JOINT VENTURE AGREEMENT

Page 5

JOINT VENTURE AGREEMENT

between

RANDFONTEIN ESTATES LIMITED

and

LAK TRADING COMPANY NO. 9 (PROPRIETARY) LIMITED

and

AFRICA VANGUARD RESOURCES (PROPRIETARY) LIMITED

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TABLE OF CONTENTS

1    INTERPRETATION	3
2    RECITALS	10
3    CONDITION PRECEDENT	10
4    JOINT VENTURE	11
5    CONTRIBUTIONS	12
6    PROJECT	14
7    PARTICIPATION	14
8    DISTRIBUTION BY AND FUNDING OF JOINT VENTURE	15
9    JOINT VENTURE BOARD	17
10  MANAGEMENT	21
11  REHABILITATION OBLIGATIONS	23
12  MATTERS REQUIRING UNANIMITY	23
13  ANNUAL BUDGET	25
14  UNDERTAKINGS BY THE PARTIES	25
15  WARRANTY BY RANDFONTEIN	26
16  TRANSFER OF SHARES BY AVR	26
17  TRANSFER OF PARTICIPATION INTEREST BY AFRICA VANGUARD	26
18  TRANSFER OF PARTICIPATION INTEREST BY RANDFONTEIN	29
19  DEEMED OFFER	29
20  EXERCISE OF SECURITY	31
21  ADMISSION OF NEW PARTICIPANTS	31
22  WARRANTIES BY PARTIES	32
23  BREACH	32
24  DISPUTES	32
25  EFFECT OF TERMINATION	34
26  NOTICES AND DOMICILIUM	34
27  SEVERABILITY	35
28  GENERAL	35
29  BENEFIT OF THE AGREEMENT	36
30  COSTS	36
31  APPLICABLE LAW	37

ANNEXE

A

PLAN OF MINING AREA

WHEREBY THE PARTIES AGREE AS FOLLOWS -

44    INTERPRETATION

44.1

In this Agreement -

44.1.1

clause headings are for convenience only and are not to be used

in its interpretation;

44.1.2

an expression which denotes -

44.1.2.1

any gender includes the other genders;

44.1.2.2

a natural person includes a juristic person and vice versa;

44.1.2.3

the singular includes the plural and vice versa.

44.2

In this Agreement, unless the context indicates a contrary intention,

the following words and expressions bear the meanings assigned to

them and cognate expressions bear corresponding meanings

44.2.1

"AVR" means Africa Vanguard Resources (Proprietary) Limited,

Registration No. 2000/014503/07, a limited liability private

company duly incorporated in the Republic of South Africa;

44.2.2

"Africa Vanguard" means LAK Trading Company No. 9

(Proprietary) Limited, Registration No.

2000/016089/07, the

name of which is in the course of being changed to Africa

Vanguard Resources (Doornkop) (Proprietary) Limited, a limited

liability private company duly incorporated in the Republic of South

Africa, or any person who acquires Africa Vanguard's Participation

Interest;

44.2.3

"Africa Vanguard Mining Lease" means Africa Vanguard's

undivided interest in the Mining Lease, constituting 26% (Twenty

six) percent of the Mining Lease as at the Effective Date;

Attorneys

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44.2.4

"Agreed Rate" means 1.5% (One point five percent) below the

Prime Rate, or Randfontein's cost of borrowing in the event that it

is greater than the Prime Rate less 1.5% (One point five percent);

44.2.5

"Board Member" means a member of the Joint Venture Board;

44.2.6

"Budget" means the budget for the Operating Expenditure for the

period from the Effective Date to 30 June 2004 and thereafter for

each Financial Year, as approved by the Joint Venture Board,

including any updates or amendments thereof;

44.2.7

"Business Day" means a day other than a Saturday, Sunday or

public holiday on which banks generally are open for business in

the Republic of South Africa;

44.2.8

"Charter" means the Broad-Based Socio-Economic

Empowerment Charter for the South African Mining Industry

published on 11 October 2002;

44.2.9

"Condition Precedent" means the condition precedent set out in

clause 46.1;

44.2.10       "Control" means (and "Controlled" shall have a corresponding

meaning) -

44.2.10.1

being the beneficial holder/s of the majority of the issued share

capital of the subject company; and

44.2.10.2          having the unfettered right to exercise, or cause to be

exercised, directly or indirectly, the majority of the voting rights

in the subject company; and

44.2.10.3          having

the

unfettered right to appoint or remove, or cause to be

appointed or removed, directly or indirectly, directors holding a

majority of the voting rights at meetings of the board of the

subject company;

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44.2.11       "CPIX" means the average annual rate of change (expressed as a

percentage) in the Consumer Price Index, excluding interest rates

on mortgage bonds, for metropolitan areas as published in the

Government Gazette by Statistics South Africa, or such other

index reflecting the official rate of inflation in the Republic of South

Africa as may replace it, which annual change shall be determined

by comparing the most-recently published index with the index

published in respect of the corresponding month in the previous

year;

44.2.12       "Effective Date" means the first Business Day after the date of

fulfilment or waiver of the Condition Precedent;

44.2.13        "Existing Assets" means all assets used by Randfontein in the

conduct of its Doornkop operations as at the Effective Date and all

assets to be used by it to render services to the Joint Venture;

44.2.14       "Financial Year" means the financial year of the Joint Venture,

ending on the last day of June each year, unless otherwise

determined by the Joint Venture Board;

44.2.15       "Historically Disadvantaged Persons" means historically

disadvantaged persons as defined in the Mineral and Petroleum

Resources Xxxxxxxxxxx Xxx, 0000;

44.2.16        "Joint Venture" means the joint venture established by the

Parties in terms of this Agreement;

44.2.17        "Joint Venture Assets" means assets of a capital nature

acquired by the Joint Venture in conducting the Joint Venture

Business but, without limiting the generality of the aforegoing,

specifically excludes

44.2.17.1

the Mining Lease which is and shall remain owned in undivided

shares by Randfontein and Africa Vanguard;

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44.2.17.2          the Existing Assets which are and shall remain owned by

Randfontein;

44.2.17.3

any assets acquired to replace the Existing Assets which shall

be owned by Randfontein; and

44.2.17.4

the Project Assets and any assets acquired to replace the

Project Assets, which shall be owned by Randfontein;

44.2.18        "Joint Venture Board" means the board of the Joint Venture

constituted pursuant to the provisions of clause 53.1;

44.2.19        "Joint Venture Business" means the business to be conducted

by the Joint Venture, being the exploration, development, mining,

treatment, refining, and production of gold and associated metals

and minerals in the Mining Area;

44.2.20        "Mining Area" means the area outlined in xxxxx on the plan

annexed hereto marked annexe "A";

44.2.21        "Mining Lease" means mining lease 31/91 excluding the portion

abandoned in fulfilment of the conditions precedent to the Sale

Agreement;

44.2.22        "Nedbank" means Nedbank Limited, Registration No.

1951/000009/06, a limited liability public company duly

incorporated in the Republic of South Africa;

44.2.23        "Nedbank Loan" means the amount of R110 000 000,00 (One

hundred and ten million rands) to be lent and advanced by

Nedbank to Africa Vanguard or any loan raised to repay the

Nedbank Loan;

44.2.24       "Ongoing Capital Expenditure" means all expenditure (and

provisions for expenditure) which is generally regarded in the gold

mining industry in South Africa as expenditure of a capital nature

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including expenditure (and provisions for expenditure) which is

generally regarded as replacement and/or ongoing and/or renewal

capital expenditure;

44.2.25       "Operating Expenditure" means all expenditure, including the

Ongoing Capital Expenditure but excluding the Project Capital

Expenditure, incurred by the Joint Venture in the conduct of the

Joint Venture Business and shall include

44.2.25.1          all accruals and provisions which would be deemed to be

operating expenditure in conformity with good gold mining

practice in South Africa and internationally accepted accounting

practice;

44.2.25.2

all amounts required to be paid for the rehabilitation of the

Mining Area excluding the amounts to be contributed by

Randfontein in terms of clause 54.1; and

44.2.25.3          all

obligations which the Joint Venture has or may have at any

time in the future to pay royalties;

44.2.26        "Parties" means the parties to this Agreement;

44.2.27        "Participants" means Randfontein and Africa Vanguard, and their

respective successors and permitted assigns of all or a portion of

their Participation Interests;

44.2.28        "Participation Interests" means the respective interests of the

Participants in the Joint Venture, which shall be as set out in

clauses 50.1 and 50.2, save for their respective entitlements to the

Profits, which shall accrue to the Participants in proportion to their

respective Profit Participation Interests;

44.2.29        "Prime Rate" means the rate (per cent, per annum) from time to

time charged by ABSA Bank Limited for similar amounts on

unsecured overdraft to its prime customers in good standing in the

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private sector, as certified by any manager of that bank whose

appointment it will not be necessary to prove, calculated on a daily

basis and compounded monthly in arrear;

44.2.30        "Proceeds" means all amounts received by or on behalf of and/or

accrued to the Joint Venture from the conduct of the Joint Venture

Business;

44.2.31       "Profits" means the Proceeds less the Operating Expenditure;

44.2.32       "Profit Participation Interest" means the respective interests of

the Participants in the Profits, as set out in clauses 50.3 and 50.4,

being an amount calculated prior to the deduction of tax;

44.2.33        "Project" means the deepening of the Doornkop Shaft in order to

extend mining from the Xxxxxxxxx Reef to the South Reef as

described in the Project Plan;

44.2.34        "Project Assets" means all assets acquired pursuant to or in

connection with the Project;

44.2.35        "Project Capital Expenditure" means all expenditure in respect

of the Project which is generally regarded in the gold mining

industry in South Africa as expenditure of a capital nature

excluding all expenditure which is generally regarded as

replacement and/or ongoing and/or renewal capital expenditure;

44.2.36        "Project Plan" means the plan of the project approved by the

board of directors of Randfontein's holding company, an executive

summary of which has been provided to Africa Vanguard;

44.2.37        "Randfontein" means Randfontein Estates Limited,

Registration No. 1889/000251/06, a limited liability public company

duly incorporated in the Republic of South Africa, or any person

who acquires Randfontein's Participation Interest;

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44.2.38       "Randfontein Mining Lease" means Randfontein's undivided

interest in the Mining Lease, constituting 74% (Seventy four)

percent of the Mining Lease as at the Effective Date;

44.2.39       "Sale Agreement" means the sale agreement entered into or to

be entered into between the Participants, in terms of which

Randfontein sells an undivided 26% (Twenty six percent) interest

in the Mining Lease to Africa Vanguard;

44.2.40       "Signature Date" means the date of signature of this Agreement

by the Party last signing; and

44.2.41       "Security Documents" means the security documents as defined

in the Sale Agreement.

44.3

Any substantive provision conferring rights or imposing obligations on

any Party in the interpretation clause shall be given effect to as if it

were a substantive provision in the body of the Agreement.

44.4         Words and expressions defined in any clause shall, unless the

application of any such word or expression is specifically limited to

that clause, bear the meaning assigned to such word or expression

throughout this Agreement.

44.5

No provision herein shall be construed against or interpreted to the

disadvantage of any Party by reason of such Party having or being

deemed to have structured or drafted such provision.

44.6        The

eiusdem generis rule shall not apply and whenever a term is

followed by the word "including" which is then followed by specific

examples, such examples shall not be construed so as to limit the

meaning of that term.

44.7         Unless

specifically

otherwise provided, any number of days

prescribed shall be determined by excluding the first and including

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the last day or, where the last day falls on a day that is not a

Business Day, the next succeeding Business Day.

44.8        A reference to any statutory enactment shall be construed as a

reference to that enactment as at the Signature Date and as

amended or re-enacted from time to time.

44.9

This Agreement incorporates annexe "A" which annexe shall have

the same force and effect as if set out in the body of this Agreement.

In this Agreement the word "Agreement" refers to this Agreement

and the words "clause" or "clauses" and "annexe" refer to clauses

of and the annexe to this Agreement.

45      RECITALS

The Participants

45.1

have agreed to co-operate as Participants in respect of the conduct

of the Joint Venture Business; and

45.2

wish to record in writing the terms and conditions which will apply to

the conduct of the Joint Venture Business and their respective rights,

duties and obligations.

46       CONDITION PRECEDENT

46.1

Save for the provisions of this clause 46 and clauses 65 to 67 and 69

to 74 which will become effective immediately, this Agreement is

subject to the fulfilment of the condition precedent that the

Participants enter into the Sale Agreement, and that the Sale

Agreement becomes unconditional in accordance with its terms.

46.2

Each of the Parties will use reasonable commercial endeavours and

the Parties will co-operate in good faith to procure the fulfilment of

the Condition Precedent as soon as reasonably possible after the

Signature Date.

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46.3        The Parties will be entitled to waive fulfilment of the Condition

Precedent by agreement in writing.

46.4         Unless the Condition Precedent has been fulfilled or waived by

agreement between the Parties by not later than 17:00 on

30 May 2003 (or such later date as may be agreed in writing by the

Parties) the provisions of this Agreement will fall away and be of no

further force or effect and neither Party shall have any claim against

the other in terms hereof or arising from the failure of the Condition

Precedent, save for any claims arising from a breach of the

provisions of clause 46.2.

46.5        Notwithstanding anything to the contrary herein contained, the

provisions of this clause 46 and clauses 65 to 67 and 69 to 74 will

survive the failure of this Agreement to become unconditional.

47      JOINT VENTURE

47.1

The Parties hereby enter into a Joint Venture, which Joint Venture

shall be known as and shall conduct business under the name and

style of the "Doornkop Joint Venture" or such other name as may

be agreed between the Participants.

47.2

The Joint Venture shall be deemed to have come into existence on

the Effective Date and shall endure for an indefinite period until

terminated in accordance with the provisions of this Agreement.

47.3

The objects of the Joint Venture are

47.3.1

the exploration, development, mining, treatment, refining, and

production of gold and associated metals and minerals in the

Mining Area;

47.3.2

to provide for management participation of both Participants and

effective skills transfer from Randfontein to Africa Vanguard as

contemplated in the Charter; and

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47.3.3

all such other activities as may be necessary or desirable for or

ancillary to the purposes of the successful conduct of the Joint

Venture.

47.4         Save as otherwise provided in this Agreement, Randfontein and

Africa Vanguard will be the only Participants in the Joint Venture.

48    CONTRIBUTIONS

48.1        The contributions of the Participants to the Joint Venture are as

follows -

48.1.1

Randfontein shall contribute -

48.1.1.1

the Randfontein Mining Lease, with effect from the Effective

Date; and

48.1.1.2

commence, manage and complete the Project in accordance

with the provisions of clause 49 and the skills transfer and

development principles embodied in the Charter; and

48.1.2

Africa Vanguard shall contribute the Africa Vanguard Mining

Lease, with effect from the Effective Date.

48.2         Notwithstanding

the

fact that the ownership of each Participants'

assets shall remain with the relevant Participant and shall not pass to

the Joint Venture, neither Participant shall be entitled to withdraw all

or any of its assets from the Joint Venture during the subsistence of

the Joint Venture.

48.3         The Joint Venture will take over from Randfontein and Africa

Vanguard and assume for its own account and pay, with effect from

the Effective Date, all the Operating Expenditure. All other liabilities

of the Participants of or relating to or arising from the Joint Venture

Assets shall remain liabilities of the relevant contributing Participant

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and the Participants hereby indemnify each other against any claim,

loss or damage relating to such other liabilities.

48.4  The Joint Venture is constituted for the purposes more fully

described in clause 47.3 only and accordingly, save as specifically

provided herein to the contrary -

48.4.1  nothing

herein

contained

shall be construed as creating a

partnership between the Participants;

48.4.2

each Participant shall be responsible only for its obligations as set

forth in this Agreement;

48.4.3

neither Participant shall have any authority to incur any liability on

behalf of the other of them or to pledge the credit of the other of

them save as specifically otherwise provided for in this Agreement;

48.4.4

as against third parties, any Participant incurring any liability in

connection with the affairs of the Joint Venture shall be solely

responsible for the discharge thereof. As between the

Participants, each Participant shall be entitled to recover from the

Joint Venture any payment, debt or liability properly incurred by

such Participant in terms of this Agreement; and

48.4.5

neither Participant shall use any money or property of or bind the

credit of the Joint Venture for any purpose other than the Joint

Venture.

48.5

Each of the Participants shall at all times duly and punctually pay and

discharge its separate debts, liabilities, obligations, duties and

agreements, whether present or future, and keep indemnified and

hold harmless the Joint Venture property and the other Participant's

and its respective estates and effects from all actions, proceedings,

costs, claims and demands of every nature or kind whatsoever

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arising out of or in connection with such Participant's separate debts,

liabilities, obligations, duties and agreements.

49    PROJECT

49.1        Randfontein shall, as part of its contribution to the Joint Venture,

commence, manage and complete the Project, all in accordance with

the provisions of the Project Plan, and shall pay all of the Project

Capital Expenditure.

49.2        All

Project

Assets

shall be and shall remain owned by Randfontein

and, save that the Project Assets will be contributed by Randfontein

to the Joint Venture, the Joint Venture shall obtain no rights

whatsoever in or to the Project Assets.

49.3        Randfontein

shall

have

the right at any time to amend or vary the

Project Plan and/or to amend, vary, suspend or terminate the Project

without Africa Vanguard's consent or agreement.

50     PARTICIPATION

In consideration for the contributions of the Participants pursuant to

clauses 48 and 49, the Participation Interest of each Participant as at

the Effective Date will be -

50.1

Randfontein, 74% (Seventy four percent); and

50.2

Africa Vanguard, 26% (Twenty six percent),

save in respect of the Profit Participation Interest of each Participant

which will be

50.3

Randfontein, 84% (Eighty four percent); and

50.4

Africa Vanguard, 16% (Sixteen percent).

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51      DISTRIBUTION BY AND FUNDING OF JOINT VENTURE

51.1

The distribution and funding principles of the Joint Venture shall be

to

51.1.1

distribute the Profits to the Participants; and

51.1.2

fund the ongoing financial requirements of the Joint Venture,

all as more particularly and specifically referred to in this clause 51.

51.2        Save as otherwise provided herein or in the Sale Agreement and

save as otherwise determined from time to time by the Joint Venture

Board or pursuant to the Budget, the Joint Venture shall distribute the

Profits to the Participants monthly in proportion to their respective

Profit Participation Interests, within 15 (Fifteen) Business Days after

the end of each month.

51.3        The Parties record that it is the intention that all working capital

required by the Joint Venture shall, save as may be otherwise agreed

by the Parties, be paid out of the finances and/or cash generated by

the Joint Venture. All working capital required by the Joint Venture in

excess of its own resources and until such time as the Joint Venture

shall generate sufficient finances and/or cash for all working capital

required by it shall be procured from outside sources wherever

possible.

51.4

Should such outside financing not be available or not be available on

acceptable and reasonable terms and conditions, the Participants

shall be obliged themselves to provide such financing in shares

proportionate to their Participation Interests or in such other

proportions as the Participants may agree, provided that such loans

will, unless otherwise agreed -

51.4.1     be

unsecured;

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51.4.2

be subject to the same terms and conditions;

51.4.3

be advanced simultaneously to the Joint Venture;

51.4.4

bear interest at the Agreed Rate, unless otherwise determined by

the Joint Venture Board; and

51.4.5 

be repayable to the Participants, simultaneously and

proportionately, prior to the further distribution of any amounts

whatsoever by the Joint Venture to the Participants, provided that

should any loan be in excess of that Participant's Participation

Interest, then

51.4.5.1

the interest on the excess will be paid simultaneously with the

repayment of the loan; and

51.4.5.2

the

excess

will

be repaid prior to the proportionate loans.

51.5

Notwithstanding the provisions of clause 51.4

51.5.1

Africa Vanguard shall, until the expiry of a period of 6 (Six) years

after the Effective Date, only be obliged to provide financing in

terms of clause 51.4 if it has sufficient available funds to do so or

is in a position, acting prudently, diligently and reasonably, to raise

such funds itself; and

51.5.2

in the event that Africa Vanguard has not provided financing as

required, Randfontein shall be entitled, but not obliged, to provide

such financing in accordance with the provisions of clause 51.4.

51.6

Randfontein and Africa Vanguard shall be responsible, in proportion

to their respective Participation Interests, to all creditors in respect of

borrowings by or on behalf of the Joint Venture to the extent that the

Joint Venture is unable to repay such creditors.

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51.7        The Joint Venture Board shall procure the opening of such bank

account or accounts in the name of the Joint Venture as may be

required or advisable for the purposes of the Joint Venture. All

cheques, bills, contracts and other documents relating to the said

bank account or accounts shall be signed on behalf of the Joint

Venture by such person or persons as may be agreed by the Joint

Venture Board from time to time.

52        JOINT VENTURE BOARD

52.1

The following provisions will apply to the appointment, removal and

replacement of Board Members -

52.1.1

the Joint Venture Board will until otherwise agreed between the

Participants consist of not more than 8 (Eight) Board Members;

52.1.2

Randfontein will be entitled but not obliged to appoint up to 5

(Five) Board Members and to remove, replace or fill any vacancy

in such Board Members;

52.1.3

Africa Vanguard will be entitled but not obliged to appoint up to 3

(Three) Board Members and to remove, replace or fill any vacancy

in such Board Members, provided that no such appointment shall

be made until such time as the appointee has been approved by

Randfontein, which approval will not be unreasonably withheld.;

52.1.4

each Board Member will be entitled to appoint, remove or replace

one or more alternate Board Member and the Participants

undertake to vote (and to procure that their nominees and

appointees vote) in favour of the appointment, removal or

replacement of such alternate Board Members;

52.1.5

any appointment, removal or replacement of a Board Member

pursuant to the provisions hereof will be by written notice to the

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Joint Venture Board and will take effect as soon as such notice is

received by the Joint Venture Board;

52.1.6

a Participant who removes any Board Member hereby indemnifies

and holds harmless the Joint Venture against any claim instituted

by such Board Member as a result of his removal from office and

all costs arising from such claim;

52.1.7

in the event of the removal of a Board Member, the resulting

vacancy will only be filled by the Participant by whom such Board

Member was appointed; and

52.1.8

each Board Member and each alternate Board Member shall,

forthwith upon his appointment, provide the Joint Venture Board in

writing with his postal address, a facsimile number and a

telephone number for all purposes hereunder.

52.2

The chairman of the Joint Venture Board will -

52.2.1

be appointed from among the Board Members appointed by

Randfontein; and

52.2.2

not have a second or casting vote in addition to his deliberative

vote at the meetings of the Joint Venture Board.

52.3

The deputy chairman of the Joint Venture Board will -

52.3.1

be appointed from among the Board Members appointed by Africa

Vanguard; and

52.3.2

not have a second or casting vote in addition to his deliberative

vote at the meetings of the Joint Venture Board.

52.4

The following provisions will apply to meetings of the Joint Venture

Board -

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52.4.1

a quorum at meetings of the Joint Venture Board will consist of at

least 2 (Two) Board Members, provided that there will be no

quorum unless at least 1 (One) Board Member appointed by each

of the Participants is present and provided further that due and

proper notice of the meeting (which notice shall include the

agenda and, if possible, any resolution to be proposed at the

meeting) shall have been given to all Board Members;

52.4.2

if within half an hour (or such longer period as those present may

agree) after the time appointed for the meeting a quorum is not

present, the meeting will stand adjourned to the same day of the

next week at the same time and place. Written notice of such

adjourned meeting shall be given to all Board Members not less

than 48 (Forty eight) hours before such adjourned meeting is to be

held;

52.4.3

if at such adjourned meeting a quorum is not present within half an

hour (or such longer period as those present may agree) after the

time appointed for the meeting, the Board Members present will

constitute a quorum. No business may be conducted at the

adjourned meeting save for business specified on the agenda;

52.4.4

not less than 5 (Five) Business Days written notice of meetings of

the Joint Venture Board will be given to all Board Members,

provided that shorter notice may be given if in the reasonable

opinion of a quorum of the Joint Venture Board an urgent decision

is required. Any Board Members will by written notice to the Joint

Venture Board have the right to convene meetings of the Joint

Venture Board;

52.4.5 

a resolution in writing (whether recorded in one or more

documents) signed and dated by all the Board Members or their

alternates shall be valid and effective as if passed at a duly

convened meeting of the Joint Venture Board;

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52.4.6

the Joint Venture Board may, if it thinks fit, confer by radio,

telephone, closed circuit television or other electronic means of

audio or audio/visual communication. Notwithstanding that the

Board Members are not present together in one place at the time

of the conference, a resolution passed by Board Members

constituting a quorum at such a conference shall, provided such

resolution is recorded in writing and confirmed at the next meeting

of the Joint Venture Board, be deemed to have been passed at a

meeting of the Joint Venture Board held on the day on which and

at the time at which the conference was held. The provisions of

this Agreement relating to proceedings of the Joint Venture Board

apply so far as they are capable of application, mutatis mutandis,

to such conferences;

52.4.7

meetings of the Joint Venture Board will be held regularly but not

less frequently than monthly. The venue of the meetings of the

Joint Venture Board will be at such venue as the Joint Venture

Board may determine from time to time;

52.4.8          all

proceedings

at

meetings of the Joint Venture Board shall be

recorded by the secretary of the Joint Venture in a minute book

and the secretary of the Joint Venture shall, as soon as practical

after each meeting, and in any event within 10 (Ten) Business

Days, deliver to each of the Board Members a copy of the draft

minutes of such meeting, setting out in full any resolutions passed

at such meeting. Each Board Member shall sign and return to the

secretary of the Joint Venture a copy thereof. If any Board

Member does not agree with the draft minutes in respect of any

meeting attended by him, he shall endorse the minutes with a note

that they are not agreed and record his comments with regard

thereto on the minutes. The draft minutes will then be signed and

returned to the secretary of the Joint Venture and shall be

considered at the next meeting of the Joint Venture Board.

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52.5

The following provisions shall apply to voting by Board Members -

52.5.1

each Board Member shall have so many votes on all matters

submitted to the Joint Venture Board as is equal to the

Participation Interest of the Participant by whom such Board

Member has been appointed, divided by the number of Board

Members appointed by that Participant present and voting at the

meeting; and

52.5.2

save as set out in clause 55, the affirmative vote of the majority of

votes of the Joint Venture Board shall be required to approve any

proposed resolution.

52.6

The remuneration and fees (if any) payable to Board Members will be

determined from time to time by the Participants.

53     MANAGEMENT

53.1

Control and management of the Joint Venture shall vest in the Joint

Venture Board.

53.2

The Joint Venture Board shall determine all matters of principle in

regard to the Joint Venture, subject to the further terms and

conditions herein set out. The Participants shall be bound by all

decisions of the Joint Venture Board properly taken in accordance

with the provisions of this Agreement.

53.3

The operations of the Joint Venture will be conducted inter alia on the

following basis -

53.3.1           the

Joint

Venture's books, records and accounts will be kept in

compliance with generally accepted accounting principles as

applied in the Republic of South Africa and may be inspected by

any Participant during normal business hours;

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53.3.2

audited

accounts

will be prepared as soon as possible after the

end of each Financial Year, but in any event by not later than 90

(Ninety) days thereafter;

53.3.3

monthly management accounts will be prepared as soon as

possible after each month end and circulated to the Participants

forthwith after completion.

53.4

The day to day management of the Joint Venture will be undertaken

by the Participants. Randfontein will provide certain specified

services to the Joint Venture in terms of a services agreement to be

entered into between the Participants as a condition precedent to the

Sale Agreement, Randfontein being obliged to carry out its duties in

terms of and in accordance with the policies and decisions of the

Joint Venture Board and in accordance with the terms and conditions

herein set out.

53.5

The day to day financial and administrative management of the Joint

Venture shall be undertaken by the Participants save as otherwise

delegated to Randfontein in terms of the aforesaid services

agreement.

53.6

The Joint Venture shall have -

53.6.1

Randfontein's auditors from time to time as its auditors; and

53.6.2

as its principal office, the registered office of Randfontein from

time to time.

53.7

It is acknowledged that in order to give effect to the provisions of the

Charter insofar as skills transfer and development are concerned, the

Joint Venture will employ previously disadvantaged persons at

various management and operations levels. Africa Vanguard

undertakes to make recommendations as to the identity of such

persons as and when required by the Joint Venture Board, it being

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agreed that such persons recommended by Africa Vanguard should

be given preference provided that they meet the requirements

determined by the Joint Venture Board.

53.8

In the event that any Participant disputes the determination by the

Joint Venture Board of the nature of any expenditure for the

purposes of calculating the Profits or for the purposes of any other

calculation required in terms of this Agreement, such Participant shall

be entitled to refer the determination at its cost to an independent

auditor agreed between the Participants (or failing agreement

nominated by the Joint Venture's auditors) for determination and

such determination shall be final and binding on the Participants.

The independent auditor shall be obliged to determine how his costs

will be apportioned between the Participants and shall be entitled to

take appropriate expert advice from third parties in regard to what is

and what is not generally regarded in the gold mining industry in

South Africa.

54     REHABILITATION OBLIGATIONS

The rehabilitation of the Mining Area will be undertaken by the Joint

Venture provided that

54.1

Randfontein will contribute to the cost of such rehabilitation up to a

maximum amount of R6 000 000,00 (Six million rands), escalated

annually on the anniversary of the Effective Date by the CPIX; and

54.2

any additional cost of rehabilitation will be provided for and paid by

the Joint Venture.

55    MATTERS REQUIRING UNANIMITY

No resolution of the Joint Venture Board, any sub-committee of the

Joint Venture Board, or the Participants will be passed or action taken

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in regard to the undermentioned matters without the unanimous written

approval of all Participants

55.1

the approval of the Budget, provided that, in the event that Africa

Vanguard withholds its approval of the Budget, it will be submitted to

an independent auditor (appointed, mutatis mutandis, in accordance

with the provisions of clause 53.8) for approval and such auditor shall

be authorised to finalise and approve the Budget on behalf of the

Participants;

55.2

the borrowing of any money or incurring of any debt not provided for

in the Budget;

55.3        the issuing by the Joint Venture of guarantees, suretyships,

indemnities or letters of comfort (or the like) of any nature

whatsoever, otherwise than in the normal and ordinary course of

business;

55.4

the pledging, mortgaging, hypothecating or encumbering by the Joint

Venture of any assets in any manner whatsoever, otherwise than as

provided in the Budget;

55.5

any sale, transfer or disposal of the Joint Venture Business or its

assets (in the case of assets, otherwise than in the normal and

ordinary course of business), save as otherwise provided in the

Budget;

55.6

any change in the Joint Venture Business, save for any termination

thereof for sound operational or economic reasons;

55.7

the approval of transactions and contracts outside the normal and

ordinary course of business;

55.8

any Ongoing Capital Expenditure by the Joint Venture not provided

for in the Budget;

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55.9

the approval of the audited annual financial statements of the Joint

Venture;

55.10     a compromise generally with the Joint Venture's creditors;

55.11     any loan by the Joint Venture to any of the Participants; and

55.12      the delegation of the functions referred to above in this clause to any

one Board Member or committee of Board Members or any other

person or persons.

56       ANNUAL BUDGET

56.1

The Joint Venture Board shall prior to the end of each Financial Year,

prepare and approve a Budget for the conduct of the Joint Venture

Business for the next Financial Year, in the form and level of detail

determined by the Joint Venture Board from time to time.

56.2

The Budget shall include but not be limited to

56.2.1

a projected income statement, balance sheet and cash flow

statement; and

56.2.2          an expenditure budget and programme specifying amounts

outstanding on approved capital expenditure brought forward from

the prior Financial Year as well as proposed future capital

expenditure commitments of the Joint Venture.

57     UNDERTAKINGS BY THE PARTIES

57.1

It is recognised that the continued growth of the Joint Venture will be

for the benefit of both Participants and accordingly the Participants

undertake at all times to act in their mutual interests and in the best

interests of the Joint Venture and in good faith to one another.

57.2

The Participants undertake at all times to do all such things, perform

all such actions and take all such steps and to procure the doing of

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all such things, the performance of all such actions and the taking of

all such steps as may be open to them and necessary for or

incidental to the putting into effect or maintenance of the terms,

conditions and import of this Agreement.

58     WARRANTY BY RANDFONTEIN

Randfontein hereby warrants to and in favour of Africa Vanguard that,

to the best of its knowledge and belief, no material Ongoing Capital

Expenditure in excess of an amount of R5 400 000,00 (Five million four

hundred thousand rands) is anticipated for the Joint Venture during the

12 (Twelve) month period after the Effective Date.

59    TRANSFER OF SHARES BY AVR

59.1

Save as may be provided in the Security Documents, AVR shall not

be entitled to sell or otherwise dispose of or transfer its shares in

Africa Vanguard at any time whilst Africa Vanguard is a Participant

and/or owns the Africa Vanguard Mining Lease.

59.2

Save as may be provided in the Security Documents, AVR shall not

be entitled to pledge, hypothecate or otherwise encumber its shares

in Africa Vanguard at any time whilst Africa Vanguard is a Participant

and/or owns the Africa Vanguard Mining Lease.

60      TRANSFER OF PARTICIPATION INTEREST BY AFRICA

VANGUARD

60.1

Save as may be provided in the Security Documents, for so long as

any amount remains outstanding under the Nedbank Loan, Africa

Vanguard's Participation Interest may not be sold or otherwise

disposed of or transferred, pledged, hypothecated or otherwise

encumbered.

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60.2        Africa Vanguard shall only be entitled to dispose of its entire

Participation Interest and not part thereof only and only if, in one and

the same transaction, it disposes of

60.2.1

all of its claims on loan account against the Joint Venture; and

60.2.2          the

Africa

Vanguard Mining Lease,

to the same party (the Participation Interest, claims on loan account

and Africa Vanguard Mining Lease being hereinafter collectively

referred to as the "Subject Asset").

60.3

Africa Vanguard shall not be entitled at any time to dispose of the

Subject Asset to any third party (other than Randfontein) unless such

third party is Controlled by Historically Disadvantaged Persons and

unless all requisite Ministerial and other consents are obtained so as

to ensure that any such disposal does not prejudice or adversely

affect the Joint Venture's ability to fulfil the objects set out in clause

47.3.

60.4

Subject to the aforegoing provisions of this clause 60, should Africa

Vanguard wish to dispose of the Subject Asset, Africa Vanguard shall

offer the Subject Asset by notice in writing ("Offer") to Randfontein

stating -

60.4.1

the price (in South African currency) at, and the terms upon which,

it proposes to sell; and

60.4.2

the name of the proposed transferee to whom it intends selling

and its holding company (if any),

which notice shall be accompanied by proof to the reasonable

satisfaction of Randfontein that the proposed transferee referred to in

clause 60.4.2 has sufficient cash resources available to pay the

purchase price for the Subject Asset.

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60.5

The notice referred to in 60.4 will constitute an irrevocable offer to

Randfontein, or its nominee, which will be entitled to acquire the

Subject Asset, at the price and on the terms and conditions stipulated

in the Offer. In the event that Randfontein acquires the Subject

Asset, the Joint Venture and this Agreement will terminate.

60.6 

Notwithstanding

any

other provision contained herein, in the event

that Randfontein is unable, despite using commercially reasonable

endeavours, to implement the Offer within the time periods

prescribed therein, Africa Vanguard will be obliged to consent to an

extension of such time periods, provided that Randfontein agrees to

pay interest at the Agreed Rate on the purchase consideration of the

Subject Asset during the extension period.

60.7 

Should the Offer not have been accepted by Randfontein or its

nominee in writing within 90 (Ninety) Business Days of the date upon

which the Offer is made, the Offer will be deemed to have been

declined and Africa Vanguard will then be entitled to dispose of its

Subject Asset within a further period of 30 (Thirty) Business Days to

the proposed transferee referred to in 60.4.2 at a price not lower and

on terms not more favourable to such person than the price and

terms stated in the Offer.

60.8

Unless Africa Vanguard disposes of the Subject Asset within the said

further period of 30 (Thirty) Business Days, it may not thereafter

dispose of the Subject Asset without again adopting the procedure

referred to herein.

60.9 

Notwithstanding anything to the contrary herein contained, the

Subject Asset will not be transferred to a non-Participant unless and

until he agrees in writing to be bound by all the terms and conditions

herein contained, and he assumes the payment obligations of Africa

Vanguard in terms of the Sale Agreement.

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61    TRANSFER OF PARTICIPATION INTEREST BY RANDFONTEIN

Randfontein shall have the right at any time, without the consent of

Africa Vanguard, to transfer the whole or any portion of its Participation

Interest, its claims on loan account against the Joint Venture and the

Randfontein Mining Lease to any third party without first having to offer

same to Africa Vanguard, provided that the purchaser agrees in writing

to be bound by all the terms and conditions herein contained.

62   DEEMED OFFER

62.1

Africa Vanguard shall be deemed to have offered the Subject Asset

for sale to Randfontein, or its nominee, upon the happening of any of

the following events

62.1.1

it is no longer Controlled by Historically Disadvantaged Persons;

or

62.1.2

it is placed in liquidation or under judicial management, whether

provisionally or finally; or

62.1.3

it is in breach of a material provision of this Agreement, the Sale

Agreement or any agreement entered into in fulfilment of the

conditions precedent to the Sale Agreement (save for the

Nedbank Loan and the Security Documents) and has failed to

remedy same within the required notice period; or

62.1.4

it is in breach of any of the provisions of its memorandum and

articles of association inserted as a condition precedent to the

Sale Agreement.

62.2        The offer referred to in clause 62.1 will be deemed to have been

made on the day preceding the happening of the relevant event and

will be subject to the following terms -

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62.2.1

the purchase consideration payable for the Subject Asset will be

the fair value thereof; and

62.2.2

the purchase consideration will be payable against the cession of

the Subject Asset to Randfontein.

62.3

In the event that, at the time of Randfontein, or its nominee,

accepting the deemed offer, Nedbank exercises its rights under the

Loan Put Option Agreement (as defined in the Sale Agreement) any

amount paid under such option will constitute a discharge of an

equivalent amount of the purchase consideration. Any balance of the

purchase consideration not paid to Nedbank will be paid by the

purchaser directly to Africa Vanguard.

62.4

Randfontein, or its nominee, will be entitled within a period of 30

(Thirty) Business Days of the happening of the relevant event coming

to its attention, to accept the deemed offer by notice in writing to

Africa Vanguard. In the event that Randfontein acquires the Subject

Asset, the Joint Venture and this Agreement will terminate.

62.5

Notwithstanding

any

other provision contained herein, in the event

that Randfontein or its nominee accepts the deemed offer, it shall be

given a reasonable time period within which to obtain all necessary

consents, approvals and authorisations in order for it, or a third party

nominated by it, to take transfer of the Subject Asset.

62.6

For the purposes of the provisions of clause 62.2.1, the fair value of

the Subject Asset will be the fair market value as determined by the

auditors of the Joint Venture.

62.7

In the event that either Participant is dissatisfied with the price

determined in accordance with clause 62.6, such Participant will be

entitled to have the matter referred (at the cost of such Participant) to

a merchant bank in the Republic of South Africa agreed between the

Participants (or failing such agreement, nominated by the auditors of

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the Joint Venture) for determination and the decision of the merchant

bank will be final and binding on the Participants.

62.8

Randfontein shall be entitled to elect to acquire from AVR the entire

issued share capital of Africa Vanguard and all claims on loan

account against Africa Vanguard as an alternative to acquiring the

Subject Asset from Africa Vanguard. In the event that Randfontein

exercises its election as set out in this clause 62.8, the remaining

provisions of this clause 62 shall apply mutatis mutandis to the

acquisition.

63    EXERCISE OF SECURITY

It is agreed that neither Nedbank nor Randfontein, as the case may be,

shall be obliged to dispose of the Subject Asset to a third party

Controlled by Historically Disadvantaged Persons pursuant to the

exercise by them of their rights under the Security Documents.

64    ADMISSION OF NEW PARTICIPANTS

The Participants may from time to time agree to admit third parties as

additional Participants, provided that -

64.1

save as a result of Randfontein exercising its rights in terms of clause

61 and save as a result of the exercise of the rights under the

Security Documents, no third party will be admitted as a Participant

unless unanimously agreed to by the then existing Participants; and

64.2        no third party, including any transferee of Participation Interest

pursuant to the provisions of clause 60 and/or 61 will be entitled to

become a Participant unless and until such third party shall have

bound itself in writing to all the terms and conditions herein

contained.

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65    WARRANTIES BY PARTIES

Each Party warrants that -

65.1

it has the legal capacity and has taken all necessary corporate action

required to empower and authorise it to enter into and implement this

Agreement on the terms and conditions herein set out; and

65.2

this Agreement constitutes an agreement valid and binding on it and

enforceable against it in accordance with its terms.

66     BREACH

The Parties agree that the cancellation of this Agreement in the event of

a breach would be an inappropriate and insufficient remedy and that

irreparable damage would occur if the provisions of this Agreement

were not complied with. It is accordingly agreed that, in addition to

Randfontein's rights under clause 62, in the event of a breach which is

not remedied within 10 (Ten) Business Days of written notice requiring

the breach to be remedied, the aggrieved Party shall be entitled

(without prejudice to any other rights which it may have in terms of this

Agreement or in law, save for the right to cancel the agreement) to an

order for specific performance and to recover any damages which it

may have suffered.

67     DISPUTES

67.1

In the event of any dispute or difference arising between the Parties

relating to or arising out of this Agreement, including the validity,

implementation, execution, interpretation, rectification, termination or

cancellation of this Agreement, the Parties shall forthwith meet to

attempt to settle such dispute or difference, and failing such

settlement within a period of 10 (Ten) Business Days, the said

dispute or difference shall on written demand by any Party to the

dispute be submitted to arbitration in Johannesburg in accordance

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with the rules of the Arbitration Foundation of Southern Africa

("Foundation") by an arbitrator or arbitrators agreed to by the

Parties.

67.2

Should the Parties fail to agree an arbitrator within 10 (Ten) Business

Days after arbitration has been demanded, the arbitrator shall be

nominated at the request of any Party to the dispute by the

Foundation.

67.3        The Parties irrevocably agree that the submission to arbitration in

terms of this clause is subject to the Parties' rights of appeal set out

hereunder.

67.4

Any Party to the arbitration may appeal the decision of the arbitrator

within a period of 20 (Twenty) Business Days after the arbitrator's

ruling has been handed down by giving written notice to that effect to

the other Party or Parties to the arbitration. The appeal shall be dealt

with in accordance with the rules of the Foundation by a panel of 3

(Three) arbitrators appointed by the Foundation.

67.5

The decision of the arbitrator shall be final and binding on the Parties

to the arbitration after the expiry of the period of 20 (Twenty)

Business Days from the date of the arbitrator's ruling if no appeal has

been lodged by any Party. A decision which becomes final and

binding in terms of this clause 67.5, and a decision of the arbitrators

referred to in clause 67.4, may be made an order of court at the

instance of any Party to the arbitration.

67.6

Nothing herein contained shall be deemed to prevent or prohibit any

Party from applying to the appropriate Court for urgent relief.

67.7        The provisions of this clause will continue to be binding on the

Parties notwithstanding any termination or cancellation of the

Agreement.

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Notwithstanding anything to the contrary herein contained, the

provisions of clauses 65 to 74 will survive any termination of this

Agreement.

69  NOTICES AND DOMICILIUM

68  EFFECT OF TERMINATION

69.1

The Parties select as their respective domicilia citandi et executandi

the following physical addresses, and for the purposes of giving or

sending any notice provided for or required hereunder, the following -

Name                                      Physical

Address

Randfontein                               

Block 27

Randfontein Office Park

Cnr Main Reef Rd & Xxxx Ave

Randfontein

Attention:

The Company Secretary

Name                                      Physical

Address

Africa Vanguard &

00 Xxxxxx Xxxxx

XXX

Xxxxxxxxx

Xxxxxx

Xxxx

Xxxxxxxx

Attention: Xxxxxxx Xxxxx

or such other address as may be substituted by notice given as

herein required. 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 which is not a post office box or post restante.

69.2  Any notice addressed to a Party at its physical address shall be

delivered by hand.

69.3

Any notice so given before 16h30 on a Business Day, will rebuttably

be presumed to have been received on the day of delivery. Any

notice hand delivered after 16h30 on a Business Day, or on a day

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which is not a Business Day, will rebuttably be presumed to have

been received on the immediately following Business Day.

69.4

Notwithstanding the above, any notice actually received (save via e-

mail or any other similar electronic transmission) by the Party to

whom the notice is addressed will be deemed to have been properly

given and received, notwithstanding that such notice has not been

given in accordance with the provisions of this clause.

70     SEVERABILITY

Each provision of this Agreement is severable from the other provisions.

Should any provision be found by a Court of competent jurisdiction to

be invalid or unenforceable for any reason, the Parties will consult with

one another in good faith in order to agree, if possible, an alternative

provision in accordance with the intent and tenor of this Agreement.

The remaining provisions of this Agreement shall nevertheless remain

binding and continue with full force and effect.

71     GENERAL

71.1

This Agreement constitutes the whole of the agreement between the

Parties relating to the matters dealt with in this Agreement and save

to the extent otherwise provided herein no undertaking,

representation, term or condition relating to the subject matter of this

Agreement not incorporated in this Agreement shall be binding on

any of the Parties.

71.2

No variation, addition, deletion, or agreed cancellation will be of any

force or effect unless in writing and signed by or on behalf of the

Parties.

71.3

No waiver of any of the terms and conditions of this Agreement will

be binding or effectual for any purpose unless in writing and signed

by or on behalf of the Party giving the same. Any such waiver will be

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effective only in the specific instance and for the purpose given. No

failure or delay on the part of any Party in exercising any right, power

or privilege hereunder will constitute or be deemed to be a waiver

thereof, nor will any single or partial exercise of any right, power or

privilege preclude any other or further exercise thereof or the

exercise of any other right, power or privilege.

71.4

Neither this Agreement nor any part, share or interest herein nor any

rights or obligations hereunder may be ceded, assigned, or otherwise

transferred without the prior written consent of the other Parties.

71.5

Any consent or approval required to be given by any Party in terms of

this Agreement will, unless specifically otherwise stated, not be

unreasonably withheld.

71.6

This Agreement may be executed in one or more counterparts, each

of which shall be deemed an original, and all of which together shall

constitute one and the same agreement as at the date of signature of

the Party last signing one of the counterparts. The Parties undertake

to take whatever steps may be necessary to ensure that all

counterparts are duly signed by all of them without delay.

72     BENEFIT OF THE AGREEMENT

This Agreement will inure for the benefit of and be binding upon the

successors in title and permitted assigns of the Parties or any of them.

73     COSTS

Each Party will pay its own legal and other advisory costs and expenses

relating to the negotiation, drafting, preparation and implementation of

this Agreement and the transactions contemplated therein.

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74   APPLICABLE LAW

74.1

This Agreement will in all respects be governed by and construed

under the laws of the Republic of South Africa.

74.2        Subject to the provisions of this Agreement, the Parties hereby

consent and submit to the non-exclusive jurisdiction of the

Witwatersrand Local Division of the High Court of the Republic of

South Africa in any dispute arising from or in connection with this

Agreement. The Parties agree that any costs awarded will be

recoverable in accordance with the High Court tariff, determined on

an attorney-and-own-client scale.

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of

RANDFONTEIN ESTATES LIMITED

_____________________________

who warrants that he is duly authorised

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of

LAK TRADING COMPANY NO. 9

(PROPRIETARY) LIMITED


_____________________________

who warrants that he is duly authorised

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SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of

AFRICA VANGUARD RESOURCES

(PROPRIETARY) LIMITED


_____________________________

who warrants that he is duly authorised

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ANNEXE "A"

PLAN OF MINING AREA

FIRST ADDENDUM TO

THE JOINT VENTURE AGREEMENT

entered into on 21 January 2003

between

RANDFONTEIN ESTATES LIMITED

and

AFRICA VANGUARD RESOURCES (DOORNKOP) (PROPRIETARY)

LIMITED

(formerly LAK Trading Company No. 9 (Proprietary) Limited)

and

AFRICA VANGUARD RESOURCES (PROPRIETARY) LIMITED

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TABLE OF CONTENTS

INTERPRETATION	3
RECITALS	3
EXTENSION	3
SAVINGS CLAUSE	3

WHEREBY THE PARTIES AGREE AS FOLLOWS

75     INTERPRETATION

In this Addendum:

75.1

words and phrases defined in the Joint Venture Agreement will bear

the same meanings herein; and

75.2

"Joint Venture Agreement" means the Joint Venture Agreement

entered into between the parties hereto on 21 January 2003.

76    RECITALS

The parties wish to record their agreement in regard to the extension of

the date for fulfilment of the Condition Precedent.

77    EXTENSION

It is agreed, in terms of clause 3.4 of the Joint Venture Agreement, that

the date for fulfilment of the Condition Precedent is extended to 25 June

2003.

78    SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or

inconsistent with the provisions of this Addendum or unless otherwise

agreed in writing between the parties, all the terms and conditions of the

Joint Venture Agreement shall mutatis mutandis continue to apply.

Attorneys

Page 4

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of

RANDFONTEIN ESTATES LIMITED

who warrants that he is duly authorised

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of
AFRICA VANGUARD RESOURCES
(DOORNKOP) (PROPRIETARY)
LIMITED

who warrants that he is duly authorised

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of
AFRICA VANGUARD RESOURCES
(PROPRIETARY) LIMITED

who warrants that he is duly authorised

SECOND ADDENDUM TO

THE JOINT VENTURE AGREEMENT

Page 5

entered into on 21 January 2003

between

RANDFONTEIN ESTATES LIMITED

and

AFRICA VANGUARD RESOURCES (DOORNKOP) (PROPRIETARY)

LIMITED

(formerly LAK Trading Company No. 9 (Proprietary) Limited)

and

AFRICA VANGUARD RESOURCES (PROPRIETARY) LIMITED

IH\acr

Page 2

H:\IH\HARMONY\DOORNKOP\JVADD2.DOC
24 June 2003

TABLE OF CONTENTS

INTERPRETATION	3
RECITALS	3
EXTENSION	3
SAVINGS CLAUSE	5

WHEREBY THE PARTIES AGREE AS FOLLOWS

79    INTERPRETATION

In this Addendum:

79.1

words and phrases defined in the Joint Venture Agreement will bear

the same meanings herein; and

79.2

"Joint Venture Agreement" means the Joint Venture Agreement

entered into between the parties hereto on 21 January 2003.

80    RECITALS

The Parties wish to record their agreement in regard to certain

amendments to the Joint Venture Agreement.

81   AMENDMENTS

It is agreed that the Joint Venture Agreement is hereby amended as

follows -

81.1        clause 1.2.12 is deleted in its entirety and substituted with the

following

"1.2.12

"Effective Date" means the fifth Business Day after the

date of fulfillment or waiver of the Condition Precedent;"

81.2        clause 1.2.21 is deleted in its entirety and substituted with the

following

"1.2.21

"Mining Titles" means the Mining Titles as defined in

the Sale Agreement, save for that portion of mining lease

31/91 to be separated in accordance with the provisions

of clause 3.1.16 of the Sale Agreement, which portion

Attorneys

Page 4

will remain 100% (One hundred percent) held by

Randfontein;"

81.3

all references to "Mining Lease" are substituted with references to

"Mining Titles".

81.4

clause 3.4 is deleted in its entirety and substituted with the

following

"3.4

3.4A

Unless the Condition Precedent has been fulfilled by not

later than 17:00 on 15 July 2003 (or such later date as

may be agreed in writing by the Parties) the provisions of

this Agreement will fall away and be of no further force or

effect and the status quo ante will be restored as near as

may be and no Party shall have any claim against any

other party in terms hereof or arising from the failure of the

Condition Precedent, save for any claims arising from a

breach of the provisions of clause 3.2.

Notwithstanding

the provisions of clause 3.4, it is agreed

that Randfontein will be entitled to unilaterally extend the

date for fulfilment of the Condition Precedent by notice in

writing to the other Parties, provided that it shall not be

entitled to unilaterally extend such date for more than an

additional 30 (Thirty) day period."

Page 5

82     SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or

inconsistent with the provisions of this Addendum or unless otherwise

agreed in writing between the parties, all the terms and conditions of the

Joint Venture Agreement shall mutatis mutandis continue to apply.

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of

RANDFONTEIN ESTATES LIMITED

who warrants that he is duly authorised

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of
AFRICA VANGUARD RESOURCES
(DOORNKOP) (PROPRIETARY)
LIMITED

who warrants that he is duly authorised

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of
AFRICA VANGUARD RESOURCES
(PROPRIETARY) LIMITED

who warrants that he is duly authorised

Page 6

THIRD ADDENDUM TO

THE JOINT VENTURE AGREEMENT

entered into on 21 January 2003

between

RANDFONTEIN ESTATES LIMITED

and

AFRICA VANGUARD RESOURCES (DOORNKOP) (PROPRIETARY)

LIMITED

(formerly LAK Trading Company No. 9 (Proprietary) Limited)

and

AFRICA VANGUARD RESOURCES (PROPRIETARY) LIMITED

IH\acr

Page 2

H:\IH\HARMONY\DOORNKOP\JVADD3.DOC
29 July 2003

TABLE OF CONTENTS

INTERPRETATION	3
RECITALS	3
EXTENSION	3
ADMENDMENTS	3
SAVINGS CLAUSE	5

Page 3

WHEREBY THE PARTIES AGREE AS FOLLOWS

83    INTERPRETATION

In this Addendum:

83.1

words and phrases defined in the Joint Venture Agreement will bear

the same meanings herein; and

83.2

"Joint Venture Agreement" means the Joint Venture Agreement

entered into between the parties hereto on 21 January 2003.

84    RECITALS

The Parties wish to record their agreement in regard to certain

amendments to the Joint Venture Agreement and the extension of the

date for fulfilment of the Condition Precedent.

85     EXTENSION

It is agreed, in terms of clause 3.4 of the Notarial Sale Agreement, that

the date for fulfilment of the Condition Precedent is extended to

11 August 2003.

86     AMENDMENTS

It is agreed that the Joint Venture Agreement is hereby amended as

follows -

86.1        clause 1.2.12 is deleted in its entirety and substituted with the

following

"1.2.12

"Effective Date" means the third Business Day after the

date of fulfillment or waiver of the Condition Precedent;"

Page 4

86.2        clause 5.1.1.1 is deleted in its entirety and substituted with the

following

"5.1.1.1

its 74% (Seventy four percent) share in the ore mined by

the Joint Venture in the Mining Area when such ore

becomes a movable capable of separate ownership, for

processing for and on behalf of the Joint Venture, and

the Randfontein Mining Lease, with effect from the

Effective Date; and"

86.3        clause 5.1.2 is deleted in its entirety and substituted with the

following

"5.1.2

Africa Vanguard shall contribute its 26% (Twenty six

percent) share in the ore mined by the Joint Venture in the

Mining Area when such ore becomes a movable capable

of separate ownership, for processing for and on behalf of

the Joint Venture, and the Africa Vanguard Mining Lease,

with effect from the Effective Date.

86.4

clauses 12.1, 12.2 and 12.6 are hereby deleted in their entirety;

86.5

the following additional clauses are inserted after clauses 13.2.2

"13.3

In the event that any Participant is of the view that the

Budget approved by the Joint Venture Board, in respect of

any Financial Year, is not in the best interests of the Joint

Venture, taking into account good gold mining practices in

South Africa, previous budgets in respect of the Mining

Area, viable opportunities available to the Joint Venture

and the particular circumstances of the Joint Venture

Business ("Relevant Circumstances"), such Participant

shall be entitled to refer the Budget to an independent

auditor (appointed, mutatis mutandis, in accordance with

the provisions of clause 10.8) ("Auditor") for review.

Page 5

13.4

In the event that the Auditor is in agreement with such

Participant that the Budget is not in the best interests of

the Joint Venture, taking into account the Relevant

Circumstances, the Auditor shall make any amendments

which he deems appropriate, taking into account the

Relevant Circumstances. The amendments made by the

Auditor shall be final and binding on the Participants.

13.5

The Auditor shall be obliged to determine how his costs

will be apportioned between the Participants and shall be

entitled to take appropriate expert advice from third parties

in regard to what is and what is not generally regarded as

a good gold mining practice in South Africa."

87      SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or

inconsistent with the provisions of this Addendum or unless otherwise

agreed in writing between the parties, all the terms and conditions of the

Joint Venture Agreement shall mutatis mutandis continue to apply.

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of

RANDFONTEIN ESTATES LIMITED

who warrants that he is duly authorised

Page 6

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of
AFRICA VANGUARD RESOURCES
(DOORNKOP) (PROPRIETARY)
LIMITED

who warrants that he is duly authorised

SIGNED at .................... .................... on .................... .................... 2003

For and on behalf of
AFRICA VANGUARD RESOURCES
(PROPRIETARY) LIMITED

who warrants that he is duly authorized

deemed to constitute the written confirmation referred to in clauses

3.1.1 and 3.1.2;

37.2

3.1.5 to 3.1.8 and 3.1.13 will only be fulfilled on receipt of written advice

from Nedbank Limited (acting through its Capital Markets division) that

the documents referred to therein have been entered into and have

become unconditional, provided that signature of this Addendum on

behalf of Randfontein shall be deemed to constitute the written approval

referred to in clause 3.1.13; and

37.3

3.1.9 to 3.1.12 will be fulfilled on signature of the documents referred to

therein by all Parties.

ANNEXE "C"

SCHEDULE OF PROPOSED SHAREHOLDERS OF AVR

Name of Shareholder

A-

Shares B-Shares

Total
(A,B)

% of

Total
(A,B) C-Shares

% C-

Shares C-Shares

% C-

Shares

Total

(A,B,C)

% of

Total

(A,B,C)

Votes

% of

vote

Pre-conversion Post-conversion

 Zungu Investments Company (Pty)
 Limited

22,500

-

22,500

3.4

-

-

-

-

22,500

2.4           2,500,000

3.8

 Xxxxxxx Xxxxx

202,500       150,000       352,500

53.1

-

-

-

-

352,500

37.2       202,650,000

34.2

 Agito Group

13,500

-

13,500

2.0

-

-

-

-

13,500

1.4         13,500,000

2.3

 NAPWA

13,500

-

13,500

2.0

-

-

-

-

13,500

1.4         13,500,000

2.3

 Ndalama Swichelwa Investment Holdings           22,500

-

22,500

3.4

-

-

-

-

22,500

2.4         22,500,000

3.8

 Bentungwa Family Trust

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5           4,500,000

0.8

 JB and SMA Magwaza Family trust

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5           4,500,000

0.8

 Mkabayi Trust

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5           4,500,000

0.8

 Ncedo Mlamla

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5           4,500,000

0.8

 Nasidima Investment Projects (Pty) Ltd

13,500

-

13,500

2.0

-

-

-

-

13,500

1.4         13,500,000

2.3

 The Africa Vanguard Rural Development
 Trust

13,500

-

13,500

2.0

-

-

-

-

13,500

1.4         13,500,000

2.3

 Ifa Lesizwe Investments (Pty) Ltd

22,500

-

22,500

3.4

-

-

-

-

22,500

2.4         22,500,000

3.8

 The Africa Vanguard Education Trust

13,500

-

13,500

2.0

-

-

-

-

13,500

1.4         13,500,000

2.3

 The Africa Vanguard Social Development
 Trust

13,500

-

13,500

2.0

-

-

-

-

13,500

1.4         13,500,000

2.3

 Indoni Yamanzi Trust

22,500

-

22,500

3.4

-

-

-

-

22,500

2.4         22,500,000

3.8

 Siyavuna Investments (Pty) Ltd

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5            4,500,000

0.8

 Xxxxxx Xxxxxx Modipa

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5            4,500,000

0.8

 The Marumo Trust

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5            4,500,000

0.8

 Phaswana Xxxxx Xxxxxx

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5            4,500,000

0.8

 Xxxxx Xxxxxx Ngcobo

4,500

-

4,500

0.7

-

-

-

-

4,500

0.5            4,500,000

0.8

 Africa Vanguard Holdings (Pty) Ltd

-

100,000        100,000

15.1

-

-

-

-

100,000

10.5               100,000

0.0

 Stanlib -

-

-

-

84,318

100.0        189,715

66.7      189,715

20.0       118,357,718

20.0

 Nedbank

-

-

-

-

1                -

         94,858

33.3         94,858

10.0         59,179,259

10.0

 TOTAL                                                                         414,000

250,000

664,000

100

84,319

100

284,573

100

948,573

100

591,786,977 100%

ANNEXE "E"

SECONDARY CONSIDERATION

1                             2

3

4                                5

Secondary

Consideration

Tranche

Month Ended

Rands/

Kilogram

Kilograms                     Value

1                        31-Aug-03

120,000

20.611

45,254.20

2                        30-Sep-03

120,655

20.611

52,281.02

3                        31-Oct-03

121,314

20.611

58,601.88

4                        30-Nov-03

121,976

20.611

65,568.43

5                        31-Dec-03

122,641

20.611

71,199.33

6                        31-Jan-04

123,311

20.611

76,876.04

7                        29-Feb-04

123,984

20.611

82,219.12

8                        31-Mar-04

124,661

20.611

86,687.15

9                        30-Apr-04

125,341

20.611

91,783.14

10                       31-May-04

126,025

20.611                    96,310.50

11                       30-Jun-04

126,713

20.611

100,743.04

12                       31-Jul-04

127,405

20.611

105,157.33

13                       31-Aug-04

128,100

20.672

109,814.45

14                       30-Sep-04

128,799

20.672

113,836.36

15                       31-Oct-04

129,502

20.672

117,817.77

16                       30-Nov-04

130,209

20.672

121,668.45

17                       31-Dec-04

130,920

20.672

125,291.36

18                       31-Jan-05

131,634

20.672

129,548.03

19                       28-Feb-05

132,353

20.672

133,286.87

20                       31-Mar-05

133,075

20.672

136,387.65

21                       30-Apr-05

133,802

20.672

140,363.90

22                       31-May-05

134,532

20.672

143,814.00

23                       30-Jun-05

135,266

20.672

147,250.09

24                       31-Jul-05

136,004

20.672

150,740.72

25                       31-Aug-05

136,747

18.441

137,490.04

26                       30-Sep-05

137,493

18.441

140,611.37

27                       31-Oct-05

138,244

18.441

143,375.65

28                       30-Nov-05

138,998

18.441

146,199.74

29                       31-Dec-05

139,757

18.441

148,253.32

30                       31-Jan-06

140,520

18.441

149,950.01

31                       28-Feb-06

141,287

18.441

151,489.21

32                       31-Mar-06

142,058

18.441

152,540.37

33                       30-Apr-06

142,833

18.441

154,096.67

34                       31-May-06

143,613

18.441

155,307.39

35                       30-Jun-06

144,397

18.441

156,683.52

36                       31-Jul-06

145,185

18.441

157,804.73

37                       31-Aug-06

145,977

39.973

344,571.13

38                       30-Sep-06

146,774

39.973

347,199.48

Attorneys

Page 8

1                             2

3

4                                5

Secondary

Consideration

Tranche

Month Ended

Rands/

Kilogram

Kilograms                       Value

39                       31-Oct-06

147,575

39.973

349,250.91

40                       30-Nov-06

148,381

39.973

351,392.99

41                       31-Dec-06

149,190

39.973

354,585.36

42                       31-Jan-07

150,005

39.973

358,808.86

43                       28-Feb-07

150,823

39.973

363,217.68

44                       31-Mar-07

151,647

39.973

366,284.52

45                       30-Apr-07

152,474

39.973

370,455.23

46                       31-May-07

153,307

39.973

373,951.92

47                       30-Jun-07

154,143

39.973

378,230.31

48                       31-Jul-07

154,985

39.973

381,844.04

49                       31-Aug-07

155,831

100.373

968,168.56

50                       30-Sep-07

156,681

100.373

978,471.13

51                       31-Oct-07

157,536

100.373

986,924.92

52                       30-Nov-07

158,396

100.373

996,684.50

53                       31-Dec-07

159,261

100.373                1,005,416.64

54                       31-Jan-08

160,130

100.373

1,014,690.69

55                       29-Feb-08

161,004

100.373

1,024,863.27

56                       31-Mar-08

161,883

100.373

1,032,636.34

57                       30-Apr-08

162,766

100.373

1,041,677.88

58                       31-May-08

163,655

100.373

1,050,670.54

59                       30-Jun-08

164,548

100.373

1,060,020.03

60                       31-Jul-08

165,446

100.373

1,067,942.92

61                       31-Aug-08

166,349

135.120

1,450,631.24

62                       30-Sep-08

167,257

135.120

1,462,599.75

63                       31-Oct-08

168,170

135.120

1,473,299.51

64                       30-Nov-08

169,088

135.120                1,485,966.01

65                       31-Dec-08

170,011

135.120                1,488,217.49

66                       31-Jan-09

170,939

135.120

1,485,433.50

67                       28-Feb-09

171,872

135.120

1,482,478.43

68                       31-Mar-09

172,810

135.120

1,477,395.91

69                       30-Apr-09

173,753

135.120

1,474,180.20

70                       31-May-09

174,701

135.120

1,470,268.74

71                       30-Jun-09

175,655

135.120

1,466,838.22

72                       31-Jul-09

176,614

135.120

1,462,672.41

73                       31-Aug-09

177,578

135.307

1,461,078.50

74                       30-Sep-09

178,547

135.307

1,457,369.65

75                       31-Oct-09

179,522

135.307

1,452,900.91

76                       30-Nov-09

180,501

135.307                1,449,009.52

77                       31-Dec-09

181,487

135.307                1,449,213.03

78                       31-Jan-10

182,477

135.307

1,455,817.76

79                       28-Feb-10

183,473

135.307

1,461,583.89

80                       31-Mar-10

184,475

135.307

1,464,674.33

81                       30-Apr-10

185,481

135.307

1,470,655.83

82                       31-May-10

186,494

135.307

1,475,346.33

83                       30-Jun-10

187,512

135.307

1,480,399.41

Page 9

1 2

3

4 5

Secondary

Consideration

Tranche

Month Ended

Rands/

Kilogram

Kilograms                     Value

84                       31-Jul-10

188,535

135.307

1,485,303.47

85                       31-Aug-10

189,564

138.973

1,530,923.12

86                       30-Sep-10

190,599

138.973

1,535,740.04

87                       31-Oct-10

191,639

138.973

1,540,403.69

88                       30-Nov-10

192,685

138.973                1,545,202.06

89                       31-Dec-10

193,737

138.973                1,547,993.43

90                       31-Jan-11

194,794

138.973

1,551,362.74

91                       28-Feb-11

195,858

138.973

1,553,807.92

92                       31-Mar-11

196,927

138.973

1,554,201.75

93                       30-Apr-11

198,001

138.973

1,557,319.69

94                       31-May-11

199,082

138.973

1,559,152.10

95                       30-Jun-11

200,169

138.973

1,561,304.37

96                       31-Jul-11

201,261

138.973

1,563,387.58

97                       31-Aug-11

202,360

140.027

1,577,449.01

98                       30-Sep-11

203,464

140.027

1,579,968.44

99                       31-Oct-11

204,575

140.027

1,581,446.08

100                      30-Nov-11

205,691

140.027                1,583,263.70

101                      31-Dec-11

206,814

140.027                1,582,063.02

102                      31-Jan-12

207,943

140.027

1,578,793.67

103                      29-Feb-12

209,078

140.027

1,575,119.99

104                      31-Mar-12

210,219

140.027

1,570,997.18

105                      30-Apr-12

211,367

140.027

1,567,573.33

106                      31-May-12

212,520

140.027

1,563,240.75

107                      30-Jun-12

213,680

140.027

1,560,075.28

108                      31-Jul-12

214,846

140.027

1,555,999.75

109                      31-Aug-12

217,380

136.600

1,491,906.18

110                      30-Sep-12

218,475

136.600

1,490,306.97

111                      31-Oct-12

219,576

136.600

1,487,654.83

112                      30-Nov-12

220,959

136.600                1,481,466.95

113                      31-Dec-12

222,072

136.600                1,478,813.04

114                      31-Jan-13

223,471

136.600

1,472,002.62

115                      29-Feb-13

224,597

136.600

1,470,038.23

116                      31-Mar-13

225,728

136.600

1,466,319.21

117                      30-Apr-13

219,576

136.600

1,463,813.51

118                      31-May-13

220,959

136.600

1,460,801.13

119                      30-Jun-13

222,072

136.600

1,458,640.74

120                      31-Jul-13

223,471

136.600

193,871.19

Page 10

FOURTH ADDENDUM TO

THE NOTARIAL SALE AGREEMENT

entered into on 21 January 2003

between

RANDFONTEIN ESTATES LIMITED

and

AFRICA VANGUARD RESOURCES (DOORNKOP) (PROPRIETARY)

LIMITED

(formerly LAK Trading Company No. 9 (Proprietary) Limited)

IH\acr

Page 2

H:\IH\HARMONY\DOORNKOP\SALEADD4.DOC
6 August 2003

TABLE OF CONTENTS

INTERPRETATION	3
RECITALS	3
ADMENDMENT	3
CONDITIONS PRECEDENT	4
SAVINGS CLAUSE	4

IH\acr

Page 3

H:\IH\HARMONY\DOORNKOP\SALEADD4.DOC
6 August 2003

WHEREBY THE PARTIES AGREE AS FOLLOWS

39 

INTERPRETATION

In this Addendum:

39.1

words and phrases defined in the Notarial Sale Agreement will bear

the same meanings herein; and

39.2

"Notarial Sale Agreement" means the Notarial Sale Agreement

entered into between the parties hereto on 21 January 2003.

40 

RECITALS

The parties wish to record their agreement in regard to an amendment

to the Notarial Sale Agreement and the fulfillment of certain of the

Conditions Precedent.

41

AMENDMENT

It is agreed that clause 3.1.13 of the Notarial Sale Agreement is hereby

deleted in its entirety and substituted with the following:

"3.1.13

the First Loan Agreement, the Second Loan Agreement, the Liberty

Loan Agreement, the Liberty Subscription Agreement and the

Nedbank Subscription Agreement (each as defined in the Loan

Agreement and referred to collectively herein as the "Equity

Documents") are entered into and become unconditional in

accordance with their terms, save for any reference to this

Agreement, and that the subscription proceeds arising and loan

funding made available pursuant to such Equity Documents provide

sufficient funding for the advance of a shareholders loan of

R32 000 000.00 (thirty two million rand) by AVR to Africa Vanguard;"

Attorneys

Page 4

42    CONDITIONS PRECEDENT

The Parties agree that, notwithstanding the provisions of clause 5.2 of

the Third Addendum to the Notarial Sale Agreement, all of the

Conditions Precedent, save for those contained in clauses 3.1.18 and

3.1.19, have been fulfilled.

43    SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or

inconsistent with the provisions of this Addendum or unless otherwise

agreed in writing between the parties, all the terms and conditions of the

Notarial Sale Agreement shall mutatis mutandis continue to apply.

SIGNED at ......................................... on .............................................. 2003

For and on behalf of

RANDFONTEIN ESTATES LIMITED

who warrants that he is duly authorised

SIGNED at ......................................... on .............................................. 2003

For and on behalf of

AFRICA VANGUARD RESOURCES
(DOORNKOP) (PROPRIETARY)
LIMITED

who warrants that he is duly authorized