<DOCUMENT>
<TYPE>EX-4.70
<SEQUENCE>9
<FILENAME>y68795exv4w70.txt
<DESCRIPTION>SUBSCRIPTION AND OPTION AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 4.70

                                      DATED

(1)      DRD (ISLE OF MAN) LIMITED

(2)      NET-GOLD SERVICES LIMITED

(3)      G.M. NETWORK LIMITED

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

                        SUBSCRIPTION AND OPTION AGREEMENT

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

                                  Maitland & Co
                          5th Floor, 44-48 Dover Street
                                London W l S 4NX
                             Tel: (+44 20) 7344 7500
                              www.maitlandgroup.com

<PAGE>

                                                                 26 January 2004

                        SUBSCRIPTION AND OPTION AGREEMENT

THIS AGREEMENT is made on 26 January 2004

Between

(1) DRD (ISLE OF MAN) LIMITED, a company incorporated as a limited company in
accordance with the laws of the Isle of Man having registration number 94445 C
and its registered address at Grosvenor House, 66/67 Athol Street, Douglas, Isle
of Man (the "INVESTOR");

(2) NET-GOLD SERVICES LIMITED, a company incorporated as a limited company in
accordance with the laws of the Bahamas having registration number 96407 B and
its registered address at c/o Provident Trust Limited, PO Box 9204, Charlotte
House, Charlotte Street, Nassau, Bahamas (the "COMPANY"); and

(3) G.M. NETWORK LIMITED, a company incorporated as a limited company in
accordance with the laws of the Isle of Man having registration number 092598 C
and its registered office at Falcon Cliff, Palace Road, Douglas, Isle of Man
("GMN").

RECITALS

A.       The Company is a wholly owned subsidiary of GMN.

B.       The Investor wishes to subscribe for approximately 50.25% of the
         Company's shares in accordance with the terms of this agreement. On
         completion, the Investor will pay 10% of the aggregate subscription
         price in return for a proportionate number of fully paid shares in the
         Company, and the remainder of the Investor's proposed shareholding will
         be issued unpaid. The unpaid shares will either be paid up or cancelled
         in accordance with the terms of this agreement.

C.       The Investor and GMN will have respective put and call options to
         exchange the Investor's shares in the Company for an agreed number of
         shares in GMN.

D.       If the Investor does not pay the subscription price in relation to its
         unpaid shares in the Company, those shares will be cancelled; the
         options referred to in Recital C will lapse with respect to the unpaid
         shares; and the Investor and GMN will have respective put and call
         options to sell and acquire respectively the Investor's fully paid
         shares in the Company in exchange for an agreed number of shares in
         GMN.

<PAGE>

It is agreed as follows:

1.       Interpretation

         1.1      In this agreement and the Schedules, unless the contrary
                  intention appears:

                  1.1.1    "COMPLETION" means the completion of the transactions
                           and matters specified in clause 4;

                  1.1.2    "DEED OF ADHERENCE" means the deed of adherence
                           annexed hereto as Schedule 4 pursuant to which the
                           Investor covenants to adhere to the GMN Shareholders
                           Agreement conditionally upon acquiring a shareholding
                           in GMN;

                  1.1.3    "ENCUMBRANCE" means a mortgage, charge, pledge, lien,
                           option, restriction, right of first refusal, right of
                           pre-emption, third party right or interest, or other
                           encumbrance or security of any kind;

                  1.1.4    "INVESTOR DIRECTOR" means a director to be nominated
                           by the Investor for appointment to the board of GMN
                           pursuant to the provisions of clause 6;

                  1.1.5    "GMN SHAREHOLDERS AGREEMENT" means a shareholders
                           agreement dated June 2003 between GMN and its
                           shareholders;

                  1.1.6    "PAID SHARES" means 10.1 (ten point one) of the
                           Subscription Shares which will be issued and allotted
                           to the Investor on Completion as fully paid up
                           Shares;

                  1.1.7    "SHARES" means ordinary shares of US$0.01 each in the
                           Company;

                  1.1.8    "SHAREHOLDER" means a holder of shares in the
                           Company;

                  1.1.9    "SUBSCRIPTION SHARES" means 101 ordinary shares of
                           US$0.01 each in the Company for which the Investor is
                           subscribing under clause 2 and which consist of the
                           Paid Shares and the Unpaid Shares;

                  1.1.10   "UNPAID SHARES" means 90.9 (ninety point nine) of the
                           Subscription Shares which will be issued and allotted
                           to the Investor on Completion as unpaid Shares;

                  1.1.11   "WARRANTIES" means the warranties referred to in
                           Schedule 2.

                                       2

<PAGE>

         1.2      In this agreement and the Schedules unless the context
                  otherwise requires:

                  1.2.1    Words denoting any one gender include all other
                           genders and words denoting the singular shall include
                           the plural and vice versa.

                  1.2.2    A reference to:

                           (a)      a "subsidiary" or "holding company" shall be
                                    construed in accordance with section 736 of
                                    the English Companies Act 1985, as amended
                                    and in force at the date of this agreement;

                           (b)      a "clause" or a "Schedule" is a reference to
                                    a clause of, or a Schedule to, this
                                    agreement;

                           (c)      a person includes a reference to a body
                                    corporate, an unincorporated association or
                                    a partnership and that person's legal and
                                    personal representatives and successors; and

                           (d)      any statutory provision includes a reference
                                    to the statutory provision as modified or
                                    re-enacted or both from time to time
                                    (whether before or after the date of this
                                    agreement).

         1.3      When any payment falls due or any other obligation falls to be
                  performed on a Saturday, Sunday or a day on which banks are
                  not open for the transaction of normal business in the Isle of
                  Man, then such payment shall be made, or such obligation
                  performed, on the next succeeding day on which banks are open
                  for the transaction of normal business in the Isle of Man.
                  This clause will not apply in respect of the parties'
                  obligations in clause 4.

         1.4      Headings are for ease of reference only and shall not affect
                  the interpretation of this agreement.

2.       SUBSCRIPTION

         The Investor will subscribe for the Subscription Shares for an
         aggregate subscription price of US$ 2,000,000 (two million United
         States dollars) in accordance with the terms of this agreement,
         equating to a subscription price of US$19,801.98 per Subscription
         Share. For the avoidance of doubt the Subscription Shares will be
         subscribed for by, and issued and allotted to, the Investor, and not by
         or to, any nominee of the Investor.

3.       AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION

                                       3

<PAGE>

         GMN will procure that the Company's articles of association are amended
         prior to Completion in the manner set out in Schedule 3.

4.       COMPLETION

         4.1      Completion will take place at 16h00, Isle of Man time, on the
                  day following execution of this agreement at the offices of
                  Maitland & Co, Falcon Cliff, Palace Road, Douglas, Isle of Man
                  or at such other place as the parties agree, when:

                  4.1.1    the Investor will

                           (a)      pay to the Company the sum of US$ 200,000
                                    (two hundred thousand United States dollars)
                                    being the proportion of the subscription
                                    price due for the Paid Shares; and

                           (b)      deliver to GMN a counterpart of the Deed of
                                    Adherence duly executed by the Investor as a
                                    deed; and

                  4.1.2    GMN will procure that the Company and the Company
                           undertakes to:

                           (a)      duly issue and allot the Subscription Shares
                                    to the Investor on the basis that the Paid
                                    Shares will be issued and allotted to the
                                    Investor as fully paid up Shares and the
                                    Unpaid Shares will be issued and allotted to
                                    the Investor as unpaid Shares; and

                           (b)      deliver to the Investor (or as it directs) a
                                    share certificate or certificates relating
                                    to the same;

                           (c)      appoint the "B" Directors to the Company's
                                    board of directors as referred to in clause
                                    6.1

                           (d)      ensure that one of the three directors
                                    presently appointed to the Company's board
                                    of directors resigns or is removed from the
                                    Company's board of directors.

         4.2      GMN will procure the appointment of the Investor Director to
                  the GMN board of directors as referred to in clause 7.1.

         4.3      The Investor will pay to the Company on 29 April 2004 or such
                  earlier day as the Investor and the Company shall agree, the
                  sum of US$ 1,800,000, being the proportion of the subscription
                  price due for the Unpaid Shares ("SUBSCRIPTION BALANCE").
                  Following payment of the Subscription Balance in accordance
                  with this clause the Unpaid Shares will become fully paid. If
                  the Investor does not pay the Subscription

                                       4

<PAGE>

                  Balance in accordance with this clause it acknowledges that
                  the Investor will forfeit the Unpaid Shares and the Company
                  will have the right to cancel the Unpaid Shares forthwith.

         4.4      All payments made by the Investor to the Company will be made
                  either by telegraphic or electronic transfer of funds for same
                  day value to such bank account as the Company has previously
                  advised the Investor. The Investor acknowledges that time is
                  of the essence in respect of any payment due by it under this
                  clause 4.

5.       INTER COMPANY LOANS

         Following Completion GMN and the Investor will procure that the Company
         advances the inter company loans in the manner referred to in Schedule
         5.

6.       APPOINTMENT OF DIRECTORS OF THE COMPANY

         6.1      The parties agree that GMN and the Investor shall each have
                  the right to nominate and appoint, and from time to time
                  replace, no more than two directors to the board of directors
                  of the Company. Directors appointed by GMN shall be known as
                  "A" Directors", and directors appointed by the Investor as "B"
                  Directors. The first "B" Director(s) will be Ian Murray and
                  Ilja Graulich. Each party undertakes to take such steps as may
                  be necessary to ensure that the nominees of the other party
                  are promptly appointed to the board of the Company, provided
                  that the persons nominated by one party are approved by the
                  other party, which approval shall not be unreasonably withheld
                  or delayed.

         6.2      The quorum for meetings of the board of directors of the
                  Company shall be two directors, one of whom shall be an "A"
                  Director and one a "B" Director: provided that if a duly
                  convened board meeting is inquorate, then a second board
                  meeting shall be duly convened at which any two directors
                  shall constitute a quorum.

         6.3      Directors may attend meetings of the board either in person,
                  or by video or by conference telephone.

         6.4      The chairman (if one is appointed) will not have a second or
                  casting vote. The "A" and the "B" Directors will be entitled
                  to appoint alternate directors subject to their prior approval
                  by the other Shareholder (which approval shall not be
                  unreasonably withheld or delayed).

         6.5      GMN and the Investor agree that any rights which the Company
                  may have against the Investor pursuant to or in respect of the
                  matters referred to in clauses 4.3, 10 or 11 including without
                  limitation in respect of the Company's right to call for
                  payment of the Subscription

                                       5

<PAGE>

                  Balance, and the Company's right to require forfeiture of the
                  Unpaid Shares, will be dealt with by the "A" Directors, and
                  that the "B" Directors (and/or any alternates appointed by the
                  same) will be precluded from voting in relation thereto.

         6.6      The Investor's right to nominate "B" Directors will cease on
                  the earlier of:

                  6.6.1    its failure to pay the Subscription Balance in
                           accordance with clause 4; or

                  6.6.2    completion of the exercise of the relevant Option
                           pursuant to clause 8;

                  and the Investor will forthwith remove any "B" Directors,
                  including their alternates, who have been appointed and if it
                  fails to do so GMN will be empowered to remove the same.

         6.7      Each of GMN and the Investor will fully indemnify and keep
                  fully indemnified the Company from and against any claim for
                  unfair or wrongful dismissal or redundancy or other
                  compensation, fee or payment arising out of the service of any
                  director appointed pursuant to clause 6.1 as a director of the
                  Company or the removal or loss of office of the same

7.       APPOINTMENT OF DIRECTOR TO GMN

         7.1      GMN will procure that the Investor will be entitled to
                  nominate one director to the board of directors of GMN ("GMN
                  BOARD") who shall be regarded as the "INVESTOR DIRECTOR", and
                  the Investor shall be entitled at any time to effect the
                  removal or replacement of such director, provided the proposed
                  Investor Director or his/her replacement is approved by GMN,
                  which approval shall not be unreasonably withheld or delayed.
                  The Investor Director will not be entitled to a fee or other
                  payment in respect of his appointment. The first Investor
                  Director will be Ian Murray, and llja Graulich will act as his
                  alternate. Any appointment or removal of an Investor Director
                  will be effected by giving written notice thereof to GMN.

         7.2      If the Investor fails to pay the Subscription Balance in
                  accordance with clause 4 its right to nominate an Investor
                  Director will cease and it will forthwith remove any Investor
                  Director, including any alternate, who has been appointed and
                  if it fails to do so GMN will be empowered to remove the same.

         7.3      Following the exercise and completion of the Put Option or the
                  Call Option pursuant to clause 8 below, the Investor's right
                  to nominate an Investor Director pursuant to clause 7.1 will
                  cease, however GMN will

                                       6

<PAGE>

                  procure (with effect from the date of such exercise) that the
                  GMN Board grants the Investor the right to appoint a director
                  to the GMN Board, pursuant to the provisions of clause 3.1.6
                  of the GMN Shareholders Agreement. Any Investor Director
                  serving as a director of GMN at the date of such exercise
                  shall (if the Investor so desires) remain in place, however
                  such director shall from that time be regarded as an appointee
                  pursuant to the GMN Shareholders Agreement rather than
                  pursuant to clause 7.1 of this agreement.

         7.4      The Investor will fully indemnify and keep fully indemnified
                  GMN from and against any claim for unfair or wrongful
                  dismissal or redundancy or other compensation, fee or payment
                  arising out of the service of any director appointed pursuant
                  to clauses 7.1 or 7.3 as a director of GMN or the removal or
                  loss of office of the same.

8.       PUT AND CALL OPTIONS

         8.1      The Put and Call Options referred to in this clause will be
                  conditional upon the Investor paying the Subscription Balance
                  in accordance with clause 4. If the Subscription Balance is
                  not paid in accordance with such clause the Put and Call
                  Options referred to in this clause will lapse and be of no
                  further force or effect.

         8.2      GMN hereby grants the Investor the right to sell to GMN and to
                  require GMN to purchase the Subscription Shares in accordance
                  with the provisions of this clause ("PUT OPTION").

         8.3      The Investor grants GMN the right to purchase from the
                  Investor and to require the Investor to sell the Subscription
                  Shares in accordance with the provisions of this clause ("CALL
                  OPTION").

         8.4      Provided that the Call Option Notice has not been previously
                  served pursuant to clause 8.5, the Investor may exercise the
                  Put Option on one occasion only in relation to all the
                  Subscription Shares at any time before 31 December 2007 by not
                  less than 7 days' notice in writing to GMN ("PUT OPTION
                  NOTICE"). If a Put Option Notice is served in accordance with
                  this clause and the Subscription Shares have been sold and
                  transferred to GMN pursuant to such notice, the Call Option
                  will lapse and be of no further force or effect.

         8.5      Provided that a Put Option Notice has not been previously
                  served pursuant to clause 8.4, the Call Option may be
                  exercised by GMN at any time after the date on which South
                  African exchange control regulations are abolished (as defined
                  below), on not less than 7 days notice in writing to the
                  Investor ("CALL OPTION NOTICE"), or on 31 December 2007
                  whichever is the earlier. Unless previously exercised, GMN
                  will be deemed to have exercised the Call Option on 31

                                       7

<PAGE>

                  December 2007 unless GMN shall have given 10 days prior
                  written notice that the Call Option should not be exercised on
                  that date. For the purpose of this clause 8.5 South African
                  exchange controls shall be deemed to have been abolished on
                  the earlier of the effective date on which:

                  8.5.1    South African exchange controls are abolished in
                           their entirety; or

                  8.5.2    South African exchange controls are modified to the
                           extent that there is no material restriction,
                           prohibition, hindrance or similar encumbrance, on the
                           Investor holding a minority shareholding in GMN.

         8.6      The Investor will use its best endeavours to obtain as soon as
                  practicable any approvals from the South African Reserve Bank
                  or from any other relevant body ("APPROVALS") which may be
                  necessary to enable the transactions contemplated by the
                  exercise of the Call Option to take place. The Investor will:

                  8.6.1    keep GMN fully and promptly informed on the progress
                           of its application for the Approvals
                           ("Applications"), and promptly notify GMN on
                           obtaining the Approvals; and

                  8.6.2    promptly supply GMN with copies of such documents in
                           relation to the Applications as GMN shall from time
                           to time request; and

                  8.6.3    promptly take all action as GMN shall from time to
                           time reasonably require in relation to the
                           Applications and to obtain the Approvals.

                  If the Approvals have not been obtained by the date for
                  completion of the exercise of the Call Option referred to in
                  clause 8.8 (or such later date as GMN may have notified the
                  Investor that such completion should take place) the Investor
                  shall transfer its Shares pursuant to the provisions of clause
                  10.3 to 10.7.

         8.7      The consideration for the Subscription Shares under this
                  clause shall be the issue and allotment to the Investor of
                  523.2611341 ordinary shares of US$1.00 each in GMN, currently
                  representing approximately 14.3% of the issued share capital
                  of GMN on a fully diluted basis ("CONSIDERATION SHARES").

         8.8      Completion of the exercise of the relevant Option shall take
                  place 7 days after the date of the relevant Option Notice, or
                  31 December 2007 as applicable, at the offices of Maitland &
                  Co, Palace Road, Douglas, Isle of Man or at such other place
                  as the parties agree, when:

                                       8

<PAGE>

                  8.8.1    the Investor will deliver:

                           (a)      to GMN an appropriate transfer in respect of
                                    the Subscription Shares duly executed in
                                    favour of GMN together with the relevant
                                    share certificate; and

                           (b)      to the Company (on the basis that such
                                    directors have not already resigned) the
                                    resignations of the "B" Directors, including
                                    their alternates, duly signed as deeds and
                                    confirming that they have no claims against
                                    the Company, in such form as the Company
                                    shall reasonably require; and

                  8.8.2    GMN will procure that the Consideration Shares are
                           duly issued and allotted to the Investor and will
                           deliver to the Investor the relevant share
                           certificate relating thereto.

         8.9      The Subscription Shares shall be sold by the Investor in
                  accordance with this clause with full title guarantee, free
                  from any Encumbrance and together with all rights and benefits
                  attached thereto on or after the date of exercise of the
                  relevant Option, and the Consideration Shares shall be issued
                  and allotted free from any Encumbrance.

9.       GMVN'S CALL OPTION AND THE INVESTORS PUT OPTION

         9.1      The Call Option and Put Option referred to in this clause will
                  be conditional upon the Investor failing to pay the
                  Subscription Balance in accordance with clause 4. If the
                  Subscription Balance is paid in accordance with such clause
                  the Call Option and the Put Option referred to in this clause
                  will lapse and be of no further force nor effect.

         9.2      GMN hereby grants the Investor the right to sell to GMN and to
                  require GMN to purchase the Paid Shares in accordance with the
                  provisions of this clause ("INVESTOR PUT OPTION").

         9.3      The Investor hereby grants GMN the right to purchase and to
                  require the Investor to sell the Paid Shares in accordance
                  with the provisions of this clause ("GMN CALL OPTION").

         9.4      Provided that the GMN Call Option Notice has not previously
                  been served pursuant to clause 9.5, the Investor may exercise
                  the Investor Put Option on one occasion only in relation to
                  all the Paid Shares at any time after 29 March 2004 by not
                  less than 7 days' notice in writing to GMN ("INVESTOR PUT
                  OPTION NOTICE").

         9.5      GMN may exercise the GMN Call Option on one occasion only in
                  relation to all the Paid Shares at any time after 29 2004 by
                  not less

                                       9

<PAGE>

                  than 7 days' notice in writing to the Investor ("GMN CALL
                  OPTION NOTICE"). The Investor will use its best endeavours to
                  obtain as soon as practicable any approvals from the South
                  African Reserve Bank or from any other relevant body
                  ("Approvals") which may be necessary to enable the
                  transactions contemplated by the exercise of the GMN Call
                  Option to take place. The Investor will:

                  9.5.1    keep GMN fully and promptly informed on the progress
                           of its application for the Approvals
                           ("Applications"), and promptly notify GMN on
                           obtaining the Approvals; and

                  9.5.2    promptly supply GMN with copies of such documents in
                           relation to the Applications as GMN shall from time
                           to time request; and

                  9.5.3    promptly take all action as GMN shall from time to
                           time reasonably require in relation to the
                           Applications and to obtain the Approvals.

                  If the Approvals have not been obtained by the date for
                  completion of the exercise of the GMN Call Option referred to
                  in clause 9.7 (or such later date as GMN shall have notified
                  the Investor that such completion should take place) the
                  Investor shall transfer its Paid Shares pursuant to the
                  provisions of clause 10.3 to 10.7.

         9.6      The consideration for the Paid Shares under this clause shall
                  be the issue and allotment to the Investor of 52.3261134
                  ordinary shares of US$1.00 each in GMN, currently representing
                  approximately 1.43% of the issued share capital of GMN on a
                  fully diluted basis.

         9.7      Completion of the exercise of the Investor Put Option or the
                  GMN Call Option shall take place 14 days after the date of the
                  relevant Option Notice (or in the case of a GMN Call Option
                  Notice such later date as GMN may have notified, or in the
                  event that the Investor has to apply for Approvals, 30 days
                  after the exercise of the relevant option notice) at the
                  offices of Maitland & Co, Falcon Cliff, Palace Road, Douglas,
                  Isle of Man or at such other place as the parties agree, when:

                  9.7.1    the Investor will deliver:

                           (a)      to GMN an appropriate transfer in respect of
                                    the Paid Shares duly executed in favour of
                                    GMN together with the relevant share
                                    certificate; and

                           (b)      to the Company (on the basis that such
                                    directors have not already resigned) the
                                    resignations of the "B" Directors, including
                                    their alternates, duly signed as

                                       10

<PAGE>

                                    deeds and confirming that they have no
                                    claims against the Company, in such form as
                                    the Company shall reasonably require; and

                  9.7.2    GMN will procure that the shares referred to in
                           clause 9.6 are duly issued and allotted to the
                           Investor and will deliver to the Investor the
                           relevant share certificate relating thereto.

         9.8      The Paid Shares shall be sold by the Investor in accordance
                  with this clause with full title guarantee, free from any
                  Encumbrance and together with all rights and benefits attached
                  thereto on or after the date of exercise of the Investor Put
                  Option or GMN Call Option, and the shares referred to in
                  clause 9.6 shall be issued and allotted free from any
                  Encumbrance.

10.      RESTRICTIONS ON TRANSFER

         10.1     Other than pursuant to the Options referred to in clauses 8 or
                  9, or as provided in this clause, or as provided in clause 11,
                  or with GMN's prior written consent, the Investor may not
                  transfer, sell, assign, dispose of, renounce any right to,
                  subscribe for, grant any option over, create any Encumbrance
                  over, or otherwise deal in any manner with the legal or
                  equitable interest (collectively "TRANSFER") in any of its
                  shares in the Company.

         10.2     Other than with the Investor's prior written consent, GMN may
                  not Transfer the legal or equitable interest in any of its
                  shares in the Company,

         10.3     If the Approvals have not been obtained by the date referred
                  to in clause 8.8 or 95, as appropriate, the Investor may sell
                  all (but not part) of its shares in the Company, provided that
                  it first offers all (but not part) of such shares ("the
                  Offered Shares") to GMN ("Offer") at the Prescribed Price (as
                  defined in clause 11.1.2).

         10.4     Unless the Company is notified within 7 days after the date of
                  the Offer that the Shareholders have reached agreement on the
                  Prescribed Price, the Company will procure forthwith that the
                  Prescribed Price is determined by the Company's auditors
                  ("Auditors") in accordance with clause 11.6.

         10.5     If GMN does not accept the Offer in full within 7 days of the
                  date on which the Prescribed Price is determined, the Investor
                  will notify the Company's board of directors which will
                  forthwith offer all (but not part) of the Offered Shares to
                  the then shareholders of GMN at the same price ("GMN
                  Offerees"), inviting each of them to state in writing within
                  30 days from the date of such offer whether it is willing to
                  purchase any, and if so, what maximum number of the Offered
                  Shares.

                                       11

<PAGE>

                  At the expiration of such period the directors will within a
                  period of 14 days allocate the Offered Shares to or amongst
                  the GMN Offerees who shall have expressed its or their
                  willingness to purchase as aforesaid and (if more than one) so
                  far as may be possible pro rata to the number of shares held
                  by them respectively in GMN. No GMN Offeree will be obliged to
                  take more than the maximum number of Offered Shares notified
                  to it.

         10.6     Upon acceptance by GMN of the Offer in full, or upon any
                  allocation being made to the GMN Offerees of all of the
                  Offered Shares, as the case may be, pursuant to clause 10.5,
                  the Investor will be bound on payment of the purchase price to
                  transfer the Offered Shares to the purchaser or purchasers
                  concerned, and if it makes default in doing so, the directors
                  may receive and give good discharge for the purchase money on
                  behalf of the Investor and may authorise some person to
                  execute a transfer of the Offered Shares in favour of the
                  relevant purchaser or purchasers and issue the relevant share
                  certificates in respect of the Offered Shares.

         10.7     If all of the Offered Shares are not accepted by GMN, or
                  allocated to the GMN Offerees, as referred to above, the
                  Investor may for a period of 6 months following the expiry of
                  the period referred to above for acceptance of the Offered
                  Shares by the GMN Offerees, sell its shares in the Company to
                  a third party subject to such third party first becoming bound
                  by the provisions of this agreement or by provisions
                  substantially similar to the terms of this agreement as the
                  Investor and GMN may agree, including, without limitation, the
                  Investor Put Option.

11.      COMPULSORY SALE OF SHARES

         11.1     For the purpose of this clause 11 the following expressions
                  shall have the following meanings:

                  11.1.1   "EVENT" means the occurrence of any of the following
                           events:

                           (a)      the making by the Investor of an
                                    arrangement, compromise or moratorium for
                                    the benefit of its creditors generally or
                                    the failure to pay its debts generally as
                                    they become due; or

                           (b)      any distress, execution, sequestration or
                                    other such process being levied or enforced
                                    upon or sued out against any material
                                    property of the Investor which is not
                                    discharged within fourteen days or, if
                                    later, the date of service of the written
                                    notice by GMN pursuant to clause 11.2;

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<PAGE>

                           (c)      an encumbrancer taking possession of, or an
                                    administrator, an administrative receiver, a
                                    receiver, a trustee, or a liquidator being
                                    appointed over the whole or any part of the
                                    undertaking, property or assets of the
                                    Investor; or an order is made or a
                                    resolution is passed for the winding-up of
                                    the Investor other than a solvent
                                    liquidation for the purposes of a
                                    reorganisation;

                           (d)      the Investor at any time purporting to
                                    contravene the provisions of clause 10;

                           (e)      the Investor undergoing a change in control
                                    (as defined below). For the purpose of this
                                    sub clause, "CONTROL" has the meaning
                                    ascribed thereto in section 416 of the
                                    English Income and Corporation Taxes Act
                                    1988 (as amended).

                  11.1.2   "PRESCRIBED PRICE" means:

                           (a)      at any time before the Subscription Balance
                                    has been paid by the Investor, the lower of:

                                    (i)  US$ 200,000; and

                                    (ii) the market value of the Paid Shares, or
         the shares which are the subject of a notice pursuant to clause 11.2
         (as the case may be); or

                           (b)      at any time after the Subscription Balance
                                    has been paid by the Investor, the market
                                    value of the Subscription Shares, or the
                                    shares which are the subject of a notice
                                    pursuant to 11.2 (as the case may be).

         11.2     Notwithstanding any other provision of this agreement upon the
                  occurrence of an Event, GMN shall be entitled to require the
                  Investor to sell to it at the Prescribed Price all (but not
                  part) of the shares in the Company held or beneficially owned
                  by the Investor. Such right shall be exercised by GMN
                  delivering written notice to the Investor and to the Company
                  to that effect at any time within 120 days of the date of the
                  occurrence of such Event or the day on which GMN becomes aware
                  of the occurrence giving rise to the Event, whichever is the
                  later. If no such notice is given timeously, then the right
                  granted to GMN pursuant hereto shall lapse in respect of that
                  Event.

         11.3     If a notice referred to in clause 11.2 is given, the Investor
                  shall deliver to GMN within ten days after the Prescribed
                  Price is determined, a duly executed transfer form in respect
                  of all its shares in the Company against full payment to the
                  Investor of the Prescribed Price.

                                       13

<PAGE>

         11.4     The Shareholders agree to notify each other immediately of any
                  occurrence which would constitute an Event.

         11.5     Unless the Company is notified within 10 days after delivery
                  of a notice under clause 11.2 that the Shareholders have
                  reached agreement on the Prescribed Price, the Company will
                  procure forthwith that the same is determined in accordance
                  with clause 11.6.

         11.6     For the purpose of clauses 10.4 and 11.5, the Prescribed Price
                  will be determined by the Auditors. In making their
                  determination the Auditors will:

                  11.6.1   determine the market value of the Paid Shares or
                           Subscription Shares or the shares which are the
                           subject of a notice pursuant to clause 11.2 (as the
                           case may be) on the basis of an arms length sale
                           between a willing buyer and a willing seller;

                  11.6.2   take into account, inter alia, the options granted in
                           clauses 8 and 9 and the value attributable to the GMN
                           shares that would be issued as consideration on
                           exercise of such options;

                  11.6.3   act as experts and not as arbitrators;

                  11.6.4   receive submissions orally or in writing which any
                           Shareholder may submit within 7 days of their
                           appointment in terms hereof; and

                  11.6.5   make their determination as soon as possible after
                           their appointment and in any case within 14 days
                           thereof.

                  In the absence of manifest error the Auditors' decision will
                  be final and binding on the parties. The Auditors' fees will
                  be paid as the Auditors direct or in the absence of any
                  direction in equal proportions by the Shareholders.

12.      TRANSFER OF GMN'S BUSINESS OR ASSETS

         12.1     GMN undertakes that in the event that it intends to transfer,
                  sell, assign or dispose of a material part of its business,
                  investments or assets (collectively "A DISPOSAL"), it will
                  give the investor not less than 30 days prior written notice
                  of such intention (the "NOTICE PERIOD").

         12.2     At any time during the Notice Period, the Investor may
                  exercise the Put Option or the Investor Put Option pursuant to
                  the provisions of clause 8 or 9 by delivering an Option Notice
                  or an Investor Option Notice to GMN of its intention to
                  exercise the relevant option upon completion of the Disposal.

                                       14

<PAGE>

         12.3     Completion of the exercise of the relevant option pursuant to
                  this clause 12 shall take place upon completion of the
                  Disposal and fulfilment of all suspensive conditions related
                  to the Disposal.

13.      DIVIDENDS

         It is recorded and agreed that the Company shall not pay or consider
         paying any dividend or make or consider making any distribution of
         profits to any shareholder before 1 February 2008.

14.      WARRANTIES

         14.1     GMN hereby warrants to the Investor that each of the
                  Warranties is true and accurate at the date of this agreement.

         14.2     The maximum aggregate liability of GMN in relation to the
                  Warranties shall under no circumstances exceed the
                  subscription price for the Subscription Shares or part thereof
                  that the Company has actually received from the Investor in
                  cleared funds.

15.      CONFIDENTIALITY

         15.1     Any communication between the Investor on the one hand, and
                  the Company and GMN on the other (each to be regarded for the
                  purpose of this clause 15 and clause 17 as one party), and
                  between any of their respective subsidiaries, or their
                  representatives which is marked confidential or which is of a
                  commercially sensitive, proprietary or confidential nature
                  will be kept strictly confidential by the party receiving such
                  communication.

         15.2     Each of such parties will take reasonable precautions to
                  ensure that its officers and employees and the officers and
                  employees of each of its subsidiaries comply with the
                  provisions of this clause and that none of such individuals
                  discloses any term of this agreement, or discloses or uses any
                  confidential information which it acquires in connection with
                  this agreement or in connection with the negotiations leading
                  up to the same, unless the other party agrees.

         15.3     Nothing in this clause will prevent the disclosure of any
                  information required by law or any regulation or rule of any
                  stock exchange or other regulatory authority, save that such
                  disclosure shall be made by the party concerned only after
                  reasonable consultation, if practicable, with the other and,
                  so far as practicable, taking into account the reasonable
                  requirements (as to timing, contents and manner of making or
                  despatch of such disclosure) of the other.

16.      DURATION AND TERMINATION

                                       15

<PAGE>

         16.1     Without prejudice to any accrued rights and obligations this
                  agreement shall continue in full force and effect until the
                  earlier of:

                  16.1.1   the date on which the Company ceases to have more
                           than one shareholder;

                  16.1.2   the date on which the parties agree in writing that
                           this agreement is to terminate;

         16.2     the date of the commencement of winding up of the Company.

         16.3     The termination of this agreement shall be without prejudice
                  to the rights of the parties in respect of any breach of this
                  agreement occurring prior to such termination.

         16.4     Notwithstanding the above provisions, the obligations of the
                  parties pursuant to clause 15 will survive termination.

17.      ANNOUNCEMENTS

         17.1     Subject to clause 17.2 no announcement, communication or
                  circular concerning the transactions referred to in this
                  agreement shall be made or despatched at any time (whether
                  before or after Completion) by either party without the prior
                  written consent of the other (such consent not to be
                  unreasonably withheld or delayed).

         17.2     Where the announcement, communication or circular is required
                  by law or any regulation or rule of any stock exchange or
                  other regulatory authority, it shall be made by the party
                  concerned only after reasonable consultation, if practicable,
                  with the other and, so far as practicable, taking into account
                  the reasonable requirements (as to timing, contents and manner
                  of making or despatch of the announcement, communication or
                  circular) of the other.

18.      FURTHER ASSURANCE

         Each of the parties agrees to perform all further acts and things as
         the other parties may reasonably require to implement and give effect
         to the provisions of this agreement and for the purposes of vesting in
         the parties the full rights and benefits to be vested in the parties
         under this agreement, including voting any of its shares in the
         Company.

19.      GENERAL

         19.1     This agreement and the documents referred to in it contain the
                  whole agreement between the parties relating to the
                  transaction contemplated by this agreement and supersede all
                  previous agreements between the parties in relation to these
                  transactions.

                                       16

<PAGE>

         19.2     No variation or agreed termination of this agreement shall be
                  of any force or effect unless in writing and signed by each
                  party.

         19.3     The failure to exercise or any delay in exercising any right
                  or remedy under this agreement shall not constitute a waiver
                  of that right or remedy or a waiver of any other right or
                  remedy and no single or partial exercise of any right or
                  remedy under this agreement shall prevent any further exercise
                  of that right or remedy or the exercise of any other right or
                  remedy.

         19.4     This agreement shall be personal to the parties and save where
                  specified otherwise no party shall be entitled to assign its
                  rights or obligations under this agreement to any person
                  without the prior written consent of the other parties.

         19.5     Save as provided below a person who is not a party to this
                  agreement has no right under the Isle of Man Contracts (Rights
                  of Third Parties) Act 2001 to enforce any term of this
                  agreement but this does not affect any right or remedy of a
                  third party which exists or is available apart from that Act).
                  It is the intention of the parties that the shareholders of
                  GMN will have the right to enforce clause 10.5 as if they were
                  parties to this agreement. The parties may by agreement
                  rescind or vary any or all of the terms of this agreement
                  without the consent of any such shareholders.

         19.6     Each party will bear its own costs in connection with the
                  preparation and execution of this agreement.

         19.7     In the event of an ambiguity or conflict between the
                  provisions of this agreement and the articles of association
                  of the Company the provisions of this agreement will prevail
                  as between the parties.

20.      NOTICES

         20.1     Any notice or other communication under or in connection with
                  this agreement shall be in writing and shall be delivered
                  personally or by commercial courier to each party due to
                  receive the notice or communication at its address set out
                  below:-

                  20.1.1   the Investor:             Grosvenor House
                                                     66/67 Athol Street
                                                     Douglas
                                                     Isle of Man
                                                     British Isles

                                                     Fax; +44 1624 672334

                                       17

<PAGE>

                 20.1.2   the Company:               Bel Royal House
                                                     Hilgrove Street
                                                     St Helier
                                                     Jersey JE2 4SL
                                                     British Isles

                                                     Fax: +44 1534 638996

                 20.1.3   GMN:                       Falcon Cliff
                                                     Palace Road
                                                     Douglas IM2 4LB
                                                     Isle of Man
                                                     British Isles

                                                     Fax: +44 1624 630001

                  or at such other address as the relevant party may specify by
                  notice in writing to the other parties.

         20.2     Any notice or other communication shall be deemed to have been
                  duly given if delivered personally when left at the address
                  referred to in the immediately preceding clause, or if
                  delivered by commercial courier on the date of signature of
                  the courier's receipt.

21.      GOVERNING LAW

         21.1     The construction, validity and performance of this agreement
                  shall be governed and construed in all respects by the laws of
                  the Isle of Man and the parties hereby submit to the
                  non-exclusive jurisdiction of the Isle of Man.

         21.2     Each of the parties irrevocably agrees and submits to the
                  non-exclusive jurisdiction of the courts of the Isle of Man to
                  hear and determine any suit, action or proceeding which may
                  arise out of or in connection with this agreement.

22.      COUNTERPARTS

         This agreement may be executed in any number of counterparts, each of
         which when executed and delivered shall be an original, but the
         counterparts together shall constitute one and the same instrument.

                                       18

<PAGE>

                                   SCHEDULE 1

                           PARTICULARS OF THE COMPANY

REGISTERED NUMBER:    96407 B

REGISTERED OFFICE:    c/o Provident Trust Limited, PO Box 9204, Charlotte House,
                      Charlotte Street, Nassau, Bahamas

COUNTRY OF INCORPORATION:  Bahamas

DATE OF INCORPORATION:     21 September 1999

SHARE CAPITAL:

Authorised:       US$ 5000 consisting of 500,000 ordinary shares of US$0.01 each

Issued:           100 issued shares of US$0.01 each

SHAREHOLDER:      G.M. Network Limited is the holder of 100 ordinary shares of
                  US$ 0.01 each

DIRECTORS:        Christiaan de Bruyn; James Turk; Geoffrey Turk

SECRETARY:        ASL Financial and Commercial Services Limited

AUDITORS:         Deloitte & Touche, Jersey

<PAGE>

                                   SCHEDULE 2

                                   WARRANTIES

1.       CORPORATE

         1.1      The details of the Company as set out in Schedule I are
                  complete and accurate in all respects,

         1.2      The Company is a duly organised limited liability company
                  validly existing under the laws of the Bahamas.

         1.3      The share register of the Company contains true, complete and
                  accurate records of the members of the Company at the date
                  hereof.

         1.4      True copies of the memoranda and articles of association of
                  the Company have been disclosed to the Investor and set out
                  all rights attaching to the share capital of the Company, as
                  amended pursuant to clause 3.

2.       SUBSCRIPTION SHARES AND TITLE TO SHARES

         2.1      On issue the Subscription Shares will constitute 50.2487% of
                  the Company's issued share capital and (save in relation to
                  the Options referred to in clauses 8 and 9) will be free from
                  any Encumbrance.

         2.2      GMN is the legal and beneficial owner of the whole issued and.
                  allotted share capital of the Company. Such share capital is
                  all fully paid up and is free from any Encumbrance.

         2.3      The unissued share capital of the Company is free from any
                  Encumbrance and there are no arrangements in force or claimed
                  entitling any person to, or to the creation of, any
                  Encumbrance or to the issue or creation of any shares, stock,
                  debentures or loan capital of the Company.

<PAGE>

                                   SCHEDULE 3

               AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION

The Company's articles of association will be amended as follows:

1.       By inserting after existing article 16 the following new articles (and
         by numbering them accordingly):

                        "CALLS ON SHARES AND FORFEITURE"

         An amount payable in respect of a share at any fixed date, whether in
         respect of nominal value or premium, shall be deemed to be a call in
         respect of moneys unpaid on such share and the relevant member shall
         pay to the Company the required amount on such date without the need
         for further notice of such call to be given to the relevant member. If
         the directors however resolve that no call will he deemed made on such
         date the call will be made on such later date as the directors within
         their discretion determine having given the relevant member a minimum
         of 7 days notice of such later date.

         If payment is not duly made on the relevant fixed date in respect of a
         call referred to in article [1, or such later date as the directors
         shall determine in accordance with such article, any share in respect
         of which payment was not duly made, may be forfeited by a resolution of
         the directors and the forfeiture shall include all dividends or other
         moneys payable in respect of the forfeited shares and not paid before
         the forfeited.

         A person any of whose shares have been forfeited shall cease to be a
         member in respect of them and shall surrender to the Company for
         cancellation the certificate for the shares, forfeited.

2.       By inserting after existing article 41 the following new article (and
         by numbering it accordingly):

         "No member shall vote at any meeting of members or at any separate
         meeting of any class of shares in the Company, either in person or by
         proxy, in respect of any share held by him unless all moneys presently
         payable by him in respect of that share have been paid"; and

3.       By adding at the end of existing article 94 the following sentence:

         "Except as otherwise provided by the rights attached to shares, all
         dividends shall be declared and paid according to the amounts paid up
         on the shares on which the dividend is paid. No dividend shall be
         declared and paid in respect of unpaid shares"; and

4.       by renumbering the existing articles accordingly.

<PAGE>

                                   SCHEDULE 4

                              DEED OF ADHERENCE TO
                             SHAREHOLDERS AGREEMENT

THIS DEED is made on the   day of

BY

DRD (ISLE OF MAN) LIMITED, a company incorporated as a limited company in
accordance with the laws of the Isle of Man having registration number 94445 C
and its registered address at Grosvenor House, 66/67 Athol Street, Douglas, Isle
of Man (the "Covenantor")

WHEREAS:

(A)      G.M. Network Limited ("GMN") and the persons listed in the attached
         schedule, being the shareholders in GMN have entered into or agreed to
         adhere to the provisions of a shareholders agreement dated June 2003
         ("the Shareholders Agreement"). The Shareholders Agreement governs
         their relationship as shareholders in GMN and establishes the manner in
         which the affairs of GMN would be conducted.

(B)      The Covenantor wishes to become a party to the Shareholders Agreement
         immediately upon acquiring certain shares in GMN and wishes to amend
         the Shareholders Agreement with the effect that the Covenantor becomes
         a party thereto and as such assumes the rights and obligations of a
         Shareholder under the Shareholders Agreement.

NOW THIS DEED WITNESSES as follows:

1.       INTERPRETATION

         Words and expressions defined in the Shareholders Agreement shall,
         unless the context otherwise requires, have the same meanings when used
         in this Deed.

2.       CONDITION

         This Deed is conditional upon the Covenantor acquiring shares in GMN.

3.       ADHERENCE

         The Covenantor hereby covenants to and undertakes with each of the
         other persons in the schedule to this Deed and with each such other
         person who may from time to time expressly adhere to the Shareholders
         Agreement (by way of execution of a deed or by way of novation) to be
         bound by and comply in all respects with the Shareholders Agreement,
         and to assume the benefits of

<PAGE>

         the Shareholders Agreement, as if the Covenantor had executed the
         Shareholders Agreement and was named as an original party thereto.

4.       NOTICES

         For the purpose of the Shareholders Agreement, the Covenantor's address
         for notices shall be as follows:

         Address:   Grosvenor House
                    66/67 Athol Street
                    Douglas
                    Isle of Man
                    British Isles

                    Fax No:  +44 1624 672334

         Addressed for the attention of:

5.       GOVERNING LAW

         This Deed shall be governed by and construed in accordance with Isle of
         Man law.

                                    SCHEDULE

                                THE SHAREHOLDERS

1.       CONSOLIDATED BULLION LIMITED of Falcon Cliff, Palace Road, Douglas,
         Isle of Man;

2.       METALION INVESTMENTS LIMITED of Grossmunsterplatz 8, Postfach, CH-8034,
         Zurich, Switzerland;

3.       TRIAMA HOLDINGS LIMITED of Grossmunsterplatz 8, Postfach, CH-8034,
         Zurich, Switzerland;

4.       LASCAUX INVESTMENTS Corp having its registered address at Tropic Isle
         Building, PO BOX 438, Road Town, Tortola, British Virgin Islands, with
         administrative office at 28-30 The Parade, St Helier, Jersey, Channel
         Islands, JE4 8XY;

5.       THE EXECUTOR OF THE ESTATE OF THE LATE JAMES U. BLANCHARD III care of
         David A Kerstein, 228 St Charles Avenue, 902 Whitney Building, New
         Orleans, Louisiana, U.S.A.;

6.       KJELD THYGESEN of 7-8 Kendrick Mews, London SW7 3HG, United Kingdom;

7.       PATRICK DUQUESNE of L'ancien Presbytere, 53270 Sainte-Suzanne, France;

<PAGE>

8.       JOHN BRIMELOW of 36 Hycliff Road, Greenwich, Connecticut, 06831,
         U.S.A.;

9.       DAVID W TICE & ASSOCIATES INC of 8140 Walnut Hill Lane, Suite 300,
         Dallas, Texas 75231, U.S.A.;

10.      EDWARD BAKER of 2420 Gough Street, San Francisco, CA 94123, U.S.A.;

11.      LAURANCE DEN of 14317 Chesterfield Road, Rockville MD 20853, U.S.A.;

12.      ALAN BOLTON of 92 Oxford Road, Kensington, Johannesburg 2094, South
         Africa;

13.      MICHAEL CLARK of 16 Pheasant Lane, Chadds Ford, PA 19317, U.S.A.;

14.      URS GUBSER of Bergheimstrasse 7, 8032 Zurich, Switzerland;

15.      JORGE MARTINEZ of Arrendamientos, Diversificados, Plastico#4, Col. San
         Francisco, Cuautlalpan, Naucalpan, Mex 53560, Mexico;

16.      PHILIP O'NEILL of Garden Flat, 181 Sutherland Avenue, London W9 1ET;

17.      ANTHONY KEENE of 118 Bedford Avenue, Apartment 4-R, Brooklyn, New York
         11211-1124, U.S.A.;

18.      TOWNELEY CAPITAL INTERNATIONAL (CAYMAN) LDC of Zephyr House, Mary
         Street, Grand Cayman, B.W.1.;

19.      SIGRID S. VAN ECK of Apartment 301, 575 Park Avenue, New York, New York
         10016, U.S.A.;

20.      INDALCO S.A. of Citico Building, PO Box 662 Road Town, Tortola, British
         Virgin Islands;

21.      QUATHLAMBA LIMITED of Le Gallais Chambers, PO Box 621, 54 Bath Street,
         St Helier Jersey, Channel Islands JE4 8YD

22.      DREW MCDOUGALL, TRADING AS AERON CAPITAL, of 5 Scarth Road, Toronto, ON
         Canada, M4W 2S5

23.      IAMGOLD CORPORATION of 2820 Fourteenth Avenue, Markham, Ontario L3R
         0S9, Canada

24.      CARIBBEAN INVESTMENT BANK INC., A CORPORATION INCORPORATED UNDER THE
         LAWS of Barbados care of 2820 Fourteenth Avenue, Markham, Ontario L3R
         0S9

25.      REIDRICK & STRUGGLES INC. of 2740 Sand Hill Road, Menlo Park, CA 94025,
         United States of America

<PAGE>

26.      SPROTT ASSET MANAGEMENT INC of Royal Bank Plaza, South Tower, Suite
         3450, Toronto, ONM5J 2J2, Canada

27.      ASL INVESTMENTS LIMITED of Bel Royal House, Hilgrove Street, St Helier,
         Jersey JE2 4SL, British Isles

28.      YEADON LIMITED of

29.      JOHN LEE

30.      ANTHEM BLANCHARD

31.      ROBERT LEVITAN

32.      CHRISTIAAN DE BRUYN

33.      TIM MOHR

34.      CHRIS MAGGOS

DULY EXECUTED AND DELIVERED as a Deed on the date first written above.

Executed as a deed by DRD (ISLE OF MAN) LIMITED acting by:

____________________________________
Directory

____________________________________
Director/Secretary

In the presence of:

____________________________________
Witness: Name
Address:
Occupation:

<PAGE>

SCHEDULE 5

                               INTER COMPANY LOANS

As soon as practicable following payment by the Investor of the Subscription
Balance the Company will advance the sum of US$ 500,000 (five hundred thousand
United States dollars) to Net Transactions Limited; and US$500,000 (five hundred
thousand United States dollars) to Net-Systems Software Limited, in each case by
way of an interest free loan repayable no later than on the date of completion
of the exercise of the relevant option referred to in clause 8.

<PAGE>

DULY EXECUTED AND DELIVERED as a Deed on the date first written above.

Executed as a deed by DRD (ISLE OF MAN) LIMITED acting by:

/s/ I.L. Murray
-----------------------------
Director

-----------------------------
Director/Secretary
In the presence of:

-----------------------------
Witness: Name, address and Occupation

<PAGE>

THIS AGREEMENT has been entered into on the date stated at the beginning of this
document.

Signed by:                                  )
for and on behalf of                        )
DRD (ISLE OF MAN) LIMITED                   )
in the presence of:                         )

Signed by:                                  )
for and on behalf of:                       )
NET-GOLD SERVICES LIMITED                   )
in the presence of:                         )

Signed by:                                  )
for and on behalf of:                       )
G.M. NETWORK LIMITED                        )
in the presence of:                         )


</TEXT>
</DOCUMENT>
