<DOCUMENT>
<TYPE>EX-4.80
<SEQUENCE>19
<FILENAME>y68795exv4w80.txt
<DESCRIPTION>FACILITY A LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 4.80

                            FACILITY A LOAN AGREEMENT

                                     BETWEEN

                        INVESTEC BANK (MAURITIUS) LIMITED

                                (as the "Lender")

                                       AND

                            DRD (ISLE OF MAN) LIMITED

                               (as the "Borrower")

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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

                                    CONTENTS

1.  DEFINITIONS........................................................    3
2.  INCONSISTENCY......................................................    6
3.  CONDITIONS.........................................................    6
4.  FACILITY...........................................................    6
5.  PURPOSE............................................................    6
    5.1  NON GENERAL OFFER.............................................    7
    5.2  GENERAL OFFER.................................................    7
    5.3  RIGHTS OFFER..................................................    7
    5.4  OTHER.........................................................    7
6.  CONDITIONS PRECEDENT TO DRAWDOWNS..................................    7
7.  DRAWDOWNS..........................................................    8
8.  INTEREST...........................................................    9
    8.1  INTEREST PERIODS..............................................   10
    8.2  ACCRUAL AND RATE OF INTEREST..................................   10
    8.3  PAYMENT OF INTEREST...........................................   11
    8.4  MISCELLANEOUS.................................................   11
9.  REPAYMENT OF CAPITAL...............................................   11
10. CANCELLATION.......................................................   12
11. COMMITMENT AND DRAWDOWN FEES.......................................   13
    11.1 COMMITMENT FEE................................................   13
    11.2 DRAWDOWN FEE..................................................   14
12. PREPAYMENTS........................................................   14
    12.1 VOLUNTARY PREPAYMENTS.........................................   14
    12.2 MANDATORY PREPAYMENTS.........................................   14
13. CHANGES TO THE CALCULATION OF INTEREST.............................   15
    13.1 ABSENCE OF QUOTATIONS.........................................   15
    13.2 MARKET DISRUPTION.............................................   15

APPENDIX 1.............................................................   19
DRAWING NOTICE.........................................................   19

APPENDIX 2.............................................................   20
CONDITIONS PRECEDENT TO AN ADVANCE.....................................   20

APPENDIX 3.............................................................   22
CAPITAL REPAYMENTS.....................................................   22

                                  Page 2 of 22
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

                            FACILITY A LOAN AGREEMENT

1.    DEFINITIONS

      Unless otherwise expressly stated, or the context otherwise requires, the
      words and expressions listed below shall, when used in this Agreement,
      including this introduction, bear the meanings ascribed to them:

      1.1   "Advance" means each principal/capital amount made available to the
            Borrower under this Agreement by way of loan;

      1.2   "Agreement" means mean this Facility A Agreement together with all
            Appendices hereto, as read and implemented together with the CTA;

      1.3   "Availability Period" means the availability period for this
            Facility A, being a period of 36 months calculated from Financial
            Closing;

      1.4   "Available Facility" means the maximum aggregate principal amount of
            this Facility mentioned in clause 4 less the aggregate of all
            Advances made under this Agreement, adjusted, in the case of any
            proposed Advance, so as to take into account:

            1.4.1 any Advance, which pursuant to any other drawdown, is to be
                  made;

            1.4.2 any Advance which has been repaid,

            on or before the proposed Drawing Date of such proposed Advance;

      1.5   "Bank Costs" means the costs to the Lender from time to time of
            maintaining or funding this Facility A pursuant to any applicable
            regulatory or other applicable law (including without limitation
            thereto, any stamp duty as well as costs incurred in order to comply
            with any reserve cash ratio, special deposit, liquidity, capital
            adequacy requirements or any other similar requirements), expressed
            as a nominal annual compounded quarterly in arrears rate, and a
            certificate given by a manager of the said bank (whose appointment
            and designation need not be proved) of the amount of such costs
            and/or the amount of such rate shall be prima facie proof of its
            contents;

      1.6   "Capital Repayment Date" means those dates named as such and as set
            out in Appendix 3, as inserted into this Agreement by the Lender on
            or about the first Drawing Date, and amended from time to time by
            the Lender in accordance with clause 9;

                                  Page 3 of 3
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      1.7   "CTA" means the written Common Terms Agreement so entitled between
            the Borrower and the Lender, and entered into between them on or
            about 13 October 2004;

      1.8   "Distributions" means any payment by or on behalf of the Borrower to
            or for the account of the Shareholder or any person which controls
            or is controlled by the Shareholder, such payments to include but
            not be limited to dividends, payments on loan account, and payments
            due to the Shareholder being any other form of creditor;

      1.9   "Drawing Date" means the business day upon which any Advance is made
            or to be made in terms of this Agreement, as the context may
            require;

      1.10  "Drawing Notice" means a notice as envisaged in clause 7 below, duly
            completed and signed by the Borrower in the form of Appendix 1;

      1.11  "Facility A" means this facility denominated in US Dollars, the
            terms and conditions of which are set out in this Agreement;

      1.12  "Final Repayment Date" means the date which is exactly 36 months
            from the Drawing Date of the first Advance;

      1.13  "General Offer" means an offer made to the general body of
            shareholders in a Target, which offer is required by the rules of
            all the recognised stock exchanges on which those shares are traded,
            due to the Borrower wishing to acquire shares of the Target in
            excess of a threshold stipulated by that exchange;

      1.14  "Interest Payment Date" means the last day of the Interest Period in
            which such interest accrued;

      1.15  "Interest Period" means each period determined in accordance with
            clause 8.1 in respect of this Facility, for the purpose of
            calculating interest on Advances or overdue amounts;

      1.16  "Interest Rate" in relation to each Interest Period, means the rate
            per annum determined by the Lender to be the aggregate of:-

            1.16.1 the Margin; and

            1.16.2 LIBOR for the Interest Period,

            which aggregate, subject to clause 13 below and clauses 41 and 42 of
            the CTA, includes the Lender's recovery of Bank Costs in the amount
            determined as at Financial Closing;

      1.17  "LIBOR" means in relation to any amount owed by the Borrower
            hereunder on which interest for a given period is to accrue:

                                  Page 4 of 4
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

            1.17.1 the arithmetic mean, rounded upward to the nearest four
                   decimal places of the rates for deposits in US Dollars for a
                   period and an amount similar to the relevant amount and
                   period in respect of which the interest is being calculated
                   on the Quotation Date, which is published on the Reuters page
                   LIBOR01 page (or such other page or service as may replace it
                   for the purpose of displaying London interbank offered rates
                   of prime banks for deposits in such currency) at or about
                   11h00 London time on the Quotation Date; or

            1.17.2 if no quotation for US Dollars is displayed for the relevant
                   period, the arithmetic mean (rounded upwards to four decimal
                   places) of the rates quoted to the Lender by the Reference
                   Banks in the London Interbank Market for deposits in US
                   Dollars for such period at or about 11h00 on the Quotation
                   Date for such period;

      1.18  "Loan Principal A" means:-

            1.18.1 in respect of any period, the aggregate, in that period, of
                   Advances made under this Agreement, and,

            1.18.2 in respect of any date, the aggregate amount of the Advances
                   under this Agreements on that date,

            which have not been paid by the Borrower to the Lender;

      1.19  "Margin" means 3,00%, a nominal annual compounded quarterly rate;

      1.20  "next" means coming immediately after the present one in time or
             order;

      1.21  "Quotation Date" means the day two business days before the first
            day of the Interest Period for which an Interest Rate is to be
            determined in accordance with clause 8.1, and if such day is not a
            business day then the first preceding business day to that day shall
            be used;

      1.22  "Reference Banks" the principal London offices of any three banks,
            chosen by the Lender, who contributed at some time during the then
            recent past to the rate fixing shown on the Reuters page LIBO (or
            such other page as may replace it from time to time);

      1.23  "Repeating Warranties" means the warranties listed in Appendix 2 of
            the CTA;

      1.24  "Signature Date" means the date on which the last party signed this
            Agreement.

                                  Page 5 of 5
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2.    INCONSISTENCY

      2.1   This Agreement and the rights and obligations of the parties hereto,
            save for the definitions contained in clause 1 hereof, shall in all
            respects be subject to the terms and conditions of the CTA. Unless
            other wise expressly stated, in the event of any conflict between
            the provisions of this Agreement and the CTA, the inconsistency
            shall be resolved in favour of the CTA to the extent of the
            inconsistency.

      2.2   Unless inconsistent with the context, any word or expression used in
            this Agreement and not otherwise defined in this Agreement, shall
            have the meaning ascribed to it in the CTA.

3.    CONDITIONS

      3.1   This Facility A shall not be made available until the Lender has
            notified the Borrower pursuant to clause 13.2 [Conditions] of the
            CTA that all the conditions precedent referred to in clauses 13.1.1
            to 13.1.3 thereof have been fulfilled or waived.

      3.2   The obligation of the Lenders to make any Advance is subject (in
            addition to the satisfaction of the Conditions Precedent referred to
            in 3.1 above) to the satisfaction of the Lender that the specific
            conditions referred to in clause 6 below have been met or waived and
            that a Draw Stop Notice which has been issued in terms of clause
            36.5 [Draw Stop Notices] of the CTA or clause 6, has been withdrawn.

4.    FACILITY

      4.1   Subject to the terms and conditions of this Agreement, the Lender
            agrees to make available to the Borrower a senior term loan facility
            for a maximum aggregate principal amount of USD 15 million (the
            "Facility A Amount").

      4.2   The Facility A Amount shall be subject to regular annual review
            between the parties, and it shall also be so reviewed should the
            Secured Assets be extended to include Stakes in Targets acquired by
            the Borrower pursuant to clause 3 of Appendix 5 to the CTA.

5.    PURPOSE

      Drawdowns may be requested and Advances made under this Agreement only
      during the Availability Period and only to finance the expenditure of the
      Borrower in respect of the following:

                                  Page 6 of 6
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

      5.1   NON GENERAL OFFER

            This Facility A may be used to fund the purchase by the Borrower of
            a Stake in Targets, other than by way of a General Offer.

      5.2   GENERAL OFFER

            An Advance under this Facility A and an Advance under the Facility B
            Loan Agreement (if so agreed) may be used to support a General Offer
            to the shareholder of the Target, (whether such General Offer is in
            the form of cash or a cash alternative to a scrip offer), provided
            that prior to any such Advance hereunder the Lender and the Borrower
            have agreed in writing to the conditions of the General Offer.

      5.3   RIGHTS OFFER

            This Facility A may used to enable the Borrower to exercise its
            rights by underwriting and/or subscribing for Stakes in Targets
            pursuant to rights offers made by such Targets.

      5.4   OTHER

            This Facility A may be used for any other purpose with the prior
            written consent of the Lender.

6.    CONDITIONS PRECEDENT TO DRAWDOWNS

      6.1   The obligation of the Lender to make any Advance under this
            Agreement is subject to the Lender having received the requisite
            Drawing Notice and being satisfied on each Drawing Date of the
            specific conditions provided for in Appendix 2.

      6.2   The Lender shall be entitled to -

            6.2.1 extend the relevant period for fulfilment of any or all of the
                  conditions; and

            6.2.2 waive fulfilment of any or all of the conditions.

            The conditions contained in clause 6.1 are expressed to be for the
            sole benefit of the Lender.

      6.3   The Lender shall, within 3 business days of receipt of the requisite
            Drawing Notice notify the Borrower whether or not it is satisfied
            that the conditions precedents referred to in clause 6.1 above have
            been fulfilled or waived and such conditions shall only be
            considered to have been fulfilled or waived when such notice is
            given.

                                  Page 7 of 7
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

      6.4   Draw Stop

            In the event that the conditions provided for in Appendix 2 have not
            been fulfilled or waived, the Lender's obligations under this
            Agreement to honour any Drawing Notice or make any Advance shall be
            suspended.

7.    DRAWDOWNS

      7.1   Subject to the provisions of this Agreement and to the specific
            conditions precedent referred to in clause 6 of this Agreement, this
            Agreement may be drawn down in whole or in part during the
            Availability Period and an Advance will be made by the Lender to the
            Borrower provided that:-

            7.1.1 No later than 11 a.m. (Mauritius time) on the fifth business
                  day prior to the proposed Drawing Date, the Lender has
                  received a completed Drawing Notice signed by the Borrower;
                  and

            7.1.2 Subject to the provisions of 7.7, the first Drawing Date
                  specified for this Agreement is a date which occurs no later
                  than 31 December 2004; and

            7.1.3 The proposed date for the making of such Advance is a Business
                  Day within the Availability Period but not within the last
                  three months of the Availability Period; and

            7.1.4 No more than two Advances will be made by the Lender to the
                  Borrower during any 1 (One) calendar month (for this 7.1.4, a
                  calendar month being a period extending from the first to the
                  last day, both days inclusive, of any one of the 12 months of
                  the year); and

            7.1.5 the proposed amount of the Advance is:-

                  7.1.5.1 if less than the Available Facility an amount in
                          multiples of USD 100 000,00 (one hundred thousand)
                          with a minimum amount of USD 500 000,00 (five hundred
                          thousand); or

                  7.1.5.2 equal to the amount of the Available Facility; and

            7.1.6 A letter signed by the Borrower and confirming that the
                  conditions to draw down referred to in Appendix 2 of this
                  Agreement have been met, is attached to the Drawing Notice;
                  and

            7.1.7 None of the events mentioned in clause 13.3 (market
                  disruption) shall have occurred; and

                                  Page 8 of 8
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            7.1.8 On and as of the proposed date for the making of the Advance:-

                  7.1.8.1 No Event of Default or Potential Event of Default is
                          continuing; and

                  7.1.8.2 The Repeating Warranties are true in all material
                          respects.

      7.2   All requests for Advances shall be denominated in US Dollars.

      7.3   The Lender may validly act on all information, instructions and
            requests contained in the Drawdown Notice, without any liability or
            responsibility to verify or check the accuracy of such information.

      7.4   In the event of the provisions of clause 7.1 not being complied with
            the Lender may issue a Draw Stop Notice and furnish a copy thereof
            to the Borrower.

      7.5   Subject to the issue of a Draw Stop Notice, a Drawing Notice shall
            be irrevocable and, unless otherwise provided for in this Agreement,
            the Borrower shall draw the Advance on the Drawing Date specified in
            the Drawing Notice and, subject to the terms of this Agreement, the
            Lender shall be obliged to make the relevant Advance on such date.

      7.6   All Advances drawn under this Facility shall, in the absence of an
            express written agreement between the Borrower and the Lender to the
            contrary or if this Agreement provides to the contrary, be paid
            directly to the Proceeds Account on the relevant Drawing Date.

      7.7   If the first drawdown under this Agreement does not occur within 6
            months of Financial Closing, this Agreement shall, in the sole
            discretion of the Lender, be cancelled.

      7.8   Any amounts available but undrawn under this Agreement at the end of
            the Availability Period shall automatically be cancelled.

      7.9   The Lender shall be entitled in its discretion to deduct the
            commitment and facility fees due and payable in terms of clause 11
            and any other costs or charges due and payable by the Borrower to
            the Lender from each Advance. Upon deduction the Lender shall
            deliver to the Borrower a VAT invoice from the Lender in respect of
            the commitment and/or facility fees or other costs and charges
            deducted.

8.    INTEREST

                                  Page 9 of 9
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      8.1   INTEREST PERIODS

            The following provisions shall apply to the Interest Periods for
            each Advance:

            8.1.1 subject to clause 8.1.3 below, each Interest Period shall be 3
                  months (as defined in clause 2.51 of the CTA);

            8.1.2 the first Interest Period shall commence on the date on which
                  the an Advance is made and each successive Interest Period
                  shall commence on the last day of the previous one;

            8.1.3 the Lender may at any time upon 7 business days' prior written
                  notice to Borrower reduce any Interest Period by such period
                  as the Lender may determine, provided that the Lender will
                  only do so in order to match the Interest Periods with the
                  interest periods in respect of the other Advances made in
                  terms of this Agreement;

            8.1.4 the last Interest Period shall end on the Facility Discharge
                  Date;

            8.1.5 any Interest Period which would otherwise end on a non-
                  business day, shall end on the next succeeding business day or
                  if that business day falls in the next calendar month of the
                  year, on the preceding business day.

      8.2   ACCRUAL AND RATE OF INTEREST

            8.2.1 Interest in terms of this Agreement shall accrue on each
                  Advance at the Interest Rate, from the Drawing Date of each
                  Advance until the amount is repaid by the Borrower.

            8.2.2 Interest under this Agreement shall:-

                  8.2.2.1 accrue from day to day on the Loan Principal A
                          (without double accounting in terms of clause 8.2.1)
                          and at the Interest Rate then applicable to the
                          Interest Period in question;

                  8.2.2.2 be calculated on the daily balance of the Loan
                          Principal A in accordance with clause 46.3 of the CTA;

                  8.2.2.3 each Interest Period shall have its own Interest Rate
                          which shall be calculated on the Quotation Date.

                                  Page 10 of 10
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      8.3   PAYMENT OF INTEREST

            The interest referred to in 8.2 shall be payable in arrears on the
            Interest Payment Date in respect of the relevant Interest Period.
            The first Interest Payment Date shall be on the last day of the
            first Interest Period, and interest shall be paid for each and every
            Interest Period.

      8.4   MISCELLANEOUS

            The Lender shall from time to time notify Borrower of:

            8.4.1 the rate of interest (together with details of the calculation
                  thereof), as soon as it is determined under this Agreement;
                  and

            8.4.2 the amount of interest payable under this Agreement on each
                  Interest Payment Date (together with details of the
                  calculation thereof), no earlier than 9 and no later than 3
                  Business Days prior to such Interest Payment Date;

            provided that the Lender shall not be liable to Borrower in respect
            of any failure so to notify Borrower and that Borrower shall not as
            a result of any such failure be relieved of any of its obligations
            hereunder.

9.    REPAYMENT OF CAPITAL

      9.1   The Borrower shall pay the Loan Principal A to the Lender as
            follows:-

            9.1.1 Each Advance shall be repaid in equal instalments every three
                  months from the Drawing Date of that Advance so that the
                  amount of the Advance is paid in full to the Lender by the
                  Final Repayment Date. The final instalment of each and every
                  Advance shall be paid on the Final Repayment Date,
                  notwithstanding that the period between the previous Capital
                  Repayment Date and the Final Repayment Date may be less than
                  three months.

            9.1.2 All obligations in respect of this Facility A (both capital
                  and interest) shall be settled in full by no later than the
                  Final Repayment Date.

            9.1.3 All payments to the Lender shall be made in US Dollars and
                  shall be made from the Debt Service Account, as stated in the
                  CTA. To the extent that the Debt Service Account has
                  insufficient funds in it to meet any obligation due and
                  payable to the Lender, then any payments made by the Borrower
                  to meet that insufficiency shall be made into an account
                  designated by the Lender. For the avoidance of doubt, it is
                  recorded that a shortfall in the Debt Service Account shall
                  not excuse the

                                  Page 11 of 11
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                  Borrower from making payment of amounts due to the Borrower.

      9.2   The Lender shall from time to time notify the Borrower of the
            Capital Repayment Dates of each Advance and the amount of each
            repayment of capital of that Advance to be paid on each such day, by
            providing the Borrower with an amended Appendix 3 (amended in
            accordance with the provisions of this clause 9). The Lender shall
            not be liable to the Borrower in respect of any failure so to notify
            the Borrower and that the Borrower shall not as a result of any such
            failure be relieved of any of its obligations hereunder. The first
            such Appendix 3 shall be compiled by the Lender and shall be
            appended to this Agreement after the Drawing Date of the first
            Advance hereunder.

      9.3   The provisions of clause 46.4 (certificates) of the CTA shall apply
            to Appendix 3 as provided by the Lender from time to time.

      9.4   Any capital amount paid or prepaid by the Borrower under this
            Agreement shall be available to be drawn again by the Borrower in
            compliance with the terms and conditions of clause 7.

      9.5   Notwithstanding the aforegoing or any provisions to the contrary in
            any Finance Document:-

            9.5.1 If the Lender is of the reasonable opinion that the ability of
                  the Secured Assets to provide revenue to the Borrower to
                  service the payment of capital or interest under this
                  Agreement (whether such capital or interest is due or payable
                  or not) is impaired or prejudiced or lessened in value for any
                  reason, the Lender may upon notice to the Borrower claim
                  immediate payment by the Borrower of all amounts (including,
                  without limitation, all principal, interest, costs, charges,
                  Breakage Costs) owing (whether due or payable or not) by the
                  Borrower to the Lender, all of which shall be and become
                  forthwith due and payable;

            9.5.2 upon giving the notice mentioned in clause 9.5.1, any undrawn
                  part of this Facility A shall then automatically be cancelled
                  and the Borrower shall, on demand, pay to the Lender, the
                  amount of any Breakage Costs occasioned by such cancellation;
                  and

            9.5.3 once the amount mentioned in clause 9.5.1 is repaid, it shall
                  not be available to be drawn again by the Borrower.

10.   CANCELLATION

      10.1  The Borrower shall not be entitled to cancel any part of this
            Facility A otherwise than as specifically provided in this
            Agreement.

                                  Page 12 of 12
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      10.2  The Borrower may cancel the undrawn part of this Facility A in
            respect of which no Drawing Notice has been served, without penalty,
            in whole or in part, at any time provided that:

            10.2.1 the Borrower shall, on demand, make payment of any Breakage
                   Costs; and

            10.2.2 the Borrower has given the Lender not less than 5 (five)
                   Business Days' notice stating the principal amount to be
                   cancelled.

      10.3  During the 5 (five) day period referred to in clause 10.2.2 above
            the Borrower may not serve a Drawing Notice purporting to draw all
            or any part of the amount which is the subject of such notice of
            cancellation.

      10.4  Any amounts available but not drawn down under this Facility A at
            the end of the Availability Period shall automatically be cancelled
            and the Borrower shall, on demand, pay to the Lender the amount of
            any Breakage Costs occasioned by such cancellation.

      10.5  Any cancellation notice served under clause 10.2.2 above shall be
            irrevocable. No amount cancelled under this clause 10 shall again be
            available for drawing, save as stated in clause 10.6

      10.6  The Borrower shall be entitled to request of the Lender that any
            amount of this Facility A which has been cancelled, be re-activated
            again so that it again becomes available for drawing on the terms
            and conditions stated in this Agreement. The Lender shall notify the
            Borrower should it agree to this request, it being recorded that
            decision to grant such consent shall be in the Lender's sole
            discretion.

11.   COMMITMENT AND DRAWDOWN FEES

      11.1  COMMITMENT FEE

            11.1.1 During the Availability Period, the Borrower shall pay to the
                   Lender for the account of the Lender a commitment fee which
                   shall be:

                  11.1.1.1 calculated from the Signature Date, on a 360 day year
                           and on the basis of actual days elapsed, , at the
                           rate of 1.25% per annum of the daily undrawn and
                           uncancelled balance of this Facility A; and

                  11.1.1.2 be paid quarterly in arrears- that is on the first
                           day of each and every January, April, July and
                           October for so long as this fee is due, with the
                           first payment

                                  Page 13 of 13
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

                           being made at the end of the first quarter following
                           the Signature Date.

            11.1.2 The Commitment Fee shall not be payable in respect of any
                   part of this Facility A which is cancelled in terms of clause
                   10, but shall be payable again if any part of the Facility A
                   is re-activated in terms of clause 10.6.

      11.2  DRAWDOWN FEE

            On the Drawing Date of each Advance, the Borrower shall pay to the
            Lender, for the account of the Lender, a drawdown fee equal to 1% of
            the amount drawn (or irrevocably committed by the Lender).

12.   PREPAYMENTS

      12.1  VOLUNTARY PREPAYMENTS

            12.1.1 The Borrower may elect to prepay the whole or any portion of
                   the Loan Principal A provided that:

                  12.1.1.1 The Borrower shall notify the Lender of its proposed
                           prepayment no later than ten business days prior to
                           the proposed prepayment date;

                  12.1.1.2 Such prepayment shall be effected in a minimum
                           principal amount of USD one million;

                  12.1.1.3 All interest accrued (whether or not then due and
                           payable) in respect of the capital/principal amount
                           prepaid shall than become due and payable and shall
                           be paid together with the capital/principal amount
                           prepaid;

                  12.1.1.4 Such prepayments shall be applied to reduce the Loan
                           Principal A in inverse order of maturity.

            12.1.2 Any notice of prepayment given by the Borrower pursuant to
                   clause 12.1.1 immediately above shall be irrevocable and
                   shall specify the proposed prepayment date and the amount of
                   such prepayment.

      12.2  MANDATORY PREPAYMENTS

            12.2.1 Should the Borrower intend to make any Distributions:-

                                  Page 14 of 14
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                  12.2.1.1 The Borrower shall immediately inform the Lender
                           thereof and the amount of the Distributions to be
                           made;

                  12.2.1.2 The Lender shall be entitled to require the Borrower
                           on notice, as a prepayment of a portion of the Loan
                           Principal A, to pay to it an amount equal to 50% of
                           the said Distributions, such amount to be paid on
                           the same day as the said Distributions or if the
                           Lender's aforesaid notice is given after such
                           payment date, on demand.

            12.2.2 Payments to the Lender under this clause 12.2 shall have the
                   same effect as if made pursuant to clause 12.1.

13.   CHANGES TO THE CALCULATION OF INTEREST

      13.1  ABSENCE OF QUOTATIONS

            Subject to clause 13.2 (Market disruption), if LIBOR is to be
            determined by reference to the Reference Banks but a Reference Bank
            does not supply a quotation by the time specified in clause 1.17 on
            the Quotation Day, the applicable LIBOR shall be determined on the
            basis of the quotations of the remaining Reference Banks.

      13.2  MARKET DISRUPTION

            13.2.1 In this Agreement "Market Disruption Event" means:

                  13.2.1.1 At or about 11:00 am, London time, on the Quotation
                           Day for the relevant Interest Period LIBOR is not
                           available on the Reuters page LIBOR01 page (or such
                           other page or service as may replace it for the
                           purpose of displaying London interbank offered rates
                           of prime banks for deposits in such currency) and
                           none or only one of the Reference Banks supplies a
                           rate to the Lender to determine LIBOR for dollars
                           for the relevant Interest Period; or

                  13.2.1.2 Before close of business in London on the Quotation
                           Day for the relevant Interest Period, the Lender
                           discovers that:-

                           13.2.1.2.1 the cost to it of obtaining matching
                                      deposits in the London interbank market
                                      be in excess of LIBOR; or

                                  Page 15 of 15
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

                           13.2.1.2.2 matching deposits in Dollars are not in
                                      the ordinary course of business available
                                      to the Lender in the London inter-bank
                                      market for a period equal to the
                                      forthcoming Interest Period, in amounts
                                      sufficient to fund its participation in
                                      the Loan Principal A and/or the
                                      forthcoming Advance.

      13.3  If a Market Disruption Event occurs in relation to the loan advanced
            in terms of this Agreement for any Interest Period, then

            13.3.1 the Lender shall notify the Borrower of such event and such
                   proposed Advance and any further Advances shall not be made;

            13.3.2 the Rate of Interest on the Loan Principal A for the Interest
                   Period shall be (notwithstanding any provision to the
                   contrary) the rate (expressed as a nacq rate) which is the
                   aggregate of:-

                  13.3.2.1 The Margin (inclusive of Bank Costs); and

                  13.3.2.2 The rate notified to the Borrower by the Lender as
                           soon as is practicable and in any event before
                           interest is due to be paid in respect of that
                           Interest Period, to be that which expresses as a
                           percentage rate per annum the cost to the Lender of
                           funding that Advance and/or the Loan Principal A
                           from whatever source it may reasonably select;

            13.3.3 the parties shall proceed to resolve the matter in terms of
                   clause 13.4 or clause 13.5, if they so require.

      13.4  If the Lender or the Borrower so requires, the Lender and the
            Borrower shall enter into negotiations with a view to agreeing a
            substitute basis for determining the rates of interest payable for
            that Interest Period. Any such substitute basis that is so agreed
            shall take effect in accordance with its terms and be binding on the
            parties.

      13.5  If the Lender and the Borrower fail to agree a substitute basis as
            mentioned in clause 13.4, within 25 days of them being so required
            to do, then if the Borrower gives the Lender not less than 10 (ten)
            business days' notice (which notice shall be irrevocable) it may
            prepay:-

            13.5.1 any amount of the Loan Principal A without premium or penalty
                   at any time during that Interest Period;

                                  Page 16 of 16
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

            13.5.2 together with accrued interest thereon at a rate equal to
                   that mentioned in clause 13.3.2.2; and

            13.5.3 together with any Breakage Costs attributable to all or any
                   part of the Loan Principal A being paid by the Borrower on a
                   day other than the last day of an Interest Payment Date.

      13.6  The Lender shall as soon as reasonably practicable provide a
            certificate confirming the amount of its Breakage Costs for any
            Interest Period in which they accrue.

Signed at                          on                  2004 at _______ am/pm
_________________________________
INVESTEC BANK (MAURITIUS) LIMITED

                                  Page 17 of 17
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

Signed at                          on                  2004 at _______ am/pm

------------------------------------------
DRD (ISLE OF MAN) LIMITED

Signed by [    ] , a director,duly authorised for and on behalf of DRD (Isle of
Man) Limited.

As Witness: _______________________

         _______________________ (name)

Signed at                         on                   2004 at _______ am/pm

------------------------------------------
DRD (ISLE OF MAN) LIMITED

Signed by [     ] , a director,duly authorised for and on behalf of DRD (Isle of
Man) Limited.

As Witness: _______________________

         ________________________ (name)

                                  Page 18 of 18
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APPENDIX 1                                                         EXCUTION COPY

                                   APPENDIX 1

                                 DRAWING NOTICE

To: *_____________________________
Date: *_____________________________

Dear Sirs

Re:- Facility A Loan Agreement dated on or about _____________ 2004 between the
Lender and DRD (Isle Of Man) Limited (the "Agreement") Drawing Number*________.

1.    We refer to clause 7 [Drawdowns] of the Agreement. Terms defined in the
      Agreement have the same meanings in this Drawing Notice.

2.    We confirm that:

      2.1   on ________ (Drawing Date) we wish to borrow an Advance in the
            amount of [=].

      2.2   all Advances are to be paid into the Proceeds Account;

      2.3   the proceeds of the Advance drawn pursuant to this Drawing Notice
            shall be applied exclusively in accordance with the terms of the
            Agreement and in particular (but without limitation) the terms of
            clause 5 thereof;

      2.4   on the date of this Drawing Notice, on the Drawing Date and
            immediately after the making of the Advance to which this Drawing
            Notice relates, the conditions precedent to drawdowns as specified
            in clause 6 of the Agreement have been satisfied; and

      2.5   we have received the Lender's notice in terms of clause 5.2 of
            Appendix 2 of the Facility A Loan Agreement.

Yours faithfully,

[Authorised Signatory]
for and on behalf of
[the Borrower]

Attachment 1   Supporting evidence that the provisions of clause 7 of the
               Agreement have been complied with;

                                  Page 19 of 19
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APPENDIX 2                                                         EXCUTION COPY

                                   APPENDIX 2

                       CONDITIONS PRECEDENT TO AN ADVANCE

The following conditions precedent shall apply to drawdown on this Facility.

1.    DRAWING NOTICE

      The Lender shall have received the relevant Drawing Notice in respect of
      an Advance in accordance with this Agreement.

2.    NO DEFAULT

      On both the date of the Drawing Notice and the Drawing Date of the Advance
      neither -

      2.1   an Event of Default nor

      2.2   a Potential Event of Default

      shall have occurred, be continuing or in the reasonable opinion of the
      Lender could probably occur as a result of making such advance.

3.    WARRANTIES

      On both the date of the Drawing Notice and the Drawing Date of the
      relevant Advance, the Repeating Warranties shall be correct, in each case,
      in all material respects with reference to the circumstances prevailing at
      the relevant time.

4.    OTHER EVENTS STOPPING PAYMENTS

      No Draw Stop Notice has been issued by the Lender in terms of clause 6.4
      of this Agreement above which is in effect and has not been withdrawn,
      and, no other event has occurred under any Finance Document which, in the
      opinion of the Lender, has resulted or may result in any payment or
      drawdown under any Finance Document being stopped.

5.    INFORMATION REGARDING THE TARGET

      5.1   The Borrower shall at least 7 business days prior to the delivery of
            the Drawing Notice in respect of the Advance, provide the Lender
            with details, in form and substance satisfactory to the Lender, of
            the geography, geology/mineralisation, mining operation and
            economics of the Target in respect of which the funds of the Advance
            will be used to acquire a Stake therein; and

                                  Page 20 of 20
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FACILITY A LOAN AGREEMENT                                         EXECUTION COPY

      5.2   The Lender has issued a notice to the Borrower that it is satisfied,
            in its sole discretion, that the funds can be used for such purpose.

6.    CONSENT TO A GENERAL OFFER

      Prior to an Advance being made, wholly or partly, for the purpose
      mentioned in clause 5.2 (General Offer), the Lender must have agreed in
      writing to the conditions of the General Offer.

                                  Page 21 of 21
<PAGE>

APPENDIX 2                                                         EXCUTION COPY

                                   APPENDIX 3

                               CAPITAL REPAYMENTS

                                 Page 22 of 22

</TEXT>
</DOCUMENT>
