Dated June 26, 2002







                           WEXFORD GOLDFIELDS LIMITED



                                       and



                                THE LAW DEBENTURE

                             TRUST CORPORATION p.l.c









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



                                ROYALTY AGREEMENT



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









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                                TABLE OF CONTENTS





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                                                                                       PAGE



{S}     {C}                                                                            {C}

1       DEFINITIONS AND INTERPRETATION...................................................1



2       COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE

        MINING LEASE AND OPERATIONS......................................................3



3       ROYALTY..........................................................................4



4       PREEMPTIVE RIGHTS................................................................5



5       ASSIGNMENT AND TRANSFER..........................................................6



6       EVENT OF DEFAULT.................................................................7



7       DISPUTES.........................................................................7



8       RELEASE OF SECURITY..............................................................8



9       WAIVER...........................................................................8



10      AMENDMENTS.......................................................................8



11      COUNTERPARTS.....................................................................9



12      SUCCESSORS AND ASSIGNS...........................................................9



13      GOVERNING LAW....................................................................9



14      JURISDICTION.....................................................................9



15      INVALIDITY.......................................................................9

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SCHEDULE  1           ROYALTY RATE







                                      -i-

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THIS ROYALTY AGREEMENT is dated June 26, 2002 and made between:



(1)     WEXFORD GOLDFIELDS LIMITED, a company incorporated under the laws of the

        Republic of Ghana ("WGL"); and



(2)     THE LAW DEBENTURE TRUST CORPORATION P.L.C., a company incorporated under

        the laws of England, in its capacity as security trustee (as more

        particularly described in Clause 17 of the Common Terms Agreement) and

        in its capacity as the seller of certain assets pursuant to the Asset

        Sale Agreement dated 1st March 2002 between The Law Debenture Trust

        Corporation p.l.c. and WGL (the "ROYALTY HOLDER").



WHEREAS



WGL has agreed to purchase and the Royalty Holder has agreed to sell without

warranty certain Acquired Assets pursuant to the Asset Sale Agreements and the

Gold Royalty forms part of the deferred price payable by WGL to the Royalty

Holder for the Acquired Assets under the Asset Sale Agreements.



IT IS AGREED as follows:



1       DEFINITIONS AND INTERPRETATION



1.1     DEFINITIONS



        In this Agreement, unless otherwise expressly defined herein, terms

        defined in the Common Terms Agreement have the same meaning when used in

        this Agreement, and unless the context otherwise requires:



        "AGREEMENT" means this Royalty Agreement;



        "AREA OF INTEREST" means the area which is the subject of the Mining

        Lease;



        "COMMENCEMENT DATE" means the date of this Agreement;



        "COMMON TERMS AGREEMENT" means that certain agreement dated on or about

        the date hereof, 2002, as amended, modified or supplemented from time to

        time between (1) WGL, as borrower, (2) the other obligors party thereto

        from time to time, (3) Standard Bank London Limited, as facility agent

        and security trustee and (4) the Royalty Holder;



        "DEPARTMENT" means the Minerals Commission of Ghana and the Minister of

        Mines of Ghana;



        "$" and U.S. dollars means the lawful currency of the United States of

        America;



        "EXCLUDED PROVISIONS" means Clause 15.11 of the Common Terms Agreement

        and Clause 7;



        "EXPLORATION ACTIVITIES" means:







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        (a)    all activities and operations which have as their purpose the

               discovery, location and delineation and further investigation of

               ore bodies within the Area of Interest, the testing of such ore

               bodies and the analysis of samples derived from such ore bodies,

               including feasibility, viability and amenability studies and the

               administration of field offices for the performance of any of

               these functions;



        (b)    the acquisition, registration and maintenance of exploration or

               mining tenements within the Area of Interest; and



        (c)    the study and evaluation of mining methods and of treatment

               plants and processes and the preparation of pre-feasibility and

               feasibility studies in respect of discoveries of gold and other

               Minerals within the Area of Interest;



        "GOLD ROYALTY" means the royalty interest referred to in Clause 3.1 and

        the proceeds therefrom, calculated in accordance with Clause 3.3;



        "MINERALS" shall have the meaning given to it in PNDCL 153;



        "MINING OPERATIONS" means every kind of work done on, or in respect of,

        the Mining Lease, including developing, designing, constructing,

        equipping, extracting, mining, improving, crushing, smelting, treating,

        refining, transporting, handling gold and other Minerals and everything

        incidental thereto;



        "PARTIES" means each of the parties to this Agreement and "PARTY" means

        either one of them;



        "PNDCL 153" means the Minerals and Mining Law, 1986 (PNDCL 153) as

        amended by the Minerals and Mining Amendment Act, 1994 (Act 475);



        "PURCHASE PRICE" means, on any date and in respect of any offer made

        pursuant to Clause 4.1:



        (a)    the higher of:



                (i)     Proven and Probable Reserves on such date, and



                (ii)    proven and probable reserves in the area the subject of

                        the Mining Lease on such date, calculated in accordance

                        with the standards of Canada's National Instrument NI

                        43-101, multiplied by:



        (b)    the higher of:





                (i)     the Royalty Rate on the date such offer is made, and



                (ii)    the Royalty Rate on the date payment is made pursuant to

                        such offer



        multiplied by (subject to Clause 7.1) the Recovery Rate; and



        "ROYALTY RATE" means, on any date, the applicable royalty rate for such

        date set forth in Schedule 1.







                                       2

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1.2     INTERPRETATION



        This Agreement is a Finance Document and shall be interpreted and

        construed in accordance with the terms and provisions of the Common

        Terms Agreement (including Clauses 1.2 to 1.5 and 17 thereof which are

        hereby incorporated into this Agreement with all necessary consequential

        changes).



2       COVENANTS, REPRESENTATIONS AND WARRANTIES PERTAINING TO THE MINE, THE

        MINING LEASE AND OPERATIONS



2.1     WGL will:



        (a)    supply the Royalty Holder with copies of all returns and notices

               provided to the Department and all returns and notices from the

               Department;



        (b)    unless it is not commercially justified having regard to the

               current London Gold Price and business conditions in Ghana, carry

               out Exploration Activities within the Area of Interest in

               accordance with good industry practices;

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