<DOCUMENT>
<TYPE>EX-4.49
<SEQUENCE>23
<FILENAME>a2096282zex-4_49.txt
<DESCRIPTION>EXHIBIT 4.49
<TEXT>
<Page>

                                                                    EXHIBIT 4.49

SCMB
                                 CORPORATE BANKING DIVISION

 PRIVATE AND CONFIDENTIAL        Standard Bank Centre              P O Box 61344
                                 3 Simmonds Street             Marshalltown 2107
                                 Johannesburg 2001
 The Directors                                              S.W.I.F.T SBZA ZA JJ
 Durban Roodepoort Deep Limited                          Telegrams "STANMERBANK"
 PO Box 82291                                             Telex 4-87620, 4-87629
 Southdale                                                   Fax  (011) 636-2371
 2135                                                                  Telephone
                                                      Switchboard (011) 636-9115


ATTENTION : MR IAN MURRAY


Date             Direct telephone number  In reply please quote   Your reference
                                          our reference
07 October 2002  (011) 636-3527           WVDM/tdj


Dear Sirs

BANKING FACILITIES

The Standard Bank of South Africa Limited (including alt of its divisions
hereinafter referred to as "the Bank") represented by its Standard Corporate and
Merchant Bank Division, confirms having granted certain banking facilities ("the
facilities") to Durban Roodepoort Deep Limited ("the Customer"). The facilities
shall upon signature hereof by the Customer and any other signatories hereto,
and fulfilment or waiver of any conditions precedent mentioned herein, be
subject to the revised terms and conditions (including but not limited to any
revised limits) contained in this letter and in Annexures "A" and "B" hereto.

1.       THE FACILITIES

<Table>
<Caption>
         --------------------------------------------------------------------
         NATURE OF FACILITY                        MAXIMUM AGGREGATE LIMIT

         --------------------------------------------------------------------
         <S>                                       <C>
         General  Short  Term  Banking   Facility  R 60 000 000
         ("GSTBF")
         --------------------------------------------------------------------
         Business Mastercard                       R     30 000
         --------------------------------------------------------------------
</Table>

<Page>

                                                                               2

<Table>
<S>                                                                <C>
--------------------------------------------------------------------------------
STANNIC
Liquidating Credit Line                                            R     250 000
Fleet Management Service                                           R      12 000

--------------------------------------------------------------------------------
GUARANTEES BY BANK
Performance Guarantees                                             R   6 000 000
--------------------------------------------------------------------------------
DERIVATIVE PRODUCTS
Forward Exchange Contracts                                         R 110 000 000
(Maturities within 370 days)
--------------------------------------------------------------------------------
ELECTRONIC BANKING TRANSACTIONAL LIMITS
   -     CORPORATE ACCESS TERMINAL SYSTEM (CATS)
   -     Own Accounts                                              R  21 000 000
   -     Same Day Soonest Value Services (SSVS)                    R  92 700 000
   -     ELECTRONIC FUNDS TRANSFER SERVICE (EFTS)
   -     Monthly                                                   R  17 800 000
   -     December                                                  R  17 800 000
--------------------------------------------------------------------------------
</Table>

2.       CONDITIONS PRECEDENT

2.1          The facilities shall be subject to the revised terms and conditions
             in this letter and any annexures hereto upon fulfilment, to the
             satisfaction of the Bank of the following conditions precedent:

2.1.1              that all the securities referred to under the heading
                   "Security" in this facility letter have been properly
                   furnished to the Bank together with such supporting
                   resolutions as the Bank may require;

2.1.2              that all formalities referred to in this facility letter have
                   been duly completed.

2.2          The above conditions are inserted for the benefit of the Bank, who
             may waive any of the said conditions in its sole discretion.

2.3          Notwithstanding anything to the contrary in this letter, until such
             time as the said conditions precedent have been fulfilled or
             waived, the facilities shall continue to be

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                                                                               3

             subject to the terms and conditions currently pertaining thereto
             and should any of the facilities be withdrawn or repayment thereof
             be demanded by the Bank during such period, this letter shall be of
             no further farce or effect (even if the conditions precedent are
             subsequently met) and the facilities shall be governed by the
             current terms and conditions pertaining thereto.

3.       SECURITY

3.1          Any security currently held by the Bank shall also constitute
             security for the facilities.

3.2          In addition and without prejudice to any security already held by
             the Bank, the Bank requires the following as security for all the
             Customer's indebtedness to the Bank from time to time, howsoever
             arising:

3.2.1              cross suretyships in favour of the Bank and on terms and
                   conditions acceptable to the Bank, between the Customer and
                   Crown Consolidated Gold Recoveries Limited.

3.3          The security referred to in this paragraph is in addition to and
             not in substitution for any security arrangements made in terms of
             any separate terms and conditions of specific facilities.


4.       ADDITIONAL TERMS

4.1          ADDITIONAL PARTIES

4.1.1              The parties listed in the facilities schedule attached to
                   this letter and any other parties requested by the Customer
                   from time to time and agreed to by the Bank in its sole
                   discretion ("the Additional Parties"), are hereby expressly
                   authorised by the Customer, and shall consequently be
                   entitled, to utilise the facilities together with the
                   Customer, in accordance with the details set out in the said
                   facilities schedule, or otherwise as the Bank may with
                   respect to both the Customer and the Additional Parties, from
                   time to time in its sole discretion allow. Any amounts which
                   may at any time be or become owing to

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                                                                               4

                   the Bank in respect of the facilities so utilised by any
                   Additional Party and not discharged on due date by such
                   Additional Party, shall be discharged in full by the
                   Customer, forthwith upon receipt by the Customer of the
                   Bank's written demand. Any such utilisation by an Additional
                   Party shall be subject to the terms and conditions contained
                   in this letter and any annexures hereto, and shall further be
                   subject to:

4.1.1.1                   all the conditions precedent contained in this letter
                          having been fulfilled or waived;

4.1.1.2                   the aggregate amount of the utilisation of the
                          facilities by the Customer and the Additional Parties
                          not at any time exceeding the maximum aggregate limit
                          for each facility except to the extent the Bank, may
                          in its sole discretion allow;

4.1.1.3                   the Additional Parties not being entitled to utilise
                          such facilities in the event the facilities are
                          terminated by the Bank, by notice to the Customer, or
                          otherwise in terms of this letter;

4.1.1.4                   the Additional Parties having signed this letter and
                          any separate documentation pertaining to any facility,
                          should the Bank so require.

4.1.2              Should the Bank offer (or have offered) its cash management
                   service to the Customer, any parties ("the Participating
                   Parties") which from time to time participate in the
                   Customer's cash management arrangement shall also be entitled
                   to utilise the Customer's overdraft facility subject to the
                   provisions of this letter. The Participating Parties shall
                   consequently be deemed to be included in the definition of
                   "the Additional Parties" for purposes of this paragraph 4.1.

4.1.3              Without derogating from the provisions of 4.1.1 above, the
                   following further parties listed below shall, subject to the
                   provisions of this letter, also be entitled to use the
                   Customer's Electronic Banking Transactional Limits in such
                   amounts as the Bank may from time to time in its sole
                   discretion allow, and such parties shall accordingly be
                   deemed to be included in the definition of "Additional
                   Parties" for the purposes of this paragraph 4.1:

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                                                                               5

4.1.3.1                   Crown Gold Recoveries Limited.

4.1.4              Without prejudice to the Bank's rights in terms of any other
                   provisions of this paragraph 4.1. the Customer hereby
                   indemnifies and holds the Bank harmless, against any loss or
                   damage of whatsoever nature, which the Bank may suffer or
                   sustain, arising from, or relating to the utilisation of the
                   facilities by any Additional Party in terms of this letter.

4.2      PROVISION OF INFORMATION

         The Bank requires the Customer, and the Customer undertakes by its
         signature hereto, to furnish the Bank with:

4.2.1              signed copies of annual audited financial statements in
                   respect of such parties as the Bank may require, as soon as
                   those financial statements are ready and available, but in
                   any event within a period of 90 days from the end of THE
                   financial year to which they relate;

4.2.2              such further information as the Bank may require, from time
                   to time.

4.3      MATTERS REQUIRING THE BANK'S CONSENT

         The Customer by its signature hereto, undertakes to the Bank that it
         will not and it will procure that its subsidiaries do not, without the
         Bank's prior written consent:

4.3.1              incur any further borrowings.

4.4      FURTHER UNDERTAKINGS

         The Customer by its signature hereto, undertakes to the Bank:

4.4.1              that it will approach the Bank first (unless it wishes to
                   approach a bank which is not situated in the Republic OF
                   South Africa) for the financing of any facility, to settle
                   the GSTBF, notwithstanding that the Bank has no obligation to
                   offer the aforesaid facility to the relevant party/ies, that
                   it will furnish the Bank with all the information which it
                   may request in regard to the above and that it will

<Page>

                                                                               6

                   give the Bank a reasonable time within which to make the
                   above offer, whereafter the Customer, may approach another
                   financier in respect thereof.

4.5          REDUCTION IN GSTBF

             Without prejudice to any of the Bank's right in terms of paragraph
             2 of Annexure A the Maximum Aggregate Limit in respect of the GSTBF
             shall automatically reduce to Nil on 7 April 2003, on which date
             all amounts in excess of the reduced Maximum Aggregate Limit shall
             be immediately due and payable to the Bank.

5.       ACCEPTANCE

         To indicate your acceptance of the aforegoing, kindly initial each page
         of the attached duplicate of this letter (including any annexures
         hereto), sign the acknowledgement on the final page of the letter as
         acceptance of the terms and conditions of the facilities and return
         same to the bank before 30 November 2002, in which event the Bank shall
         require (and the Customer by its signature hereto undertakes to provide
         to the Bank):

5.1          a certified copy of the memorandum and articles of association of
             the Customer, the Additional Parties, and all parties required to
             furnish the Bank with security in terms of this letter, as well as
             any special resolutions registered to date and/or any founding
             statements, association agreements, trust deeds, letters of
             authority or other documents as the Bank may request;

5.2          a certified copy of a supporting resolution in relation to this
             facility letter along the lines of the enclosed specimen.

6.       CONFLICT

6.1          The terms and conditions of this letter, any annexures to this
             letter and any separate terms and conditions (embodied in writing)
             or written agreements relating to a facility, shall be read
             together, provided that should a conflict exist or arise:

6.1.1              the separate terms and conditions relating to a particular
                   facility shall prevail; and

6.1.2              the contents of this letter shall prevail over any annexures
                   hereto.

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                                                                               7

6.2                To the extent there are any undertakings, warranties or the
                   like by the Customer or any other party, contained in this
                   letter or any of its annexures, such undertakings, warranties
                   or the like do not in any way prejudice or detract from the
                   Bank's rights with respect to facilities that are repayable
                   or terminable in terms of paragraph 2 of annexure A.

Yours faithfully
/s/ David Austen p.p.
W. Van Der Merwe
ACCOUNT EXECUTIVE


 TERMS AND CONDITIONS ACCEPTED

SIGNED AT    JOHANNESBURG              ON                7 OCTOBER

For:     Durban Roodepoort Deep, Limited (Registration Number:  1895/000926/06)


Signature:   /s/ Ian Murray                     IAN MURRAY
             --------------

Physical
Address:     45 Empire Road
             PARKTOWN
Tel:         381-7807
Fax:         482-4643


             Signature Verified
             For The Standard Bank of South Africa

             (Signed) Manager Sale Support


[LAST SIGNED ON 7 OCTOBER 2002]

##
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                                                                               8



[PICTURE OMITTED]



<Page>
                                                                               9

GENERAL TERMS AND CONDITIONS

1.       DEFINITIONS

1.1      In this annexure, words and phrases shall, unless the context indicates
         otherwise, or the relevant word or phrase is defined separately in this
         annexure, bear the meanings assigned to them in the letter of offer
         ("the offer letter") to which this document forms an annexure.

1.2      The offer letter together with all annexures thereto is referred to as
         "the facility letter".

2.       DURATION AND REPAYMENT OF FACILITIES

         Subject to any contrary provisions with respect to a particular
         facility (or a particular instrument) contained in the offer letter, or
         in any other annexures to the offer letter or in any other written
         agreement:

2.1      each facility may be terminated by the Bank BY notice to the Customer
         to that effect in which event the relevant facility/ies shall either be
         cancelled forthwith or from any subsequent date stated in that notice:
         and/or

2.2      the Bank may, by notice to the Customer, require all amounts
         outstanding under all or a particular facility/ies (or instrument/s) to
         be repaid immediately or by any later date stated in such notice;
         and/or

2.3      the aggregate maximum limit for each facility may be reduced by the
         Bank by notice to that effect to the Customer, in which event all
         amounts in excess of the limit/s so reduced shall become immediately
         repayable.

3.       INTEREST

3.1      Interest shall be:

3.1.1    payable at a rate which shall initially be determined and may
         subsequently be altered from time to time by the Bank;

3.1.2    calculated on the daily balance owing under a facility, notwithstanding
         that such balance may have been increased by the debiting of interest
         to such balance;

3.1.3    calculated on the basis of a 365 day year factor, irrespective of
         whether or not the year in question is a leap year.

3.2      Any excess availment above the agreed limit for a facility, shall
         without prejudice to any outer rights the Bank may have, attract
         additional interest at a rate of 2.5% p.a.

4.       EXCHANGE CONTROL

         Should the Customer (or any Additional Party) become subject to the
         provisions of Exchange Control Regulation 3(1)(f) the Customer warrants
         that the facilities will be duly reported in the Exchange Control
         questionnaire (Form MP79(a)) submitted annually by the Customer (or
         Additional Party, as the case may be).

 5.      CERTIFICATE

         A certificate signed by any manager of the Bank (whose appointment or
         authority need not be proved) as to any amount owing to the Bank under
         the facility letter, the rates of interest and any other fact stated
         therein, shall be prima facie proof of the content of such certificate.

 6.      PENALTY INTEREST

         All amounts payable to the Bank in terms of the facility letter which
         are not paid on the due date thereof shall with effect from that date
         bear interest at the rate of 2,5% (two comma five per cent) per annum
         above "Prime" which is defined below, compounded monthly in arrears,
         without prejudice to any right which the Bank may otherwise have as a
         result of that non-payment. "Prime" is the publicly quoted basic rate
         of interest per annum ruling from time to time (as certified by any
         general manager or director of the Bank, whose appointment it shall not
         be necessary to prove) at which the Bank lends on overdraft.

7.       FREE OF DEDUCTION

         All amount paid to the Bank under the facility letter shall be made
         free of deduction or set-off. Should the Customer (or any Additional
         Party) be compelled by law to withhold or deduct any taxes or other
         charges from any amounts payable to the Bank, the amounts payable to
         the Bank shall be increased to the extent necessary to ensure that the
         Bank receives the amounts payable, free of such withhold or deduction.

8.       ALLOCATION OF PAYMENTS

         The Bank will be entitled to allocate any payments received under the
         facility letter to any indebtedness of the Customer (or any Additional
         party) to the Bank and the Customer waives any rights it may have to
         name the debt in respect of which payment is made.

9.       WARRANTIES

         The Customer by its signature hereto, represents and warrants to the
         Bank throughout the currency of the facility letter that:

9.1      it is a corporation duly registered and existing under the laws of the
         Republic of South Africa (if the Customer is cited as a corporation in
         this letter):

9.2      it has full power to enter into and perform in terms of the facility
         letter and has taken all necessary corporate and other actions to
         authorize the borrowings hereunder, including such steps as may be
         necessary to comply with the provisions of Article 60 of Table A or
         Article 61 of Table B of the Companies Act 1973 (as amended) if
         applicable;

9.3      the facilities constitute legal, valid, binding and enforceable
         obligations of the Customer;

9.4      no litigation, arbitration or administrative proceeding is presently in
         progress or, to the knowledge of the Customer, pending or threatened
         against it, or any of its assets or assets to be acquired which relate
         to the facilities or which would have a materially

<Page>
                                                                              10


         adverse effect on the financial condition of the Customer;

9.5      it has disclosed to the Bank any and all material information which may
         have affected the Bank's decision to grant the facilities.

10.      CHANGE IN CIRCUMSTANCES/COMMITMENT FEE

10.1     Notwithstanding anything contained in the facility letter to the
         contrary, if any change in or introduction of any law, regulation,
         ruling, directive, policy and/or guidelines or any other similar event
         with which the Bank or any of its divisions is obliged to comply and/or
         which is in accordance with the practice of a responsible banker, or
         any interpretation or administration thereof, results in any increase
         to the Bank in the cost of maintaining and/or providing any of the
         facility options or any unutilized portions thereof, the Bank reserves
         the right to recover such additional costs from the Customer on demand.

10.2     As the Bank is obliged in terms of current legislation to observe
         reserving requirements for maintaining unutilized facilities where
         commission is payable funds is for periods in excess of 365 days, the
         Bank reserve the right to levy a commitment fee at its usual rates
         prevailing from time to time and in accordance with normal banking
         practice, for keeping any unused portion of the facilities at the
         Customer's disposal.

11       LEGAL CHARGES

         All legal costs/fees (on the attorney and own client scale) and other
         charges and expenses in connection with the facilities including but
         not limited to all costs incurred by the Bank in the enforcement of any
         of its rights under the facility letter, the preparation of the
         facility letter or any other documentation in relation hereto, the
         registration and eventual cancellation of any mortgage bonds referred
         to in the facility letter, and the premiums on any insurance
         policy/ies) which may be ceded to the Bank together with the stamp duty
         due on the required security documents, will be for the account of the
         Customer and payable on demand.

12.      WHOLE AGREEMENT,. VARIATION OF TERMS, NO INDULGENCE

12.1     The agreement created upon acceptance of the facility letter by the
         Customer shall constitute the whole agreement between the Bank and the
         Customer relating to the subject matter of the facility letter.

12.2     Save for an amendment referred to in the paragraph headed 'Switching
         between Facilities' no variation or amendment or consensual
         cancellation of any of the terms contained in the facility letter shall
         be of any force or effect unless it is recorded in writing and is
         signed on behalf of the Bank by one of its authorised officials and
         accepted by the Customer.

12.3     No indulgence shown or extension of time given by the Bank shall
         operate as an estoppel against the Bank or waiver of any of the Bank's
         rights unless recorded in writing and signed by the Bank.

12.4     The Bank shall not be bound by any express or implied term.
         representation, warranty, promise or the like not recorded herein,
         whether it induced the conclusion of any agreement and/or whether it
         was negligent or not.

13.      SEVERABILITY

         Each provision of the facility letter is severable, the one from the
         other and, if at any time any provision is or becomes or is found to be
         illegal, invalid, defective or unenforceable for any reason by any
         competent court, the remaining provisions shall be of full force and
         effect and shall continue to be of full force and effect.

14.      GOVERNING LAW

         The terms of the facility letter shall be governed by and interpreted
         in accordance with the laws of the Republic of South Africa.

15.      DOMICILIUM AND NOTICES

15.1     The Customer chooses as its domicilium citandi et executandi for all
         purposes in connection with the facility letter at the address set out
         under its acceptance of the facility letter. Such domicilium may be
         changed to another physical address within the Republic of South Africa
         upon 14 days written notice to the Bank,

15.2     Any notices sent/delivered to the Customer shall be deemed to have been
         received, if sent/ delivered to this paragraph:

15.2.1   by hand, on the date of delivery;

15.2.2   by prepaid post, 7 days after the date of posting;

15.2.3   by telex or telefacsimile, on the first business day (being a day which
         is not a Saturday, Sunday or Public Holiday in the Republic OF South
         Africa) following transmission

15.3     notwithstanding anything to the contrary in this paragraph a written
         notice or other communication actually received by any party shall be
         adequate written notice or communication to it notwithstanding that the
         notice was not sent to or delivered at its chosen address.

16.      CESSION

         Neither the Customer nor any Additional Parties shall be entitled to
         cede or delegate their rights and/or obligations in terms of the
         facility letter to any party without the prior written consent of the
         Bank.


<Page>
                                                                              11


17.      ARBITRATION

         If any claim by the Bank in connection with the facilities or
         indebtedness to the Bank should be disputed, the matter in dispute may
         at the Bank's option be referred to arbitration in accordance with the
         arbitration laws of the Republic OF South Africa.

18.      DISCLOSURE OF INFORMATION

         The Customer authorises the Bank to furnish Standard Bank Investment
         Corporation Limited, any other subsidiary or associate company of
         Standard Bank Investment Corporation Limited, and any cessionary of the
         Bank's rights in terms hereof with any information/documentation they
         may request regarding the facilities, the Additional Parties or the
         Customer.

19.      SWITCHING BETWEEN FACILITIES

         The Customer shall be entitled to request that all or part of any
         unutilised portions of the maximum aggregate limit for a particular
         facility be allocated to another facility. Should the Bank agree to
         such request and whether such agreement is notified to the Customer or
         not, the maximum aggregate limits for the facilities in question shall
         be deemed to be amended accordingly. If a re-allocation is made in
         terms of this clause to a type of facility not previously granted, such
         new facility will be deemed to have been incorporated in the offer
         letter and accordingly in the definition of "the facilities", and the
         maximum aggregate limit for such facility shall be the amount allocated
         thereto.

         In the event of the maximum aggregate limit ('the limit") of any of the
         facilities being exceeded at any time, the Bank may without notice and
         without prejudice to any of its other rights as a result of such
         breach, in its sole discretion elect to eliminate such excess by
         appropriating the whole or any portion of the limit/s allocated to the
         remaining facilities which are not utilised to increase the limit of
         the facility which is in excess.

20.      EVENTS OF DEFAULT

20.1     For the purposes of the facility letter each of trio following events
         shall be regarded as an event of default:

20.1.1   if the Customer fails to pay any sum due by it to the Bank or to
         Standard Bonk investment Corporation Limited or any other subsidiary or
         associate company of Standard Bank Investment Corporation Limited, on
         the due date therefor,

20.1.2   if the Customer defaults in the due and punctual performance of my
         other obligation under the facility fetter or under any other written
         agreement between the Customer and the Bank or between the Customer and
         Standard Bank Investment Corporation Limited or any other subsidiary of
         associate company of Standard Bank Investment Corporation Limited;

20.1.3   if any representation, or warranty or undertaking made or represented
         either in respect of the Customer in or pursuant to the facility letter
         or in any documents delivered under the facility letter, is not
         complied with or is incorrect in any respect;

20.1.4   if the Customer is deemed to be unable to pay its debts in accordance
         with the provisions of section 345 of the Companies Act, 1973 (as
         amended) or otherwise defaults generally in the payment of its
         liabilities;

20.1.5   if a resolution is taken by the members or shareholders of the Customer
         or the members or shareholders of any surety/guarantor for the
         Customer's indebtedness to the Bank, to voluntarily wind-up any of the
         said parties or if any of the said parties or any of their assets
         become subject to any sequestration, liquidation or judicial management
         order, whether provisional or final, or if any trustee, liquidator.
         curator, judicial manager or any similar officer is appointed in
         respect of any of the said parties or any of their assets;

20.1.6   if the Customer or any surety/guarantor for the Customer's indebtedness
         to the Bank, is unable to pay its debts. suspends or threatens to
         suspend payment of all or a material part of (or of a particular type
         of) its indebtedness to any other creditors, commences negotiations or
         takes any other step with the view to the deferral, rescheduling or
         other readjustment of all of (or alt of a particular type of) its
         indebtedness to creditors (or of any part of such indebtedness which it
         will or might otherwise be unable to pay when due), proposes or makes a
         general assignment or an arrangement or composition with or for the
         benefit of its creditors or a moratorium is agreed or declared in
         respect of or affecting all or a part of the indebtedness of the
         Customer or of any surety/guarantor for the Customers indebtedness to
         the Bank (as the case may be):

20.1.7   if an attachment, execution or other legal process is levied, enforced,
         issued or sued out on or against any assets of the Customer or of any
         surety/guarantor for the Customers Indebtedness to the Bank, and is not
         discharged or stayed within 30 (thirty) days;

20.1.8   if at any time, the amount outstanding under a facility granted to the
         Customer exceeds the maximum aggregate limit for that facility, or the
         total amounts outstanding under all of the facilities exceed the total
         of the maximum aggregate limits for each facility;

20.1.9   if any sureties in respect of the Customer's indebtedness; to the Bank
         deliver a valid and effective notice of termination of liability under
         such suretyship;

20.1.10  if the auditors of the Customer in any financial statements of the
         Customer published after the signature of the Customer to the facility
         letter materially qualifies that annual statement in

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                                                                              12


         any respects or inserts a note in the supporting documents to that
         financial statement relating to any material irregularity;

20.1.11  if there is a material deterioration in the Customer's financial
         position. "Material deterioration" shall mean material deterioration In
         the Bank's, reasonable opinion.

20.1.12  if the Customer embarks on any process or concludes any transaction in
         terms of which the Customer acquires or wilt acquire its own shares, or
         in terms of which the Customer assists or proposes to assist one of its
         subsidiaries to purchase shares in 'the Customer or in terms of which a
         payment will be made to shareholders in terms of S90 of the Companies
         Act 61 of 1973, as amended, without the prior written consent of the
         Bank;

20.1.13  if the Customer embarks on any process or concludes any transaction in
         terms of which the Customer assists, or proposes to assist its holding
         company to acquire its own (i.e. the holding company's) shares or where
         the Customer acquires shares in its holding company;

20.1.14  should the Bank become aware, at any time, of a fact or circumstance
         (whether same was present at or before the time of acceptance of this
         facility letter by the Customer or arose thereafter), which in the
         reasonably exercised opinion of the Bank has, or could in the future
         have, an adverse effect on the Customer's ability to perform any of Its
         obligations to the Bank in terms of the facility letter, or prejudice
         the Bank's position with respect to the facilities in any other way;

20.1.15  any of the above paragraphs apply to any Additional Party.

20.2     The Bank may without prejudice to any other rights hereunder or at law,
         at any time after the happening of an event of default, by written
         notice to the Customer:

20.2.1  decline any request by the Customer (or any Additional Party) to draw
        down any further monies under the facilities (or any one or more of
        them) or to further utilize / or avail of any of the facilities (or any
        one or more of them); and/or

20.2.2   require on demand payment of all indebtedness under the facilities (or
         any one or more of them) which is then outstanding and whether or not
         it is then due for payment, and upon any such demand all that
         indebtedness shall immediately become due and payable; and/or

20.2.3   require on demand cash security for any contingent liabilities under
         the facilities to the Bank. 20.2.4 The Bank's rights under this
         paragraph shall not be exhaustive but shall be in addition to and
         without prejudice to any other rights which it may have under the
         facility letter or law.

20.4     The contents of this paragraph shall not derogate from the Bank's
         rights in relation to any facilities which are repayable and/or
         terminable on demand.

TERMS AND CONDITIONS OF SPECIFIC FACILITIES

1.       DEFINITIONS

1.       In this annexure, words and phrases shall unless the context indicates
         otherwise, or the relevant word or phrase is defined separately in this
         annexure, bear the meanings assigned to them in the offer letter ('the
         offer letter") to which this document forms an annexure.

1.1      The offer letter together with all annexures thereto is referred to as
         "the facility letter'.

2.       AVAILMENT OF SPECIFIC FACILITIES

         The Customer shall only be entitled to avail of those facilities
         referred to in the offer letter, which facilities shall in addition to
         the terms and conditions contained in the offer letter and any other
         annexures thereto and arty separate agreement pertaining to such
         facilities, be subject to the relevant terms and conditions for each
         facility as set out in this annexure.

3.       GSTBF

3.1      AVAILABILITY

3.1.1    Subject to the availability of a particular instrument at a particular
         time and any contrary indication in the offer letter or thereafter, any
         of the instruments referred to below may be utilised provided that the
         aggregate amount outstanding at any point In time, under such
         instruments together with any limit afforded to the Customer for a
         Revolving Credit Facility, shall not exceed the aggregate maximum limit
         granted to the Customer for GSTBF and, neither the Customer nor any of
         the Additional Parties shall be entitled to utilise an Instrument to
         the extent that such utilisation would result in the said aggregate
         maximum limit being exceeded.

3.1.2    Should:

3.1.2.1  there be any change in legislation or in the departmental practice of
         arty authority, and in particular without limiting the generality of
         the aforegoing, any change it the Income Tax Act 1962 (as amended) or
         the Banks Act 1990 (as amended) or any regulations made in terms
         thereof, or in the interpretation or application of any such
         legislation or departmental practice, by any court or competent
         official; or

3.1.2.2  there be any change in banking practice as it affects or is applied by
         the Bank and any other financial institution registered in terms of the
         Banks Act 1980 (as amended); or

3.1.2.3  any other event occurs which is beyond the control of the Bank;
         with the result that an instrument offered in terms hereof is no longer
         made available, the Bank may notify the Customer in writing that the
         affected instrument will no longer be made available and the Customer
         shall, within 5 (five) days of the despatch of such notice elect (or
         procure that any Additional Party Wising an affected instrument under
         the provisions of the facility letter elects):

3.1.2.3.1 to utilize one or more of the other instruments offered under the
         GSTBF;

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                                                                              13


3.1.2.3.2 or to settle the amount owing under the affected instrument.

3.2      INSTRUMENTS COMPRISING GSTBF

3.2.1    OVERDRAFT
         INTEREST

         The initial rate of interest on the overdraft shall be the Bank's Prime
         overdraft interest rate, which is the publicly quoted basic rate of
         interest per annum (as certified by any manager of the Bank, whose
         appointment it shall not be necessary to prove) at which the Bank lends
         on overdraft. Such interest will be payable monthly in arrears and be
         debited to the relevant current account or, a day convenient to the
         Bank, once in each calendar month in arrears.

3.2.2    CALL LOANS
         INTEREST
         The rate applicable to each call loan, shall be the rate quoted to the
         Customer (or an Additional Party) by the Bank prior to the availment of
         each such call loan and the Bank shall be entitled to adjust the rate
         at its discretion on a daily balls. Interest shall be payable monthly
         in swears on dates convenient to the Bank in each calendar month and an
         the date of repayment of a call loan.

3.2.3    SHORT TERM LOANS
         INTEREST
         The rate applicable to each short term loan shall be the rate quoted by
         the Bank to the Customer (or an Additional Party) prior to the
         availment of each such short term loan. Interest shall be payable on
         the due date for repayment of a short term loan unless otherwise agreed
         between the Bank and the Customer (or an Additional Party). REPAYMENT
         Subject to the Bank's rights in terms of the paragraph headed "Duration
         and Repayment of Facilities" in the facility fetter, all amounts
         outstanding under each short term loan shall be repayable at the end of
         a period as stated by the Bank to the Customer (or any Additional
         Party) for each short term loan prior to the advance of each short term
         loan.

3.2.4    REVOLVING ACCEPTANCE CREDIT FACILITY AND FOREIGN CURRENCY FINANCE
         FACILITY The availment of the revolving acceptance credit facility and
         the Foreign Currency Finance Facility shall be subject to the Customer
         (or any Additional Party) having agreed to the Bank's separate terms
         and conditions pertaining to each of these particular facilities.

3.2.5    OFFSHORE TRADE AND WORKING CAPITAL LOANS

3.2.5.1  OFFSHORE LOAN PROVIDED BY STANDARD FINANCE ISLE OF MAN) LIMITED ("SFL")
         OR STANDARD BANK LONDON LIMITED ("SBL"): The availment of this facility
         shall be subject to SFL or SBL having agreed to grant the Customer (or
         Additional Party) such facility and the Customer (or the Additional
         Party, as the case may be) having accepted SFL's or SBL's separate
         terms and conditions pertaining to such facility (as the case may be).

         For the purposes of calculating the amount outstanding under the GSTBF,
         amounts owed to SFL or SBL under this facility shall also be taken into
         account and the equivalent rand amount utilised under this facility
         shall be calculated by nationally converting the balance outstanding
         under this facility on a daily basis, to the rand equivalent using the
         Bank's daily spot rate of exchange or the rate specified in an
         applicable forward exchange contract, as the Bank may in its sole
         discretion decide.

3.2.5.2  Offshore Loans provided by the Bank:
         Interest
         The rate applicable to each loan advanced by the Bank under this
         facility, shall be the rate quoted by the Bank to the Customer (or any
         Additional Party) prior to the advance of each such loan. Interest will
         be calculated on each loan on the basis of actual days elapsed on a 350
         day period (or 365 days for certain currencies determined by the Bank,
         such as [original unreadable] of each consecutive interest period (the
         duration of which will be the period agreed upon by the Bank and the
         Customer (or any Additional Party ) prior to the advance of each' loan)
         and on the date of repayment of the loan. unless otherwise agreed by
         the Bank.

         REPAYMENT

         All amounts outstanding under each offshore loan granted under this
         facility shall be repayable in the currency in which such loan was
         made.

         Should the Bank terminate this facility and require repayment of all
         amounts outstanding thereunder, the Bank shall be entitled, but not
         obliged, in its sole discretion, to advance funds under one of the
         other instruments made available under the GSTBF and to utilise the
         funds so advanced to settle or reduce the amounts owed to the Bank
         under this facility. Any funds advanced by the Bank in terms of this
         paragraph will be converted to the currency in which the offshore loans
         were made available, at the Bank's spot rate of exchange on the day on
         which the funds are used to settle or reduce the amounts outstanding
         under this facility or in the Bank's sole discretion the forward
         exchange rate provided for in any forward exchange contract which may
         he in force at the relevant point in time.

         CALCULATION OF RAND AMOUNT UTILISED

         For the purposes of calculating the total rand amount utilised under
         the GSTBF, the balance outstanding under this facility shall be
         notionally converted on a daily basis to the rand equivalent using the
         Bank's daily spot rate of exchange.

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                                                                              14


         EXCHANGE CONTROL APPROVAL

         This facility may only be utilised to the extent that such exchange
         control approval as may be required, has been obtained (proof of which
         has been furnished to the Bank).

3.2.6    OTHER INSTRUMENTS

         Any other instruments offered by the Bank as a GSTBF may be utilised,
         provided that the Bank has agreed thereto and that the Customer (or the
         relevant Additional Party, as the case may be) has executed any
         additional documentation which the Bank may require (failing any such
         requirements, the facility letter and the Bank's usual terms and
         conditions relating to such instrument, shall be applicable).

4.       DERIVATIVE PRODUCTS

4.1      The maximum aggregate amount of the value (or nominal value, as the
         case may be) of alt contracts which may be concluded under each
         derivative product shall not exceed the maximum aggregate limit
         recorded for each product in the offer letter.

4.2      It is recorded that to the extent such an - agreement has not already
         been concluded, the Bank and the Customer and any Additional Parties
         allowed to utilise the derivative products, intend negotiating the
         terms of a master agreement which is to be entered into between them in
         due course in relation to the derivative products. Such agreement will
         comprise the 1992 ISDA Master Agreement (Multicurrency Cross Border) as
         published by the International Swaps and Derivatives Association
         CISDA"), the schedule to be attached thereto, and any addenda which.
         may be attached, (collectively 'the Master Agreement'). Until such time
         as the said parties have finally agreed to the terms to be inserted in
         the aforesaid schedule and prior to the Master Agreement

         Parties who sign the facility letter, agree to be bound by and that the
         derivative products shall be subject to the Master Agreement, excluding
         addenda but including a schedule which shall be deemed to contain the
         following terms only:

4.2.1    for purposes of "Payments on Early Termination" under section 6(e) of
         the Master Agreement "Market Quotation" and "the Second Method", will
         apply;

4.2.2    the addresses referred to in clause to in clause 12(a) of the Master
         Agreement shall be:

4.2.2.1      in respect of the Bank:
             Attention : Legal Manager, Risk Management
             Division, Treasury Operations
             Standard Bank Centre
             Entrance 2
             3rd Floor
             3 Simmonds Street
             Johannesburg
             2001
             Telephone No. (011) 636-9773
             Fax No. (011) 636-1792

4.2.2.2  in respect of the Customer and the Additional Parties, the addresses
         set out under their acceptance of this facility letter;

4.2.3    the Governing Law in terms of clause 13(a) of the Master Agreement is
         South African Law;

4.2.4    the "Termination Currency" referred to in clause 14 of the Master
         Agreement means South African Rands.

         The Master Agreement and any confirmations issued in terms thereof
         shall, in the case only of the derivative products, prevail over the
         terms of the facility letter to the extent that a conflict exists
         between the two.

5.       GUARANTEES AND LETTER OF CREDIT FACILITIES

5.1      The aggregate amount of any and all guarantees and letters of credit
         issued by the Bank under guarantee and letter of credit facilities
         respectively shall at no time exceed the maximum aggregate limits for
         the respective facilities.

5.2      The rate of commission applicable to each guarantee/letter of credit
         issued shall be agreed upon at the time the request to issue a
         guarantee is made, or alternately, in the absence of such agreement,
         the Bank's usual rates of commission shall apply and shall be paid on
         demand by the customer.

5.3      Guarantees and letter of credit will only be issued by the Bank under
         the guarantee facility/letter of credit facility (as the case may be)
         in formats which are approved of by the Bank and upon the signature on
         behalf of the Customer (or the relevant additional party, as the case
         may be) of the Bank's usual form of application for the issue of a
         guarantee/letter of credit.

6.       BUSINESS MASTER CARD / CHEQUES MARKED / ELECTRONIC BANKING FACILITIES /
         STANNIC/TERM LOAN / PREFERENCE SHARE FACILITY / STRUCTURED FINANCE
         FACILITY / ANY FACILITY NOT SPECIFICALLY REFERRED TO IN THIS ANNEXURE
         AND WHICH IS OFFERED BY THE BANK TO THE CUSTOMER NO OR IN THE FUTURE

         Utilisation of the above facilities is subject to the Bank's usual
         terms and conditions pertaining thereto or, if so required by the Bank,
         to the Customer (or such Additional Parties, as the Bank may require)
         having accepted the Bank's or other entity's separate terms and
         conditions pertaining to the facility in question.




                                     ------

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                                                                              15




                         DURBAN ROODEPOORT DEEP, LIMITED
                                 ("the Company")


                  EXTRACT FROM A RESOLUTION OF THE DIRECTORS OF
                         DURBAN ROODEPOORT DEEP, LIMITED
                            PASSED ON 7 OCTOBER 2002


RESOLVED

1.       THAT the Company accepts banking facilities offered to it by The
         Standard Bank of South Africa Limited ("the Bank") as set out in the
         Bank's letter dated 7 October 2002 and which has been laid before and
         approved by this meeting. (Annexure A); and

2.       THAT Mr I.L. Murray, in his capacity as chief financial officer of the
         Company be and he is hereby authorised and empowered to accept on
         behalf of the Company the terms and conditions of the above facilities.


IT IS CERTIFIED THAT:

The borrowings contemplated in the facilities letter are within the borrowing
powers of the Company and its directors;

The proceeds of the facilities will be utilised for purposes falling within the
capacity of the Company; and

The specimen signature of the authorised signatory in terms of the above
resolutions is as follows:

(Signed)
I L MURRAY
CERTIFIED A TRUE COPY


                                                             7 - 10 - 2002
-----------------------                                      -------------
COMPANY SECRETARY                                            DATE



[LAST SIGNED 7 OCTOBER 2002]

</TEXT>
</DOCUMENT>
