<DOCUMENT>
<TYPE>EX-4.63
<SEQUENCE>2
<FILENAME>y68795exv4w63.txt
<DESCRIPTION>PORGERA JOINT VENTURE OPERATING AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 4.63

                                             DATED the 6th day of December, 1988

                              PORGERA JOINT VENTURE

                               OPERATING AGREEMENT

                                     BETWEEN

                          PLACER (P.N.G.) PTY. LIMITED

                                OF THE FIRST PART

                                       AND

                     HIGHLANDS GOLD PROPERTIES PTY. LIMITED

                               OF THE SECOND PART

                                       AND

                       RGC (PAPUA NEW GUINEA) PTY. LIMITED

                                OF THE THIRD PART

<PAGE>

                                                                 2 NOVEMBER 1988

                                    I N D E X

                              PORGERA JOINT VENTURE

                               OPERATING AGREEMENT
<TABLE>
<CAPTION>
 Clause                                 Heading                                           Page
 ------      -------------------------------------------------------------------------    ----
<S>                                                                                       <C>
Clause 1.    Definitions and Interpretations..........................................      2

Clause 2.    Sub-Committees...........................................................      4

Clause 3.    Manager's Responsibilities...............................................      5

Clause 4.    Manager's Contracting Powers.............................................      9

Clause 5.    Manager's Powers during Construction.....................................     11

Clause 6.    Payment for Manager's Services...........................................     12

Clause 7.    Manager's and Joint Venturers' Liability.................................     12

Clause 8.    Insurance................................................................     15

Clause 9.    Termination of Manager...................................................     16

Clause 10.   Termination by Manager...................................................     18

Clause 11.   Replacement of Manager...................................................     19

Clause 12.   Independent Contractor...................................................     19

Clause 13.   Data Ownership...........................................................     19

Clause 14.   Conflict with Joint Venture Agreement....................................     19

Clause 15.   Assignment and Delegation................................................     19

Clause 16.   Governing Law............................................................     20

Clause 17.   Just and Faithful........................................................     20
</TABLE>

<TABLE>
<CAPTION>
                                    SCHEDULES
             -------------------------------------------------------------------------
<S>                                                                                         <C>
"A"          EXPLORATION, FEASIBILITY AND CONSTRUCTION PHASES
             BASIS FOR REIMBURSEMENT..................................................      1

1.           INTERPRETATION...........................................................      1

2.           REIMBURSEMENT OF MANAGER.................................................      1

3.           COST ACCOUNTING..........................................................      4

4.           PAYMENT FOR SERVICES AND ADVANCE CALLS...................................      4
</TABLE>

                                        i
<PAGE>
<TABLE>
<S>                                                                                         <C>
"B"          CONCEPT OF CAPITAL CONTROL PROCEDURES TO BE
             INCORPORATED IN THE PROCEDURES MANUALS...................................      1

"C"          OPERATING PHASE OPERATING FEE AND BASIS FOR
             REIMBURSEMENT............................................................      1

1.           INTERPRETATION...........................................................      1

2.           REIMBURSEMENT OF MANAGER.................................................      1

3.           COST ACCOUNTING..........................................................      3

4.           PAYMENT FOR SERVICES AND ADVANCE CALLS...................................      3

5.           OPERATING FEE............................................................      5
</TABLE>

                                       ii
<PAGE>

                              PORGERA JOINT VENTURE

                               OPERATING AGREEMENT

THIS OPERATING AGREEMENT (hereinafter referred to as the "Agreement") made the
Sixth day of December, one thousand nine hundred and eight-eight BETWEEN PLACER
(P.N.G.) PTY. LIMITED a company incorporated in Papua New Guinea with its
registered office at c/- Blake Dawson Waldron, 4th floor, Mogoru Moto Building,
Champion Parade, Port Moresby (hereinafter called "Placer") of the first part
HIGHLANDS GOLD PROPERTIES PTY. LIMITED a company incorporated in Papua New
Guinea with its registered office at c/- Blake Dawson Waldron, 4th floor, Mogoru
Building, Champion Parade, Port Moresby (hereinafter called "Highlands Gold") of
the second part and RGC (PAPUA NEW GUINEA) PTY. LIMITED a company incorporated
in Papua New Guinea with its registered office at c/- Coopers and Lybrand,
Mogoru Moto Building, Champion Parade, Port Moresby (hereinafter called "RGC")
of the third part, all of which are hereinafter collectively referred to as the
"Joint Venturers".

WHEREAS:

A.    The Joint Venturers, or their predecessors in interest, entered into an
      agreement dated the 31st day of July, 1979 (the "Joint Venture Agreement")
      for the purpose of providing for the future exploration and development of
      the Property by way of Joint Venture;

B.    The Joint Venture Agreement provided that the management of the Joint
      Venture rest exclusively with Placer as Manager subject to the control of
      the Management Committee; and

C.    The Joint Venturers are now desirous of defining the role of the Manager
      and the Manager's relationship with the Management Committee more
      precisely.

<PAGE>

NOW IT IS HEREBY AGREED as follows:

Clause 1. Definitions and Interpretations

(a)   Except where otherwise defined herein or the context otherwise requires,
      expressions used in this Agreement (reference to which shall include the
      Schedules annexed hereto) shall bear the meaning ascribed to them in the
      Joint Venture Agreement as amended from time to time.

(b)   For the purposes of this Agreement the following terms shall have the
      meanings specified below unless the context is inconsistent therewith:

      (i)   "Commencement of Underground Operations" means the last day of the
            first period of 40 consecutive days in which for not less than
            thirty (30) days section 1 of the concentrator processed ore
            extracted underground from the Property at not less than
            seventy-five percent (75%) of the daily rated capacity (as
            contemplated by the Approved Proposal for Development) for each of
            the said 30 days and the concentrate thereby produced was processed
            into dore bullion;

      (ii)  "Conclusion of the Construction Phase" means the last day of the
            first period of sixty (60) consecutive days in which, for not less
            than fifty (50) days, the pressure oxidation circuit processed
            concentrate produced from ore from the Property at not less than
            seventy-five percent (75%) of the daily rated capacity (as
            contemplated by the Approved Proposal for Development) for each of
            the said fifty (50) days;

      (iii) "Proposal for Development" means the proposal for development and
            operation of underground and open pit mines on the Property together
            with all facilities and infrastructure associated therewith which
            proposal is based upon the Feasibility Study and will encompass
            environmental, training and localisation, supply and procurement and
            other aspects

                                       2
<PAGE>

            required by or agreed with the Government of Papua New Guinea and is
            to be submitted to that Government and which will, when approved by
            the Government, become the "Approved Proposal for Development";

      (iv)  "Project" means the activities comprised within those phases
            described in paragraphs (v), (vi), (vii) and (viii) of this
            subclause 1(b);

      (v)   "Exploration Phase" means that period during which Exploration of
            the Property is carried out and which terminates on the commencement
            of the Feasibility Phase;

      (vi)  "Feasibility Phase" means that period commencing when the Management
            Committee authorises the preparation of the Feasibility Study and
            the Proposal for Development arising as a consequence thereof and
            terminating with a decision of the Management Committee to commence
            the Construction Phase;

      (vii) "Construction Phase" means that period commencing when the
            Management Committee authorises the commencement of development of
            underground and open pit mines on the Property and all facilities
            and infrastructure associated therewith in accordance with the
            Approved Proposal for Development and terminating on the Conclusion
            of the Construction Phase;

      (viii) "Operating Phase" means that period commencing on the Commencement
            of Underground Operations;

      (ix)  "Management Committee" means the management committee established
            pursuant to subclause 4(b) of the Joint Venture Agreement;

                                       3
<PAGE>

      (x)   "Manager" means Placer, any interim manager appointed pursuant to
            Clause 9 and in the event that the manager's position becomes vacant
            pursuant to Clause 11 hereof.

(c)   It is acknowledged that there can be both a Construction Phase and an
      Operating Phase being undertaken by the Manager contemporaneously.

(d)   The Clause headings herein are inserted for convenience only and are not
      to be construed as part of this Agreement.

Clause 2. Sub-Committees

(a)   There is hereby constituted a committee ("the Planning and Information
      Committee") consisting of one representative of each of the Joint
      Venturers. The appointment by a Joint Venturer of its representative shall
      be by notice in writing to the other Joint Venturers and any change in the
      identity of a representative shall be similarly notified.

(b)   The provision of subclause 4(b) (ii), (iv) and (v) of the Joint Venture
      Agreement shall, mutatis mutandis, apply in respect of the Planning and
      Information Committee and representatives of the Joint Venturers at
      meetings thereof may be accompanied by such advisers as they individually
      deem desirable.

(c)   The Planning and Information Committee's function shall be:

      (i)   to assist the Manager in formulating all work programmes and
            budgets;

      (ii)  to assist the Manager in formulating other recommendations
            (including, without limitation, recommendations as to the timing of
            and the budget and parameters for the Feasibility Study) to the
            Management Committee and to ensure that such programmes, budgets and
            recommendations are in sufficient detail to enable the Manager to
            proceed with the implementation

                                       4
<PAGE>

            thereof without further reference to the Management Committee once
            the Management Committee has reached its decision thereon;

      (iii) to meet as required for the purposes of gathering and exchanging
            information and data relating to the Project;

      (iv)  to monitor the implementation of the current work programme and
            budget;

      (v)   to provide input to the agenda for meetings of and advice to the
            Management Committee;

(d)   Decisions of the Planning and Information Committee shall be carried by
      those Joint Venturers representing in the aggregate a majority Percentage
      Interest PROVIDING THAT such decisions shall not be binding on the
      Manager. The Manager shall, nevertheless, take such decisions into account
      in formulating work programmes and budgets for and other recommendations
      to the Management Committee.

Clause 3. Manager's Responsibilities

(a)   The Manager's responsibilities will include, but not be limited to:

      (i)   completing the exploration necessary to define the tonnage and grade
            of ore so as to categorize as proven ore a sufficient tonnage
            thereof to enable the Feasibility Study to proceed;

      (ii)  gathering all required data for and preparing a Feasibility Study
            and all other studies necessary for the compilation and submission
            of the proposal for development;

      (iii) overseeing and co-coordinating the activities of contractors
            utilized by the Manager in the performance of design, procurement
            and construction activities required for or in connection with the
            mines and processing

                                       5
<PAGE>

            plans as provided for in the Approved Proposal for Development and
            in the performance of its other obligations hereunder;

     (iv)   preparing, in consultation with the Planning and Information
            Committee, strategy plans and policies for all negotiations with the
            Papua New Guinea Government and, after approval by the Management
            Committee, participating in and unless otherwise instructed by the
            Management Committee, leading the negotiations in accordance with
            the approved plans and policies;

     (v)    preparing a procedures manual for the Construction Phase and a
            further procedures manual for the Operating Phase, which manuals
            shall be prepared and given to the Joint Venturers for their
            information prior to the start of the phase to which they relate and
            shall include, inter alia, procedures generally following those
            contained in Schedule B hereto;

     (vi)   supervising the commissioning of the mines and plant facilities;

     (vii)  operating the mines and facilities on behalf of the Joint Venturers
            and implementing any work programme adopted from time to time by the
            Management Committee;

     (viii) compliance with all contractual and statutory obligations owed by
            the Joint Venturers jointly and severally to third parties including
            the Papua New Guinea Government and any Provincial Authorities as a
            result of the Joint Venturers' ownership, development or operation
            of the mines or Property except insofar as the Management Committee
            has agreed that any specific obligation is of such a nature as to
            require discharge by a Joint Venturer in which event compliance with
            such specific obligation shall be the responsibility of that Joint
            Venturer;

                                       6
<PAGE>

      (ix)  effecting and maintaining all necessary and usual insurance to cover
            potential liabilities of the Joint Venturers as directed by the
            Management Committee pursuant to Clause 8(a) (i) and 8(a) (iii);

      (x)   protecting and maintaining Joint Venturers' assets in the Manager's
            possession;

      (xi)  taking all reasonable action as may be necessary or desirable for
            the safety of persons employed on the Project; and

      (xii) procuring an annual audit of the Joint Venture accounts to be
            carried out by an international firm of auditors nominated by the
            Management Committee.

(b)   For the purposes of fulfilling its obligations hereunder and under the
      Joint Venture Agreement, the Manager shall ensure that there is on its
      staff or seconded to its staff at all times after the date hereof, one
      suitably qualified (having regard to the phase which the Project has
      reached at any time) Project Manager, who will be responsible on behalf of
      the Manager for the Project on a full time basis, and for the following:

      (i)   reporting to the Management Committee in accordance with the Joint
            Venture Agreement, including at meetings of the Management Committee
            which shall be called by the Manager at least once each calendar
            quarter unless otherwise agreed to by the Joint Venturers;

      (ii)  directing the work of the personnel engaged on the Project to
            achieve the objectives set by the Management Committee;

      (iii) ensuring that adequate and separate accounting systems are
            established and maintained with respect to the Construction Phase
            and Operating

                                       7
<PAGE>

            Phase so as to provide the Management Committee with accurate,
            detailed and timely records of all expenditures;

      (iv)  co-ordinating the activities of persons in the field with the
            activities of those persons working elsewhere on design,
            procurement, and other activities of the Project so as to ensure
            that there is a sufficient, timely and accurate flow of information
            to carry out these activities; and

      (v)   such other Project related matters as are usually conducted by the
            Joint Venturers but may, from time to time, be delegated to the
            Project Manager by the Management Committee.

(c)   The Manager will, subject to subclause 4(a) hereof ensure that, at all
      times, the Project has an adequate staff of suitable personnel either
      directly employed by it or seconded to it by an affiliated company of the
      Manager or one of the other Joint Venturers or hired as consultants.

(d)   All activities of the Manager on behalf of the Joint Venturers pursuant
      hereto and to the Joint Venture Agreement shall be conducted by the
      Manager in accordance with policies, work programmes and budgets
      established by the Management Committee in accordance with the Joint
      Venture Agreement provided that the manner of carrying out such policies,
      work programmes and budgets shall be the responsibility of the Manager in
      accordance with the provisions of subclause 3(f) hereof.

(e)   The Manager shall at all times fulfill its responsibilities in a good and
      workmanlike manner and in accordance with generally accepted industry
      practices appropriate to the activities undertaken.

                                       8
<PAGE>

Clause 4. Manager's Contracting Powers

(a)   The Manager may enter into agreement or contracts on normal commercial
      terms for the provision of specific services by any party or parties
      including, but not limited to, parties associated or affiliated with the
      Manager or other Joint Venturers subject to the following limitations:

      (i)   during the Exploration Phase and Feasibility Phase, within an annual
            work programme and budget which has been approved in advance by the
            Management Committee but only with the specific approval of the
            Management Committee where such agreements or contracts are in
            excess of 1,000,000 Kina in aggregate with any one organisation;

      (ii)  during the Construction Phase within the scope of work defined in
            the Feasibility Study, and the budget therefor adopted by the
            Management Committee, subject to Clause 5;

      (iii) during the Operating Phase within the annual work programme and
            budget approved by the Management Committee with respect thereto but
            only with the prior consent of the Management Committee for
            agreements and contracts with a Joint Venturer or its affiliated
            companies.

      (iv)  during all phases the Manager shall enter into and undertake all
            commercial transactions in accordance with financial and accounting
            procedures which have been approved by the Management Committee; and

      (v)   during all phases the Manager shall keep the Planning and
            Information Committee informed of all substantial commercial
            arrangements made or contemplated for the Project with the intent of
            ensuring that the Management Committee is aware of those commercial
            arrangements which may be commercially or politically sensitive.

                                       9
<PAGE>

(b)   The Manager may request that any of the Joint Venturers which is not
      affiliated with the Manager provide, from time to time, personnel having
      expertise which is required for the Project and each Joint Venturer will
      use its best endeavours to comply with any such request.

(c)   (i)   Subject to the limitations set out in paragraphs (i), (ii) and (iv)
            of subclause 4(a) hereof, the Manager may enter into a contract with
            Placer Dome Technical Services Limited ("PTS") for the provision of
            any services during the Exploration Phase, Feasibility Phase and
            Construction Phase of the Project required of the Manager pursuant
            to the Joint Venture Agreement and this Agreement.

            Such contract shall provide for reimbursement of PTS by the Manager
            on the same basis mutatis mutandis as that outlined in Schedule "A"
            with the addition of a fee payable by the Manager to PTS (which fee
            will be considered as a charge against the Project) during the
            Construction Phase in the amount of three percent (3%) of the amount
            of all contracts and phase orders placed by PTS, or its affiliated
            companies or agents on behalf of the Project and for the purposes of
            its construction, with parties other than any of the Joint Venturers
            or their affiliated companies.

      (ii)  During the Exploration Phase, Feasibility Phase and Construction
            Phase of the Project, the Manager may also enter into contracts with
            any party being or being associated or affiliated with any of the
            Joint Venturers to provide the services required by the said
            contracts in accordance with the basis for reimbursement outlined in
            Schedule "A" mutatis mutandis, all subject to the limitations set
            out in paragraphs (i), (ii) and (iv) of subclause 4(a) hereof.

                                       10
<PAGE>

      (iii) In the two situations described in paragraphs (i) and (ii) of this
            subclause 4(c), such contracts shall be deemed to be made on "normal
            commercial terms" for the purposes of subclause 4(a).

      (iv)  Subject to Clause 4(a), during all phases the Manager may, on behalf
            of the Project, enter into such contracts with third parties not
            being associated or affiliated with any of the Joint Venturers as
            may be necessary for the implementation of work programmes approved
            by the Management Committee and, the Manager may on entering any
            contract, call for advance of funds as the same are required to
            enable the Manager to meet its obligations under the contract as
            they arise in accordance with procedures set out in Clause 5(b) of
            the Joint Venture Agreement.

Clause 5. Manager's Powers during Construction

The management of the Joint Venture shall rest exclusively with the Manager
subject to the control of the Management Committee; however once the decision to
proceed with construction of the mine as defined in the Feasibility Study has
been taken and the budget therefor adopted by the Management Committee, the
Manager will be free to take all action necessary for design, procurement and
construction without further approvals from the Management Committee and as per
agreed procedures in the Procedures Manual referred to in Clause 3(a) (v)
except:

      (i)   when the Management Committee otherwise determines at the
            instigation of any of the Joint Venturers as a result of the
            perceived invalidity of any of the fundamental assumptions on which
            the Feasibility Study was based; or

      (ii)  when major changes are required or when proposed expenditure for a
            major item is in excess of the budgeted amount of more than ten (10)
            percent, any of which shall be submitted to the Management Committee
            for its prior approval.

                                       11
<PAGE>

Clause 6. Payment for Manager's Services

(a)   The Manager will during the Exploration Phase, Feasibility Phase and
      Construction Phase provide its services in accordance with the basis for
      reimbursement set out in Schedule "A" hereto.

(b)   The Manager will during the Operating Phase provide its services with
      respect thereto in accordance with the basis for reimbursement and in
      consideration of the payment by the Joint Venturers of the Operating Fee
      set out in Schedule "C" hereto.

(c)   As a consequence of the projected overlapping of the Construction Phase
      and the Operating Phase the Joint Venturers acknowledge and agree that the
      Manager will, during such period, be entitled to reimbursement for
      services relating to construction pursuant to Schedule A and services
      relating to operations pursuant to Schedule C.

Clause 7. Manager's and Joint Venturers' Liability

(a)   The Manager's liability to the Joint Venturers pursuant to both the Joint
      Venture Agreement and this Agreement shall be limited and restricted
      solely to that set out hereunder.

(b)   (i)   Liability arising out of the Manager's engineering responsibilities
            during the Exploration Phase, Feasibility Phase and Construction
            Phase, shall be limited to the Manager re-performing at its own
            expense those engineering services which are deficient in any
            respect by reason of a breach by the Manager of Clause 3(f) hereof.
            The Manager's liability to re-perform those engineering services as
            aforesaid pursuant to this subclause shall terminate:

                                       12
<PAGE>

            (aa)  in the case of engineering services related to the
                  Commencement of Underground Operations, after the expiration
                  of one year from such commencement; and

            (bb)  in the case of other engineering services from the earlier of
                  the Conclusion of the Construction Phase or one year from the
                  date a facility (being a facility the use of which in
                  operations is not dependent on the subsequent completion of
                  another facility) is completed and available for use in
                  operations, whether or not it is then so used.

      (ii)  Liability otherwise caused by the Manager's negligence or breach of
            the Manager's duty pursuant to Clause 3(f) hereof during the
            aforesaid phases, shall be limited in total to the greater of:

            (aa)  seventy-five percent (75%) of the total fees received by the
                  Manager during those phases; or

            (bb)  the proceeds received from insurance coverage plus any
                  deductible relative to the liability arising under this
                  subclause;

      and the Joint Venturers hereby release the Manager from any liability in
      excess thereof.

      (iii) Liability caused by the Manager's negligence or breach of the
            Manager's duty pursuant to Clause 3(f) hereof during the Operating
            Phase shall be limited in total to the greater of:

            (aa)  Seventy five percent (75%) of the total fees relating to the
                  Operating Phase received by the Manager during the twelve (12)
                  months immediately preceding the negligent act or breach of
                  duty; or

                                       13
<PAGE>

                     (bb)      the proceeds received from insurance coverage
                               plus any deductible relative to the liability
                               arising under this subclause;

      and the Joint Venturers hereby release the Manager from any liability in
      excess thereof.

(c)   (i)   Under no circumstances shall the Manager be liable to the Joint
            Venturers for any consequential or incidental damages, including but
            not limited to loss of use or loss of profits, notwithstanding
            whether caused by negligence, a breach of the Manager's duty
            pursuant to Clause 3(f) hereof or otherwise.

      (ii)  Under no circumstances shall the Manager be liable to the Joint
            Venturers for damages that would have been covered by the insurance
            recommended to be purchased by the Manager pursuant to Clause 8
            (a)(ii) hereof and for which the Management Committee decided not to
            purchase insurance and furthermore, the Joint Venturers shall
            indemnify the Manager for any loss it suffers or incurs as a result
            of third party claims against the Manager that would have been
            covered by the said recommended insurance coverage including any
            deductible or excess thereto.

      (iii) The Joint Venturers agree to indemnify the Manager for all liability
            incurred by the Manager to third parties, except that caused by the
            negligence of the Manager.

      (iv)  Any loss or damage suffered by the Joint Venturers arising out of
            the Project for which no insurance cover was effected by reason of
            the failure of the Manager to promptly implement a direction of the
            Management Committee shall be met by the Manager without recourse to
            or contribution from the Joint Venturers who shall be indemnified by
            the Manager to the extent of such loss or damage.

                                       14
<PAGE>

(d)   Releases from liability and limitations on liability expressed in this
      Agreement shall apply even in the event of the fault, negligence, strict
      liability, or otherwise of the Manager and shall extend to the directors,
      officers and employees, and related or affiliated companies of the Manager
      and their directors, officers and employees.

(e)   A reference in this Clause 7 to the Manager shall be deemed to include a
      reference to PTS where services are provided by PTS pursuant to Clause 4
      (c)(i) hereof.

Clause 8. Insurance

(a)   In the name of the Joint Venturers and the Manager for their respective
      rights and interest, the Manager shall:

      (i)   obtain all insurance required by law or statute including, but not
            necessarily limited to, both third party motor vehicle insurance and
            Workers' Compensation insurance in accordance with the appropriate
            statutory requirement;

      (ii)  use its best efforts to obtain quotes on insurance of the types and
            in amounts appropriate to a project of the size and nature of the
            Project, including but not limited to directors and officers
            insurance and professional liability insurance for employees working
            on the Project, and present the same to the Management Committee
            annually along with a written recommendation as to what insurance
            should be purchased; and

      (iii) obtain all available insurance as specifically directed by the
            Management Committee.

(b)   The cost of all insurance (including any deductible or excess incurred
      except in the circumstances referred in Clause 7(b) (ii) .and (iii))
      obtained by the Manager

                                       15
<PAGE>

      pursuant to Clause 8(a) hereof shall be charged to and paid for by the
      Joint Venturers in accordance with their Percentage Interest in the Joint
      Venture.

Clause 9. Termination of Manager

(a)   In the event that the Management Committee decides that the Manager has
      been incompetent, seriously derelict or seriously negligent in performance
      of its duties as Manager it may dismiss the Manager in which event, it
      shall notify the Manager in writing ("Notice of Dismissal") of its
      decision which decision shall take effect immediately upon receipt thereof
      by the Manager and the Joint Venturers shall thereupon appoint an interim
      manager provided that, notwithstanding its dismissal or termination
      pursuant to subclause (g) hereof, the former Manager, in order to ensure
      an orderly transition in the management of the Project, shall co-operate
      fully with the other Joint Venturers, including by making available to the
      interim manager key personnel engaged in the Project for a reasonable time
      and on the cost reimbursement and fee basis provided for herein.

(b)   The Manager shall have the right within 28 days of receipt of Notice of
      Dismissal to dispute the decision referred to in subclause (a) hereof by
      giving written notice to the Joint Venturers whereupon the matter shall be
      referred immediately to arbitration pursuant to subclause (f) hereof.

(c)   If the manager elects not to dispute the Notice of Dismissal within 28
      days of receipt as aforesaid, the position of Manager shall become vacant
      as of the date of the expiry of the said 28 day period.

(d)   If it is determined by arbitration:

      (i)   that the Manager has not been incompetent, seriously derelict or
            seriously negligent in performance of its duties and was therefore
            wrongly dismissed then at the Manager's option:

                                       16
<PAGE>

            (a)   the Manager will be reinstated and the other Joint Venturers
                  will pay to the Manager one hundred and twenty-five percent
                  (125%) of the fee that the Manager would have been paid for
                  work performed during the period it was not acting as Manager:

            or

            (b)   the Manager may decline reinstatement and be paid by the other
                  Joint Venturers one hundred and twenty five percent (125%) of
                  the fee that the Manager would have been paid for work
                  performed during the said period.

      (ii)  that the Manager has been incompetent, seriously derelict or
            seriously negligent in performance of its duties as Manager, the
            position of Manager shall become vacant as of the date of the
            determination.

(e)   A dispute referred to in subclause (b) hereof, shall be decided by a board
      of three arbitrators (the "Board"), one to be appointed by the Manager,
      one jointly by all the Joint Venturers other than the Joint Venturer who
      is the Manager, and the third, who will be chairman, to be appointed by
      the first two arbitrators or as hereinafter provided. If any of the
      parties to the dispute fails to appoint an arbitrator within thirty (30)
      days after receiving notification of a referral to arbitration by another
      party, then such arbitrator will be appointed by the President of the
      international Chamber of Commerce.

      Furthermore, if the two arbitrators so appointed do not appoint a third
      arbitrator within thirty (30) days from the appointment of the second
      arbitrator such third arbitrator will also be appointed by the President
      of the International Chamber of Commerce. After the appointment of the
      third arbitrator, the Board will convene at a place selected by him and
      proceed with the arbitration hearing without delay. After such hearing,
      the Board will make its award expeditiously and will deliver a copy of
      such award to each of the parties thereto. All costs and expenses of the

                                       17
<PAGE>

      Board and of the parties in dispute will be paid as the Board will
      determine. The Board will determine by majority vote the rules of evidence
      and procedure that will apply to the hearing before the Board, provided
      that each Joint Venturer and the Manager will be entitled to submit oral
      evidence to the hearing. The Manager and the Joint Venturers will be bound
      by the majority decision of the Board, whose decision shall be final.

(f)   In the event that Placer's Percentage Interest in the Joint Venture is
      reduced to less than 20% and a majority in Percentage Interest of the
      other Joint Venturers jointly notify the Manager in writing that they do
      not wish the Manager to continue as Manager as of a specified date, the
      position of Manager shall become vacant on the date specified in the said
      notice.

Clause 10. Termination by Manager

(a)   The Manager may terminate its position as Manager by giving prior written
      notice to the other Joint Venturers to take effect at any of the following
      times:

      (i)   at the end of the Exploration Phase; or

      (ii)  at the end of the Feasibility Phase; or

      (iii) at the end of the Construction Phase; or

      (iv)  during the Operating Phase by giving the Joint Venturers not less
            than twelve (12) months prior written notice; or

      (v)   at any time if agreed by all the Joint Venturers not holding the
            position of Manager.

(b)   The Manager shall, in any of the circumstances referred to in sub clause
      (a) of this clause, give the Joint Venturers as much prior notice as
      possible of its intention

                                       18
<PAGE>

      and shall cooperate with the Joint Venturers and any new Manager appointed
      by them so as to ensure an orderly transition in the management of the
      Project.

Clause 11. Replacement of Manager

If the position of Manager becomes vacant pursuant to this Agreement, the
Management Committee shall be empowered to decide on and shall appoint a
replacement therefore.

Clause 12. Independent Contractor

The Manager shall be an independent contractor in the performance of the
services hereunder and shall have a complete charge of the personnel engaged in
the performance of such services.

Clause 13. Data Ownership

The Manager agrees that designs, calculations, drawings, specifications and
other similar material produced or prepared for the Project on behalf of the
Manager, whether complete or not, become the property of the Joint Venture for
the purpose of the Project when they come into existence.

Clause 14. Conflict with Joint Venture Agreement

Where the terms of this Agreement conflict with those of the Joint Venture
Agreement, the terms of this Agreement shall prevail.

Clause 15. Assignment and Delegation

The Manager may not, without prior written consent of the other Joint Venturers,
representing a majority in Percentage Interest of those Joint Venturers assign
or delegate its rights, obligations or duties under this Agreement or the Joint
Venture Agreement except as permitted hereunder or thereunder.

                                       19
<PAGE>

Clause 16. Governing Law

This Agreement shall be governed by the laws of New South Wales, Australia and
the parties hereto hereby submit to the jurisdiction of the Supreme Court of
that State.

Clause 17. Just and Faithful

The Manager covenants and agrees with each of the Joint Venturers to be just and
faithful in all its activities and dealings with the said Joint Venturers and
without limiting the generality of the foregoing to be just and faithful in the
discharge of its obligations under this Agreement.

IN WITNESS WHEREOF the parties hereto have caused their Seals to be affixed the
day and year first above written.

THE COMMON SEAL OF PLACER (P.N.G)                          )
PTY LIMITED was hereunto affixed in the                    )
presence of:                                               )

_______________________________________                    )

_______________________________________                    )
                                                           )

THE COMMON SEAL OF HIGHLANDS                               )
GOLD PROPERTIES PTY LIMITED was                            )
hereunto affixed in the presence of:                       )

_______________________________________                    )

_______________________________________                    )
                                                           )

                                       20
<PAGE>

THE COMMON SEAL OF RGC (PAPUA                              )
NEW GUINEA) PTY LIMITED was                                )
hereunto affixed in the presence of:                       )

_______________________________________

_______________________________________

                                       21
<PAGE>

                                  Schedule "A"

                EXPLORATION, FEASIBILITY AND CONSTRUCTION PHASES

                             BASIS FOR REIMBURSEMENT

1.    INTERPRETATION

      In this Schedule the following terms shall have the meanings set out
      below:

(a)   "Base Salary" means only the actual standard annual salary paid to any
      employee referred to in subparagraphs 2(a) and 2(c) below.

(b)   "Standard Working Hours" means the annual number of hours which the
      personnel in question are expected to work in accordance with the
      Manager's standard employment practices from time to time.

2.    REIMBURSEMENT OF MANAGER

For the services requested by the Joint Venturers or required of the Manager
pursuant to this Agreement or the Joint Venturers Agreement (the "Services") and
performed as herein provided, the Joint Venturers shall pay the Manager in
accordance with paragraph 4 hereof an amount of money, equal to all costs and
expenses incurred by the Manager in such performance, including:

(a)   In respect of employees of the Manager's affiliated companies not employed
      full time on the project during the Exploration Phase and Feasibility
      Phase, an amount equal to two and one-half times that proportion of their
      Base Salaries which is the same proportion that the hours worked by those
      employees on the Project in any month bears to one twelfth of their
      Standard Working Hours, plus all employee related costs that are specific
      to the Project, including but not limited to the following if applicable:

      1.    site allowance

      2.    foreign service allowances

<PAGE>

      3.    overtime

      4.    premium time

      5.    penalty time

      6.    special project allowances

      7.    living away form home allowances

      8.    inconvenience allowances

      9.    special housing allowances

      10.   relocation allowances

      11.   schooling allowances for children

      12.   home travel allowances

      13.   severance pay

      14.   any reasonable Project related allowances or charges that may be
            agreed to by the Joint Venturers from time to time.

(b)   In respect of all other employees of the Manager and its affiliated
      companies during the Exploration Phase and Feasibility Phase (including,
      but not limited to, contract employees) all actual salary costs,
      allowances and benefits including but not limited to the items listed in
      items 1 to 14, inclusive of subparagraph 2(a) hereof and

      1.    superannuation

      2.    Workers' compensation

      3.    payroll taxes

      4.    annual leave premium

      5.    public holidays if paid

      6.    sick leave

      7.    long service leave

      8.    life insurance

(c)   In respect of employees of the Manager's affiliated companies not employed
      full time on the Project during the Construction Phase, an amount equal to
      two and one-fifth times that proportion of their Base Salaries which is in
      the same proportion that the hours worked by those employees on the
      Project in any month bear to one twelfth of their Standard Working Hours
      plus all employee related

<PAGE>

      costs that are specific to the Project, including but not limited to the
      items listed in items 1 to 14, inclusive, of subparagraph 2(a) hereof.

(d)   In respect of all employees of the Manager and its affiliated companies
      employed full time on the Project during the Construction Phase
      (including, but not limited to, contract employees) all actual salary
      costs, allowances and benefits including but not limited to the items
      listed in items 1 to 14, inclusive, of subparagraph 2(a) hereof and items
      1 to 8, inclusive of subparagraph 2(b).

(e)   The costs, expenses and fees in connection with subcontracts entered into
      by the Manager with third parties for the performance of such subcontracts
      including all payments made to such third parties.

(f)   Amounts paid by the Manager to or for the benefit of employees of the
      Manager and its affiliated companies for transportation, travelling and
      living expenses and other necessary expenses while travelling in the
      interest of and for the benefit of the Joint Venturers.

(g)   The cost of any materials and supplies used by the Manager in connection
      with performance of the Services.

(h)   The cost of all long distance communications incurred in performance of
      the Services.

(i)   All costs incurred by the Manager in connection with the procurement of
      any materials, equipment, supplies or services on behalf of or for the
      benefit of the Joint Venturers.

(j)   All premiums and fees in relation to policies of insurance and/or
      contracts of indemnity obtained by the Manager for the benefit of the
      Joint Venturers.

(k)   A rental fee for equipment of Placer Dome Inc.'s ("P.D.I.") Computer
      Centre section used in relation to this Schedule, pursuant to the schedule
      of fees charged from time to time by such section to companies associated
      with P.D.I., which fee

                                       3
<PAGE>

      shall not be greater than the rate charged by P.D.I. to companies not
      associated with P.D.I.

(l)   A rental fee for equipment of P.D.I.'s Laboratory section used in relation
      to this Schedule, pursuant to the schedule of fees charged therefor from
      time to time by such section to companies associated with P.D.I. which fee
      shall not be greater than the rate charged by P.D.I. to companies not
      associated with P.D.I.

(m)   A fee for assays performed pursuant to this Schedule, in accordance with
      the schedule of fees charged therefor from time to time by P.D.I.'s
      Laboratory section to companies associated with P.D.I. which fee shall not
      be greater than the rate charged by P.D.I. to companies not associated
      with P.D.I.

(n)   Any and all other costs and expenses incidental to an reasonably necessary
      for performance of the Services hereunder.

3.    COST ACCOUNTING

The Manager shall keep books and records on the costs and expenses incurred
pursuant to paragraph 2 hereof in accordance with generally accepted accounting
principles and practices. During the term hereof the Manager shall provide
copies of any receipts, invoices, extracts from books or records or other
documents, in the Manager's possession, reasonably required by the Joint
Venturers to substantiate any costs or expenses pursuant to paragraph 2 hereof.

The Manager shall ensure that any services provided by PTS shall be documented
in such detail as to show to the reasonable satisfaction of the Joint Venturers
the precise basis of the charges made.

4.    PAYMENT FOR SERVICES AND ADVANCE CALLS

On, or as soon after as practical, the 1st day of each calendar month
immediately following a calendar month in which Services have been performed:

                                       4
<PAGE>

(a)   the Manager shall prepare and submit to each Joint Venturer a detailed
      invoice (including or supported by particulars of hours worked on the
      Project by employees referred to in paragraphs 2(a) and 2(c) of this
      Schedule "A") showing that Joint Venturer's proportion, in accordance with
      its Percentage Interest, of:

      (i)   the amount determined in accordance with paragraph 12(a) and 2(c) of
            this Schedule "A";

      (ii)  all other costs and expenses referred to in paragraph 2 of this
            Schedule A for such calendar month with supporting documents with
            respect to significant costs and expenses attached thereto; and

      (iii) the amount forecast by the Manager as being required in the current
            month to meet expenditure to be made by it pursuant to the current
            budget;

      and deducting from the total of those amounts, any payment previously made
      to the Manager by that Joint Venturer pursuant to sub-paragraph (iii) of
      this paragraph 4(a) and not expended by the Manager.

(b)   Within 30 days after the submitting of any such invoice, each Joint
      Venturer shall pay to the Manager at its office, as designated by the
      Manager, the amount shown to be due, (if any) in kind or in such other

[page 27 of original missing]

                                       5
<PAGE>

                                  Schedule "B"

                      CONCEPT OF CAPITAL CONTROL PROCEDURES
                  TO BE INCORPORATED IN THE PROCEDURES MANUALS

It is understood and agreed to by the Joint Venturers that the procedures
manuals to be prepared under Clause 3(a)(v) of this Agreement will contain
procedures for control of capital expenditures during the Construction Phase and
Operating Phase generally as follows:

1.    Tenders relating to the Construction Phase for all budgeted items with a
      tender or purchase price not exceeding five (5) million Kina may be
      approved in accordance with the Manager's normal practices which normal
      practices will be included in and form part of the procedures manual.

2.    Tender summaries and recommendations for individual tenders relating to
      the Construction Phase exceeding five (5) million kina will be submitted
      to each Joint Venturer along with the budget comparison for their
      consideration and approval. If a Joint Venturer does not respond within
      three working days after receipt of the tender summaries the Manager may
      assume that the Joint Venturer has concurred with the recommendation.

3.    Tenders relating to the Operating Phase for all budgeted items with a
      tender or purchase price not exceeding two and one half (2.5) million Kina
      can be approved according to the Manager's normal practices which normal
      practices will be included in and form part of the procedures manual.

4.    Tender summaries and recommendations relating to the Operating Phase
      exceeding two and one half (2.5) million kina will be submitted to each
      Joint Venturer along with the budget comparison for their consideration
      and approval. If a Joint Venturer does not respond within three working
      days after receipt of the tender summaries the Manager may assume that the
      Joint Venturer has concurred with the recommendation.

<PAGE>

5.    All capital expenditures will be reported to the Joint Venturers by the
      Manager on a regular basis but not less than once each month by means of
      the budget status report which will show for all items identified in the
      approved capital cost budget by a cost code number the following:

            Cost to Date
            Cost Committed
            Estimated Cost to Complete
            Total Estimated Cost
            Budget Estimate
            Variation from Budget

In addition detailed cost reports will be available to the Joint Venturers if
they so desire them.

6.    Funds will not be transferred from nor will charges be made against the
      contingency fund without approval of the Management Committee.

7.    Except in the case of an emergency where human life or Joint Venturers
      property is at risk all unbudgeted items in excess of K100,000 are to be
      submitted to each Joint Venturer for consideration and approval prior to
      any commitment by the Manager to any vendor or supplier. If a Joint
      Venturer fails to respond within five working days, the Manager may assume
      that the Joint Venturer has concurred with Manger's recommendation, but at
      the request of any Joint Venturer notified to the Manager within the said
      period of five working days the matter shall be referred to the next
      Management Committee meeting for decision.

                                       2
<PAGE>

                                  Schedule "C"

                                 OPERATING PHASE
                    OPERATING FEE AND BASIS FOR REIMBURSEMENT

1.    INTERPRETATION

In this Schedule the following terms shall have the meanings set out below:

"Operating Fee" means the fee payable to the Manager as provided in Paragraph 5
hereof.

"Operating Year" means each period of twelve (12) consecutive calendar months
commencing from the commencement of the Operating Phase.

"Consumer Price Index" or "CPI" shall mean the Consumer Price Index for all
consumers published by the Bureau of Labor Statistics of the United States
Department of Labor in its monthly "Consumer Price Index Detailed Report," as it
is calculated from time to time. In this definition, reference to the Consumer
Price Index includes the same index but with a different name, and the same
index adjusted mathematically to take account of a change in an Operating Year
(provided that indices based on the same year are used throughout the
calculation), and the reference to the United States Bureau of Labor Statistics
includes a reference to that Bureau but with a different name, and any
governmental agency in the United States having similar functions. If the
Consumer Price Index is not published for any reason for any month, the Joint
Venturers shall endeavor to agree on a substitute index. If they fail to
unanimously agree within 14 business days commencing from the time a calculation
is to be made, any Joint Venturer may request the President for the time being
of the Institute of Chartered Accountants in Australia to nominate within 5 days
of being so requested an expert to determine a substitute index within 30 days
of being so nominated. The expert shall act as an expert and not as an
arbitrator and his decision shall be final and binding on the Joint Venturers.
The costs of the determination shall be borne by the Joint Venturers in
accordance with the Percentage Interest.

2.    REIMBURSEMENT OF MANAGER

For the services requested by the Joint Venturers or required of the Manager
pursuant to this Agreement or the Joint Venture Agreement during the Operating
Phase (the

<PAGE>

"Services") and performed as herein provided, the Joint Venturers shall pay the
Manager in accordance with paragraph 4 hereof an amount of money, equal to all
costs and expenses incurred by the Manager, in such performance, including:

(a)   in respect of employees of the Manager during the Operating Phase
      (including, but not limited to, contract employees) all actual salary
      costs, allowances and benefits including but not limited to the items 1 to
      8, inclusive, of subparagraph 2(b) of Schedule A hereof;

(b)   the costs, expenses and fees in connection with subcontracts entered into
      by the Manager with third parties for the performance of such subcontracts
      including all payments made to such third parties;

(c)   amounts paid by the Manager to or for the benefit of its employees for
      transportation, travelling and living expenses and other necessary
      expenses while travelling in the interest of and for the benefit of the
      Joint Venturers;

(d)   the cost of any materials and supplies used by the Manager in connection
      with performance of the Services;

(e)   the cost of all long distance communications incurred in performance of
      the Services;

(f)   all costs incurred by the Manager in connection with the procurement of
      any materials, equipment supplies or services on behalf of or for the
      benefit of the Joint Venturers;

(g)   all premiums and fees in relation to policies of insurance and/or
      contracts of indemnity obtained by the Manager for the benefit of the
      Joint Venturers;

(h)   any and all other costs and expenses incidental to and reasonably
      necessary for performance of the Services hereunder.

                                        2
<PAGE>

3.    COST ACCOUNTING

The Manager shall keep books and records on the costs and expenses incurred
pursuant to paragraph 2 hereof in accordance with generally accepted accounting
principles and practices. During the term hereof the Manager shall provide
copies of any receipts, invoices, extracts from books or records or other
documents, in the Manager's possession, reasonably required by the Joint
Venturers to substantiate any costs or expenses pursuant to paragraph 2 hereof.

4.    PAYMENT FOR SERVICES AND ADVANCE CALLS

On, or as soon after as practical, the 1st day of each calendar month
immediately following a calendar month in which services have been performed;

(a)   the Manager shall prepare and submit to each Joint Venturer a detailed
      invoice showing that Joint Venturer's proportion, in accordance with its
      Percentage Interest, of:

      (i)   actual salary and on-costs of employees of the Manager calculated in
            accordance with sub paragraph 2(a) of this Schedule C;

      (ii)  all other costs and expenses referred to in paragraph 2 of this
            Schedule C for such calendar month with supporting documents with
            respect to significant costs and expenses attached thereto; and

      (iii) the amount forecast by the Manager as being required in the current
            month to meet expenditure to be made by it pursuant to the current
            budget;

and deducting from the total of those amounts, any payment previously made to
the Manager by that Joint Venturer pursuant to sub-paragraph (iii) of this
paragraph 4(a) and not expended by the Manager.

(b)   within 30 days after the submitting of any such invoices each Joint
      Venturer shall pay to the Manager at its office, as designated by the
      Manager, the amount shown

                                        3
<PAGE>

      to be due, (if any) in Kina or in such other currency as the Manager may
      require in order to meet liabilities to third parties.

(c)   (i)   Any Joint Venturer shall have the right to dispute any such invoice
            by notice as hereunder provided not later than 180 days after the
            close of the financial year of the Manager in which the invoice was
            received. If a Joint Venturer does not dispute any invoices within
            the aforesaid time, then such invoice shall be deemed to be
            undisputed and final.

      (ii)  If a Joint Venturer disputes any invoices as aforesaid:

            (1)   the Joint Venturer shall give notice in writing to the Manager
                  detailing the dispute and shall pay any unpaid and undisputed
                  portion of the invoice forthwith; and

            (2)   the dispute shall be submitted to the auditors of the Joint
                  Venture acting as experts and not as arbitrators, to determine
                  the amount, if any, payable by the Joint Venturer. In order to
                  resolve the dispute the auditors shall, as may be necessary,
                  have access to the books and records of the Manager and may at
                  their discretion seek independent assistance or advice. The
                  Joint Venturer shall pay any balance that the auditors
                  determine as due to the Manager within 7 days of the auditors
                  notifying the Joint Venturer of such determination. If the
                  invoice is determined as correct the Joint Venturer shall
                  further pay interest on the said amount at the rate set out in
                  Clause 5(b) of the Joint Venture Agreement. The auditors costs
                  of such determination shall be borne by the Manager if the
                  balance (if any) certified by the auditors as due is less than
                  the disputed portion of the invoice and by the Joint Venturer
                  if the invoice is certified as correct.

                                        4
<PAGE>

5.    OPERATING FEE

An Operating Fee shall be payable to the Manager for each Operating Year on a
quarterly basis in arrears for Services rendered with respect thereto. The
Operating Fee shall be payable as follows:

(a)   (i)   For the first Operating Year Nine Hundred Thousand United States
            Dollars ($U.S. 900,000.00);

      (ii)  For each of the second, third and fourth Operating Years Nine
            Hundred thousand United States Dollars ($U.S. 900,000.00) PROVIDED
            THAT the fee payable shall be adjusted at the commencement of each
            said year by reference to the following formula:-

            $U.S. 900.000.00   A
            ---------------- X -
                    1          B

            where A =   the C.P.I. most recently published at the conclusion of
                        the Operating Year immediately preceding each Operating
                        Year referred to in this sub-paragraph (ii).

                  B =   C.P.I. most recently published at the commencement of
                        the first Operating Year;

(b)   For each of the fifth, sixth, seventh, eighth, ninth and tenth Operating
      Years Six Hundred and Seventy-Five Thousand United States Dollars ($U.S.
      675,000.00) PROVIDED THAT the fee payable shall be adjusted at the
      commencement of each said year by reference to the following formula:

            $U.S. 675,000.00   A
            ---------------- X -
                     1         B

            where the factors "A" and "B" have the same meanings as in the
            preceding sub-paragraph (a) of this paragraph 5.

(c)   The Joint Venturers shall not less than 6 calendar months before the
      conclusion of the tenth Operating Year, negotiate in good faith and
      endeavor to reach agreement

                                        5
<PAGE>

      with the Manager with respect to the Operating Fee for each year of the
      period following the conclusion of the tenth Operating Year.

                                        6

</TEXT>
</DOCUMENT>
