<DOCUMENT>
<TYPE>EX-4.72
<SEQUENCE>11
<FILENAME>y68795exv4w72.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 4.72

                            (1) INVESTEC BANK LIMITED

                       (2) DURBAN ROODEPOORT DEEP LIMITED

                            -------------------------

                                 LOAN AGREEMENT

                           (REFERENCE NUMBER: DRD001)

                            -------------------------

<PAGE>

THIS LOAN AGREEMENT is dated 24 June 2004

BETWEEN

(1)   INVESTEC BANK LIMITED (incorporated in South Africa with registered
      number: 1969/004763/06) whose registered office is at 100 Grayston Drive,
      Sandown, Sandton ("IBL")

(2)   DURBAN ROODEPOORT DEEP LIMITED (incorporated in South Africa with
      registered number: 1895/000926/06) whose registered office is at 45 Empire
      Road, Parktown, Johannesburg ("DRD")

WHEREAS

IBL has agreed to make a loan of ZAR 100,000,000.00 (One Hundred Million Rand)
to DRD subject to the terms and conditions set out in this Loan Agreement.

1.    FACILITY

1.1   IBL agrees to make available a loan facility (the "Facility") to DRD
      subject to the terms and conditions set out in this Loan Agreement.
      Reference to the 'Facility' herein shall be to that part of the Facility
      that is drawn down at any time.

1.2   The total amount of the Facility is ZAR 100,000,000.00 (One Hundred
      Million Rand) which may be drawn down subject to the terms hereof.

2.    PURPOSE

      The Facility shall be used by DRD for general funding purposes.

3.    CONDITIONS PRECEDENT

      DRD shall not be entitled to draw down any part of the Facility until IBL
      has received as conditions precedent, in each case in the form and
      substance satisfactory to it, the documents, items and evidence specified
      in the Schedule to this Loan Agreement.

4.    DRAWDOWN

4.1   Subject to the satisfaction of the conditions precedent specified in
      Clause 3, DRD may draw down up to ZAR20,000,000.00 (Twenty Million Rand)
      of the Facility

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      on the day after signature hereof or any time thereafter but not later
      than the third day following signature hereof provided that DRD has given
      to IBL on the Business Day before the date of the proposed drawdown,
      notice of the proposed drawdown, such notice to be irrevocable and in a
      form acceptable to IBL.

4.2   The balance of the Facility may be drawn down at IBL's discretion. Any
      draw down notice shall be given in the form referred to in clause 4.1.

4.3   IBL may refuse to honour any draw down notice in its sole discretion.

5.    REPAYMENT

5.1   IBL shall be entitled at any time to call for repayment of such portion of
      the Facility as is drawn down at the time, by delivering a notice (the
      "Repayment Notice") to this effect in accordance with the terms hereof.
      The date of delivery of this notice shall be the 'Recall Date' for the
      purposes of this Loan Agreement.

5.2   Upon receipt of the Repayment Notice DRD may elect to repay the Facility
      in cash or by the issue of Shares (as defined below) to IBL or DRD may
      elect to repay the Facility partly in cash and partly by the issue of
      Shares. This election shall be exercised by the delivery of a notice (the
      "Election Notice") to IBL within one business day of the Recall Date. A
      failure to deliver an Election Notice shall be deemed by IBL to be an
      election by DRD to repay the Facility in cash.

5.3   In the case of a repayment of the Facility in cash or any part repayment
      in cash such repayment shall be made together with accrued interest
      thereon within 3 Business Days of the Repayment Notice.

5.4   The delivery of an Election Notice that the Facility shall be redeemed by
      the issue of Shares or partly by the issue of Shares shall be irrevocable.

5.5   In the case of a repayment by the issue of Shares, the provisions relating
      to interest shall not apply. Where repayment is partly in cash and partly
      by the issue of Shares the provisions relating to interest shall apply
      solely to that part of the Facility repaid in cash.

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<PAGE>

6.    PREPAYMENT

6.1   DRD may prepay the Facility without premium or penalty in whole or in part
      (but if in part, any prepayment shall be in integral multiples of Five
      Million Rand) and shall be paid solely on the last day of any Interest
      Period: Provided that DRD shall have given IBL not less than 3 Business
      Days' prior notice (which shall be irrevocable and binding). Such
      prepayment shall be made together with accrued interest on the amount
      prepaid.

6.2   DRD may not make any prepayment except in accordance with this Clause.

7.    INTEREST PERIODS

7.1   The period during which the Facility is outstanding will be divided into
      successive periods (each an "Interest Period"). The first Interest Period
      relating to the Facility shall commence on the drawdown date and each
      subsequent Interest Period shall commence on the expiry of the preceding
      Interest Period. Each Interest Period will be of a duration of one month
      provided that:

      7.1.1 if any Interest Period ends on a day which is not a Business Day,
            such Interest Period shall be extended to the next Business Day
            unless that would extend that Interest Period into the next
            following calendar month, in which event that Interest Period shall
            be shortened so as to end on the immediately preceding Business Day.

8.    INTEREST

8.1   Subject to Clause 9 below the rate of interest applicable to the Facility
      during each Interest Period shall be the rate per annum determined by the
      Calculation Agent to be the:

      8.1.1 Three month - JIBAR - Reference Banks plus 300 interest basis points

8.2   Interest is payable in arrears on the last day of each Interest Period and
      is calculated on the basis of the actual number of days elapsed and a 365
      day year.

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<PAGE>

8.3   Any certificate or determination by IBL as to any rate of interest payable
      in respect of the Facility shall (save for manifest error) be prima facie
      proof of the amount owing.

9.    ADDITIONAL INTEREST

      If DRD fails to pay any sum payable under this Loan Agreement on its due
      date, it will pay to IBL interest on such sum from the date of such
      failure to the date of actual payment (both before and after judgement) at
      3 per cent per annum over the cost of funds to IBL for such period as it
      remains in default. Such interest shall be payable at any time on demand.

10.   FEE

      DRD shall pay to IBL a fee determined to be 4.5% of the Facility which is
      drawn at any time and from time to time. This Fee shall be payable upon
      draw down of the respective portion of the Facility.

11.   REPAYMENT BY THE ISSUE OF SHARES

11.1  Any issue of Shares under these terms shall be subject to and in
      compliance with the shareholder approval requirements of the Nasdaq
      Marketplace Rules 4350 (i)(B), C and (D).

11.2  All Shares to be issued in repayment of the Facility or part of the
      Facility shall become issuable no later than the 60th calendar day
      following the Recall Date. For the purposes hereof, the period from the
      Recall Date to and including the 60th calendar day following the Recall
      Date shall be referred to as the 'Redemption Period' and the final day of
      this period shall be referred to as the 'Final Redemption Day'.

11.3  IBL may elect to have the Facility redeemed in tranches (each a
      "Redemption Tranche"), subject to each Redemption Tranche representing a
      repayment of at least Five Million Rand.

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<PAGE>

11.4  During the Redemption Period IBL shall telephonically notify DRD of the
      terms of a Redemption Tranche and confirm this notification by facsimile
      (the "Redemption Notification"). The date of any such telephonic
      notification shall be a 'Redemption Notification Date'.

11.5  Upon the delivery of a Redemption Notification the number of Shares
      determined in accordance with 11.6 shall be immediately issuable and be
      issued and delivered to IBL within 10 days of the Redemption Notification
      Date.

11.6  The number of Shares to be issued in respect of any Redemption Tranche
      shall be determined by dividing the Rand Facility Redemption Amount by the
      Rand Purchase Price, where;

      "Rand Facility Redemption Amount" means the amount of the Facility being
      redeemed in any Redemption Tranche as specified in the Redemption
      Notification relating thereto.

      " Rand Purchase Price" means an amount in Rand equal to the simple average
      of the Daily Volume Weighted Average Price of DRD on the Exchange for the
      10 Exchange Business Days immediately preceding the Redemption
      Notification Date.

      "Daily Volume Weighted Average Price" means an amount in Rand , calculated
      to the 4th decimal place, determined to be the total daily value of all
      main board trades on the Exchange divided by the total daily volume of all
      main board trades on the Exchange.

      "DRD" means the Durban Roodepoort Deep Limited fully paid ordinary share
      (Bloomberg Code: DUR SJ) on the Exchange.

11.7  Any part of the Facility remaining to be repaid on the Final Redemption
      Date shall be deemed to be the subject to a Redemption Notification deemed
      to be delivered on the Final Redemption Day.

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<PAGE>

12.   FEES AND EXPENSES

12.1  DRD will pay to IBL on demand all expenses (including legal and
      out-of-pocket expenses and together with Value Added Tax if any thereon)
      on a full indemnity basis incurred by IBL in connection with the
      enforcement of or preservation of any rights under this Loan Agreement or
      otherwise in respect of any monies owing hereunder.

12.2  DRD will pay all stamp, documentary registration and other similar duties
      (including any payable by IBL) in connection with this Loan Agreement
      and/or any document entered into pursuant hereto.

12.3  Each party shall bear its own expenses in connection with the preparation
      and finalisation of this Loan Agreement.

13.   PAYMENTS

13.1  DRD will make all payments and deliveries under or in respect of this Loan
      Agreement on the due date for value and immediately available funds to IBL
      at such account as IBL may from time to time instruct DRD.

13.2  If any payment becomes due on a day which is not a Business Day, the due
      date of such payment will be extended to the next Business Day unless such
      business day is in a new calendar month in which case such payment shall
      be made on the immediately preceding Business Day.

13.3  DRD will make all payments under the Facility without set-off or
      counter-claim and free and clear of any withholding or deduction (save as
      required by law) for any present or future taxes, Levies, duties or other
      charges. If DRD is obliged by law to make any such withholding or
      deduction, DRD will pay to IBL in the same manner and at the same time
      additional amounts to ensure that IBL receives a net amount equal to the
      full amount which it would have received if no such deduction or
      withholding had been required. DRD shall deliver to IBL on

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<PAGE>

      demand a certificate of deduction or other evidence satisfactory to IBL
      that any amount withheld or deducted has been paid to the appropriate
      authority.

13.4  IBL will maintain an account or accounts evidencing the amounts from time
      to time owing to it under the Facility. Such account or accounts shall
      (save for manifest error) be prima facie evidence of the amounts from time
      to time owing by DRD hereunder.

14.   REPRESENTATIONS AND WARRANTIES BY DRD

      DRD represents and warrants to IBL on the date of this Loan Agreement and
      on each date that the Facility is available or outstanding (with reference
      to the facts and circumstances then existing), as follows:

14.1  DRD is duly incorporated and validly existing under the laws of South
      Africa and has power to enter into this Loan Agreement;

14.2  all necessary corporate and other action to authorise the entry into and
      performance of this Loan Agreement has been taken by DRD, except for the
      shareholder approvals that may be required under the Nasdaq Market Place
      Rules 4350 (i)(B), (C) and (D) and the regulation of any Shares issued
      pursuant to this Loan Agreement under the US Securities Act of 1933, as
      amended, or the state securities laws of any US State;

14.3  this Loan Agreement constitutes its legal, valid and binding obligations
      in accordance with its terms, has been duly authorised and executed by it
      and does not and will not breach its Memorandum and Articles of
      Association or other relevant constitutional documents or any agreement or
      obligation by which it is bound or violate any applicable law;

14.4  its obligations under this Loan Agreement are its unconditional and
      unsubordinated obligations and rank at least pari passu with all other of
      its unsecured and unsubordinated indebtedness; and

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<PAGE>

14.5   all approvals, authorisations, consents, licenses, permissions and
       registrations which is necessary or advisable to obtain from any
       governmental public or other authority or without limitation any third
       party for the purpose of or relating to the Facility have been obtained
       and all provisions and conditions thereof have been complied with.

14.6   Neither DRD, any of DRD's affiliates nor any persons acting on behalf of
       them have engaged, or will engage in any directed selling efforts with
       respect to the Shares issued under this Loan Agreement (it being
       acknowledged that DRD is not making this representation and warranty with
       respect to actions of IBL or its affiliates).

15.    REPRESENTATIONS AND WARRANTIES BY IBL IN THE CASE OF ANY REPAYMENT BY THE
       ISSUE OF SHARES

       Terms used in this section 15 have the meaning given to them by
       Regulation S under the U.S. Securities Act of 1933, as amended (the
       "Securities Act").

15.1   IBL represents and warrants to DRD as follows:

15.1.1 IBL is not a U.S. person and if DRD issues Shares to IBL under this Loan
       Agreement, IBL will acquire those Shares in an offshore transaction
       pursuant to Regulation S. If IBL decides to offer, resell or otherwise
       transfer the Shares issued under this Loan Agreement during the
       Distribution Compliance Period it will only do so in an offshore
       transaction in accordance with the provisions of Rule 903 of Regulation
       S.

15.1.2 No sale, pledge, resale or other transfer of the Shares which may be
       delivered hereunder has been or will be made so as to transfer the Shares
       issued under this Loan Agreement into the United States or to or for the
       account or benefit of a U.S. person;

15.1.3 Neither IBL, any of IBL's affiliates nor any persons acting on behalf of
       them have engaged, or will engage in any directed selling efforts with
       respect to the Shares (it being acknowledged that IBL is not making this
       representation and warranty

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<PAGE>

       with respect to actions of DRD or its affiliates). IBL, each of IBL's
       affiliates and any person acting on their behalf have complied and will
       comply with the offering restriction requirements of Regulation S; and

15.1.4 IBL understands that the Shares issued under this Loan Agreement have not
       been and will not be registered under the Securities Act and may not be
       offered or sold within the United States or to, or for the account or
       benefit of, U.S. persons except in accordance with-Regulation S under the
       Securities Act or pursuant to an exemption from the registration
       requirements of the Securities Act. IBL represents and agrees that it
       will offer and sell Shares issued under this Loan Agreement (i) as part
       of their distribution, at any time and (ii) otherwise, until after the
       end of the Distribution Compliance Period, only in accordance with Rule
       903 of Regulation S, under the Securities Act or another applicable
       exemption from the registration requirements of the Securities Act (it
       being acknowledged that the Shares are not eligible for resale pursuant
       to Rule 144A under the Securities Act).

15.1.5 IBL shall, at or prior to confirmation of a sale of Shares issued under
       this Loan Agreement and pursuant to Regulation S, have sent to each
       distributor, dealer or person receiving a selling concession, fee or
       other remuneration that purchases Shares from it or through it, or up
       until expiration of the Distribution Compliance Period a confirmation or
       notice to substantially the following effect:

       "The Shares covered by this notice have not been registered under the
       United States Securities Act of 1933 (the "Securities Act") and may not
       be offered or sold or transferred within the United States or to or for
       the account or benefit of US. persons (i) as part of their distribution,
       at any time and (ii) otherwise, until after the period 40 days from
       whichever is the later of completion of the distribution of the Shares
       issued under this Loan Agreement as determined by IBC and the Final
       Redemption Date under the Loan Agreement pursuant to which the Shares
       have been issued, except in either case in accordance with Regulation S
       under the Securities Act and, in the case of (ii), in accordance with
       applicable United States

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       federal and state and securities laws. The Shares covered by this notice
       many not be deposited in any unrestricted American Depository Receipt
       Program relating to the Shares. You must not directly or indirectly
       engage in any short selling or hedging transaction with regard to the
       Shares, except as permitted by the Securities Act. Terms used above have
       meaning given to them by Regulation S.

15.1.6 IBL agrees that it will not directly or indirectly engage in any
       shortselling or hedging transactions with regard to the Shares issued
       under this Loan Agreement except as permitted under the Securities Act.

15.2   Distribution Compliance Period. "Distribution Compliance Period" means a
       period that begins when the Ordinary Shares are first issued by DRD under
       this Loan Agreement during a Redemption Period and continues until the
       expiration of the period 40 days from whichever is the later of
       completion of the distribution of the Ordinary Shares as determined by
       IBL and certified to DRD and the Final Redemption Date. IBL will give DRD
       written notices of the beginning of the 40 day Distribution Compliance
       Period at least 3 Business Days before the beginning of the Distribution
       Compliance Period.

15.3   Delivery of Shares. IBM hereby acknowledges and agrees that:

15.3.1 It and any distributor of the Shares issued under this Loan Agreement
       will not take delivery, in whole or in part, until it provides DRD with:

       (A) (i) a written certification that it is not a U.S. person and that the
       Loan Agreement has not being executed on behalf of a U.S. person; or (ii)
       a written opinion of counsel, reasonably acceptable to DRD, to the effect
       that the Loan Agreement and the Shares deliverable thereunder have been
       registered under the Securities Act (it being acknowledged that DRD has
       no obligation to register the Shares issued under this Loan Agreement) or
       are exempt from registration thereunder (it being acknowledged that the
       Shares issued under this Loan Agreement are not eligible for resale under
       Rule 144A under the Securities Act); and

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       (B) a written certification that IBL is not executing the Loan Agreement
       within the United States and that the Shares issued under this Loan
       Agreement are not to be delivered within the United States, except as
       otherwise permitted by Rule 903 of Regulation S, unless the Shares issued
       under this Loan Agreement are registered under the Securities Act or an
       exemption from such registration is available (it being acknowledged that
       the Shares issued under this Loan Agreement are not eligible for resale
       under Rule 144A under the Securities Act).

15.3.2 If the Shares issued under this Loan Agreement may be delivered in one or
       more parts, IBL will provide DRD with the items specified in
       sub-paragraph (a) above prior to each delivery.

15.4   Legend.

15.4.1 If the Shares issued under this Loan Agreement are issued in certificated
       form, any certificate representing the Shares, in whole or in part, shall
       bear the following legend:

       "The securities evidenced hereby have not been registered under the
       United States Securities Act of 1933, as amended (the "Securities Act"),
       and, accordingly, may not be offered, sold pledged or otherwise
       transferred within the United States or to, or for the account or benefit
       of, U.S. persons except as set forth in the following sentence. By its
       acquisition hereof, the holder (1) represents that it is not a U.S.
       person and is acquiring this security in an offshore transaction in
       compliance with Regulation S under the Securities Act, (2) agrees that it
       will not offer, sell, pledge or otherwise transfer this security except
       (a) to Durban Roodepoort Deep, Limited ("DRD") or any subsidiary thereof,
       (b) outside of the United States to a non-U.S. person in an offshore
       transaction in accordance with Rule 903 or Rule 904 of Regulation S, (c)
       pursuant to a registration statement which has been declared effective
       under the Securities Act (and the holder understands that DRD has no
       obligation to cause such a registration statement to become effective) or
       (d) pursuant to an exemption from registration under the Securities Act
       (and the holder understands that the security is not eligible for resale
       pursuant to Rule

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<PAGE>

       144A under the Securities Act), in each case in accordance with any
       applicable securities laws of any state of the United States, (3) agrees
       that this security may not be deposited in any unrestricted American
       Depositary Receipt Program relating to the security (a) as part of the
       distribution of this security at any time (b) otherwise, until after the
       applicable Distribution Compliance Period and, in the case of (b) in
       accordance with applicable United States federal and state securities
       laws and will deliver such certificates and legal opinions as may be
       requested by the issuer or the issuer's ADR depositary, to confirm that
       the deposit complies with the foregoing restrictions, (4) agrees that it
       will deliver to each person to whom this security or an interest therein
       is transferred a notice substantially to the effect of this legend, and
       (5) agrees that is will not directly or indirectly, engage in any hedging
       transaction with regard to this security or any American Depositary
       Receipt relating to this security except as permitted by the Securities
       Act. As used herein, the terms "offshore transaction, "United States" and
       "U.S. person" have the meanings given to them by Regulation S under the
       Securities Act.

15.4.2 If the Ordinary Shares are issued by DRD in uncertificated form, DRD will
       instruct The Bank of New York (the "Depositary") as depositary appointed
       under the Deposit Agreement, dated as of August 12, 1996, between DRD and
       the Depositary, as amended and restated on October 2, 1996 and as further
       amended and restated on August 6, 1998 (as so amended and restated, the
       "Deposit Agreement") to establish and administer DRD's unrestricted
       American Depositary Receipts facility (the "ADR Facility"), and the
       Depositary's custodians to refuse to accept any Shares for deposit in the
       ADR Facility until the expiration of the 40 day distribution compliance
       period identified in the following paragraph if the person depositing the
       Shares cannot give the Depositary or custodian a certificate to the
       effect of either paragraph (A) or (B) below.

       "Pursuant to a loan agreement dated June _24_, 2004 between Durban
       Roodepoort Deep, Limited ("DRD") and Investec Bank Limited ("IBL") and in
       reliance upon Regulation S under the U.S. Securities Act of 1933, as
       amended

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<PAGE>

       (the "Securities Act"), DRD has issued ______ ordinary shares of DRD (the
       "Ordinary Shares") to IBL (the "Reg. S Placement"). [Insert anything that
       identifies these Ordinary Shares.] The Ordinary Shares have not been
       registered under the Securities Act and may not be offered, sold or
       pledged or otherwise transferred in the United States or to or for the
       account or benefit of any U.S. persons or deposited in any unrestricted
       ADR Program relating to the Shares (i) as part of a distribution, at any
       time and (ii) otherwise, until forty days after the date whichever is the
       later of completion of the distribution of the Ordinary Shares as
       determined by IBL and certified to DRD and [insert the Final Redemption
       Date], except in either case in accordance with Regulation S under the
       Securities Act, pursuant to registration of the Shares under the
       Securities Act or pursuant to an exemption from registration in
       accordance with applicable United States federal and state securities
       laws.

15.4.3 Before DRD's Shares can be deposited into the ADR Facility, you must
       certify that either paragraph (A) or (B) is true, accurate and complete.

       (A)    That person is the beneficial owner of the Shares to be deposited
              and:

       (1)    that person did not acquire, did not agree to acquire and will not
              have acquired the Shares in the Reg. S Placement; and

       (2)    the Shares to be deposited are not among those Shares issued in
              the Reg. S Placement.

       (B)    That person is a broker/dealer acting on behalf of its
       client/customer and that person advises that its client/customer has
       confirmed to it that:

       (1)    the client/customer is the beneficial owner of the Shares to be
              deposited;

       (2)    the client/customer did not acquire, did not agree to acquire and
              will not have acquired the Shares in the Reg. S Placement; and

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<PAGE>

       (3)    the Shares to be deposited are not among those Shares issued in
              the Reg. S Placement."

15.4.4 In addition to the legend set forth in sub-paragraph (a) above, any
       certificate representing the rights and obligations under this Loan
       Agreement, in whole or in part, shall also bear the following legend:

       "The securities to be issued upon the execution of this Loan Agreement
       have not been registered under the Securities Act and the rights and
       obligations under this Loan Agreement may not be exercised in the United
       States or by or on behalf of any U.S. person unless registered under the
       Securities Act or unless an exemption from such registration is
       available."

15.4.5 IBL understands that the Shares issued under this Loan Agreement will be
       issued to it in reliance on specific exemptions from the registration
       requirements of United States federal and state securities laws, that the
       Shares issued under this Loan Agreement have not been registered with any
       state or federal securities commissions and that DRD is relying upon the
       truth and accuracy of the representations, warranties, acknowledgments
       and agreements of IBM set forth herein in order to determine the
       applicability of such exemptions,

15.4.6 IBL acknowledges for itself and each of its affiliates and any person
       acting on behalf of any of them that in connection with this Loan
       Agreement, the Shares or the American Depositary Receipts evidenced by
       the Shares it has not and will not, directly or indirectly, engage in any
       transaction or series of transactions that, although in technical
       compliance with Regulation S (a) is part of a plan or scheme to evade the
       registration provisions of the Securities Act, or (b) would require
       registration of the Ordinary Shares under the Securities Act.

15.5   In respect of Transfers and Subsequent Purchasers. DRD and IBL agree that
       neither party may transfer the rights and obligations conferred by this
       Loan Agreement, in whole or in part, without the prior written consent of
       the non-transferring party and that any transfer of the rights and
       obligations conferred by

                                       15
<PAGE>

       this Loan Agreement, in whole or in part, will be made in accordance with
       Regulation S. IBL agrees that, in addition to the restrictions on resale
       contained herein and before the expiration of the applicable Distribution
       Compliance Period, it may not transfer any portion of the Shares issued
       under this Loan Agreement to any party unless such party enters into an
       agreement with DRD containing representations, warranties and
       restrictions on resale substantially similar to those contained herein.

16.    RECORDAL

       Any Adjustment by the Calculation Agent for the purposes of this Loan
       Agreement shall be interpreted in accordance with the provisions
       contained in the Definitions. In this regard, DRD is referred, inter
       alia, to the definition of Potential Adjustment Event therein which,
       amongst others, includes any event that has a diluting or concentrative
       effect on the theoretical value of the Share. Where a Potential
       Adjustment Event has been declared the Calculation Agent shall make an
       adjustment to the terms of this Loan Agreement to reflect the extent to
       which the theoretical value of the Share is affected by the Potential
       Adjustment Event. This provision is not intended to amend the Definitions
       but is intended to record the effect that a Potential Adjustment Event
       may have to the terms of this Loan Agreement.

17.    UNDERTAKINGS

       DRD will provide to IBL such financial and other information relating to
       DRD as IBL may from time to time request.

18.    ADDITIONAL COSTS

       DRD will pay to IBL on demand any amount (not exceeding an amount
       calculated on the basis of market practice at the relevant time as
       certified by IBL) which IBL may from time to time certify to be necessary
       to compensate it for any increased costs or reduction in return resulting
       from compliance of any change in, or in the interpretation of, any law or
       regulation or any official directive or request

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<PAGE>

       (whether or not having the force of law) including without limitation any
       relating to mandatory liquid asset and special deposit requirements.

19.    ILLEGALITY

       If at any time it is unlawful, or contrary to any requests from or
       requirement of any central bank or other fiscal monetary or other
       regulatory authority, for IBL to make, fund or allow to remain
       outstanding all or any part of the Facility, then IBL will promptly after
       becoming aware of the same deliver to DRD a certificate to that effect
       and DRD shall on such date as IBL specify repay the Facility together
       with accrued interest and any other amounts then due to IBL hereunder.
       Where such illegality relates to the repayment of the Facility by the
       issue of Shares then DRD shall be obligated to repay the Facility in
       cash.

20.    EVENTS OF DEFAULT

       20.1   Each of the following events will constitute an Event of Default:

       20.1.1 DRD fails to pay any sum payable under this Loan Agreement on the
              due date; or

       20.1.2 DRD fails to observe and perform any other obligations under this
              Loan Agreement or is in breach or becomes in breach of any
              representation or warranty given by it in this Loan Agreement in
              any respect; or

       20.1.3 any financial obligations of DRD become prematurely payable or any
              creditor in respect thereof becomes entitled to declare any such
              obligation prematurely payable or any such obligation is not paid
              when due or any security therefor becomes enforceable; or

       20.1.4 a receiver or other similar officer is appointed of or in relation
              to DRD or the whole or any part of its undertaking, assets, rights
              or revenues; or

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<PAGE>

       20.1.5 any encumbrancer takes possession of or a distress, execution,
              sequestration or other similar process is levied or enforced upon
              the whole or any part of its undertaking, assets, rights or
              revenues; or

       20.1.6 DRD ceases to carry on the whole or a substantial part of its
              business or stops or suspends payment of its debts or proposes or
              enters into any composition, scheme, compromise arrangement with
              or for the benefit of its creditors generally or any class of
              them; or

       20.1.7 DRD becomes insolvent or any petition or other action is presented
              or taken and any order is made by any court or any meeting is
              convened for the purpose of considering any resolution or any
              resolution is passed for the winding-up, liquidation or
              dissolution of DRD.

20.2   At any time after the occurrence of an Event of Default IBL may by
       written notice to DRD terminate its obligations under this Loan Agreement
       and/or demand immediate repayment of the Facility together with accrued
       interest and all other sums due hereunder and DRD will comply with such
       demand forthwith.

21.    WAIVERS

21.1   No failure or delay on the part of IBL to exercise any power, right or
       remedy under this Loan Agreement shall operate as a waiver thereof nor
       shall any single or partial exercise by it of any power, right or remedy
       preclude any other or further exercise thereof or the exercise of any
       other power, right or remedy.

21.2   The remedies provided in this Loan Agreement are cumulative and not
       exclusive of any remedies provided by law.

22.    SET-OFF

22.1   IBL may, without prior notice to DRD, apply any credit balance (whether
       or not then due and in whatever currency) which is at any time held by
       any office or branch of IBL for the account of IBL in or towards
       satisfaction of any sum then

                                       18
<PAGE>

       due and payable from DRD under this Loan Agreement and in respect of
       which a default in payment has occurred.

22.2   For the purposes of exercising any rights under this Clause, or any
       rights under the general law, IBL may convert or translate all or any
       part of any such a credit balance into another currency applying a rate
       which in its opinion fairly reflects prevailing rates of exchange.

22.3   IBL is not obliged to exercise any of its rights under this Clause, which
       shall be without prejudice and in addition to any rights under the
       general law.

22.4   In this Clause "rights under the general law" means any right of set-off,
       combination or consolidation of accounts, lien or similar right which IBL
       has under any applicable law.

23.    INDEMNITIES

       DRD shall on demand indemnify IBL against any liability, loss or expense
       which IBL shall certify as incurred by it as a consequence of a default
       in payment by DRD of any sum under this Loan Agreement when due, any
       repayment or prepayment of the Facility or part thereof being received
       otherwise and on the last day of an Interest Period Facility; the early
       breaking, termination or reversing (in whole or in part) of any agreement
       or arrangement entered into by DRD with IBL or any third party for the
       purpose of or in connection with fixing, capping the rate of or otherwise
       hedging interest payable under this Loan Agreement or the Facility not
       being drawndown for any reason after a drawdown notice has been given
       including in any such case, but not limited to, any loss of profit and
       any loss or expense incurred in maintaining or funding the Facility or
       any sum or in liquidating or redeploying deposits from third parties
       acquired are contracted for in order to effect or maintain the same.

                                       19
<PAGE>

24.    CURRENCY

       If , under any applicable law or regulation or pursuant to a judgment or
       order being made or registered against or the liquidation of DRD or
       without limitation for any other reason, any payment under or in
       connection with this Loan Agreement is made or falls to be satisfied in a
       currency ("the payment currency") other than the currency which such
       payment is expressed to be due under or in connection with this Loan
       Agreement ("the contractual currency") then, to the extent that the
       amount of such payment is actually received by IBL, when converted into
       the contractual currency at the applicable rate of exchange, falls short
       of the amount due under or in connection with this Loan Agreement DRD as
       a separate and independent obligation shall indemnify and hold harmless
       IBL against the amount of such shortfall. For the purposes of this
       Clause, the "applicable rate of exchange" means the rate at which IBL is
       able on or about the date of such payment to purchase, in accordance with
       its normal practice, the contractual currency with the payment currency
       and shall take into account (and DRD shall be liable for) any premium or
       other costs of exchange including any taxes incurred by reason of any
       such exchange.

25.    COUNTERPARTS

       This Loan Agreement may be executed in any number of counterparts in
       which case this Loan Agreement will be as effective if all signatures on
       the counterparts were on a single copy of this Loan Agreement.

26.    ASSIGNMENT

26.1   DRD may not assign or transfer any of its rights or obligations under
       this Loan Agreement.

26.2   Subject to the provisions of Clause 15 hereof IBL may assign or transfer
       all or any of its rights and obligations under this Loan Agreement to any
       party. DRD will enter into all documents specified by IBL to be necessary
       to effect any such assignment or transfer.

                                       20
<PAGE>

27.    NOTICES

27.1   Every notice or other communication under this Loan Agreement shall be in
       writing and may be delivered by letter or facsimile transmission
       despatched to the other party at its address or facsimile number stated
       below or such other address or facsimile number as may from time to time
       be notified to the other party for this purpose.

       INVESTEC BANK LIMITED

       All notices to be addressed for the attention of Milton Samios, Investec
       Bank Limited, 100 Grayston Drive, Sandown Sandton.

       Facsimile Number: (011) 286 7371

       DURBAN ROODEPOORT DEEP LIMITED

       Address: 45 Empire Road, Parktown, Johannesburg/ For the attention of
       Anton Lubbe.......

       Facsimile Number: +27 (11) 482 1022.......

27.2   Every notice or other communication shall, unless otherwise provided for
       in this Loan Agreement, be deemed to have been received (if sent by post)
       72 hours after despatch and (if delivered by facsimile transmission) at
       the time of delivery or despatch if during normal business hours in the
       place of intended receipt on a working day in that place and otherwise at
       the opening of business in that place on the next such working day,
       provided that any notice or communication to be made or delivered shall
       only be effective when actually received.

28.    LAW

28.1   This Loan Agreement shall be governed by and construed in accordance with
       South African law.

                                       21
<PAGE>

28.2   The parties irrevocably agree that the courts of South Africa shall have
       jurisdiction to hear and determine a suit, action or proceeding, and to
       settle any disputes, which may arise out of or in connection with this
       Loan Agreement and for such purposes hereby irrevocably submit to the
       jurisdiction of such courts.

28.3   Nothing contained in this clause shall limit the right of IBL to take
       proceedings against DRD in any other court of competent jurisdiction, nor
       shall the taking of any such proceedings in one or more jurisdictions
       preclude the taking of proceedings in any other jurisdiction, whether
       concurrently or not (unless precluded by applicable law).

29.    INTERPRETATION

       In this Agreement:

29.1   This agreement is referred to herein as the "Loan Agreement"

29.2   This Loan Agreement incorporates and is subject to the terms of the ISDA
       Master Agreement between the parties which is executed and delivered as a
       condition precedent hereto (the "ISDA Agreement").

29.3   This Loan Agreement is subject to and incorporates the 2000 ISDA
       Definitions and the 2002 Equity Derivative Definitions (the
       "Definitions") as published by the International Swaps and Derivatives
       Association, Inc. ("ISDA").

29.4   In the event of any inconsistency between the Loan Agreement and the ISDA
       Agreement, the Loan Agreement shall prevail. In the event of any
       inconsistency between the Definitions and the Loan Agreement, the Loan
       Agreement shall prevail.

29.5   The Loan Agreement constitutes a Confirmation as defined and referred to
       in the ISDA Agreement.

29.6   "Business Day" means a day on which banks are open for business in South
       Africa and New York;

                                       22
<PAGE>

29.7   "Share" and "Shares" means ordinary fully paid shares of Durban
       Roodepoort Deep Limited which are listed on the JSE Securities Exchange
       South Africa ("JSE") and which may be identified by the JSE code "DUR";
       and

29.8   For the purposes of this Loan Agreement the following elections shall be
       made in respect of terms defined in the Definitions;

       "Exchange" means the JSE Securities Exchange of South Africa.

       "Business Day Convention" means "Following".

       "Related Exchange(s)" means "All Exchanges" as defined in the
       Definitions.

       "Calculation Agent" means Investec Bank Limited.

       "Clearance System" means STRATE.

       For the purposed of "Adjustments", "Method of Adjustment" shall be
       "Calculation Agent Adjustment".

       For the purpose of "Extraordinary Events", the following elections are
       made:

              in respect of "Consequences of Merger Events", "Modified
              calculation Agent Adjustment" in the case of "Share-for-Share",
              "Share-for-Other" and "Share for Combined",

              and in respect of "Consequences of Tender Offers" "Modified
              calculation Agent Adjustment" in the case of "Share-for-Share",
              "Share-for-Other" and "Share for Combined",

              "Composition of Combined Consideration" shall be "Not Applicable",
              and

              Calculation Agent Adjustment shall apply in respect of
              "Nationalisation, Insolvency or Delisting".

       "Non Reliance" shall be "Applicable".

                                       23
<PAGE>

       "Agreements and Acknowledgements regarding Hedging Activities" shall be

       "Applicable".

       Additional Acknowledgements shall be "Applicable".

IN WITNESS whereof this Loan Agreement has been executed on the date stated
above.

                                       24
<PAGE>

                                    SCHEDULE

                              CONDITIONS PRECEDENT

1.     The execution and delivery of the ISDA Master Agreement referred to
       herein together with the documents referred to in Part 3 of the Schedule
       thereto.

2.     Certified Copy of the resolution of the Board of Directors of DRD
       approving the execution of this Loan Agreement and the terms hereof.

3.     DRD to deliver an instruction to IBL to direct the first ZAR
       60,000,000.00 drawn down directly to IBL in settlement of certain
       obligations under a gold forward transaction between IBL and DRD.

4.     DRD shall procure that its rights under Transactions in existence between
       it and Eskom Holdings Limited which are governed by the terms of an ISDA
       Master Agreement, as at the date of signature hereof, are ceded to IBL as
       security for the performance by DRD of all of its obligations to IBL.

                                       25
<PAGE>

Signed by   /s/ M.M. Wellesley-Wood

for and on behalf of
DURBAN ROODEPOORT DEEP, LIMITED
in the presence of:

Signed by
for and on behalf of
INVESTEC BANK LIMITED
in the presence of:

                                       26

</TEXT>
</DOCUMENT>
