EXHIBIT 4.2


                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 12, 2002 (the
"Agreement"), is made by and between GOLDEN STAR RESOURCES LTD., a Canadian
corporation (the "Company"), and the party listed on the signature page of this
Agreement or any transferee of securities subject to this Agreement as provided
in Section 8 (the "Investor").

         In connection with the Unit Purchase Agreement dated as of December 11,
2002, between the Investor and the Company (the "Purchase Agreement"), the
Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to issue and sell to the Investor Units, each Unit consisting of one
Common Share and one quarter of one Warrant. Capitalized terms used herein and
not otherwise defined have the meanings ascribed to them in the Purchase
Agreement. To induce the Investor to execute and deliver the Purchase Agreement,
the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the "Securities Act"), and applicable state securities laws with
respect to the Unit Shares and the Warrant Shares.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Investor hereby agree as follows:

1.       Mandatory Registration for Resale.

         (a)      On or before the date that is 30 days after the Closing Date,
the Company shall prepare and file, at its expense, a Registration Statement on
Form S-3 with the Securities and Exchange Commission ("SEC"), (or, if Form S-3
is not then available, on such form of Registration Statement as is then
available) to effect the registration for resale of the Unit Shares and the
Warrant Shares (collectively the "Registrable Securities"), which covers the
resale of the Registrable Securities by the holders thereof.

         (b)      As of the date of this Agreement, the Company meets the
requirements for the use of Form S-3 for registration of the Registrable
Securities for resale by the Investor. The Company believes that it may register
all of the Registrable Securities under the Securities Act on Form S-3. The
Company shall file all reports required to be filed by the Company with the SEC
in a timely manner so as to maintain such eligibility for the use of Form S-3.

2.       Obligations of the Company.  In connection with the registration of the
Registrable Securities, the Company shall:

         (a)      use its reasonable best efforts to cause the Registration
Statement required to be filed pursuant to Section 1(a) hereof to become
effective as soon as practicable and



to keep the Registration Statement effective pursuant to Rule 415 and available
for use at all times during the period commencing upon such effectiveness and
ending on the first anniversary of the Closing Date or such shorter period which
will terminate when all Registrable Securities covered by the Registration
Statement have been sold or withdrawn (but not prior to expiration of the ninety
(90) day period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder (or any successor or replacement rule) if applicable) (the
"Registration Period"). The Company represents and warrants to, and covenants
and agrees with, the Investor that the Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein), at the
time it is first filed with the SEC, at the time it is ordered effective by the
SEC and at all times during which it is required to be effective hereunder (and
each such amendment and supplement at the time it is filed with the SEC and at
all times during which it is available for use in connection with the offer and
sale of the Registrable Securities) shall not contain any 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 in which
they were made, not misleading;

         (b)      prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep such Registration Statement effective and available for use at
all times during the Registration Period;

         (c)      furnish to the Investor (i) promptly after the same is
prepared and publicly distributed, filed with the SEC or received by the
Company, one copy of the Registration Statement and any amendment thereto, each
preliminary prospectus and prospectus and each amendment or supplement thereto,
each letter written by or on behalf of the Company to the SEC or the staff of
the SEC and each item of written correspondence from the SEC or the staff of the
SEC relating to such Registration Statement (other than any portion of any
thereof that contains information for which the Company has sought confidential
treatment) and (ii) such number of copies of the prospectus, including the
preliminary prospectus, and all amendments and supplements thereto and such
other documents, as the Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by the Investor;

         (d)      use reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under such
securities or blue sky laws of such jurisdictions as any Investor reasonably
requests, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times during the Registration Period and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto (i) to qualify to do business in
any jurisdiction where it would not otherwise be required to

                                      -2-



qualify but for this Section 2(d), (ii) to subject itself to general taxation in
any such jurisdiction, (iii) to file a general consent to service of process in
any such jurisdiction, (iv) to provide any undertakings that cause more than
nominal expense or burden to the Company or (v) to make any change in its
articles of incorporation or by-laws, which in each case the Board of Directors
of the Company determines to be contrary to the best interests of the Company
and its shareholders;

         (e)      except as provided in this Section 2(e) as promptly as
practicable after becoming aware of such event or circumstance, notify the
Investor (by telephone and by facsimile) of any event or circumstance of which
the Company has knowledge, as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and use its best efforts promptly (but not
later than five (5) days thereafter) to prepare a supplement or amendment to the
Registration Statement to correct such untrue statement or omission, file such
supplement or amendment with the SEC at such time as shall permit the Investor
to sell Registrable Securities as promptly as practicable, and deliver a number
of copies of such supplement or amendment to the Investor as such Investor may
reasonably request. If, the Board of Directors (i) is advised by counsel that
public disclosure of any such event would not be required under applicable
securities laws but for the requirement to include such disclosure in the
Registration Statement and (ii) concludes in good faith that such disclosure is
contrary to the best interest of the Company, it shall inform the Investor of
such conclusion (without disclosing the specific nature of the event.) In any
such case, as soon as the above described conditions shall no longer apply, the
Company shall so inform the Investor and shall promptly file such amendments or
supplements to the Registration Statement or make such other filings with the
SEC as may be required to cause the misstatement or omission to be corrected.
Nothing in this Section 2(e) shall be construed to require the Company to make
any disclosure that would require concurrent or prompt public disclosure under
Regulation FD if the Board of Directors concludes in good faith that such
disclosure is not otherwise required by law and would not be in the best
interest of the Company.

         (f)      as promptly as practicable after becoming aware of such
event, notify the Investor of the issuance by the SEC of any stop order or other
suspension of effectiveness of the Registration Statement at the earliest
possible time, and the Company shall use its best efforts to prevent the
issuance of any such stop order or other suspension;

         (g)      provide the Investor a copy of the Registration Statement
and all amendments and supplements thereto at least five (5) business days prior
to the filing thereof with the SEC, provided, that any failure or delay by the
Investor in submitting comments to the Company during such period shall not
require the Company to delay its filing of the Registration Statement or any
such amendments or supplements; and the Company shall provide all correspondence
of the Company to and from the SEC staff regarding the Registration Statement to
the Investor upon written request of the Investor;

                                      -3-



         (h)      make available for inspection by the Investor and its
counsel or other agents retained by the Investor (collectively, the
"Inspectors"), all pertinent financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records"), as shall
be reasonably necessary to enable the Investor to exercise its due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information that any Inspector reasonably may request for purposes of
such due diligence; provided, however, that each Inspector shall hold in
confidence and shall not make any disclosure (except to the Investor) of any
Record or other information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless
(i) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court or
government body of competent jurisdiction or (iii) the information in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other agreement. The Company shall not be required
to disclose any confidential information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and substance satisfactory to the Company) with the Company with respect
thereto, substantially in the form of this Section 2(h). The Investor agrees
that it shall, upon learning that disclosure of such Records is sought in or by
a court or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at the Company's own
expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, the Records deemed confidential;

         (i)      use its best efforts to cause all the Registrable
Securities covered by the Registration Statement to be listed on the TSE, AMEX
or such other principal securities exchange or market on which securities of the
same class or series issued by the Company are then listed or traded;

         (j)      hold in confidence and not make any disclosure of any
information provided by the Investor to the Company and designated by the
Investor as its confidential information, unless (i) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any
Registration Statement, (ii) the release of such information is ordered pursuant
to a subpoena or other order from a court or government body of competent
jurisdiction or (iii) the information has been made generally available to the
public other than by disclosure in violation of this agreement;

         (k)      take all other actions necessary to comply with federal
and any applicable state securities laws in connection with the obligations of
the Company under this Agreement; and

         (l)      take all other reasonable actions necessary to expedite
and facilitate disposition by the Investors of the Registrable Securities
pursuant to the Registration Statement.

                                      -4-



3.       Obligations of the Investor.  In connection with the registration of
the Registrable Securities, the Investor shall have the following obligations:

         (a)      It is a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities of the Investor that the Investor shall furnish to
the Company such information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities held
by it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as shall be necessary for the foregoing and as the Company may
reasonably request. At least six (6) business days prior to the first
anticipated filing date of the Registration Statement, the Company shall notify
the Investor of the information the Company requires from the Investor (the
"Requested Information") if any of the Investor's Registrable Securities are
eligible for inclusion in the Registration Statement. If at least one (1)
business day prior to the filing date the Company has not received the Requested
Information from the Investor (a "Non-Responsive Investor"), then the Company
may file the Registration Statement without including Registrable Securities of
such Non-Responsive Investor but shall not be relieved of its obligation to file
a Registration Statement with the SEC relating to the Registrable Securities of
such Non-Responsive Investor promptly after such Non-Responsive Investor
provides the Requested Information;

         (b)      The Investor by acceptance of the Registrable Securities
agrees to cooperate with the Company as reasonably requested thereby in
connection with the preparation and filing of the Registration Statement
hereunder, unless the Investor has notified the Company in writing of the
Investor's election to exclude all of the Investor's Registrable Securities from
the Registration Statement;

         (c)      The Investor agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section 2(e)
or 2(f), the Investor will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until the Investor's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 2(e) or 2(f) and, if so directed by
the Company, the Investor shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction)
all copies in such Investor's possession of the prospectus covering such
Registrable Securities current at the time of receipt of such notice, except
that each Investor may retain one (1) copy of such prospectus solely for its
files; and

         (d)      The Investor agrees that it will not effect any
disposition of the Registrable Securities except as contemplated in the
Registration Statement or as is otherwise in compliance with applicable
securities laws and that it will promptly notify the Company of any material
change in the information set forth in the Registration Statement regarding the
Investor's plan of distribution. The Investor agrees (a) to notify the Company
in writing in the event that such Investor enters into any material agreement
with a broker or a dealer for the sale of the Registrable Securities through a
block trade,

                                      -5-



special offering or exchange distribution and (b) in connection with such
agreement, to provide to the Company in writing the information necessary to
enable the Company to prepare, at the Company's sole cost and expense, any
supplemental prospectus pursuant to Rule 424(c) under the Securities Act which
is required with respect to such transaction. In connection with any sale of
Registrable Securities which is made pursuant to the Registration Statement, the
Investor shall comply with the prospectus delivery requirements of the
Securities Act.

4.       Expenses of Registration. All reasonable expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, listing, qualification, and filing fees, printing
and accounting expenses, fees and disbursements of counsel for the Company,
shall be borne by the Company; provided, however, that the Investor shall pay
all brokerage and selling commissions and associated costs pertaining to the
sale of its Registrable Securities.

5.       Indemnification.  In the event any Registrable Securities are included
in a Registration Statement under this Agreement:

         (a)      To the extent permitted by law, the Company will defend,
indemnify and hold harmless the Investor and its directors, officers, members,
employees, partners, agents, and each person who controls the Investor within
the meaning of the Securities Act or the Exchange Act (each, an "Indemnified
Person"), against any losses, claims, damages, liabilities or expenses (joint or
several) incurred (collectively, "Claims") to which any of them may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations in the Registration Statement, or any post-effective
amendment thereof, or any prospectus included therein: (i) any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement or any post-effective amendment thereof or 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, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state
securities law or any other law, or any rule or regulation promulgated under the
Securities Act, the Exchange Act or any state securities law (the matters in the
foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject
to the restrictions set forth in Section 5(d) with respect to the number of
legal counsel, the Company shall reimburse the Indemnified Persons, promptly as
such expenses are incurred and are due and payable, for any legal fees or other
reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein,

                                      -6-



the indemnification agreement contained in this Section 5(a): (w) shall
not apply to a Claim arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by any Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, the prospectus or any such amendment
thereof or supplement thereto, if such prospectus was timely made available by
the Company pursuant to Section 2(c) hereof; (x) shall not apply to a Claim
arising out of or based on the Investor's failure to deliver a copy of the
Registration Statement or final prospectus or any amendments or supplements
thereto after the Company has furnished the Investor with a sufficient number of
copies of the same; (y) with respect to any preliminary prospectus shall not
inure to the benefit of any such person from whom the person asserting any such
Claim purchased the Registrable Securities that are the subject thereof (or to
the benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
in the prospectus, as then amended or supplemented, if such person was notified
of such untrue statement or omission such prospectus was timely made available
by the Company pursuant to Section 2(c) hereof; and (z) shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person.

         (b)      In connection with any Registration Statement in which the
Investor is participating, the Investor agrees to defend, indemnify and hold
harmless, to the same extent and in the same manner set forth in Section 5(a),
the Company, each of its directors, each of its officers who signs the
Registration Statement, each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act, any other shareholder selling
securities pursuant to the Registration Statement or any of its directors or
officers or any person who controls such shareholder within the meaning of the
Securities Act or the Exchange Act (collectively and together with an
Indemnified Person, an "Indemnified Party"), against any Claim to which any of
them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation,
in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished to the
Company by such Investor expressly for use in connection with such Registration
Statement; and such Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Claim; provided, however, that the indemnity agreement contained in this
Section 5(b) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of such Investor, which
consent shall not be unreasonably withheld. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 5(b) with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected on a timely basis in
the prospectus, as then amended or supplemented. The obligation of the Investor
under this Section 5(b) shall not exceed the purchase price paid by the Investor
for the Registrable Securities.

                                      -7-



         (c)      Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 5 of notice of the commencement of any
action (including any governmental action), such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 5, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
and continue control of the defense thereof with counsel selected by the
indemnifying party but reasonably acceptable to the Indemnified Person or the
Indemnified Party, as the case may be, and such indemnifying party shall
diligently pursue such defense; provided, however, that an Indemnified Person or
Indemnified Party shall have the right to retain its own counsel with the fees
and expenses to be paid by the indemnifying party, if, in the reasonable opinion
of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party
represented by such counsel in such proceeding. In such event, the Company shall
pay for only one separate legal counsel for the Investors; such legal counsel
shall be selected by the Investors holding a majority in interest of the
Registrable Securities included in the Registration Statement to which the Claim
relates. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 5, except to the extent that the indemnifying party is
prejudiced in its ability to defend such action. The indemnification required by
this Section 5 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable.

6.       Contribution. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 5 to the fullest extent permitted by law; provided,
however, that (a) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 5, (b) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation and (c)
contribution by any seller of Registrable Securities shall be limited in amount
to the amount by which the net amount of proceeds received by such seller from
the sale of such Registrable Securities exceeds the purchase price paid by such
seller for such Registrable Securities.

7.       Reports under Exchange Act.  With a view to making available to the
Investor the benefits of Rule 144, the Company agrees, during the Registration
Period, to:

                                      -8-



         (a)      make and keep public information available, as those terms are
understood and defined in Rule 144;

         (b)      file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

         (c)      furnish to the Investor so long as the Investor owns
Registrable Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company and (iii) such other information as may be reasonably requested to
permit the Investor to sell such securities pursuant to Rule 144 without
registration.

8.       Assignment of Registration Rights. The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by the Investor to any transferee; provided, (a) the
Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (i) the name and address of such transferee or
assignee and (ii) the securities with respect to which such registration rights
are being transferred or assigned; (b) immediately following such transfer or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act; (c) at or before the time the
Company received the written notice contemplated by clause (a) of this sentence,
the transferee or assignee agrees in writing with the Company to be bound by all
of the provisions contained herein; (d) such transfer shall have been made in
accordance with the applicable provisions of the Purchase Agreement; and (e) in
the event the assignment occurs subsequent to the date of effectiveness of the
Registration Statement required to be filed pursuant to Section 1(a), such
assignee or transferee agrees to pay all reasonable expenses of amending or
supplementing such Registration Statement to reflect such assignment. In
connection with any such transfer the Company shall promptly after such
assignment take such actions as shall be reasonably required for the
Registration Statement and related prospectus to be available for use by such
transferee for sales of the Registrable Securities in respect of which the
rights to registration have been assigned.

9.       Amendment of Registration Rights. Any provision of this Agreement
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Investor. Any amendment or waiver
effected in accordance with this Section 9 shall be binding upon the Investor
and the Company.

10.      Miscellaneous.

         (a)      A person or entity is deemed to be a holder of Registrable
Securities or Warrants whenever such person or entity owns of record such
Registrable Securities or

                                      -9-



Warrants. If the Company receives conflicting instructions, notices or elections
from two or more persons or entities with respect to the same Registrable
Securities or Warrants, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities or Warrants.

         (b)      Notices required or permitted to be given hereunder shall
be in writing and shall be deemed to be sufficiently given when personally
delivered (by hand or courier) or delivered by facsimile: (i) if to the Company,
at 10579 Bradford Road, Suite 103, Littleton, Colorado 80127, Attention: Chief
Financial Officer, facsimile no. (303) 830-9094, with a copy to Davis Graham &
Stubbs LLP, 1550 17th Street, Suite 500, Denver, Colorado 80202, Attention:
Deborah Friedman, Esq., facsimile no. (303) 893-1379; and (ii) if to the
Investors at their respective addresses set forth on the Purchase Agreement; or
at such other address as each such party furnishes by notice given in accordance
with this Section 9(b), and shall be effective, when personally delivered, upon
receipt, and when sent by facsimile, upon receipt of confirmation of successful
transmission.

         (c)      Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.

         (d)      This Agreement shall be enforced, governed by and
construed in accordance with the law of the State of New York applicable to
agreements made and to be performed entirely within such State. In the event
that any provision of this Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision hereof.

         (e)      This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.

         (f)      This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto.

         (g)      All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.

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

         (i)      This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same

                                      -10-



agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by telephone line facsimile transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their respective officers thereunto duly authorized as of day and year first
above written.

                                                 GOLDEN STAR RESOURCES LTD.

                                                 By:___________________________
                                                 Name: Allan J. Marter
                                                 Title: Chief Financial Officer

INVESTOR:

Name:____________________________________________

By:______________________________________________
Title:___________________________________________

Address:     ____________________________________
             ____________________________________

Telephone:   ____________________________________
Facsimile:   ____________________________________

                                      -11-