. If DRD is rendered unable, wholly or in part, by "force majeure" to
        carry out any obligation under this agreement, DRD shall give prompt
        notice to ERPM of such force majeure with full particulars thereof and
        insofar as known the probable extent to which it will be unable to
        perform or be delayed in performing such obligation, whereupon such
        obligation of DRD shall be suspended so far as it is affected by such
        force majeure during but not longer than the continuance thereof. In the
        event of a substantial and material portion of DRD's obligations being
        so suspended for a period exceeding 6 (six) months, either party shall
        be entitled to terminate this agreement upon 30 (thirty) days written
        notice.

   6.2. For the purpose of 6.1, "force majeure" shall mean an act of God,
        strike, lock-out, act of public enemy, war (declared or undeclared),
        blockade, revolution, riot, insurrection, civil commotion, lightning,
        fire, storm, flood, explosion, governmental act or restraint, embargo,
        unavailability of equipment or transport and other cause whether of a
        kind specifically set out above or otherwise, which is not reasonably
        within the control of DRD and whether of a temporary or permanent
        nature.

7. ARBITRATION

   7.1. Any dispute arising out of this Agreement or the interpretation thereof,
        both while in force and after its termination, shall be submitted to and
        determined by arbitration. Any party may demand arbitration by notice in
        writing to the other parties. Such arbitration shall be held in
        Johannesburg unless otherwise agreed to in writing and shall be held in
        a summary manner with a view to it being completed as soon as possible.

   7.2. There shall be 1 (one) arbitrator who shall be, where the question and
        issue is:



                                                                          Page 5

        7.2.1. primarily an accounting matter, an Independent chartered
               accountant of 10 (ten) years standing;

        7.2.2. primarily a legal matter, a practising Senior Counsel; or

        7.2.3. primarily a technical matter, a suitably qualified person.

   7.3. The appointment of the arbitrator shall be agreed upon between the
        parties in writing but, failing agreement between them, within a period
        of 14 (fourteen) days after the arbitration has been demanded in terms
        of clause 7.1, any party shall be entitled to request the President for
        the time being of the Law Society of the Northern Provinces to make the
        appointment and, in making his appointment, to have regard to the nature
        of the dispute.

   7.4. The arbitrator shall have the powers conferred upon an arbitrator under
        the Arbitration Act 1965 (as amended), but shall not be obliged to
        follow the procedures prescribed in that Act and shall be entitled to
        decide on such procedures as he may consider desirable for the speedy
        determination of the dispute, and in particular he shall have the sole
        and absolute discretion to determine whether and to what extent it shall
        be necessary to file pleadings, make discovery of documents or hear oral
        evidence.

   7.5. The decision of the arbitrator shall be final and binding on the parties
        and may be made an order of any court of competent jurisdiction. The
        parties hereby submit themselves to the non-exclusive jurisdiction of
        the Witwatersrand Local Division of the High Court of South Africa, or
        any successor thereto, should any Party wish to make the arbitrator's
        decision an order of that Court.

8. DOMICILIA

   The parties choose as their respective domicilia citandi et executandi for
   all purposes connected with this agreement, the following addresses, namely:

   DRD                 Physical Address:       DRD Building
                                               45 Empire Road
                                               Parktown
                                               Johannesburg



                                                                          Page 6

                       Postal Address:         P O Box 390
                                               Maraisburg, 1700

                       Fax No:                 482-1022


   ERPM:               Physical Address:       Corner Main Reef & Pretoria Roads
                                               Boksburg

                       Postal Address:         P O Box 2227
                                               Boksburg, 1460

                       Fax No:                 892-4650

9. CONFIDENTIALITY

   9.1. No party shall make any announcement or statement regarding this
        agreement or its content without first having obtained the others'
        approval and prior written consent to such announcement or statement and
        its terms.

   9.2. The provisions of 9.1 shall not apply in respect of any announcement or
        statement which any of the parties is legally obliged to make by virtue
        of its shares being listed on either the JSE Securities Exchange, South
        Africa or any other exchange, provided that the party concerned shall
        consult with the other parties prior to making any announcement or
        statement contemplated in this clause 9.2

   9.3. No party to this agreement shall disclose the contents of this agreement
        to any person other than its bankers and to those of its employees who
        need to have such knowledge for the proper performance of their duties.



                                                                          Page 7

   SIGNED at Boksburg on this 10th day of October 2002.


                                         For:  DURBAN ROODEPORT DEEP, LIMITED

Witness:  /s/ R. Mendelow                      /s/ F.H. Coetzee
        ----------------------                 --------------------------------
                                                          DIRECTOR


   SIGNED at Boksburg on this 10th day of October 2002.


                                         For:  EAST RAND PROPRIETARY MINES
                                               LIMITED

Witness:   /s/ R. Mendelow                     /s/ K. Wright
        ------------------------               -------------------------------
                                                          DIRECTOR



                                                                          Page 8

                                                                      ANNEXURE A

   MANAGEMENT FEE



                                                                    TIME         RATE          BENCHMARK       Allocation
   SERVICE                               PERSON                    (HOURS)       DRD           RATE(*)         DRD
   ------------------------------------  ------------------------  -----------   -----------   --------------  ----------
                                                                                                 
   Executive services                    MWW                          39         6,000                            234,000
                                         FC                          155         3,000                            468,000
                                         ILM                          39         3,000                            117,000
                                         BB                           39         1,500                             58,500

   Financial management                  K Dissel                     20         1,500             1,600           30,000

   Gold admin and treasury               A Beyers                     20         1,000             1,350           20,000

   Engineering service                   G Dempsey                   146         1,500             1,800          219,000

   Metallurgical services                B Ebell                      39         1,000             1,350           38,000

   Public relations                      Russels                      39         1,500             1,800           58,500

   MRM                                   D vd Bergh                   20         1,500             1,800           30,000

   HR training and IR                    J Engels                     39         2,000             1,800           40,000

   Environmental                         M Marais                     39         1,000             1,350           39,000

   Contracts and Insurance               K Hall                       39         1,000             1,350           39,000

   Secretarial                           M Eloff                      20         1,500             1,800           30,000

   Legal                                 B Morton                     39         1,000             1,350           21,500
                                                                                                                ---------
                                                                                                                1,443,500


   *Benchmark rates based on one of the big five auditing firms



                                                                          Page 9

   RESOLUTION OF DIRECTORS OF EAST BAND PROPRIETARY MINES LIMITED ("THE
   COMPANY") PASSED AT JOHANNESBURG ON 10 OCTOBER 2002

   RESOLVED:

   That the Memorandum of Agreement between the present shareholders of the
   company and Crown Gold Recoveries (Pty) Limited ("the Agreement'), whereby
   such shareholders sell to Crown their shares in and shareholders' claims
   against the company, be and is hereby noted and approved by the company;

   that the company acknowledges, notes, and agrees as it hereby does, to the
   cessions by those present shareholders of the company who have shareholders'
   claims against the company, as defined in clause 1.1.6 of the Agreement, of
   such claims to Crown Gold Recoveries (Pty) Limited, and the pledge by all the
   shareholders of the company, of their shares to Crown, all IN SECURITUM
   DEBITI in terms of clause 5.3 of the Agreement.

                            CERTIFIED A TRUE AND CORRECT COPY OF THIS RESOLUTION


                            ---------------------------------
                            SECRETARY 0F THE COMPANY

EX-4.54

                                                                    Exhibit 4.54

                [LETTERHEAD OF DURBAN ROODEPOORT DEEP, LIMITED]




13 December 2002



Kola Ventures Ltd
c/- Suite 654, World Trade Centre
888 Canada Place,
Vancouver, Canada                                       PRIVATE AND CONFIDENTIAL



Dear Sirs

AGREEMENT FOR SALE OF SHARES IN EMPEROR MINES LIMITED

DRD (Isle of Man) Limited (BUYER), a wholly-owned subsidiary of Durban
Roodepoort Deep, Limited offers to purchase 15,385,232 ordinary fully paid
shares in the capital of Emperor Mines Limited (the SHARES) held by Kola
Ventures Limited (SELLER) in its own name for a total consideration of
A$11,538,924.00 (being A$0.75 for every ordinary fully paid share in Emperor
Mines Limited) on and subject to the following conditions:

(a)      the Seller procures the convening of a meeting of directors of Emperor
         Mines Limited and procures the passing of all resolutions which have
         the effect of:

         (i)      accepting the resignations of the following persons as
                  directors of Emperor Mines Limited:

                  o        Mr R Edward Flood; and

                  o        Mr Gordon L Toll,

         (ii)     appointing the following persons as directors of Emperor Mines
                  Limited:

                  o        Mr Mark Wellesley-Wood; and

                  o        Mr David Baker,

         subject only to the receipt of consents to act as a director of Emperor
         Mines Limited from each of the persons listed in paragraph (a)(ii)
         above and lodgement of the executed share transfer form to effect the
         transfer of the Shares with Emperor Mines Limited's share registry (the
         RESOLUTIONS).

(b)      The Buyer obtaining any approvals from the South African Reserve Bank
         which are necessary or desirable to acquire the Shares pursuant to this
         offer.

The Buyer will provide you with the consents to act as a director of Emperor
Mines Limited from Mr Mark Wellesley-Wood and Mr David Baker by no later than 17
December 2002.

The conditions in paragraphs (a) and (b) above are for the benefit solely of the
Buyer and may be waived at any time at the sole discretion of the Buyer.

Settlement of the transfer of the Shares is to occur at a place to be agreed
between the parties (or failing agreement the offices of the Buyer's lawyers,
Freehills, in Perth) at 10.00am (Western Standard Time) on the day that is 2
business days after the date of satisfaction or waiver of the condition
contained in paragraph (b) above. At completion:

(1)      the Seller will deliver to the Buyer a share transfer form, executed by
         the Seller, which effects the transfer of the Shares to the Buyer; and

(2)      subject to the passing of all of the Resolutions, the Buyer will pay
         the consideration for the purchase of the Shares to the Seller by
         telegraphic transfer to an account nominated by the Seller.

By accepting this offer, the Seller represents and warrants to the Buyer that:

(i)      it is duly incorporated and validly exists under the law of its place
         of incorporation, and has taken all necessary action to authorise the
         execution and delivery by it of the agreement formed by acceptance of
         this offer in accordance with its terms;


- --------------------------------------------------------------------------------
023460412                            Printed 13 December 2002 (17:06)     PAGE 1




(ii)     it has full power and authority to enter into and perform its
         obligations under the agreement formed by acceptance of this offer and
         has full power to transfer legal and beneficial title to the Shares in
         accordance with the agreement formed by acceptance of this offer;

(iii)    the entry into and the performance by it of this agreement does not and
         will not violate, breach or result in a contravention of its
         constitution or other constituent documents or any law, regulation,
         order or other obligation (contractual or otherwise) to which the
         Seller is subject;

(iv)     it is the legal and beneficial owner of the Shares and will be the
         legal and beneficial owner of the Shares at completion of the agreement
         formed by acceptance of this offer;

(v)      all of the Shares are free of any encumbrance or third party right or
         equity and there is no agreement or commitment to give or create any
         such encumbrance, right or equity; and

(vi)     the Shares have been validly allotted and issued, are fully paid and no
         money is owing in respect of them.

By accepting this offer, the Seller also acknowledges that the Buyer has entered
into this agreement in reliance on, amongst other things, the warranties given
by the Seller to the Buyer set out above.

To accept this offer, please sign where indicated below and return this letter
by fax. Upon receipt of a faxed copy of this letter to the Buyer (fax number +27
11 482 4643), the parties agree that a legally binding and enforceable contract
has been formed. The original should be sent by urgent courier to:

         Mr Ian Murray
         Chief Financial Officer
         Durban Roodepoort Deep, Limited
         45 Empire Road,
         Parktown, Johannesburg, 2193
         South Africa

This offer will remain open until 5.00pm (Vancouver time) on 13 December 2002,
after which time, it will immediately lapse unless extended by the Buyer.

The agreement formed by acceptance of this offer will be construed in accordance
with, and governed by, the laws of Western Australia.



SIGNED by
DRD (ISLE OF MAN) LIMITED
by:

/s/  IAN MURRAY                              /s/ MARK WELLESLEY-WOOD
- -------------------------------------        -----------------------------------
Secretary/Director                           Director


IAN MURRAY                                   MARK WELLESLEY-WOOD
- -------------------------------------        -----------------------------------
Name (please print)                          Name (please print)


The Seller agrees to transfer the Shares on the terms and conditions specified
above.


SIGNED by
KOLA VENTURES LIMITED
by:

/s/ BEVERLY A. BARTLETT                      /s/ PIERRE MASSE
- -------------------------------------        -----------------------------------
Secretary/Director                           Director


BEVERLY A. BARTLETT                          PIERRE MASSE
- -------------------------------------        -----------------------------------
Name (please print)                          Name (please print)

Date:  10 December 2002



- --------------------------------------------------------------------------------
023460412                            Printed 13 December 2002 (17:06)     PAGE 2

EX-8.1

                                                    Exhibit 8.1
                                               LIST OF SUBSIDIARIES

                                                     
- ------------------------------------------------------- -----------------------------------------------------
                   SUBSIDIARY NAME                                 JURISDICTION OF INCORPORATION
- ------------------------------------------------------- -----------------------------------------------------
Blyvooruitzicht Gold Mining Company Ltd                                     South Africa
- ------------------------------------------------------- -----------------------------------------------------
Buffelsfontein Gold Mines Ltd                                               South Africa
- ------------------------------------------------------- -----------------------------------------------------
West Witwatersrand Gold Mines Ltd                                           South Africa
- ------------------------------------------------------- -----------------------------------------------------
Crown Consolidated Gold Recoveries Ltd                                      South Africa
- ------------------------------------------------------- -----------------------------------------------------
Dome Resources (Pty) Ltd                                                     Australia
- ------------------------------------------------------- -----------------------------------------------------
Dome Resources (PNG) Ltd                                                  Papua New Guinea
- ------------------------------------------------------- -----------------------------------------------------
Tolukuma Gold Mines Ltd                                                   Papua New Guinea
- ------------------------------------------------------- -----------------------------------------------------

EX-10.1

                                                                    EXHIBIT 10.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report of Durban Roodepoort Deep, Limited
(the "Company") on Form 20-F for the period ended June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Mark M. Wellesley-Wood, Chairman and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.


                                            /s/  Mark M. Wellesly-Wood
                                            ------------------------------------
                                            Mark M. Wellesley-Wood
                                            Chairman and Chief Executive Officer
                                            December 31, 2002

EX-10.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of Durban Roodepoort Deep, Limited
(the "Company") on Form 20-F for the period ended June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Ian
Louis Murray, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.


                                            /s/  Ian Louis Murray
                                            ------------------------------------
                                            Ian L. Murray
                                            Chief Financial Officer
                                            December 31, 2002