Sample Business Contracts

Services Agreement - Randgold & Exploration Co. Ltd. and Randgold Resources Ltd.

Services Forms

                               SERVICES AGREEMENT





                           RANDGOLD RESOURCES LIMITED



RESOURCES does not have a corporate presence in South Africa, being managed and
controlled outside of South Africa.

RESOURCES wishes to source certain of its technical and administrative services
from South Africa for reasons of costs and convenience.

Certain RANDGOLD staff required by RESOURCES are located in South Africa and
RESOURCES requires the services of RANDGOLD in South Africa to provide office
accommodation, payroll administration and other services in respect of the staff
located in South Africa.

RANDGOLD is able and willing to provide the services required by RESOURCES and
RESOURCES is willing to enter into an agreement with RANDGOLD for the provision
of the services on a commercial basis as set out herein.

The two companies have agreed that RANDGOLD will restrict itself to operating
within the geographical confines of the Republic of south Africa and RESOURCES
to areas outside of the Republic of South Africa.



     This agreement supercedes all other service and management contracts
     between the parties which are hereby terminated.


     2.1   RESOURCES has identified the following services which it requires to
           be provided in South Africa by RANDGOLD:

           o    Fully serviced and furnished office accommodation and related
                services such as reception, communications, office equipment and
                computer installations:

           o    Payments and accounting for goods and services to its operations
                in Africa and elsewhere which are sourced from South Africa;

           o    Purchasing of goods and services from South Africa and the
                procurement of insurance for operational requirements;

           o    Company secretarial;

           o    Secretarial;

           o    Technical services, including geophysical and project

           o    Legal consulting.

     2.2   RESOURCES understands and accepts that certain of the above services
           are supplied by RANDGOLD on a non-exclusive basis and that RANDGOLD
           may provide services to other companies. RANDGOLD undertakes not to
           supply services to a competitor of Resources without the prior
           written approval of RESOURCES.

     2.3   RANDGOLD has agreed to provide the services set out in 2.1 to


     3.1   For the provision of the services set our herein, RANDGOLD will
           receive the following payment:

           3.1.1   RANDGOLD employees' salaries will be charged at a total cost
                   to company plus a 5% (five percent) mark-up.

           3.1.2   Office rental of R51 000 (fifty one thousand rand) per month.

           3.1.3    Any other expenses will be charged on a re-imbursable basis.

     3.2   RESOURCES will deposit with RANDGOLD an amount sufficient to cover
           one month's expenses as determined under 3.1 above.



     RESOURCES will make available to RANDGOLD any information which may
     reasonably be required for RANDGOLD to carry out its duties in terms


     RANDGOLD may:

     5.1   contract on behalf of RESOURCES for any services or other
           requirements, the costs of which, if borne by RANDGOLD shall be paid
           directly by RESOURCES;

     5.2   Subject to such terms and conditions mutually agreed between RANDGOLD
           and RESOURCES, from time to time delegate to any person, firm or
           company all or any of the services undertaken by it in terms hereof
           and may appoint or employ outside consultants or outside firms or
           independent agents on behalf of RESOURCES;

     5.3   Subcontract any of the services.


     6.1   All work to be conducted by RANDGOLD shall be performed with due care
           and diligence in good workmanlike manner.

     6.2   Notwithstanding the provision of 6.1, RANDGOLD shall not be
           responsible for any liability, loss or damage suffered or incurred by
           RESOURCES, which may arise as a result of or in consequence of any
           act or omission of RANDGOLD, its employees or agents and which is
           related, either directly or indirectly to the implementation of this
           agreement, whether or not such liability, loss or damage is caused or
           incurred or as a result of any act or omission or negligence of
           RANDGOLD, its employees or agents.


     RESOURCES hereby indemnifies and holds RANDGOLD harmless against all claims
     of whatever nature which may be brought against RANDGOLD by any person
     whomsoever arising out of or in any way attributable to RANDGOLD having
     acted in terms of this agreement, and all legal costs, liability, damages
     or expenses which RANDGOLD may suffer, sustain or incur in respect of or
     arising out of such claims.


     The services to be provided by RANDGOLD under this agreement shall commence
     on 1 January 2003 and shall continue, and shall remain in force until
     terminated by either party on six (6) months' written notice to the other
     party. A shorter notice period may be arranged by mutual agreement between
     the parties.



     Any dispute, difference or question which may arise at any time hereafter
     between the parties relating to the true construction of this agreement or
     the rights and liabilities of the parties, which is not solved amicably
     between the parties within 30 (thirty) that dispute, difference or question
     arising shall, in the absence of agreement to the contrary between the
     parties, be referred to arbitration.


     This agreement shall be governed and interpreted in every respect in
     accordance with the laws of South Africa and the parties undertake to
     submit to the jurisdiction of the South African courts.


     The parties hereto choose as their domicilium citandi et executandi the
     following address:

     11.1  RESOURCES:            La Motte Chambers
                                 St Helier
                                 Jersey JE1 1BJ
                                 Channel Islands
                                 Fax No. (44) 1534 602002

     11.2  RANDGOLD:             5 Press Avenue
                                 South Africa
                                 Fax No. 27-11 837-0813

     Either party shall be entitled to change its aforesaid address to another
     address on giving the other party 7 (seven) days written notice of such
     proposed change of address.


     12.1  Any information or data obtained by either party to this agreement
           arising from the implementation of this agreement shall be treated as
           strictly confidential by both the parties and their affiliates and
           shall not be divulged or permitted to be divulged to any person not
           being a party to this agreement, without the prior written consent of
           the other party to this agreement, it being the intent and purpose of
           the parties to this agreement to prevent unjust enrichment resulting
           from unauthorised disclosure or use of data obtained, provided,
           however, that any information and data which is required to be
           furnished by law or contract or by any Stock Exchange on which the
           shares of either party to this agreement are listed or quoted, may be
           so furnished. Either party to this agreement shall be entitled to
           make such information available to its shareholders as may be
           necessary to enable that party to appraise its shareholders of the
           value and


           prospects of the shareholdings. Every effort shall however be made to
           consult fully with the other party to this agreement on all proposed
           releases of information with a view to avoiding untimely or damaging

     12.2  Nothing in this clause 12 shall preclude either party under this
           agreement from divulging any information to any person who is
           negotiating with such party to this agreement for the acquisition of
           any interest in such party to the agreement, provided that the person
           to whom any disclosure is made in the aforesaid circumstances shall
           first have undertaken in writing not to divulge such information to
           any other person.


Signed at Paris, France on the 2nd day of February 2003

AS WITNESSES:                                               FOR AND ON BEHALF OF
-------------                                         RANDGOLD RESOURCES LIMITED

1.   /s/  John Berry                                  /s/  D.M. Bristow
     -----------------------------------              --------------------------

2.   /s/  Vicky Koma
     -----------------------------------              --------------------------

Signed at Johannesburg on the 29th day of January 2003

AS WITNESSES:                                      FOR AND ON BEHALF OF RANDGOLD
-------------                                      & EXPLORATION COMPANY LIMITED

1.   /s/  John Berry                                  /s/  R.A.R. Kebble
     -----------------------------------              --------------------------

2.   /s/  Vicky Koma
     -----------------------------------              --------------------------