EXHIBIT 1.1



                           NEWMONT MINING CORPORATION

                                Equity Securities

                             Underwriting Agreement
                             ----------------------

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[Names and Addresses of Representatives]

Ladies and Gentlemen:

          1.   Introductory. Newmont Mining Corporation, a Delaware corporation
(the "Company"), proposes to issue and sell from time to time (i) shares of
common stock of the Company (the "Common Shares"), (ii) shares of a series of
preferred stock of the Company (the "Preferred Shares") which may be convertible
into Common Shares, (iii) depositary shares (the "Depositary Shares") which will
represent a fraction of a Preferred Share or (iv) warrants to purchase Common
Shares (the "Warrants") which may be sold separately or together with Common
Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the
Warrants are hereinafter referred to as the "Securities". The Securities are
registered under the registration statement referred to in Section 2(a).

          Particular issuances or series of the Securities will be sold pursuant
to a Terms Agreement referred to in Section 3 in the form of Annex I attached
hereto, for resale in accordance with the terms of offering determined at the
time of sale. Under such Terms Agreement, subject to the terms and conditions
hereof, the Company will agree to issue and sell, and the firm or firms
specified therein (the "Underwriters"), for whom you are acting as
representatives (the "Representatives") will agree to purchase, the amount of
Securities specified therein (the "Firm Securities"). In such Terms Agreement,
the Company also may grant to such Underwriters, subject to the terms and
conditions set forth therein, an option to purchase additional Securities in an
amount not to exceed the amount specified in such Terms Agreement (such
additional Securities are hereinafter referred to as the "Option Securities").
The Firm Securities and the Option Securities are hereinafter collectively
referred to as the "Offered Securities".

          Preferred Shares issued pursuant to the Terms Agreement referred to in
Section 3 will be issued in accordance with a Certificate of Designations as
specified in such Terms Agreement (the "Certificate of Designations").
Depositary Shares issued pursuant to the Terms Agreement referred to in Section
3 will be issued under a Deposit Agreement (the "Deposit Agreement") between the
Company and a bank or trust company selected by the Company as specified in such
Terms Agreement (the "Depositary"). Warrants issued pursuant to the Terms
Agreement referred to in Section 3 will be issued under a Warrant Agreement (the
"Warrant Agreement") between a bank or trust company selected by the Company as
specified in such Terms Agreement (the "Warrant Agent").

          Any reference in this Agreement to the Registration Statement or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant

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to Item 12 of Form S-3 under the Securities Act, as of the effective date of the
Registration Statement or the date of such preliminary prospectus or the
Prospectus, as the case may be, and any reference to "amend", "amendment" or
"supplement" with respect to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after such date under the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") that are deemed to be incorporated by
reference therein.

          2.   Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each Underwriter that:

          (a)  Registration Statement and Prospectus. (i) The Company has
     prepared and filed with the Securities and Exchange Commission (the
     "Commission") under the Securities Act of 1933, as amended (the "Securities
     Act"), a registration statement (File No. 333-_____), including a
     prospectus, relating to the Securities, and has been declared effective by
     the Commission. Such registration statement, as amended at the time of any
     Terms Agreement referred to in Section 3, is hereinafter referred to as the
     "Registration Statement", and the prospectus included in the Registration
     Statement, as supplemented as contemplated by Section 3 to reflect the
     terms of the Offered Securities and the terms of offering thereof, as first
     filed with the Commission pursuant to and in accordance with Rule 424(b)
     ("Rule 424(b)") of the rules and regulations of the Commission under the
     Securities Act (the "Rules and Regulations"), and including any prospectus
     used to offer the Offered Securities[in any other jurisdiction other than
     Canada], is hereinafter referred to as the "Prospectus".

     [(ii)  Canadian Prospectus. The Company meets the requirements of the
     securities legislation and the rules and regulations made thereunder, as
     amended, in each of the provinces of Canada other than Quebec (the
     "Qualifying Provinces") and the published policy statements of the
     securities regulatory authority in each of the Qualifying Provinces (the
     "Canadian Qualifying Authorities"), including National Instrument 71-101
     The Multijurisdictional Disclosure System ("NI 71-101") and Companion
     Policy 71-101CP (collectively, the "Canadian Securities Laws"), for use of
     a Multijurisdictional Disclosure System ("MJDS") shelf prospectus with
     respect to the Securities, has filed with the Canadian Qualifying
     Authorities, designating the Ontario Securities Commission (the "OSC") as
     the principal jurisdiction, a preliminary MJDS shelf prospectus, a final
     MJDS shelf prospectus and an amended and restated final MJDS shelf
     prospectus in respect of the Securities and has also filed with the
     Canadian Qualifying Authorities a submission to jurisdiction and
     appointment of agent for service of process on Form 71-101F1, and has been
     issued a preliminary receipt by the OSC on behalf of the Canadian
     Qualifying Authorities for such preliminary MJDS shelf prospectus, a final
     receipt by the OSC on behalf of the Canadian Qualifying Authorities for
     such final MJDS shelf prospectus and a receipt by the OSC on behalf of the
     Canadian Qualifying Authorities for such amended and restated final MJDS
     shelf prospectus and any amendments thereto, in the forms of such
     preliminary, final and amended and restated MJDS shelf prospectuses
     previously delivered, along with any documents (including any preliminary
     form of prospectus supplement) filed in connection therewith and all

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     documents incorporated by reference therein, to the Representatives for
     each of the Underwriters; no other document with respect to such MJDS shelf
     prospectus and no amendment thereto or document incorporated by reference
     therein has previously been filed or transmitted for filing with a Canadian
     Qualifying Authority; and no order having the effect of preventing or
     suspending the use of any prospectus or prospectus supplement relating to
     the Securities has been issued and no proceeding for that purpose has been
     initiated or threatened by a Canadian Qualifying Authority (such amended
     and restated MJDS shelf prospectus, including any amendments to the form of
     prospectus for which a final receipt was issued by the OSC on behalf of the
     Canadian Qualifying Authorities and the documents incorporated by reference
     therein, are hereinafter called, collectively, the "Canadian Prospectus";
     and any reference to the Canadian Prospectus as amended or supplemented
     shall be deemed to refer to the Canadian Prospectus as amended or
     supplemented in relation to the Offered Securities in the form in which it
     is first filed with the Canadian Qualifying Authorities pursuant to
     Canadian Securities Laws).] *

          (b)  Effectiveness; Compliance. The Registration Statement has been
     declared effective by the Commission. No order suspending the effectiveness
     of the Registration Statement has been issued by the Commission and, to the
     knowledge of the Company, no proceeding for that purpose has been initiated
     or threatened by the Commission. On the applicable effective date of the
     Registration Statement and any amendment thereto, the Registration
     Statement complied in all material respects with the Securities Act and did
     not include any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and on the date of the Terms Agreement
     referred to in Section 3, the Registration Statement and the Prospectus
     will conform in all material respects to the requirements of the Securities
     Act, and neither of such documents will include any untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein (in the case of the
     Prospectus, in light of the circumstances under which they were made) not
     misleading, except that the foregoing representations do not apply to
     statements in or omissions from any of such documents made in reliance upon
     and in conformity with information relating to any Underwriter furnished to
     the Company in writing by such Underwriter through the Representatives
     expressly for use in the Registration Statement, the Prospectus or any
     amendment or supplement thereto.

     [(ii)  On the date of issuance of the final receipt for the Canadian
     Prospectus, the Canadian Prospectus complied in all material respects with
     Canadian Securities Laws and did not include any untrue statement of a
     material fact or omit to a state a material fact required to be stated
     therein or necessary to make the statements therein in light of the
     circumstances under which they were made not misleading, and on the date of
     the Terms Agreement referred to in Section 3, the Canadian Prospectus will
     conform in all material respects to the requirements of Canadian Securities
     Laws, and such document will not include any untrue statement of a material
     fact or omit to state any material fact required to be stated therein or
     necessary to make the statements therein in light of the

------------------
* Unless otherwise indicated, throughout this Agreement include bracketed and
  italicized language only if Canadian offering is contemplated. Otherwise,
  delete.

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circumstances under which they were made not misleading, except that the
foregoing representations do not apply to statements in or omissions from any of
such documents made in reliance upon and in conformity with information relating
to any Underwriter furnished to the Company in writing by such Underwriter
through the Representatives expressly for use in the Canadian Prospectus or any
amendment or supplement thereto.]

          (c)  Incorporated Documents. Each document filed by the Company
     pursuant to the Exchange Act that is incorporated by reference in the
     Prospectus complied when so filed in all material respects with the
     Exchange Act, and each document (other than documents incorporated by
     reference therein relating solely to securities other than the Offered
     Securities), if any, hereafter so filed and incorporated by reference in
     the Prospectus, when such documents are filed with the Commission will
     comply in all material respects with the Exchange Act and did not or will
     not, as the case may be, when so filed contain any untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

          (d)  Financial Statements. The financial statements and the related
     notes thereto included or incorporated by reference in the Registration
     Statement and the Prospectus comply in all material respects with the
     applicable requirements of the Securities Act and the Exchange Act, as
     applicable, and present fairly the financial position of the Company and
     its subsidiaries taken as a whole as of the dates indicated and the results
     of their operations and the changes in their cash flows for the periods
     specified; such financial statements have been prepared in conformity with
     generally accepted accounting principles applied on a consistent basis
     throughout the periods covered thereby, and the supporting schedules
     included or incorporated by reference in the Registration Statement present
     fairly the information required to be stated therein; the other financial
     information included or incorporated by reference in the Registration
     Statement and the Prospectus has been derived from the accounting records
     of the Company and its subsidiaries and presents fairly the information
     shown thereby; and any pro forma financial information and the related
     notes thereto included or incorporated by reference in the Registration
     Statement and the Prospectus has been prepared in accordance with the
     applicable requirements of the Securities Act and the Exchange Act, as
     applicable, and the assumptions underlying any such pro forma financial
     information were reasonable when originally filed with the Commission and
     are set forth in the Registration Statement and the Prospectus or the
     relevant document incorporated by reference therein.

          (e)  No Material Adverse Change. Since the date of the most recent
     financial statements of the Company included or incorporated by reference
     in the Registration Statement and the Prospectus, (i) there has not been
     any change in the capital stock (other than as a result of the exercise of
     outstanding stock options or warrants or other convertible securities of
     the Company), increase in long-term debt of the Company and its
     subsidiaries taken as a whole, or any dividend or distribution of any kind
     declared, set aside for payment, paid or made by the Company on any class
     of capital stock of the Company or Newmont Mining Corporation of Canada
     Limited [(except for dividends

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     declared on __________, _____ to be paid on _________, _____)], or any
     material adverse change, or any development involving a prospective
     material adverse change, in or affecting the business, properties,
     management, financial position, stockholders' equity, results of operations
     or prospects of the Company and its subsidiaries taken as a whole; (ii)
     neither the Company nor any of its subsidiaries has entered into any
     transaction or agreement that is material to the Company and its
     subsidiaries taken as a whole or incurred any liability or obligation,
     direct or contingent, that is material to the Company and its subsidiaries
     taken as a whole; and (iii) neither the Company nor any of its subsidiaries
     has sustained any material loss or interference with its business from
     fire, explosion, flood or other calamity, whether or not covered by
     insurance, or from any labor disturbance or dispute or any action, order or
     decree of any court or arbitrator or governmental or regulatory authority,
     except in each case as otherwise disclosed in or contemplated by the
     Registration Statement and the Prospectus.

          (f)  Organization and Good Standing. The Company and each of its
     Significant Subsidiaries, as defined in Rule 1-02 of Regulation S-X (the
     "Significant Subsidiaries"), have been duly organized and are validly
     existing and in good standing under the laws of their respective
     jurisdictions of organization, are duly qualified to do business and are in
     good standing in each jurisdiction in which their respective ownership or
     lease of property or the conduct of their respective businesses requires
     such qualification, and have all power and authority necessary to own or
     hold their respective properties and to conduct the businesses in which
     they are engaged, except where the failure to be so qualified or have such
     power or authority would not, individually or in the aggregate, have a
     material adverse effect on the business, properties, management, financial
     position, stockholders' equity, results of operations or prospects of the
     Company and its subsidiaries taken as a whole (a "Material Adverse
     Effect").

          (g)  Capitalization. All the outstanding shares of capital stock of
     the Company have been duly and validly authorized and issued and are fully
     paid and non-assessable and are not subject to any pre-emptive or similar
     rights; except as described in or expressly contemplated by the Prospectus,
     there are no outstanding rights (including, without limitation, pre-emptive
     rights), warrants or options to acquire, or instruments convertible into or
     exchangeable for, any shares of capital stock or other equity interest in
     the Company, or any contract, commitment, agreement, understanding or
     arrangement of any kind relating to the issuance of any capital stock of
     the Company, any such convertible or exchangeable securities or any such
     rights, warrants or options, other than this Agreement; the capital stock
     of the Company conforms in all material respects to the description thereof
     contained in the Registration Statement and the Prospectus; and all the
     outstanding shares of capital stock or other equity interests of each
     Significant Subsidiary have been duly and validly authorized and issued,
     are fully paid and non-assessable and are owned directly or indirectly by
     the Company, free and clear of any lien, charge, encumbrance, security
     interest, restriction on voting or transfer or any other claim of any third
     party, except as described in Schedule 2(g) hereto.

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          (h)  Due Authorization. The Company has full right, power and
     authority to execute and deliver this Agreement and the Terms Agreement
     (collectively, the "Transaction Documents") and to perform its obligations
     hereunder and thereunder.

          (i)  Transaction Documents. Each of the Transaction Documents has
     been duly authorized, executed and delivered by the Company and constitutes
     a valid and binding obligation of the Company, enforceable against the
     Company in accordance with their respective terms, subject as to the
     enforcement of remedies, to applicable bankruptcy, reorganization,
     insolvency, moratorium, or other laws affecting creditors' rights
     generally, from time to time in effect and to general principles of equity
     and except as to the provisions with respect to indemnification or
     contribution may be limited by applicable law, regulation or public policy;

          (j)  The Securities. The Offered Securities to be issued and sold by
     the Company hereunder have been duly authorized by the Company and, when
     issued and delivered against payment therefor as provided herein, will be
     duly and validly issued and will be fully paid and nonassessable and will
     conform in all material respects to the descriptions thereof in the
     Prospectus; and the issuance of the Offered Securities is not subject to
     any preemptive or similar rights;

          (k)  No Violation or Default. Neither the Company nor any of its
     subsidiaries is (i) in violation of its charter or by-laws or similar
     organizational documents; (ii) in default, and no event has occurred that,
     with notice or lapse of time or both, would constitute such a default, in
     the due performance or observance of any term, covenant or condition
     contained in any indenture, mortgage, deed of trust, loan agreement or
     other agreement or instrument to which the Company or any of its
     subsidiaries is a party or by which the Company or any of its subsidiaries
     is bound or to which any of the property or assets of the Company or any of
     its subsidiaries is subject; or (iii) in violation of any law or statute or
     any judgment, order, rule or regulation of any court or arbitrator or
     governmental or regulatory authority, except, in the case of clauses (ii)
     and (iii) above, for any such default or violation that would not,
     individually or in the aggregate, have a Material Adverse Effect.

          (l)  No Conflicts. The execution, delivery and performance by the
     Company of each of the Transaction Documents to which it is a party, the
     issuance and sale of the Offered Securities and the consummation of the
     transactions contemplated by the Transaction Documents will not (i)
     conflict with or result in a breach or violation of any of the terms or
     provisions of, or constitute a default under, or result in the creation or
     imposition of any lien, charge or encumbrance upon any property or assets
     of the Company or any of its subsidiaries pursuant to, any indenture,
     mortgage, deed of trust, loan agreement or other agreement or instrument to
     which the Company or any of its subsidiaries is a party or by which the
     Company or any of its subsidiaries is bound or to which any of the property
     or assets of the Company or any of its subsidiaries is subject, (ii) result
     in any violation of the provisions of the charter or by-laws or similar
     organizational documents of the Company or any of its subsidiaries or (iii)
     result in the violation of any law or statute or any judgment, order, rule
     or regulation of any court or arbitrator or governmental or regulatory
     authority.

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          (m)  No Consents Required. No consent, approval, authorization,
     order, registration or qualification of or with any court or arbitrator or
     governmental or regulatory authority is required for the execution,
     delivery and performance by the Company of each of the Transaction
     Documents, the issuance and sale of the Offered Securities and the
     consummation of the transactions contemplated by the Transaction Documents,
     except for the registration of the Offered Securities under the Securities
     Act, [the qualification of the Offered Securities for distribution by
     prospectus under Canadian Securities Laws] and such consents, approvals,
     authorizations, orders and registrations or qualifications as may be
     required under applicable state or other securities laws in connection with
     the purchase and distribution of the Offered Securities by the
     Underwriters.

          (n)  Independent Accountants. PricewaterhouseCoopers LLP, who have
     certified certain financial statements of the Company and its subsidiaries,
     are a registered independent public accounting firm with respect to the
     Company and its subsidiaries as required by the Securities Act.

          (o)  Compliance With Environmental Laws. The Company and its
     subsidiaries (i) are in compliance with any and all applicable federal,
     state, local and foreign laws, rules, regulations, decisions and orders
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     (collectively, "Environmental Laws"); (ii) have received and are in
     compliance with all permits, licenses or other approvals required of them
     under applicable Environmental Laws to conduct their respective businesses;
     and (iii) have not received notice of any actual or potential liability for
     the investigation or remediation of any disposal or release of hazardous or
     toxic substances or wastes, pollutants or contaminants, except in any such
     case for any such failure to comply, or failure to receive required
     permits, licenses or approvals, or liability as would not, individually or
     in the aggregate, have a Material Adverse Effect.

          (p)  Accounting Controls. The Company and its subsidiaries maintain
     systems of internal accounting controls sufficient to provide reasonable
     assurance that (i) transactions are executed in accordance with
     management's general or specific authorizations; (ii) transactions are
     recorded as necessary to permit preparation of financial statements in
     conformity with generally accepted accounting principles and to maintain
     asset accountability; (iii) access to assets is permitted only in
     accordance with management's general or specific authorization; and (iv)
     the recorded accountability for assets is compared with the existing assets
     at reasonable intervals and appropriate action is taken with respect to any
     differences.

          (q)  No Broker's Fees. Neither the Company nor any of its
     subsidiaries is a party to any contract, agreement or understanding with
     any person (other than this Agreement) that would give rise to a valid
     claim against the Company or any of its subsidiaries or any Underwriter for
     a brokerage commission, finder's fee or like payment in connection with the
     offering and sale of the Offered Securities.

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          3.   Purchase and Offering of Firm Securities. The obligation of the
Company to issue and sell any Firm Securities, the obligation of the
Underwriters to purchase the Firm Securities and, if applicable, the obligation
of the Underwriters to purchase any Option Securities, will be set forth in a
Terms Agreement (the "Terms Agreement") which shall be in the form of an
executed writing (which may be handwritten), and may be evidenced by an exchange
of telegraphic, facsimile or any other rapid transmission device designed to
produce a written record of communications transmitted at the time the Company
determines to sell the Firm Securities. The Terms Agreement will incorporate by
reference the provisions of this Agreement, except as otherwise provided
therein, and will specify the firm or firms which will be Underwriters, the
names of any Representatives, the aggregate amount of the Firm Securities, and,
if applicable, the Option Securities; the terms of any option granted by the
Company to the Underwriters to purchase Option Securities; the amount of Firm
Securities to be purchased by each Underwriter, the initial public offering
price of the Offered Securities; the purchase price to be paid by the
Underwriters; and, if the Offered Securities are Preferred Shares, Depositary
Shares or Warrants, the terms thereof including, but not limited to, in the case
of Preferred Shares (including those represented by Depositary Shares), the
designation thereof, the dividend rate (or method of calculation), the dates on
which dividends will be payable, whether such dividends will be cumulative or
noncumulative and, if cumulative, the dates from which dividends will commence
to cumulate, any redemption or sinking fund provisions, and the terms of
conversion, if any, and, in the case of Depositary Shares, the fraction of the
relevant Preferred Share represented thereby and, in the case of Warrants, the
expiration date, the exercise price and the other terms for the exercise
thereof. The Terms Agreement will also specify the place of delivery and payment
for the Offered Securities and any details of the terms of offering that should
be reflected in the prospectus supplement relating to the offering of the
Offered Securities.

          The time and date of delivery and payment of the Firm Securities will
be the time and date specified in the Terms Agreement, or such other time not
later than seven full business days thereafter as the Representatives and the
Company agree as the time for payment and delivery of the Firm Securities (such
time and date, being herein and in the Terms Agreement referred to as the "Firm
Closing Date"). The time and date of delivery and payment of the Option
Securities, if any, will be the time and date specified by the Underwriters as
provided in the Terms Agreement, which may be the Firm Closing Date, but shall
not be more than seven business days after the exercise of the option nor in any
event prior to the Firm Closing Date (such time and date being herein and in the
Terms Agreement referred to as the "Option Closing Date"). As used herein and in
the Terms Agreement, the term "Closing Date" means, with respect to the Firm
Securities, the Firm Closing Date and, with respect to the Option Securities,
the Option Closing Date.

          The obligations of the Underwriters to purchase the Offered Securities
will be several and not joint. It is understood that the Underwriters propose to
offer the Offered Securities for sale as set forth in the Prospectus [and the
Canadian Prospectus]. The Offered Securities delivered to the Underwriters on
the Closing Date will be in such denominations and registered in such names as
the Underwriters may request.

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          4.   Certain Agreements of the Company. The Company covenants and
agrees with each of the several Underwriters that, in connection with each
offering of Offered Securities:

          (a)  The Company will file the Prospectus with the Commission
     pursuant to and in accordance with Rule 424(b). The Company will file on a
     timely basis all reports and any definitive proxy or information statements
     required to be filed by the Company with the Commission pursuant to Section
     13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus
     Delivery Period (as defined below); and the Company will furnish copies of
     the Prospectus to the Underwriters in New York City prior to 10:00 A.M.,
     New York City time, on the business day next succeeding the date of the
     Terms Agreement or as promptly as practicable thereafter in such quantities
     as the Representatives may reasonably request. [The Company will file the
     Canadian Prospectus with the Canadian Qualifying Authorities in accordance
     with NI 71-101 and furnish copies of the Canadian Prospectus to the
     Canadian affiliates of the Underwriters in Toronto prior to 10:00 A.M.,
     Toronto time, on the business day next succeeding the date of the Terms
     Agreement or as promptly as practicable thereafter in such quantities as
     the Representatives may reasonably request.]

          (b)  The Company will deliver, without charge to each Underwriter (A)
     a conformed copy of the Registration Statement as originally filed and each
     amendment thereto (without exhibits) and (B) during the Prospectus Delivery
     Period, as many copies of the Prospectus (including all amendments and
     supplements thereto and documents incorporated by reference therein) as the
     Representatives may reasonably request. As used herein, the term
     "Prospectus Delivery Period" means such period of time after the first date
     of the public offering of the Offered Securities as in the opinion of
     counsel for the Underwriters a prospectus relating to the Offered
     Securities is required by law to be delivered in connection with sales of
     the Offered Securities by any Underwriter or dealer.

          (c)  Before filing any amendment or supplement to the Registration
     Statement or the Prospectus [or the Canadian Prospectus] during the
     Prospectus Delivery Period, the Company will furnish to the Representatives
     and ________, counsel for the Underwriters ("Underwriters' Counsel"), a
     copy of the proposed amendment or supplement for review and will not file
     any such proposed amendment or supplement to which the Representatives
     reasonably object.

          (d)  During the Prospectus Delivery Period, the Company will advise
     the Representatives promptly, and confirm such advice in writing, (i) when
     any amendment to the Registration Statement has been filed or becomes
     effective; (ii) when any supplement to the Prospectus [or Canadian
     Prospectus] or any amendment to the Prospectus [or Canadian Prospectus] has
     been filed; (iii) of any request by the Commission for any amendment to the
     Registration Statement or any amendment or supplement to the Prospectus [or
     any request by the Canadian Qualifying Authorities for amendment or
     supplement to the Canadian Prospectus] or the receipt of any comments from
     the Commission relating to the Registration Statement or any other request
     by the Commission [or the Canadian Qualifying Authorities] for any
     additional information; (iv) of the issuance by the Commission [or the
     Canadian Qualifying Authorities] of any

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     order suspending the effectiveness of the Registration Statement or
     preventing or suspending the use of any preliminary prospectus or the
     Prospectus [or the Canadian Prospectus] or the initiation or threatening of
     any proceeding for that purpose; and (v) of the receipt by the Company of
     any notice with respect to any suspension of the qualification of the
     Offered Securities for offer and sale in any jurisdiction or the initiation
     or threatening of any proceeding for such purpose; and the Company will use
     its best efforts to prevent the issuance of any such order suspending the
     effectiveness of the Registration Statement, preventing or suspending the
     use of any preliminary prospectus or the Prospectus [or Canadian
     Prospectus] or suspending any such qualification of the Offered Securities
     and, if any such order is issued, will obtain as soon as possible the
     withdrawal thereof.

          (e)  If during the Prospectus Delivery Period (i) any event shall
     occur or condition shall exist as a result of which the Prospectus [or
     Canadian Prospectus] as then amended or supplemented would include an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary in order to make the statements
     therein, in the light of the circumstances existing when the Prospectus is
     delivered to a purchaser, not misleading or (ii) it is necessary to amend
     or supplement the Prospectus [or Canadian Prospectus] to comply with law,
     the Company will immediately notify the Representatives thereof and
     forthwith prepare and, subject to paragraph (c) above, file with the
     Commission [or Qualifying Canadian Authorities, as applicable,] and furnish
     to the Representatives and to such dealers as the Representatives may
     designate, such amendments or supplements to the Prospectus [and Canadian
     Prospectus] as may be necessary so that the statements in the Prospectus as
     so amended or supplemented will not, in the light of the circumstances
     existing when the Prospectus is delivered to a purchaser, be misleading, or
     so that the Prospectus will comply with law. Neither the Representatives'
     consent to, nor the Underwriters' delivery of, any such amendment or
     supplement shall constitute a waiver of any of the conditions set forth in
     Section 5.

          (f)  The Company will make generally available to its security
     holders and the Representatives as soon as practicable, an earnings
     statement of the Company and its subsidiaries that satisfies the provisions
     of Section 11(a) of the Securities Act and Rule 158 of the Commission
     promulgated thereunder covering a period of at least twelve months
     beginning with the first fiscal quarter of the Company occurring after the
     "effective date" (as defined in Rule 158) of the Registration Statement.

          (g)  The Company will arrange for the qualification of the Offered
     Securities for offer and sale and the determination of their eligibility
     for investment under the securities and Blue Sky laws of such jurisdictions
     as the Representatives designate and will continue such qualifications in
     effect so long as required for the distribution of the Offered Securities;
     provided, however, that in no event shall the Company be required to
     qualify as a foreign corporation or as a dealer in securities or to file a
     general or unlimited consent for service of process in any such
     jurisdiction.**

---------------------
** Include paragraph (g) if warrants; delete if Common Stock or Preferred Stock.

                                       10
<PAGE>

          (h)  The Company will pay or cause to be paid the following: (i) the
     fees, disbursements and expenses of the Company's counsel and accountants
     in connection with the registration of the Securities under the Securities
     Act [and qualification of the Securities for distribution by prospectus
     under Canadian Securities Laws ] and all other expenses in connection with
     the preparation, printing and filing of the Registration Statement, any
     preliminary prospectus supplement and the Prospectus and amendments and
     supplements thereto [and the Canadian Prospectus] and the mailing and
     delivering of copies thereof to the Underwriters and dealers; (ii) the cost
     of printing any Agreement among Underwriters, this Agreement, any Terms
     Agreement, any Certificate of Designations, any Deposit Agreement, any
     Warrant Agreement, any Blue Sky Memorandum and any other documents in
     connection with the offering, purchase, sale and delivery of the Offered
     Securities; (iii) all expenses in connection with the qualification of the
     Offered Securities for offering and sale under state securities laws as
     provided in Section 4(f), including the reasonable fees and disbursements
     of Underwriters' Counsel in connection with such qualification and in
     connection with the Blue Sky surveys***; (iv) any fees charged by
     securities rating services for rating the Offered Securities; (v) any
     filing fees incident to any required review by the National Association of
     Securities Dealers, Inc. of the terms of the sale of the Offered
     Securities; (vi) the cost of preparing the Offered Securities and any
     Common Shares issuable upon conversion or exercise thereof; (vii) the fees
     and expenses in connection with the listing, if any, of the Offered
     Securities or any Common Shares issuable upon conversion or exercise
     thereof; (viii) the fees and expenses of any transfer agent relating to any
     Common Shares or any Preferred Shares; (ix) the fees and expenses of any
     Depositary relating to any Depositary Shares; (x) the fees and expenses of
     any Warrant Agent relating to any Warrants; (xi) expenses incurred by the
     Company in connection with any "road show" presentation to potential
     investors; and (xii) all other costs and expenses incident to the
     performance of its obligations hereunder which are not otherwise
     specifically provided for in this Section; provided, however, that, except
     as provided in this Section, Section 6 and Section 9 hereof, the
     Underwriters will pay all of their own costs and expenses, including the
     fees of their counsel, transfer taxes on resale of any of the Offered
     Securities by them, and any advertising expenses connected with any offers
     they may make.

          (i)  If and to the extent so provided in the Terms Agreement referred
     to in Section 3, the Company, for the period therein provided, will not,
     directly or indirectly, sell, contract to sell or otherwise dispose of
     certain of its securities as specified in such Terms Agreement.

          (j)  The Company will apply the net proceeds from the sale of the
     Offered Securities as described in the Prospectus under the heading "Use of
     Proceeds".

-----------------
*** Include language in italics if warrants are being sold; delete if shares of
    Common Stock or Preferred Stock are being sold.

                                       11
<PAGE>

          (k)  The Company will not take, directly or indirectly, any action
     designed to or that could reasonably be expected to cause or result in any
     stabilization or manipulation of the price of the Offered Securities.

          (l)  The Company will use its reasonable efforts to list, subject to
     notice of issuance, the Offered Securities on the [insert any applicable
     stock exchange or exchanges].

          5.   Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Firm
Securities on the Firm Closing Date and the Option Securities on the Option
Closing Date will be subject to the accuracy of the written statements of the
officers of the Company made pursuant to the provisions hereof, to the
performance by the Company of its covenants and other obligations hereunder and
to the following additional conditions precedent:

          (a)  On the date of the Terms Agreement and on the Closing Date,
     __________________ shall have furnished to the Representatives, at the
     request of the Company, letters, dated the respective dates of delivery
     thereof and addressed to the Underwriters, in form and substance
     satisfactory to the Representatives, containing statements and information
     of the type customarily included in accountants' "comfort letters" to
     underwriters with respect to the financial statements and certain financial
     information contained or incorporated by reference in the Registration
     Statement and the Prospectus; provided, that the letter delivered on the
     Closing Date may use a "cut-off" date no more than three business days
     prior to such Closing Date.

          (b)  The Prospectus shall have been timely filed with the Commission
     in accordance with the Securities Act and Section 4(a) of this Agreement.
     [The Canadian Prospectus shall have been timely filed with the Canadian
     Qualifying Authorities in accordance with Canadian Securities Laws and
     Section 4(a) of this Agreement.] No order suspending the effectiveness of
     the Registration Statement or of any part thereof [or the use of the
     Canadian Prospectus] shall have been issued and no proceeding for that
     purpose shall be pending before or, to the knowledge of the Company,
     threatened by the Commission [or a Canadian Qualifying Authority]; and all
     requests by the Commission [or a Canadian Qualifying Authority] for
     additional information that affect the Registration Statement or the
     Prospectus [or the Canadian Prospectus] shall have been complied with to
     the reasonable satisfaction of the Representatives.

          (c)  The representations and warranties of the Company contained
     herein shall be true and correct on the date hereof and on and as of the
     Closing Date; and the statements of the Company and their respective
     officers made in any certificates delivered pursuant to this Agreement
     shall be true and correct on and as of the Closing Date.

          (d)  Subsequent to the execution and delivery of the Terms Agreement,
     there shall not have occurred (i) any downgrading in the rating accorded
     any senior debt securities of the Company by any "nationally recognized
     statistical rating organization" (as such term is defined by the Commission
     for purposes of Rule 436(g)(2) under the

                                       12
<PAGE>

     Securities Act), or any public announcement that any such organization has
     under surveillance or review, or that it has changed its outlook with
     respect to, its rating of any debt securities of the Company (other than an
     announcement with positive implications of a possible upgrading); or (ii)
     any event or condition of a type described in Section 2(e) hereof, which
     event or condition is not described in the Prospectus (excluding any
     amendment or supplement thereto) and the effect of which in the judgment of
     the Representatives makes it impracticable or inadvisable to proceed with
     the offering, sale or delivery of the Offered Securities on the Firm
     Closing Date or the Option Closing Date, as the case may be, on the terms
     and in the manner contemplated by this Agreement, the Prospectus [and the
     Canadian Prospectus].

          (e)  The Representatives shall have received on and as of the Firm
     Closing Date or the Option Closing Date, as the case may be, a certificate
     of the Chairman of the Board of Directors and Chief Executive Officer, the
     President, any Executive Vice President, any Senior Vice President or any
     Vice President and the Chief Financial Officer or Chief Accounting Officer
     of the Company (i) confirming that such officers have carefully reviewed
     the Registration Statement, the Prospectus [and the Canadian Prospectus]
     and, to the best knowledge of such officers, the representation set forth
     in Section 2(a) hereof is true and correct, (ii) confirming that the other
     representations and warranties of the Company in this Agreement are true
     and correct and that the Company has complied with all agreements and
     satisfied all conditions on its part to be performed or satisfied hereunder
     at or prior to such Closing Date; and (iii) to the effect set forth in
     paragraphs (b) and (d)(i) above.

          (f)  The Representatives shall have received an opinion, dated the
     Firm Closing Date or the Option Closing Date, as the case may be, of White
     & Case LLP, counsel for the Company, to the effect that (to the extent
     applicable to the Offered Securities):

               (i)   Each of the Company and Newmont USA Limited has been duly
          incorporated and is an existing corporation in good standing under the
          laws of the State of Delaware, with corporate power and authority to
          own its properties and conduct its business as described in the
          Prospectus;

               (ii)  The shares of capital stock of the Company outstanding on
          the Closing Date have been duly authorized, are validly issued, fully
          paid and non-assessable, and conform in all material respects as to
          legal matters to the description thereof contained in the Prospectus;

               (iii) If the Offered Securities are Common Shares, the Common
          Shares have been duly authorized and validly issued, and, when
          countersigned by the transfer agent therefor, and sold to the
          Underwriters against payment therefor pursuant to this Agreement and
          the Terms Agreement, will be fully paid and non-assessable; and the
          issuance of such Common Shares is not subject to the preemptive rights
          of any stockholder of the Company;

                                       13
<PAGE>

               (iv)  If the Offered Securities are Preferred Shares or
          Depositary Shares, the Preferred Shares have been duly authorized
          and validly issued and, when countersigned by the transfer agent
          therefor and, if applicable, when deposited pursuant to the Deposit
          Agreement against issuance of Depositary Shares and when the Preferred
          Shares or the Depositary Shares, as the case may be, are sold to the
          Underwriters against payment therefor pursuant to this Agreement and
          the Terms Agreement, will be validly issued, fully paid and
          non-assessable; and the issuance and, if applicable, deposit of such
          Preferred Shares is not subject to the preemptive rights of any
          stockholder of the Company;

               (v)   If the Offered Securities are Depositary Shares, the
          depositary receipts (the "Depositary Receipts"), when issued and
          delivered pursuant to the Deposit Agreement and this Agreement and the
          Terms Agreement, will entitle the holders thereof to the rights
          specified in such Depositary Receipts and in the Deposit Agreement;

               (vi)  If the Offered Securities are Preferred Shares or
          Depositary Shares, the Certificate of Designations of the Company
          creating the Preferred Shares has been duly filed with the Secretary
          of State of Delaware and with all other offices where such filing is
          required;

               (vii) If the Offered Securities are Depositary Shares, the
          Deposit Agreement has been duly authorized, executed and delivered by
          the Company, and the Deposit Agreement constitutes a valid and legally
          binding obligation of the Company enforceable in accordance with its
          terms, except as the enforceability thereof may be limited by
          applicable bankruptcy, insolvency, reorganization or other similar
          laws affecting the enforcement of creditors' rights generally, or by
          general equitable principles (regardless of whether the issue of
          enforceability is considered in a proceeding in equity or at law);

              (viii) If the Offered Securities are Preferred Shares that are
          convertible into Common Shares, or Depositary Shares evidencing
          fractions of such Preferred Shares, the Common Shares have been duly
          authorized and reserved for issuance by the Company upon conversion of
          the Preferred Shares, and when so issued and countersigned by the
          transfer agent therefor, will be validly issued, fully paid and
          non-assessable; and the issuance of such Common Shares will not be
          subject to the preemptive rights of any stockholder of the Company;

               (ix)  If the Offered Securities are Warrants, the Warrants have
          been duly authorized, executed and delivered by the Company and, when
          counter-signed by the Warrant Agent and sold to the Underwriters
          against payment therefor pursuant to this Agreement and the Terms
          Agreement, will constitute valid and legally binding obligations of
          the Company enforceable in accordance with their terms, except as the
          enforceability thereof may be limited by applicable bankruptcy,
          insolvency, reorganization or other similar laws affecting the
          enforcement of creditors' rights generally, or by general equitable
          principles

                                       14
<PAGE>

          (regardless of whether the issue of enforceability is considered in a
          proceeding in equity or at law);

               (x)   If the Offered Securities are Warrants, the Warrant
          Agreement has been duly authorized, executed and delivered by the
          Company, and the Warrant Agreement constitutes a valid and legally
          binding obligation of the Company enforceable in accordance with its
          terms, except as the enforceability thereof may be limited by
          applicable bankruptcy, insolvency, reorganization, or other similar
          laws affecting the enforcement of creditors' rights generally, or by
          general equitable principles (regardless of whether the issue of
          enforceability is considered in a proceeding in equity or at law);

               (xi)  If the Offered Securities are Warrants, the Common Shares
          have been duly authorized and reserved for issuance by the Company
          upon exercise of the Offered Securities, and when so issued and
          countersigned by the transfer agent therefor, will be validly issued,
          fully paid and non-assessable; and the issuance of such Common Shares
          will not be subject to the pre-emptive rights of any stockholder of
          the Company;

               (xii) No consent, approval, authorization or order of, or filing
          with, any New York State or Federal governmental agency or body or any
          New York State or Federal court having jurisdiction over the Company
          or any of its material properties is required to be obtained or made
          by the Company for the consummation of the transactions contemplated
          by the Terms Agreement (including the provisions of this Agreement),
          any Warrant Agreement and any Deposit Agreement in connection with the
          issuance or sale of the Offered Securities by the Company, except such
          as have been obtained and made under the Securities Act and such as
          may be required under state securities or Blue Sky laws (as to which
          such counsel need express no opinion);

               (xiii)The execution, delivery and performance of the Terms
          Agreement (including the provisions of this Agreement), any Deposit
          Agreement and any Warrant Agreement and the issuance and sale of the
          Offered Securities and compliance with the terms and provisions
          thereof will not result in a breach or violation of any of the terms
          and provisions of, or constitute a default under, the Certificate of
          Incorporation, as amended, or By-Laws of the Company or any statute,
          rule, regulation or order applicable to the Company or any of its
          subsidiaries of which such counsel is aware of any federal or New York
          State governmental agency or body or court having jurisdiction over
          the Company or any of its material properties (other than those that
          may be required under the Securities Act and under applicable state
          securities or Blue Sky laws as to which such counsel need express no
          opinion), and the Company has full corporate power and authority to
          authorize, issue and sell the Offered Securities as contemplated by
          the Terms Agreement (including the provisions of this Agreement);

               (xiv) The Registration Statement was declared effective under the
          Securities Act as of the date and time specified in such opinion; the
          Prospectus was

                                       15
<PAGE>

          filed with the Commission pursuant to the subparagraph of Rule 424(b)
          under the Securities Act specified in such opinion on the date
          specified therein; and no order suspending the effectiveness of the
          Registration Statement has been issued and no proceeding for that
          purpose is pending or, to the knowledge of such counsel, threatened by
          the Commission;

               (xv)  The statements set forth in the Prospectus under the
          heading "Description of our Capital Stock" [and "Description of Common
          Stock Warrants"], to the extent that they constitute summaries of the
          terms of the Offered Securities, fairly summarize in all material
          respects the matters described therein;

               (xvi) The Registration Statement relating to the Securities, as
          of its effective date, and the Prospectus, as of the date of the Terms
          Agreement, and any amendment or supplement thereto, as of its date,
          appeared on their face to comply as to form in all material respects
          with the requirements of the Securities Act and the Rules and
          Regulations thereunder; nothing has come to such counsel's attention
          which causes it to believe that the Registration Statement, as of its
          effective date, the Registration Statement or the Prospectus, as of
          the date of the Terms Agreement, or any such amendment or supplement,
          as of its date, contained any untrue statement of a material fact or
          omitted to state any material fact required to be stated therein or
          necessary to make the statements therein (in the case of the
          Prospectus, in light of the circumstances under which they were made)
          not misleading; it being understood that such counsel need express no
          opinion as to the financial statements and schedules or other
          financial or statistical data contained in any of the above-mentioned
          documents; and

              (xvii) This Agreement and the Terms Agreement (including the
          provisions of this Agreement) have been duly authorized, executed and
          delivered by the Company.

          (g)  The Representatives shall have received an opinion, dated the
     Firm Closing Date or the Option Closing Date, as the case may be, from
     Britt D. Banks, Esq., Vice President and General Counsel of the Company, or
     Sharon E. Thomas, Esq., Vice President and Secretary of the Company, to the
     effect that:

               (i)   The Company and each of the Significant Subsidiaries has
          been duly incorporated and is an existing corporation in good standing
          in its jurisdiction of organization and has been duly qualified to do
          business and is in good standing as a foreign corporation in all
          jurisdictions in which its ownership of property or the conduct of its
          business requires such qualification (except where the failure to so
          qualify would not have a Material Adverse Effect), and has all power
          and authority necessary to own its properties and conduct the business
          in which it is engaged as described in the Prospectus;

               (ii)  The execution, delivery and performance of the Terms
          Agreement (including the provisions of this Agreement), any Warrant
          Agreement and any

                                       16
<PAGE>

          Deposit Agreement and the issuance and sale of the Offered Securities
          and compliance with the terms and provisions thereof will not result
          in a breach or violation of any of the terms and provisions of, or
          constitute a default under any order, rule or regulation applicable to
          the Company or any of its subsidiaries of which such counsel is aware
          of any court or governmental agency or body having jurisdiction over
          the Company or any of its material properties or, any material
          agreement or instrument to which the Company or any material
          subsidiary is a party or by which the Company or any such subsidiary
          is bound or to which any of the properties of the Company or any such
          subsidiary is subject, or the Restated Certificate of Incorporation or
          By-Laws of the Company or any such subsidiary, which breach or
          violation, individually or in the aggregate, could reasonably be
          expected to have a Material Adverse Effect;

               (iii) Such counsel is not aware of any consent, approval,
          authorization or order of, or filing with, any governmental agency or
          body or any court having jurisdiction over the Company or any of its
          material properties that is required to be obtained or made by the
          Company for the consummation of the transactions contemplated by the
          Terms Agreement (including the provisions of this Agreement) in
          connection with the issuance or sale of the Offered Securities by the
          Company, any Warrant Agreement and any Deposit Agreement, except such
          as may be required under the Securities Act and under state securities
          or Blue Sky laws (as to which such counsel need express no opinion);

               (iv)  To the best knowledge of such counsel, except as described
          in the Prospectus, there are no legal, governmental or regulatory
          investigations, actions, suits or proceedings pending to which the
          Company or any of its subsidiaries is or may be a party or to which
          any property of the Company or any of its subsidiaries is or may be
          the subject which, individually or in the aggregate, if determined
          adversely to the Company or any of its subsidiaries, could reasonably
          be expected to have a Material Adverse Effect; and to the knowledge of
          such counsel, and except as described in the Prospectus, no such
          investigations, actions, suits or proceedings are threatened or
          contemplated by any governmental or regulatory authority or threatened
          by others.

               (v)   The documents incorporated by reference in the Prospectus
          (other than the financial statements and related schedules and other
          financial and statistical data contained therein, as to which such
          counsel need express no opinion), when they were filed with the
          Commission complied as to form in all material respects with the
          requirements of the Exchange Act and the rules and regulations
          thereunder; and nothing has come to such counsel's attention that
          causes such counsel to believe that any of such documents, when such
          documents were so filed contained an untrue statement of a material
          fact and omitted to state a material fact necessary in order to make
          the statements therein, in the light of the circumstances under which
          they were made when such documents were so filed, not misleading;

                                       17
<PAGE>

               (vi)  Nothing has come to such counsel's attention that causes
          such counsel to believe that the Registration Statement relating to
          the Securities, as of its effective date, the Registration Statement
          or the Prospectus, as of the date of the Terms Agreement, or any such
          amendment or supplement, as of its date, contained any untrue
          statement of a material fact or omitted to state any material fact
          required to be stated therein or necessary to make the statements
          therein (in the case of the Prospectus, in light of the circumstances
          under which they were made) not misleading; it being understood that
          such counsel need express no opinion as to the financial statements
          and schedules or other financial or statistical data contained in any
          of the above-mentioned documents; and

               (vii) The statements contained in the Company's Annual Reports on
          Form 10-K under the heading "Item 3. Legal Proceedings", and the
          statements contained in the Company's Quarterly Reports on Form 10-Q
          under the heading "Item 1. Legal Proceedings", in each case, which are
          incorporated or deemed to be incorporated by reference in the
          Prospectus, insofar as such statements constitute a summary of the
          legal documents, matters or proceedings referred to therein, fairly
          present the information called for with respect to such legal
          documents, matters and proceedings; and, to the best knowledge of such
          counsel, (A) there are no current or pending legal, governmental or
          regulatory actions, suits or proceedings that are required under the
          Securities Act to be described in the Prospectus and that are not so
          described and (B) there are no statutes, regulations or contracts and
          other documents that are required under the Securities Act to be filed
          as exhibits to the Registration Statement or described in the
          Prospectus and that have not been so filed or described.

          (h)  The Offered Securities to be delivered on the Firm Closing Date
     or Option Closing Date, as the case may be, shall have been approved for
     listing on the New York Stock Exchange, subject to official notice of
     issuance.

          (i)  The Representatives shall have received from Underwriters'
     Counsel, counsel for the Underwriters, such opinion or opinions, dated the
     Closing Date, with respect to the incorporation of the Company, the
     validity of the Offered Securities, the Registration Statement, the
     Prospectus and other related matters as they may require, and the Company
     shall have furnished to such counsel such documents as they request for the
     purpose of enabling them to pass upon such matters.

          (j)  On or prior to the Firm Closing Date or the Option Closing Date,
     as the case may be, the Company shall have furnished to the Representatives
     such further certificates and documents as the Representatives may
     reasonably request.

     All opinions, letters, certificates and evidence mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Underwriters. The Company will furnish the Representatives
with such conformed copies of such opinions, certificates, letters and documents
as they reasonably request.

                                       18
<PAGE>

          6.   Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, its affiliates, directors and
officers and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages and liabilities (including,
without limitation, reasonable legal fees and other expenses incurred in
connection with any suit, action or proceeding or any claim asserted, as such
fees and expenses are incurred), joint or several, that arise out of, or are
based upon, any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Prospectus (or any amendment or
supplement thereto), [the Canadian Prospectus (or any amendment or supplement
thereto)] or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein (in the light of the
circumstances under which they were made) not misleading, except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the
Representatives expressly for use therein, it being understood and agreed that
the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below; provided, that with
respect to any such untrue statement in or omission from any preliminary
prospectus, the indemnity agreement contained in this paragraph (a) shall not
inure to the benefit of any Underwriter to the extent that the sale to the
person asserting of any such loss, claim, damage or liability was an initial
resale by such Underwriter and any such loss, claim, damage or liability of or
with respect to such Underwriter results from the fact that both (i) to the
extent required by applicable law, a copy of the Prospectus [or the Canadian
Prospectus] was not sent or given to such person at or prior to the written
confirmation of the sale of such Offered Securities to such person and (ii) the
untrue statement in or omission from such preliminary prospectus was corrected
in the Prospectus [or the Canadian Prospectus] unless, in either case, such
failure to deliver the Prospectus [or the Canadian Prospectus] was a result of
non-compliance by the Company with the provisions of Section 4 hereof.

          (b)  Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act to the same extent as the indemnity set forth in paragraph (a) above, but
only with respect to any losses, claims, damages or liabilities that arise out
of, or are based upon, any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any
information relating to such Underwriter agreed to be furnished to the Company
in writing by the Representatives pursuant to the Terms Agreement.

          (c)  If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such person (the "Indemnified Person") shall
promptly notify the person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 6 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive

                                       19
<PAGE>

rights or defenses) by such failure; and provided, further, that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it
may have to an Indemnified Person otherwise than under this Section 6. If any
such proceeding shall be brought or asserted against an Indemnified Person and
it shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 6 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such counsel related to such
proceeding, as incurred. In any such proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary; (ii) the Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to the Indemnified Person; (iii) the
Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be paid or reimbursed as they are incurred. Any
such separate firm for any Underwriter, its affiliates, directors and officers
and any control persons of such Underwriter shall be designated in writing by
the Representatives and any such separate firm for the Company, its directors,
its officers who signed the Registration Statement and any control persons of
the Company shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (x) includes an unconditional release
of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject
matter of such proceeding and (y) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.

          (d)  If the indemnification provided for in paragraphs (a) and (b)
above is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of identifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other from the offering of the Offered Securities or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is

                                       20
<PAGE>

appropriate to reflect not only the relative benefits referred to in clause
(i) but also the relative fault of the Company on the one hand and the
Underwriters on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Underwriters on the other shall be deemed to be in the
same respective proportions as the net proceeds (before deducting expenses)
received by the Company from the sale of the Offered Securities and the total
underwriting discounts and commissions received by the Underwriters in
connection therewith, in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate offering price of the Offered Securities. The
relative fault of the Company on the one hand and the Underwriters on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company, on the
one hand, or by the Underwriters, on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

          (e)  The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 6 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 6, in no event shall an
Underwriter be required to contribute any amount in excess of the amount by
which the total underwriting discounts and commissions received by such
Underwriter with respect to the offering of the Offered Securities exceeds the
amount of any damages that such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 6 are several
in proportion to their respective purchase obligations hereunder and not joint.

          (f)  The remedies provided for in this Section 6 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any
Indemnified Person at law or in equity.

          7.   Termination. This Agreement and the Terms Agreement may be
terminated in the absolute discretion of the Representatives, by notice to the
Company, if after the execution and delivery of this Agreement and the Terms
Agreement and prior to the Firm Closing Date or, in the case of the Option
Securities, prior to the Option Closing Date (i) trading generally shall have
been suspended or materially limited on or by any of the New York Stock
Exchange; (ii) trading of any securities issued or guaranteed by the Company
shall have been suspended on any exchange; (iii) a general moratorium on
commercial banking activities shall have been declared by federal or New York
State authorities; or (iv) there shall have occurred

                                       21
<PAGE>

any outbreak or escalation of hostilities or any change in financial markets or
any calamity or crisis, either within or outside the United States, that, in the
judgment of the Representatives, is material and adverse and makes it
impracticable or inadvisable to proceed with the offering, sale or delivery
of the Offered Securities on the Firm Closing Date or the Option Closing Date,
as the case may be, on the terms and in the manner contemplated by this
Agreement, the Terms Agreement and the Prospectus.

          8.   Default of Underwriters. (a) If any Underwriter shall default in
its obligation to purchase the Offered Securities which it has agreed to
purchase under the Terms Agreement relating to such Offered Securities, the
Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Offered Securities on the terms contained
herein. If within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Offered Securities, then
the Company shall be entitled to a further period of thirty-six hours within
which to procure another party or other parties satisfactory to the
Representatives to purchase such Offered Securities on such terms. In the event
that, within the respective prescribed periods, the Representatives notify the
Company that they have so arranged for the purchase of such Offered Securities,
or the Company notifies the Representatives that it has so arranged for the
purchase of such Offered Securities, the Representatives or the Company shall
have the right to postpone the Closing Date for the Offered Securities for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, [or the Canadian Prospectus as amended or
supplemented,] or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration
Statement[,][or] the Prospectus [or the Canadian Prospectus] which in the
reasonable opinion of the Representatives may thereby be made necessary. The
term "Underwriter" as used in this Agreement shall include any person
substituted under this section with like effect as if such person had originally
been a party to the Terms Agreement with respect to such Offered Securities.

          (b)  If, after giving effect to any arrangements for the purchase of
the Offered Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate number of such Offered Securities which remains unpurchased does not
exceed one-tenth of the aggregate number of the Offered Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase on the applicable Closing Date the number of Offered Securities which
such Underwriter agreed to purchase under the Terms Agreement relating to such
Offered Securities and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the amount of Securities which such
Underwriter agreed to purchase under such Terms Agreement) of the Offered
Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

          (c)  If, after giving effect to any arrangements for the purchase of
the Offered Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate amount of Offered Securities which remains unpurchased exceeds
one-eleventh of the aggregate amount of the Offered Securities, as referred

                                       22

<PAGE>

to in subsection (b) above, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to
purchase Offered Securities of a defaulting Underwriter or Underwriters, then
the Terms Agreement relating to such Offered Securities (or, with respect to the
Option Closing Date, the obligations of the Underwriters to purchase, and of the
Company to sell, the Option Securities) shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 4(h) and the indemnity and contribution agreements in Section 6; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

          9.   Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person and will
survive delivery of and payment for the Offered Securities. If the Terms
Agreement is terminated pursuant to Section 7 or if for any reason the purchase
of the Offered Securities by the Underwriters under the Terms Agreement is not
consummated, the Company shall remain responsible for the expenses to be paid or
reimbursed by it pursuant to Section 4(h) and the respective obligations of the
Company and the Underwriters pursuant to Section 6 shall remain in effect. If
the purchase of the Offered Securities by the Underwriters is not consummated
for any reason, other than solely because of the termination of this Agreement
pursuant to Section 7 or the occurrence of any event specified in Section 8, the
Company will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities, but the Company shall be
under no further liability to any Underwriter except as provided in Section 6.

          10.  Notices. All statements, requests, notices and agreements
hereunder shall be in writing and if to the Underwriters shall be sufficient in
all respects, if delivered or sent by first class mail or facsimile transmission
(confirmed in writing by overnight courier sent on the day of such facsimile
transmission) to the address of the Representatives as set forth in the Terms
Agreement; and if to the Company shall be sufficient in all respects if
delivered or sent by first class mail or facsimile transmission (confirmed in
writing by overnight courier sent on the day of such facsimile transmission) to
the address of the Company set forth in the Registration Statement, Attention:
Secretary.

          11.  Successors. This Agreement will inure to the benefit of and be
binding upon the Company and such Underwriters as are identified in Terms
Agreements and their respective successors and the officers and directors and
controlling persons referred to in Section 6, and no other person will acquire
or have any right or obligation hereunder or by virtue of this Agreement. No
purchaser of any of the Offered Securities from any Underwriter shall be deemed
a successor or assign merely by reason of such purchase.

          12.  Representatives. In all dealings under any Terms Agreement and
hereunder, the Representatives shall act on behalf of each of the Underwriters,
and the parties

                                       23
<PAGE>

hereto shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any underwriter made or given by the Representatives.

          13.  Certain Defined Terms. For purposes of this Agreement, (a) except
where otherwise expressly provided, the term "affiliate" has the meaning set
forth in Rule 405 under the Securities Act; (b) the term "business day" means
any day other than a day on which banks are permitted or required to be closed
in New York City; and (c) the term "subsidiary" has the meaning set forth in
Rule 405 under the Securities Act.

          14.  Time of Essence. Time shall be of the essence of each Terms
Agreement.

          15.  GOVERNING LAW. THIS AGREEMENT AND EACH TERMS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          16.  Counterparts. This Agreement and each Terms Agreement may be
executed by any one or more of the parties hereto and thereto in any number of
counterparts (which may include counterparts delivered by any standard form of
telecommunication), each of which shall be deemed to be an original, but all
such respective counterparts shall together constitute one and the same
instrument.

          17.  Amendments or Waivers. No amendment or waiver of any provision of
this Agreement or each Terms Agreement, nor any consent or approval to any
departure therefrom, shall in any event be effective unless the same shall be in
writing and signed by the parties hereto.

          18.  Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement or each Terms Agreement.

                                       24
<PAGE>


          If the foregoing is in accordance with your understanding, please sign
and return five counterparts hereof.

                                           Very truly yours,

                                           NEWMONT MINING CORPORATION



                                           By
                                             ---------------------------------
                                             Name:
                                             Title:


Accepted as of the date hereof:



[Names of Underwriters]

Acting on behalf of themselves and as the
Representatives of the several Underwriters


By:   [Representatives]


    By:
       ------------------------
       Authorized Signatory

                                       25



<PAGE>


                                                                         ANNEX I
                                                                         -------

                           NEWMONT MINING CORPORATION

                                Equity Securities


                                 Terms Agreement
                                 ---------------


                                                                --------- , ----


[Names and Addresses of
 Representatives]

Dear Sirs:

          Newmont Mining Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated _________ __, ____ (the "Underwriting Agreement"),
between the Company on the one hand and __________________, as Representatives
of the several Underwriters listed in Schedule I hereto, on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the securities specified in Schedule II hereto (the
"Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Terms
Agreement, except that, if this Terms Agreement and the Underwriting Agreement
are dated different dates, each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation and warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined) and also a representation and
warranty as of the date of this Terms Agreement in relation to the Prospectus as
amended or supplemented relating to the Securities which are the subject of the
Terms Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
are designated to act on behalf of each of the Underwriters of Securities.

          Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at a purchase price to the Underwriters set forth in Schedule II hereto, the
amount of Firm Securities set forth opposite the name of such Underwriter in
Schedule I hereto.

          [Subject to the terms and conditions set forth herein and in the Terms
Agreement, the Company hereby grants an option to the Underwriters, severally
and not jointly, to purchase in the aggregate up to the number of Option
Securities set forth on Schedule II at the same

<PAGE>

                                                                         Annex I
                                                                          Page 2

purchase price as shall be applicable to the Firm Securities. The option hereby
granted will expire __ days after the date hereof and may be exercised, in whole
or in part at one time, only for the purpose of covering over-allotments that
may be made in connection with the offering and distribution of the Firm
Securities. Such option may be exercised upon written notice by you to the
Company setting forth the number of Option Securities as to which the several
Underwriters are exercising the option and the Option Closing Date. If the
option is exercised as to all or any portion of the Option Securities, the
Option Securities as to which the option is exercised shall be purchased by each
Underwriter, severally and not jointly, in the proportion that the number of
Firm Securities set forth opposite the name of such Underwriter in Schedule I
bears to the total number of Firm Securities, subject to such adjustments as
you, in your discretion, shall make to eliminate any sales or purchases of
fractional Offered Securities. No Option Securities shall be sold or delivered
unless the Firm Securities previously have been, or simultaneously are, sold and
delivered. The right to purchase the Option Securities or any portion thereof
may be surrendered and terminated at any time before the exercise thereof upon
written notice by the Representatives to the Company.]

          If the foregoing is in accordance with your understanding, please sign
and return to us _______ counterparts hereof, and upon acceptance hereof by you,
on behalf of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company. [It is understood that your acceptance of this letter on behalf of each
of the Underwriters is or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be supplied to the
Company upon request.]

                                      NEWMONT MINING CORPORATION


                                      By:
                                          -----------------------
                                          Name:
                                          Title:


Accepted as of the date hereof:


By:
   ---------------------------

Acting on behalf of themselves and as the
Representatives of the several Underwriters



     By:
        ---------------------------
        Authorized Signatory



<PAGE>


                                   SCHEDULE I

                                                            Amount of
                                                            Firm Securities
                Underwriter                                 to be Purchaser
                -----------                                 ---------------











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

Total . . . . . . . . . . . . . . . . . . . . . . .   ==============


<PAGE>


                                  SCHEDULE II
                                  -----------

Title of Securities:


Aggregate number of Firm Securities:


Aggregate number of Option Securities:


Price to Public:
              $
               ----------

Purchase Price by Underwriters:
              $
               ----------

Specified funds for payment of purchase price:
              [New York] Clearing House funds

If the Securities are Preferred Shares or Depositary Shares evidencing fractions
of Preferred Shares, the terms of such Preferred Shares are as follows:

              Designation:

              Date of Certificate of Designations:

              Dividend Rate or Amount:

              [$___ per share per annum] [specify other method of calculation]

              [Dividends are noncumulative.]  [Dividends are cumulative from
[specify date].]

              Dividend Payment Dates:

              [months and dates], commencing [date]

              Conversion Rights:

              [The Securities are not convertible.]

              [The Securities will be [subject to mandatory conversion]
[convertible [at the option of the holder thereof] [at the option of the
Company]] into shares of Common Stock of the Company [Describe conversion
provisions, including the conversion price and adjustments thereto.]]
<PAGE>

                                                                     Schedule II
                                                                          Page 2


              Ranking:

              [The Securities will rank senior with respect to the payment of
              dividends and the distribution of assets upon liquidation to any
              shares of any series of Preferred Stock which by its terms is
              expressly made junior to the Securities. The Securities will rank
              on a parity with respect to the payment of dividends and the
              distribution of assets upon liquidation with any other series of
              Preferred Stock.]

              [The Securities will rank on a parity with respect to the payment
of dividends and the distribution of assets upon liquidation to any shares of
any series of Preferred Stock which by its terms is expressly made junior to any
other series of Preferred Stock. The Securities will rank junior with respect to
the payment of dividends and the distribution of assets upon liquidation with
any other series of Preferred Stock.]

              Liquidation Rights:

              In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of the Securities will be
entitled to receive out of the assets of the Company available for distribution
to stockholders $______ per share in cash plus accrued and unpaid dividends
before any distribution is made to the holders of the Common Stock or any other
stock of the Company ranking junior to the Securities as to the distribution of
assets upon liquidation, dissolution or winding up of the affairs of the
Company.

              Redemption Provisions:

              [No provisions for redemption]

              [The Securities may be redeemed, otherwise than through the
              sinking fund, in whole or in part at the option of the Company
              [on or after _________, _________ at the following redemption
              prices: If [redeemed on or before _________, $___, and if]
              redeemed during the 12-month period beginning ___________,

              Year                   Redemption Price
              ----                   ----------------

              and thereafter at $___ per share, together in each case with
              accrued and unpaid dividends to the redemption date]

              [on any dividend payment date falling on or after ____________,
              ___________, at the election of the Company, at a redemption price
              equal to the $___, plus accrued and unpaid dividends to the date
              of redemption].

              [Other possible redemption provisions, such as mandatory
              redemption upon occurrence of certain events or redemption for
              changes in tax law]

              Sinking Fund Provisions:

              [No sinking fund provisions]

<PAGE>

                                                                     Schedule II
                                                                          Page 3


              [The Securities are entitled to the benefit of a sinking fund to
              retire _____ shares on ______ in each of the years _____ through
              ____ at $___ per share plus accrued and unpaid dividends] [,
              together with [cumulative] [non-cumulative] redemptions at the
              option of the Company to retire an additional _____ shares in the
              years ____ through ____ at $___ per share plus accrued and unpaid
              dividends.]

              Voting Right Provisions:

              [No voting rights except as specified in the Company's Restated
Certificate of Incorporation.]

              [In addition to the voting rights specified in the Company's
Restated Certificate of Incorporation, the Securities [specify voting rights].]

If the Securities are Depositary Shares, specify the following:

              Depositary:

              Deposit Agreement:

              Deposit Agreement dated as of ________, _____, between the Company
and the Depositary.

              Terms of Deposit:

              Each Depositary Share will represent ___ of [one] share of the
Preferred Shares described above. [Insert of other relevant terms.]

If the Securities are Warrants, the terms thereof are as follows:

              Warrant Agent:

              Warrant Agreement:

              Warrant Agreement dated as of ___________, ____, between the
Company and the Warrant Agent.

              Exercise Price:

              $_____ per share, subject to adjustment as provided in the Warrant
Agreement.

              Expiration Date:

              Terms of Exercise:

              [The Warrants may be exercised at any time [on or after ________]
and prior to the close of business on the Expiration Date.]
<PAGE>

                                                                     Schedule II
                                                                          Page 4


Firm Closing Date:

              [Time and date], ____

Closing Location:

Black Out Period:

              [None]

         [For a period beginning at the time of execution of the Terms Agreement
         and ending 90 days thereafter, [the Company will not, directly or
         indirectly, offer, sell, contract to sell or otherwise dispose of
         Common Shares or securities representing, convertible into or
         exchangeable for, or any rights to purchase or acquire, Common Shares,
         other than (1) pursuant to its employee stock option and restricted
         stock plans or its directors' stock plan, each as in effect at the time
         of execution of the Terms Agreement, (2) pursuant to the exchange of
         options granted under its employee stock option and restricted stock
         plans or its directors' stock plan, (3) pursuant to the exercise of
         warrants outstanding on the date hereof, (4) pursuant to the exchange
         of exchangeable shares outstanding on the date hereof, (5) pursuant
         arrangements made with respect to any person who becomes an employee of
         the Company, (6) pursuant to proposed acquisitions and other
         transactions described in [insert applicable Exchange Act
         report/Prospectus]]

              [Insert terms, if other than as above]

Names and addresses of Representatives:




Address for Notices, etc.:


[Other Terms](1)



--------------------
(1) A description of particular tax, accounting or other unusual features of the
    Securities should be set forth, or referenced to an attached and
    accompanying description, if necessary to the issuer's understanding of the
    transaction contemplated. Such a description might appropriately be in the
    form in which such features will be described in the Prospectus for the
    offering.