EARN -  IN AGREEMENT


                                     between

                              RODEO CREEK GOLD INC.
                      GREAT BASIN GOLD LTD. (as Guarantor)


                                       and

                              HECLA VENTURES CORP.
                       HECLA MINING COMPANY (as Guarantor)





                       HOLLISTER DEVELOPMENT BLOCK VENTURE




<PAGE>



                                TABLE OF CONTENTS


                                EARN -  IN AGREEMENT


ARTICLE I      DEFINITIONS....................................................2
ARTICLE II     REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS .............5
ARTICLE III    TERM OF EARN  IN AGREEMENT ....................................8
ARTICLE IV     RELATIONSHIP OF THE PARTIES....................................8
ARTICLE V      INITIAL CONTRIBUTION..........................................10
ARTICLE VI     MAINTENANCE AND ABANDONMENT OF PROPERTIES.....................13
ARTICLE VII    AREA OF INTEREST .............................................15
ARTICLE VIII   WITHDRAWAL AND TERMINATION....................................15
ARTICLE IX     OPERATIONS AND GOVERNANCE.....................................17
ARTICLE X      RECLAMATION OBLIGATIONS.......................................28
ARTICLE XI     REPORTING, INSPECTION AND AUDIT...............................29
ARTICLE XII    MEMORANDUM....................................................30
ARTICLE XIII   DEFAULTS......................................................30
ARTICLE XIV    CONFIDENTIALITY...............................................30
ARTICLE XV     TAXES.........................................................32
ARTICLE XVI    COOPERATION...................................................32
ARTICLE XVII   GENERAL PROVISIONS............................................32



                                    EXHIBITS

EXHIBIT A:        PROPERTIES AND TERMINATION & RELEASE AGREEMENT

EXHIBIT B:        ACCOUNTING PROCEDURES

EXHIBIT B1        INSURANCE

EXHIBIT C:        FORM OF QUITCLAIM DEED AND ASSIGNMENT

EXHIBIT D:        FORM OF MEMORANDUM OF AGREEMENT

EXHIBIT E:        EXPENDITURE SCHEDULE AND INITIAL
                  PROGRAM & BUDGET

EXHIBIT F:        OPERATING AGREEMENT

EXHIBIT G:        HECLA MINING WARRANT AGREEMENT

EXHIBIT H:        GREAT BASIN WARRANT AGREEMENT


<PAGE>

                                       -   1  -

                                EARN -  IN AGREEMENT

This  Earn - in  Agreement  is made as of  August 2,  2002,  ("Effective  Date")
between HECLA VENTURES CORP., a Nevada corporation duly qualified to do business
and in good  standing in the state of Nevada,  whose  principal  address is 6500
Mineral Drive,  Coeur d'Alene,  Idaho 83815 - 8788  (hereinafter  referred to as
"Hecla  Ventures") and its Guarantor,  Hecla Mining Company and RODEO CREEK GOLD
INC., a Nevada corporation whose address is C/O Richard Harris,  Ste. 260 - 6121
Lakeside Drive, Reno, NV 89511 (hereinafter referred to as "Rodeo Creek") who is
qualified to do business and is in good  standing in the State of Nevada and its
Guarantor, Great Basin Gold Ltd.

                                    RECITALS

A.  WHEREAS,  Rodeo Creek owns  certain  mining  claims and other real  property
interests  more  specifically  described  in  Exhibit  A,  attached  hereto  and
incorporated  herein  by  this  reference   (hereinafter   referred  to  as  the
"Properties");

B.  WHEREAS,  Hecla  Ventures  desires to acquire an  undivided  interest in the
Properties by spending the Earn - in  Expenditures  on or for the benefit of the
Properties unless terminated pursuant to the terms hereof; and

C. WHEREAS,  upon  completion of a Earn - in Activities (as that term is defined
below) by Hecla  Ventures,  Hecla  Ventures  and  Rodeo  Creek;  enter  into the
Operating Agreement attached hereto as Exhibit F;

D. WHEREAS,  Hecla Mining Company ("Hecla  Mining"),  as Guarantor has agreed to
guarantee  the due  performance  of all of the  obligations  of  Hecla  Ventures
hereunder.  E. WHEREAS,  Great Basin Gold Ltd. ("Great Basin"), as Guarantor has
agreed to guarantee the due  performance  of all the  obligations of Rodeo Creek
hereunder.

NOW,  THEREFORE,  in consideration  of the payments  provided for herein and the
mutual promises set forth below,  all the Parties hereto agree to the provisions
of this Earn -  in Agreement.



                                    ARTICLE I
                                   DEFINITIONS

1.1 "Accounting Procedures" means the procedures set forth in Exhibit B.

1.2 "Affiliate" means any person, partner,  partnership,  joint venture, limited
liability  company,  corporation  or other form of enterprise  which directly or
indirectly  controls,  is controlled by, or is under common control with a party
to this  Agreement.  For purposes of the  preceding  sentence,  "control"  means
possession, directly or indirectly, of the power to direct or cause direction of
management and policies through ownership of voting securities, contract, voting
trust or otherwise.

1.3 "Area of Interest" means an area commonly known as the Hollister Development
Block with the three  dimensional  coordinates  34,000 E to 40,000 E;35,000 N to
42,000  N; and from  surface  to  4,000  feet  above  sea  level.  (A map of the
Hollister  Development  Block is attached to this Earn - in Agreement as Exhibit
A).

1.4 "Assets" means all materials,  supplies,  equipment,  and personal  property
required to conduct Earn -  in Activities.

1.5 "Currency", "$", means US dollars unless otherwise stated.

1.6 "Commercial  Production"  means greater than or equal to 400 tonnes mined on
average  per  day  over a 21 day  calendar  period  or  such  longer  time as is
consistent with the Feasibility Study.

1.7 "Default" means a Party's failure to perform its obligations  required under
this Earn -  in Agreement.

1.8 "Earn - in  Activities"  means all  activities  on or for the benefit of the
Properties  giving rise to Earn - in  Expenditures  which are duly  incurred and
paid as herein provided.

1.9 "Earn - in  Agreement"  means  this Earn - in  Agreement  together  with all
Exhibits and other information appended hereto.

1.10 "Earn - in  Expenditures"  means the issuance of the Hecla Mining  Warrants
(subject to the  issuance of the Great Basin  Warrants)  and other  expenditures
including  Assets  acquired by Hecla Ventures for Earn - - in Activities for the
benefit of the Properties.

1.11  "Effective  Date"  means  the date set  forth on Page 1 of this  Earn - in
Agreement.

1.12 "Expenditure Commitment" means the minimum sum Hecla Ventures must spend on
Earn - in Expenditures  (pursuant to the  Expenditure  Schedule that is found in
Exhibit E) during each Annual Expenditure Commitment Period.

1.13 "Expenditure Commitment Period" means each year (set out in the Expenditure
Schedule that is found in Exhibit E and/or an approved  Program and Budget under
Section 9.3) during which the corresponding Annual Expenditure  Commitment is to
be spent.

1.14 "Expenditure Schedule" means Exhibit E.

1.15  "Feasibility  Study" means a study of the  feasibility  of developing  and
operating  one or more  mine(s) on the  Properties,  including  an  analysis  of
economic,   geological,   engineering,   environmental,   regulatory  and  other
considerations, and containing the level of detail customary in the industry for
a  feasibility  study  presented  to financial  institutions  for the purpose of
seeking  and  obtaining  financing  for  the  development  of a mine  (with  all
estimates developed to an accuracy within +/-10%).

1.16  "Guarantors"  means Great Basin Gold Ltd. ("Great Basin") and Hecla Mining
Company ("Hecla Mining").

1.17 "Initial Feasibility Study" or "Prefeasibility  Study" means a study of the
feasibility of developing and operating a mine on the  Properties,  including an
analysis of economic,  engineering,  geological,  environmental,  regulatory and
other  considerations,  and  containing  the  level of detail  customary  in the
industry to determine whether the veins, ore bodies or other targets  identified
in Stage I of Earn - in Activities are of sufficient  interest to the Parties to
proceed with Stage II of Earn - in Activities  (with all estimates  developed to
an accuracy within +/- 15%).

1.18  "Operating  Agreement"  means that  agreement,  attached to this Earn - in
Agreement as Exhibit F, which is to be effective  between  Rodeo Creek and Hecla
Ventures upon Hecla Ventures' fulfillment of the requirements set out in Article
V, Section 5.1 of this Earn - in Agreement.

1.19 "Participating  Interest" means the percentage interest of a Participant in
the Properties, Products and all other rights and obligations arising under this
Earn - in Agreement. From the Effective Date hereof through completion of Earn -
in Activities, and only for purposes of implementing Earn - in Activities, Hecla
Ventures  and Rodeo  Creek  shall each be deemed to have a fifty  percent  (50%)
Participating Interest.

1.20  "Parties"  means Rodeo Creek and Hecla  Ventures and any other  persons or
entities that become subject to this Earn - In Agreement in accordance  with the
provisions  hereof.  Great Basin and Hecla  Mining are Parties to this Earn - In
Agreement only with regard to their respective obligations:

(1) as Guarantors under Recitals D and E, and Sections 2.3 and 2.6;

(2)  under  Sections  2.4  and  2.7  concerning  certain   representations   and
warranties; and

(3) to issue their respective  Warrants  pursuant to Article V and Exhibits E, G
and H.

1.21 "Participants" means Rodeo Creek and Hecla Ventures.

1.22 "Payments" means those payments identified in Exhibit E.

1.23 "Prime Rate" means a prime rate listed in the Wall Street Journal  (source:
Federal Reserve).

1.24 "Products" means all ores, minerals and mineral resources produced from the
Properties under this Earn -  In Agreement.

1.25 Programs and Budgets are as defined under Section 9.3.

1.26  "Property or  Properties"  means those  interests in real property and all
mineral estates (and portions  thereof)  therein  described in Exhibit A and all
other  interests  in real  property  within the Area of Interest  which are made
subject to this Agreement  subject to the obligations  pertaining  thereto under
applicable law or pursuant to Underlying Agreements noted on Exhibit A.

1.27  "Term"  means the term of this Earn - in  Agreement  as defined in Article
III.

1.28  "Underlying  Agreements"  means those  agreements  pursuant to which Rodeo
Creek or any Affiliate  holds and interest in the Properties with Newmont Mining
Corp. and certain other parties all of which are more particularly  described in
Exhibit A.

All words not defined  herein shall first be  construed as commonly  used in the
mining  industry.  If there is no such  usage in the mining  industry  then such
words shall be given its common understanding.



                                   ARTICLE II
                REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS

2.1 Capacity. Each of the Parties represents as follows:

(a) that it is a corporation duly incorporated and in good standing in its state
or jurisdiction of incorporation  and that it is qualified to do business and is
in good standing in those states or  jurisdictions  where  necessary in order to
carry out the purposes of this Earn -  in Agreement;

(b) that it has the  capacity to enter into and perform this Earn - in Agreement
and all  transactions  contemplated  herein  and that all  corporate  and  other
actions  required  to  authorize  it to enter  into and  perform  this Earn - in
Agreement have been properly taken;

(c) that it will not breach any other  agreement or arrangement by entering into
or performing this Earn - in Agreement; and

(d) that this Earn - in Agreement has been duly executed and delivered by it and
is valid and binding upon it in accordance with its terms.

2.2 Rodeo Creek's  Representations  and Warranties.  Rodeo Creek  represents and
warrants that, with respect to the Properties:

(a) Rodeo Creek is in possession  of and has the interests in the  Properties as
described in Exhibit A and subject to the Underlying Agreements;

(b) To the best of its information and belief and subject to the paramount title
of the United States,

(i) the unpatented mining claims were properly laid out and monumented; (ii) all
required  location  work was  properly  performed;  (iii)  location  notices and
certificates  were  properly  recorded and filed with  appropriate  governmental
agencies;  (iv) all assessment work has been performed,  or fee payments in lieu
thereof  made,  as required to hold the  unpatented  mining  claims  through the
assessment  year ending August 31, 2002; (v) all  affidavits of assessment  work
and other  filings  required to maintain the claims in good  standing  have been
properly and timely recorded or filed with  appropriate  governmental  agencies;
(vi) the claims are free and clear of defects, liens or encumbrances arising by,
through or under Rodeo Creek; (vii) there are no conflicting  claims; and (viii)
there are no pending or threatened actions,  suits or proceedings  involving the
mining claims;

(c) To the best of its information and belief, the Properties are free and clear
of all defects, liens and encumbrances except for those specifically  identified
on Exhibit A hereto and except for those which would not have a material adverse
effect on the usage contemplated herein;

(d) There is no judgment  outstanding or litigation,  proceeding or governmental
investigation  pending or  threatened  against Rodeo Creek,  or the  Properties,
which would have an adverse effect on the title or interest of Rodeo Creek in or
to the Properties or Rodeo Creek's power or right to sell,  convey,  transfer or
assign the mineral  estate on the  Properties,  nor has Rodeo Creek received any
communication  asserting  or  threatening  any adverse  claim to any part of the
Properties;

(e) Rodeo Creek has made or shall  make,  pursuant to Article XVI of this Earn -
in Agreement, available to Hecla Ventures all information and data regarding the
existence of minerals  within the  Properties,  and all  information  concerning
record,  possessory,  legal or equitable title to the Properties which is within
Rodeo Creek's knowledge, possession or control;

(f) To the best of Rodeo Creek's knowledge  information and belief and except as
disclosed to the appropriate  environmental  regulatory  authorities,  there has
never been any: 1) release, spill, discharge, leak, emission, escape, dumping or
any material release of any kind of any toxic or hazardous substances as defined
under any local, state or federal regulation,  laws or statutes, from, on, in or
under  Rodeo  Creek's  Properties  or  into  any  environment   surrounding  the
Properties,  except for those releases permissible under such regulations,  laws
or statutes or otherwise  allowable  under  applicable  permits;  2) disposal of
toxic or hazardous  substances or toxic or hazardous wastes on the Properties or
related to the  Properties;  and, 3) material  storage or  treatment of toxic or
hazardous  substances  or toxic or  hazardous  wastes  on, at, or related to the
Properties;

(g) To the best of its information  and belief,  Rodeo Creek is in compliance in
all  material  respects  with all  federal,  state  and  local  laws,  rules and
regulations  relating  to  or  affecting  the  Properties,   and  has  obtained,
maintained in full force and effect, and operated in substantial compliance with
all authorizations,  licenses,  permits, easements,  consents,  certificates and
orders of any  governmental  or  regulatory  body  relating to or affecting  the
Properties;  and operations of Rodeo Creek and its agents or contractors on, at,
or related to the  Properties  have not resulted in any  violations  of federal,
state or local laws, rules,  regulations,  ordinances or orders which would have
an adverse effect on the usage contemplated herein;

(h) There are no existing  mineral  production  or other  royalties  of any kind
which are payable with respect to the  Properties  or mineral  substances  mined
therefrom other than those specifically identified in Exhibit A;

(i) Rodeo Creek is not a party to nor has any  knowledge of any existing oral or
written  agreement  of any kind  which  does or could  have any  adverse  impact
whatsoever on record or possessory title to the mineral estate of the Properties
and/or the access, exploration, development or mining of same;

(j) To the best of Rodeo Creek's knowledge,  information and belief there are no
existing  restrictions  which  would  have any  adverse  effect  on the right to
explore,  develop and mine mineral  substances  from the  Properties,  excluding
restrictions  contained in applicable laws, statutes,  regulations,  permits and
other agency  directives  including  Bureau of Land Management  ("BLM"),  Nevada
Division of Environmental  Protection ("NDEP") and Traditional Cultural Property
on the Properties, and other Nevada State and Federal agencies;

(k) To the best of Rodeo Creek's knowledge, information, and belief, Rodeo Creek
is unaware of any material facts or circumstances, which have not been disclosed
or made  available to Hecla  Ventures or been  deliberately  withheld from Hecla
Ventures,  which  Hecla  Ventures  should  be aware of in order to  prevent  the
representations in this Section 2.2 from being misleading.

(l) Rodeo Creek and its Affiliates  shall conduct its other business  activities
near,  under and  adjacent  to the Area of  Interest  in a manner  that does not
unreasonably interfere with, hinder or delay Earn -  in Activities.

2.3 Great Basin,  on behalf of Rodeo Creek,  hereby  warrants and covenants with
Hecla Ventures that it does hereby  unconditionally and irrevocably guarantee to
Hecla Ventures all of Rodeo Creek's  representation,  warranties and obligations
hereunder.

2.4 For Great Basin only, Great Basin represents and warrants, that its publicly
filed corporate  disclosure  records with regulatory  authorities are up to date
and correct in all material respects.

2.5 Hecla  Ventures'  represents  and  warrants  that it has or will  obtain the
necessary labor and equipment to conduct Earn -  in Activities.

2.6 Hecla Mining, on behalf of Hecla Ventures hereby warrants and covenants with
Rodeo Creek that it does hereby  unconditionally  and  irrevocably  guarantee to
Rodeo Creek all of Hecla Ventures'  representations,  warranties and obligations
hereunder.

2.7 For Hecla  Mining  only,  Hecla  Mining  represents  and  warrants  that its
publicly filed corporate disclosure record with regulatory  authorities is up to
date and correct in all material respects.

2.8 Materiality of Representations.  Al representations warranties and covenants
made  in this  Article  II are  material  to this  Earn - in  Agreement  and the
Parties' intent in entering into it.


                                   ARTICLE III
                            TERM OF EARN -  IN AGREEMENT

The Term of this Earn - in Agreement shall commence as of the Effective Date and
shall automatically  terminate after four (4) years thereof or upon execution of
the  Operating  Agreement in accordance  with Sections 5.5 and 8.3,  unless this
Earn - in Agreement is terminated  earlier  pursuant to Article VIII or extended
by amendment upon the Parties' mutual written agreement.


                                   ARTICLE IV
                           RELATIONSHIP OF THE PARTIES

4.1 No  Partnership.

Nothing  contained in this Earn - in Agreement shall be deemed to constitute any
Party the  partner  of  another,  nor,  except  as  otherwise  herein  expressly
provided,  to constitute any Party the agent or legal representative of another,
nor to create any  fiduciary  relationship  between or among them. It is not the
intention  of the  Parties to  create,  nor shall  this Earn - in  Agreement  be
construed to create, any mining, commercial or other partnership. No Party shall
have any authority to act for or to assume any obligation or  responsibility  on
behalf of the other Party,  except as otherwise  expressly  provided herein. The
rights, duties,  obligations and liabilities of the Parties shall be several and
not  joint  or  collective.  Each  Party  shall  be  responsible  only  for  its
obligations  as herein  set out and  shall be  liable  only for its share of the
costs and  expenses  as  provided  herein,  it being  the  express  purpose  and
intention of the Parties that their  ownership of assets and the rights acquired
hereunder shall be as tenants in common. Each Party shall indemnify,  defend and
hold harmless the other Party, its directors,  officers,  employees,  agents and
attorneys from and against any and all losses,  claims,  damages and liabilities
(including  litigation  costs and attorneys' fees) arising out of any act or any
assumption  of liability by the  indemnifying  Party,  or any of its  directors,
officers, employees, agents and attorneys done or undertaken, or apparently done
or undertaken,  on behalf of any other Party,  except  pursuant to the authority
expressly granted herein or as otherwise agreed in writing between the Parties.

4.2  Federal  Tax  Elections  and  Allocations.

The Parties agree that their  relationship  pursuant to this Earn - in Agreement
shall not constitute a tax  partnership  within the meaning of Section 761(a) of
the United States Internal Revenue Code of 1986, as amended.

4.3  State  &  Provincial   Income  Tax.

The Parties  also agree that their  relationship  shall be treated for  Canadian
Federal,  U.S.  State and  Canadian  Provincial  income tax purposes in the same
manner as it is for U.S. Federal income tax purposes.

4.4 Other Business  Opportunities.

Except as expressly provided in this Earn - in Agreement,  each Party shall have
the right  independently  to engage in and receive full  benefits  from business
activities,  whether or not competitive with the operations under this Earn - in
Agreement,  without  consulting  any other Party.  The  doctrines of  "corporate
opportunity"  or  "business  opportunity"  shall  not be  applied  to any  other
activity,  venture, or operation of any Party, and, except as otherwise provided
in this Earn - in  Agreement,  no Party shall have any  obligation  to any other
with respect to any opportunity to acquire any property at any time.

4.5 Waiver of Right to  Partition.

The Parties hereby waive and release all rights of partition, or of sale in lieu
thereof,  or other  division of Assets,  including  any such rights  provided by
applicable law.

4.6  Transfer  or  Termination  of Rights  to  Properties.

Except  as  otherwise  provided  in this  Earn - in  Agreement,  no Party  shall
transfer  all or any part of its  interest in the  Properties  or this Earn - in
Agreement or otherwise permit or cause such interests to terminate.

4.7 Implied Covenants.

There are no implied covenants  contained in this Earn - in Agreement other than
those of good faith and fair dealing.

4.8  Employees.

Employees  of the  respective  Parties are not and shall not be employees of the
other Parties or of any venture, which may be comprised of the Parties.


                                    ARTICLE V
                              INITIAL CONTRIBUTION

5.1 Properties and Required Earn -  in Expenditures.

(a) Rodeo Creek, hereby makes available to Hecla Ventures the Properties for the
purposes of this Earn - in Agreement and all existing  technical  data and other
information  concerning  the  Properties.  Upon receipt of each Tranche of Hecla
Mining  Warrants (as defined  below) Rodeo Creek will  forthwith  issue to Hecla
Ventures  two year  warrants to purchase  common  shares in Great Basin  ("Great
Basin  Warrants") as follows:  1) 1 million Great Basin Warrants upon receipt of
Tranche 1 Hecla Mining Warrants; 2) 500,000 Great Basin Warrants upon receipt of
Tranche 2 Hecla  Mining  Warrants;  and 3) 500,000  Great  Basin  Warrants  upon
receipt  of  Tranche 3 Hecla  Mining  Warrants.  Great  Basin  Warrants  will be
exercisable  at the weighted  average daily  closing  prices for the twenty (20)
trading days on the TSX Venture Exchange  immediately prior to issuance and done
substantially in accordance with the form Warrant  Agreement  attached hereto in
Exhibit H.

(b) Hecla Ventures hereby agrees to fund one - hundred percent (100%) of Stage I
Earn - in Activities and shall  exchange with Great Basin 2 million  (2,000,000)
two year warrants  ("Tranche 1") to purchase Hecla Mining common stock $0.25 par
value  exercisable at the weighted  average daily closing prices on the New York
Stock Exchange for the twenty (20) trading days immediately prior to the date of
the  Warrant  Agreement  ("Exercise  Price")  which  for  Tranche  1 is also the
Effective  Date.  Hecla Ventures agrees to issue the Warrants within thirty (30)
days after the warrant date to Great Basin as attached hereto as Exhibit G.

(c)  Hecla  Ventures  hereby  commits  to  initiate  and fund  Stage I Earn - in
Activities on the Effective Date,  subject to receipt of Stage I permits,  in an
expeditious manner and to complete same on a best efforts diligent basis, within
24 months of the Effective Date,  provided that the Earn - in Activities are not
subjected  to a public  Environmental  Impact  Statement  (under  NEPA) or other
public  review and comment  process,  and to  completely  fund (100%) of Stage I
(estimated to take approximately  twelve (12) months) such Earn - in Activities.
Within sixty (60) days after  completion of Stage I Earn - in Activities,  Hecla
Ventures  must elect to either:  (1) proceed with and fund 100% of the estimated
$11.5  million  Stage II  Program of Earn - In  Activities  as  approved  by the
Management  Committee;  (2) vest by making the payment to the Joint Venture upon
its actual  formation  under the Operating  Agreement and taking other action as
set forth in  section  5.5(b);  or (3) elect not to  proceed  with  Stage II and
terminate  this Earn - In Agreement.  If Hecla  Ventures  elects to proceed with
Stage II Earn - in  Activities  or  funding in lieu,  it will issue one  million
(1,000,000) Hecla Mining Warrants ("Tranche 2") dated and priced on the election
date,  within ten (10) days  thereafter in the form of the Warrant  Agreement in
Exhibit G,  exercisable at the Exercise  Price and in accordance  with the terms
and conditions of the Warrant Agreement.  If however,  Hecla Ventures elects not
to proceed with Stage II of Earn - in  Activities  or funding in lieu,  it shall
provide  written  notice to Rodeo Creek.  Notwithstanding  any provision in this
Earn - in Agreement to the  contrary,  if Hecla  Ventures  does not notify Rodeo
Creek in  writing  within the  required  time of its  choice to  proceed,  or to
terminate  or elects not to  participate  in Stage II Earn - in  Activities,  it
shall have no further rights or obligations  hereunder (except the obligation to
reclaim the  Properties  for all Earn - in Activities it has  conducted) and the
Parties  shall  execute  and record the  Termination  and Release  Agreement  in
substantially  the same form as  Exhibit A, Part IV. To  complete  the Earn - In
Activities,  Hecla  Ventures  will issue Rodeo Creek an  additional  one million
(1,000,000)  two year warrants (dated and priced on the date that Hecla Ventures
gives notice to Rodeo Creek that Stage II Earn - In  Activities  are complete or
Hecla Ventures  elects to fund Stage II in lieu) to purchase Hecla Mining common
stock ("Tranche 3") exercisable at the Exercise Price and in accordance with the
terms and  conditions of the Warrant  Agreement.  The Tranche 3 Warrants will be
issued  within 30 days from the date of the  Warrants.  After  vesting  of Hecla
Ventures' Participating Interest, each of the Participants shall be obligated to
fund such activities in accordance with its Participating Interest as defined in
Exhibit F attached hereto and determined thereunder from time to time.

5.2 Reasonable Earn - in Activities.

Hecla  Ventures'  Earn - in  Activities  shall be conducted in  accordance  with
Exhibit E at the direction of the  Management  Committee and in accordance  with
all  applicable  laws,  regulations  and good mining  industry  standards in the
United States.

5.3 Credit for Excess Earn -  in  Expenditures.

Earn - in  Expenditures  made by Hecla  Ventures in excess of that required in a
given  Annual  Expenditure  Commitment  Period  shall be credited to  subsequent
Annual Expenditure  Commitments for the following Annual Expenditure  Commitment
Periods.

5.4 Completion of Required Earn -  in  Expenditures.

Within thirty (30) days after  completing  Earn - in Activities  (as provided in
Section 5.1 and in  accordance  with Exhibit E), Hecla  Ventures  shall  provide
notice to Rodeo Creek that it has  completed  Earn - in  Expenditures.  Together
with the notice,  Hecla Ventures shall provide  sufficient detail and supporting
documentation to permit Rodeo Creek to review,  audit and reasonably  verify the
Earn - in Expenditures  5.5 Transfer.  Hecla Ventures shall have earned a vested
and undivided  Participating Interest in the Properties subject to the Operating
Agreement by completing  either of the requirements in subparagraphs  (a) OR (b)
OR (c) of this section 5.5:

(a) Upon  completion  of Stage II Earn - in  Activities  and issuing Rodeo Creek
Tranche 3 Hecla  Mining  Warrants  set forth in Exhibit E and G, Hecla  Ventures
shall have a vested  right to an undivided  fifty  percent  (50%)  Participating
Interest in the  Properties  effective  as of the date Hecla  Ventures  provides
notice  pursuant to Section 5.4 above.  Within thirty (30) days after  providing
notice verifying that Hecla Ventures has made Earn - in Expenditures  consistent
with the requirements of this Article V:

(1) Rodeo Creek shall convey to Hecla Ventures an undivided  fifty percent (50%)
of Rodeo Creek's  interest in the Properties,  by executing,  acknowledging  and
delivering  to Hecla  Ventures a good and  sufficient  conveyance in the form of
Exhibit C to this Earn -  in Agreement; and,

(2) Rodeo Creek and Hecla Ventures shall cause to become  effective an Operating
Agreement  on the  Properties  in the form of the  attached  Exhibit F, which 1)
shall include the  Properties and 2) shall have an effective date as of the date
of the above -  described notice from Hecla Ventures to Rodeo Creek; and,

(3) Rodeo Creek shall issue to Hecla Ventures the Great Basin Warrants set forth
in Exhibit E and H.

(b) By completing  Stage I Earn - In Activities and providing  written notice to
Rodeo Creek that Hecla Ventures  elects to vest by making a payment to the Joint
Venture  in an amount of $21.8  million  dollars  (U.S.)  less  actual  costs to
complete Stage I of Earn - In Activities  (excluding  overruns greater than 10%)
of a Management Committee approved Program and Budget; and issue Rodeo Creek the
Tranche 2 and  Tranche 3 Hecla  Mining  Warrants  set forth in  Exhibit E and G.
Within thirty (30) days after receiving the preceding vesting payment:

(1) Rodeo Creek shall convey to Hecla Ventures an undivided  fifty percent (50%)
of Rodeo Creek's  interest in the Properties,  by executing,  acknowledging  and
delivering  to Hecla  Ventures a good and  sufficient  conveyance in the form of
Exhibit C to this Earn -  in Agreement; and,

(2) Rodeo Creek and Hecla Ventures shall cause to become  effective an Operating
Agreement  on the  Properties  in the form of the  attached  Exhibit F, which 1)
shall include the  Properties and 2) shall have an effective date as of the date
of the above -  described notice from Hecla Ventures to Rodeo Creek; and

(3) Rodeo Creek shall issue to Hecla Ventures the Great Basin Warrants set forth
in Exhibit E and H.

(c) By Hecla Ventures  completing Stage I and thereupon  completing either Stage
II of Earn - in Activities and achieving  Commercial  Production;  and in either
such event issuing Rodeo Creek the Tranche 2 and Tranche 3 Warrants;

(1) Rodeo Creek shall convey to Hecla Ventures an undivided  fifty percent (50%)
of Rodeo Creek's  interest in the  Properties by  executing,  acknowledging  and
delivering  to Hecla  Ventures a good and  sufficient  conveyance in the form of
Exhibit C to this Earn -  in Agreement; and,

(2) Rodeo Creek and Hecla Ventures shall cause to become  effective an Operating
Agreement  on the  Properties  in the form of the  attached  Exhibit F, which 1)
shall include the Properties and 2) shall have and effective date as of the date
of the above described notice from Hecla Ventures to Rodeo Creek; and

(3) Rodeo Creek shall issue to Hecla Ventures the Great Basin Warrants set forth
in Exhibit E and H.



                                   ARTICLE VI
                    MAINTENANCE AND ABANDONMENT OF PROPERTIES

6.1  Maintenance of  Properties.

Hecla  Ventures  as Manager  shall take all steps  necessary  to maintain at its
expense, as part of the Earn - in Activities, of the Properties (pursuant to the
Underlying  Agreements and all general legal requirements  relating thereto) all
necessary  payments on the  Properties to maintain them in good standing  during
the Term of this Earn - in Agreement.

6.2 Assessment Work or Fees.

During the term of this Earn - in  Agreement,  Hecla  Ventures as Manager  shall
also perform any annual assessment work required to maintain such claims for any
assessment  year in which  this  Earn - in  Agreement  has not  expired  or been
terminated prior to thirty (30) days before the end of such assessment year, and
will make annual fee  payments  required to maintain  unpatented  (or  patented)
mining claims  included in the Properties for any assessment  year in which this
Earn - in Agreement  has not expired or been  terminated  forty - five (45) days
prior to the fee payment due date. Hecla Ventures shall timely record,  file and
furnish to Rodeo  Creek  affidavits  of such  performance  and  evidence  of fee
payment.  Excepting for the August 2002 Properties filings and amounts due shall
be paid by and filed by Rodeo Creek.  These 2002 amounts  shall be reimbursed by
Hecla  Ventures to Rodeo Creek as part of Earn - in  Activities,  within  thirty
(30) days of receipt of invoice  from Rodeo  Creek.  No Party shall be liable on
account of holdings by any court or governmental  agency that the effects of any
work  elected  and  performed  in good faith by such Party are  insufficient  to
constitute  annual  assessment  work for  purposes of  preserving  title to such
claims,  provided  that the work so done is of the kind  generally  accepted  as
assessment  work in the mining  industry in the United  States and provided that
such Party expended a total amount  sufficient to meet any minimum  requirements
during the required period of time with respect to all such unpatented claims.

6.3 Abandonment of Properties.

If either Participant  desires to abandon,  release or surrender its rights to a
part of the  Properties at any time, it shall notify the other  Participant  and
offer to convey to the other  Participant  at no cost the part of those parts of
the  Properties  it  intends to  abandon,  release  or  surrender.  If the other
Participant does not accept the offer within thirty (30) days of the notice, the
notifying  Participant  may abandon,  release,  or surrender  that part of those
Properties  without  liability or obligation to the other  Participant  for such
abandonment,  release or surrender but any liability for  reclamation  or to any
third party arising before such event shall be unaffected.  Properties  that are
abandoned, released,  surrendered, or conveyed to the other Participant pursuant
to this  Section  6.3 shall cease to be part of the  Properties  and the Area of
Interest.



                                   ARTICLE VII
                                AREA OF INTEREST

7.1  Proposed  Acquisition  of  Properties.

If during the Term of this Earn - in  Agreement,  a Party or an Affiliate of any
Party  should  acquire any  interest  in real  property  (including  any mineral
interest or estate  therein)  within the  boundary of the Area of  Interest,  it
shall notify the other Party  (referred to in this Article VII as "Other Party")
within ten (10) days  after the  acquisition  and shall  include in the notice a
description  of the  interest  in real  property  and a  statement  of the total
acquisition cost and any committed work expenditures.

7.2  Election  to Acquire  Properties.

The Other  Party  shall have a period of thirty  (30) days from  receipt of such
notice  under  Section 7.1 within which to elect to subject the interest in real
property to this Earn - in  Agreement.  If a  Participant  elects to include the
interest to this Earn - in Agreement,  it shall notify the other Participant and
the interest in real property shall become a part of the  Properties  subject to
this Earn - in Agreement.

7.3  Excluded  Acquisition.

If the Other Party  elects not to subject the real  property or interest in real
property  to  this  Earn - in  Agreement  during  the  thirty  (30)  day  period
referenced in Section 7.1, the  acquiring  party shall hold it free and clear of
this Earn - in  Agreement,  and it will not be a part of the  Properties  or the
Area of Interest.



                                  ARTICLE VIII
                           WITHDRAWAL AND TERMINATION

8.1 Termination.

This Earn - in Agreement shall terminate as expressly  provided  herein,  unless
earlier  terminated  by  written  agreement.  Withdrawal  by Hecla  Ventures  in
accordance  with  Section  8.2  shall be  deemed  to  terminate  this  Earn - in
Agreement.

8.2 Hecla  Ventures'  Election to Withdraw  and  Terminate.

Hecla  Ventures may withdraw from and terminate  this Earn - in Agreement at any
time subject to its reclamation obligations herein provided and subject to Hecla
Ventures commitment to fund the estimated budget and program of the Stage I Earn
- in  Activities.  To withdraw,  Hecla  Ventures  must provide  Rodeo Creek with
written notice of withdrawal. The withdrawal shall be effective thirty (30) days
after  the date the  notice  of  withdrawal  is sent to Rodeo  Creek.  Upon such
withdrawal and termination:

(a) This Earn -  in Agreement shall terminate; and

(b) Hecla Ventures shall quitclaim in favour of Rodeo Creek any rights hereunder
and shall ensure there are no liens or encumbrances on Properties arising out of
its Earn - in Activities  hereunder.  Hecla  Ventures  shall  thereupon  have no
further right,  title, or interest in or to, the Properties,  in accordance with
Article X of this Earn - in Agreement and any Real  Property,  subject always to
Hecla Ventures' obligations hereunder.

(c) Hecla  Ventures shall make available all factual  exploration  data,  chips,
core and rejects not  previously  provided to Rodeo Creek.  Hecla Ventures shall
leave all Assets in reasonable working condition,  normal wear and tear excepted
and will  promptly  remove all  materials,  supplies  and refuse as  required by
applicable laws and regulations from the Properties.  Rodeo Creek shall have the
election  respecting any Assets,  the costs of which or title to which have been
included  in the  Earn - in  Activities  (such  election  to  made on 60 - days'
notice) to either  require  the  conveyance  of such Assets to Rodeo Creek at no
cost or to require  their removal by Hecla  Ventures.  Hecla  Ventures  shall be
under no obligation to supply any  interpretive  reports or  conclusions  of any
type pertaining to the Properties.

8.3  Termination  Upon  Execution  and Delivery of Operating  Agreement.

If not terminated  earlier,  this Earn - in Agreement  shall  terminate upon the
Operating Agreement pursuant to Section 5.5, becoming effective.

8.4  Termination  for  Hecla  Ventures'  Failure  to  Make  Annual   Expenditure
Commitment.

This Earn - in  Agreement  may be  terminated  by Rodeo Creek if Hecla  Ventures
shall not have  completed  its Annual  Expenditure  Commitment  on or before the
close of business on the last day of the Annual  Expenditure  Commitment Period.
Rodeo Creek shall provide notice  thereof to Hecla  Ventures in accordance  with
Section  17.1,  and Hecla  Ventures  shall have a period of ninety  (90) days in
which to resolve or dispute any good faith unintended shortfall in the amount of
its Annual Expenditure Commitment.  Any such termination shall not relieve Hecla
Ventures  of its  obligations  hereunder  and  shall  have the same  effect as a
termination under Section 8.2.

8.5 Removal of Property.

Hecla  Ventures  shall have a period of ninety (90) days following the effective
date of  termination  or  expiration  of this Earn - in  Agreement  (unless  the
Operating Agreement has been entered into or Rodeo Creek exercises its option to
acquire  at no cost any  Assets,  the costs of which or title to which have been
included in the Earn - in Activities) to remove at its sole cost and expense all
equipment, machinery, inventory or supplies and it will so remove them.

8.6  Termination  and Release  Agreement.

Upon  the  completion  of  the  procedures  under  this  Article  VIII  and  the
reclamation  obligations  in  Article X Hecla  Ventures  and Rodeo  Creek  shall
execute the Termination and Release Agreement under Exhibit A.



                                   ARTICLE IX
                            OPERATIONS AND GOVERNANCE

9.1 Management Committee.

(a)  Organization   and  Composition.   Rodeo  Creek  and  Hecla  Ventures  (the
"Participants")  hereby establish a Management  Committee consisting of four (4)
members to  determine  overall  policies,  objectives,  procedures,  methods and
actions under this  Agreement.  The  Management  Committee  shall consist of two
member(s)  appointed  by  Rodeo  Creek  and two  member(s)  appointed  by  Hecla
Ventures.  Each  Participant  may appoint one or more  alternates  to act in the
absence of a regular  member.  Any alternate so acting shall be deemed a member.
Appointments  shall be made or changed by notice to the other  Participant prior
to the meeting at which the member is to act.

(b) Decisions.  Each Participant,  acting through its appointed  members,  shall
have one vote on the  Management  Committee.  All  decisions  by the  Management
Committee  shall be made by  majority  vote.  In the  event of a  deadlock  on a
proposed Program and Budget or on any other management  matters relating to this
Earn  - in  Agreement  then  the  issue  along  with  written  reasons  by  each
Participant shall be given to the respective  Presidents of the Participants for
a period of up to twenty - one (21) calendar days for them to discuss,  document
and resolve;  thereafter,  a Management  Committee  meeting  shall be reconvened
within  fourteen  (14)  calendar  days and after taking into  consideration  the
Presidents' resolve or unresolve,  as documented,  a new vote taken. If the vote
is still  deadlocked,  Manager shall have the deciding  vote (after  documenting
reasons).

(c) Meetings.  The  Management  Committee  shall hold regular  meetings at least
quarterly  at a place to be  designated  by the  Manager,  or at other  mutually
agreed  places.  The Manager shall give 30 days' notice to the  Participants  of
such  regular  meetings.  Additionally,  either  Participant  may call a special
meeting upon 15 days' notice to the Manager and the other  Participant.  In case
of an  emergency,  reasonable  notice  of a  special  meeting  to  consider  the
emergency  matter  only shall  suffice.  There shall be a quorum if at least one
member  representing  each  Participant  is present  in person or by  conference
telephone;  provided, however, that if a quorum is not present, those members in
attendance  may adjourn the meeting to the same time and place seven days later,
and  provided  further that a quorum  shall be deemed  present at the  adjourned
meeting if at least one  Participant  is  represented.  Each notice of a regular
meeting shall include an itemized  agenda prepared by the Manager in the case of
a regular  meeting,  or by the Participant  calling the meeting in the case of a
special  meeting,  but any matters may be considered in any type of meeting with
the  consent of all  Participants.  The  Manager  shall  prepare  minutes of all
meetings and shall distribute copies of such minutes to the Participants  within
10 days after the meeting. The minutes,  when signed by all Participants,  shall
be the official  record of the decisions  made by the  Management  Committee and
shall be binding on the Manager and the Participants. If the Manager's personnel
are required to physically (rather than by phone) attend a Management  Committee
meeting,  reasonable  costs incurred in connection with such attendance shall be
reimbursed to the Manager in accordance with the Accounting  Procedure  (Exhibit
B).  All  other  costs  of  attendance   shall  be  paid  by  the   Participants
individually.

(d)  Action  Without  Meeting.  In  addition  to or in  lieu  of  meetings,  the
Management Committee may hold telephone  conferences as long as no Participant's
representative objects and so long as all decisions are immediately confirmed in
writing by the Participants.

(e) Matters Requiring Approval.  Except as otherwise delegated to the Manager in
Section  9.2,  the  Management  Committee  shall  have  exclusive  authority  to
determine all management matters related to this Agreement.

9.2 Manager.

(a) Appointment.  The Participants  hereby appoint Hecla Ventures as the Manager
with management  responsibility for Earn - in Activities.  Hecla Ventures hereby
agrees to serve until it resigns as provided in Section 9.2(d).

(b) Powers and Duties of Manager.  Subject to the terms and  provisions  of this
Agreement,   the  Manager  shall  have  the  following  powers  and  duties  and
obligations  which shall be discharged in accordance  with adopted  Programs and
Budgets:

(1) The Manager shall manage,  direct and control Earn - in Activities and shall
prepare and present to the Management Committee proposed Programs and Budgets as
provided in Section 9.3 of this Earn - in Agreement.

(2) The Manager shall implement the decisions of the Management Committee, shall
make all  expenditures  necessary  to carry  out  adopted  Programs,  and  shall
promptly advise the Management  Committee if Manager lacks  sufficient  funds to
carry out its  responsibilities  under this Agreement.  If Hecla Ventures is the
Manager, lack of sufficient funds shall be deemed a default hereunder.

(3) The Manager shall: (i) purchase or otherwise acquire all material, supplies,
equipment,  water,  utility and  transportation  services required for Earn - in
Activities,  such  purchases  and  acquisitions  to be  made on the  best  terms
available, taking into account all circumstances; and (ii) obtain such customary
warranties and guarantees as are available in connection with such purchases and
acquisitions.

(4) The Manager shall: (i) make or arrange for all payments  required by leases,
subleases,  surface  use  agreements,  licenses,  permits,  contracts  and other
agreements related to the Assets and Properties; (ii) pay all taxes, assessments
and like charges on Earn - in Activities  except taxes determined or measured by
a  Participant's  sales  revenue  or net  income;  and (iii) do all  other  acts
reasonably necessary to maintain unencumbered title to and good condition of the
Assets and the  Properties.  The Manager  shall have the right to contest in the
courts or otherwise, the validity or amount of any taxes, assessments or charges
if the Manager deems them to be unlawful,  unjust,  unequal or excessive,  or to
undertake  such other steps or  proceedings  as the Manager may deem  reasonably
necessary to secure a  cancellation,  reduction,  readjustment  or  equalization
thereof  before the Manager shall be required to pay them, but in no event shall
the Manager permit or allow title to the Assets and Properties to be lost as the
result of the nonpayment of any taxes, assessments or like charges.

(5) The Manager  shall in the name of Rodeo Creek:  (i) apply for all  necessary
permits,  licenses and approvals; (ii) comply with applicable federal, state and
local laws and  regulations;  (iii) notify promptly the Management  Committee of
any allegations of substantial  violation thereof; and (iv) prepare and file all
reports or notices  required for Earn - in Activities.  The Manager shall not be
in  breach  of this  provision  if a  violation  has  occurred  in  spite of the
Manager's  good faith  efforts to comply,  and the Manager  has timely  cured or
disposed  of such  violation  through  performance,  or  payment  of  fines  and
penalties.

(6) The Manager  shall  prosecute  and defend,  but shall not  initiate  without
consent  of  the  Management   Committee,   all  litigation  or   administrative
proceedings arising out of Earn - in Activities.  The non - managing Participant
shall have the right to participate,  at its own expense,  in such litigation or
administrative  proceedings.  The non - managing  Participant  shall  approve in
advance any settlement involving payments,  commitments or obligations in excess
of $100,000 in cash or value, unless part of an approved Program and Budget.

(7) The Manager shall provide insurance for the Earn - in Activities as provided
in Exhibit B1.

(8) The Manager may dispose of Assets or Properties only with authorization from
the  Management   Committee  but  may  dispose  of  Properties   only  with  the
authorization of all of the Participants.

(9) The Manager shall have the right to carry out its responsibilities hereunder
through agents,  Affiliates or independent  contractors  but shall  nevertheless
remain responsible for the proper carrying out of such responsibilities.

(10) The Manager shall perform or cause to be performed  during the term of this
Agreement all assessment and other work or pay fees or rental payments  required
by law in order to maintain any  unpatented  mining  claims that are included in
the Properties.  The Manager shall have the right to perform any assessment work
pursuant to a common plan of Exploration,  Development,  Construction, Operating
or Reclamation and continued actual occupancy of such claims and sites shall not
be required.  The Manager shall not be liable on account of any determination by
any court or  governmental  agency that work  performed  by the Manager does not
constitute  required  annual  assessment  work or occupancy  for the purposes of
preserving or maintaining  ownership of the claims,  provided that any work done
is in accordance with the adopted  Program and Budget.  The Manager shall timely
record with the appropriate  county and file with the appropriate  United States
agency,  affidavits in proper form  attesting to the  performance  of assessment
work or notices of intent to hold in proper form, and allocating  therein, to or
for the benefit of each claim, at least any minimum amount,  if any, required by
law to maintain such claim or site.

(11) If authorized by the Management Committee, the Manager may: (i) locate mine
facilities, mill site or tunnel site, (ii) apply for patents or mining leases or
other forms of mineral  tenure for any such  unpatented  claims or sites,  (iii)
convert  any  unpatented  claims or mill sites into one or more  leases or other
forms of mineral tenure pursuant to any federal law hereafter enacted.

(12) The Manager shall keep and maintain all required  accounting  and financial
records  pursuant to the Accounting  Procedure and in accordance  with customary
cost accounting practices in the mining industry.

(13) At all reasonable times the Manager shall provide the Management  Committee
or the representative of any Participant,  upon the request of any member of the
Management  Committee,  access to, and the right to inspect,  audit and copy all
maps, drill logs, core tests, reports,  surveys,  assays,  analyses,  production
reports,  operations,  technical,  accounting and financial  records,  and other
information acquired in Earn - in Activities;  such information will be provided
to the Management  Committee at the cost set forth in the  Accounting  Procedure
and if additional copies are required by a Participant, they will be paid for by
that  Participant.  In  addition,  the  Manager  shall  allow the non - managing
Participant,  at the latter's  sole risk and expense,  and subject to reasonable
safety  regulations,  to  inspect  the Assets  and Earn - in  Activities  at all
reasonable  times, so long as the inspecting  Participant  does not unreasonably
interfere with Earn - in Activities.

(14) The Manager  shall  prepare or have  prepared and submit to the  Management
Committee a report  containing  a  description  and  analysis of the methods and
costs and all other relevant  aspects of reclaiming  the Properties  pursuant to
the  requirements  of  applicable  laws,  rules and  regulations  governing  the
reclamation  of Earn - in  Activities  on the  Properties,  the purpose of which
shall be to  establish  a fund to finance  costs and expense  anticipated  to be
incurred  in  connection  with the  reclamation  or  reclamation  bonding of the
Properties. The Management Committee shall determine, based upon the reclamation
report, the total cost, including capital budget, which the Management Committee
reasonably  estimates  will be required to reclaim the  Properties,  including a
schedule of the timing of the capital  requirements for such purpose,  and shall
promptly establish a reclamation fund to meet such capital  requirements and any
bonding or financial assurance requirements.  The reclamation fund for Earn - in
Activities  shall be funded  entirely by  contribution  of Hecla  Ventures.  The
amounts  determined  by the  Management  Committee  for  Purposes of funding the
reclamation  fund shall be included in the  applicable  Programs and Budgets for
the related  periods.  Manager may  withhold a portion of proceeds  from sale of
Products in an amount  sufficient to meet expected  reclamation and expenditures
as approved by the Management Committee.

(15) The Manager may conduct  environmental audits or reviews on an annual or as
needed  basis,  and the cost and  expense  of such  audits or  reviews  shall be
charged to Hecla Ventures.

(16) Manager  shall make  withholdings  from payments to  Participants  that are
required by applicable law.

(17) The Manager shall undertake all other  activities  reasonably  necessary to
fulfill the foregoing.

(c) Standard of Care.  The Manager  shall  conduct all Earn - in Activities in a
good,  workmanlike,  safe and efficient  manner, in accordance with sound mining
and other applicable  industry  standards and practices,  and in accordance with
the terms and  provisions  of leases,  subleases,  licenses,  permits,  plans of
operation,  contracts, Underlying Agreements, and other agreements pertaining to
Assets and  Properties.  The  Manager  shall not be liable to the non - managing
Participant  for any act or  omission  resulting  in damage or loss to the other
Participants except to the extent caused by or attributable to the Manager's bad
faith conduct, willful misconduct, or gross negligence.

(d) Resignation;  Deemed Offer to Resign. If Hecla Ventures resigns or is deemed
to resign as Manager, (voluntary resignation may only be made upon three months'
prior written notice to the other Participant) prior to completion of its Earn -
In Activities  without the consent of Rodeo Creek, this Earn - In Agreement will
be deemed  to have  terminated  subject  to the  provisions  of  withdrawal  and
termination in Article 8. If any of the following shall occur, the Manager shall
be deemed to have offered to resign,  which offer shall be accepted by the other
Participant,  if at all, at any time  within  ninety  (90) days  following  such
deemed offer:

(1) Manager terminates this Agreement pursuant to Article VIII; or

(2)  The  Manager  fails  to  perform  or in good  faith,  commence  a  material
obligation  imposed upon it under this Agreement and action to cure said failure
is not initiated within thirty (30) days after notice from the other Participant
demanding performance; or

(3) The  Manager  fails to pay or contest in good faith its debts  within  sixty
(60) days after they are due; or

(4) A  receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  or
similar  official for a  substantial  part of its assets is  appointed  and such
appointment is neither made  ineffective  nor discharged  within sixty (60) days
after the making thereof,  or such appointment is consented to, requested by, or
acquiesced in by the Manager; or

(5) The Manager  fails  generally  to pay its debts as such debts become due; or
takes corporate or other action in furtherance thereto; or

(6) Entry is made against the Manager of a judgment,  decree or order for relief
affecting a substantial part of its assets by a court of competent  jurisdiction
in an involuntary case commenced under any applicable bankruptcy,  insolvency or
other similar law of any jurisdiction now or hereafter in effect.

(e) Payments to Manager. The Manager shall be compensated a fee for its services
and  reimbursed  for its  costs  hereunder  in  accordance  with the  Accounting
Procedure.

(f) Transactions With Affiliates.  If the Manager engages  Affiliates to provide
services  hereunder,  it shall do so on terms in accordance  with the Accounting
Procedure.

9.3 Programs and Budgets.

(a) Operations Pursuant to Programs and Budgets. Except as set forth in Sections
9.2(b)(6), 9.3(g) and 9.3(h), Earn - in Activities shall be conducted,  expenses
shall be  incurred,  and  Assets  shall be  acquired  only  pursuant  to adopted
Programs and Budgets.

(b)  Types  of  Programs.  Five  general  types  of  Programs  may be  proposed:
Exploration, Development, Construction, Operating and Reclamation Programs.

(1) An  "Exploration  Program" shall be a Program  conducted  within the Area of
Interest,  and it  shall  include  but not be  limited  to  geological  mapping,
geochemical  sampling,  geophysical surveys,  drilling,  bulk sampling and other
such work expended to ascertain the existence, location, quantity and quality of
deposits of Products within the Area of Interest.

(2) A  "Development  Program"  shall be a Program  conducted  within the Area of
Interest  that  shall  include  but not be  limited to  drilling,  test  mining,
preparing any Feasibility Study, other than the Prefeasibility  Study, and other
such work in  preparation  for the removal and  recovery of Products  within the
Area of Interest, but does not encompass,  by itself,  construction,  operation,
maintenance and attendant activities designed to bring a Mine into production in
reasonable commercial quantities.

(3) A  "Construction  Program" shall be a Program  conducted  within the Area of
Interest  that  is  designed  to  bring a Mine  into  production  in  reasonable
commercial quantities,  and that provides for its subsequent operation. It shall
include but not be limited to  engineering  and design work,  and work  expended
toward development of deposits of Products, as well as construction,  operation,
maintenance,   mine  expansions,  ore  definition,   mill/processing  scenarios,
including a proposed  alternative,  time schedule for  Construction  Program and
attendant activities.

(4) An  "Operating  Program"  shall  be a  Program  conducted  with  the Area of
Interest that is designed to operate a Mine in reasonable  commercial quantities
as defined by Commercial  Production  and at the onset in  conformance  with the
Feasibility Study, mine operating permit(s) or other objective  document(s).  It
shall include mining, transportation,  engineering,  geology, milling (on - site
or off - site) of deposits and related Products.

(5) A  "Reclamation  Program"  shall  be a  Program  conducted  with the Area of
Interest that shall include but not be limited to  reclaiming  disturbed  lands,
water quality  monitoring  and  treatment,  if required,  disposal of Assets and
other attendant  activities in accordance with applicable laws,  regulations and
permit requirements to reclaim and close a mine.

(c) Preparation, Presentation and Content of Programs and Budgets.

(1) Content of Programs.  Proposed Programs and Budgets shall be prepared by the
Manager. Each Program shall be accompanied by and include a corresponding Budget
and shall  designate  precisely the area on which Earn - in Activities are to be
performed, describe work to be performed, and state the estimated period of time
required  to  perform  the work.  Each  Program  shall  state  whether  it is an
Exploration, Development, Construction, Operating, or Reclamation Program.

(2) Content of Budgets.  Each Budget shall be prepared in reasonable  detail and
shall set forth each  expenditure  of $50,000 or more for a budgeted item which,
under generally accepted accounting treatment, would be capitalized. Each Budget
Program,  as near as is practicable,  shall show the estimated  expenditures for
each month covered by the Budget period.

(3) Initial  Program and  Budget.  The  Management  Committee  approved  Initial
Program and Budget is attached hereto in Exhibit E.

(4) Duration.  An Exploration,  Operating and Reclamation Programs and Budget is
anticipated to be for a period of one calendar year from date of commencement. A
Development  or  Construction  Program and Budget is anticipated to extend for a
period  of at least  one  year,  but may  extend  for such  longer  period as is
reasonably  necessary  to  complete  the  Program,  but in no event  (save force
majeure) longer than two years.

(5) Review.  Each adopted  Program and Budget,  regardless  of length,  shall be
reviewed  at least  quarterly  (supported  by  detailed  reports  of  costs  and
technical progress) at a regular meeting of the Management Committee. During the
period  encompassed by any Program and Budget,  and at least two months prior to
its expiration, a proposed Program and Budget for the succeeding period shall be
prepared by the Manager and submitted to the Participants.

(d) Submittal and Approval of Proposed Programs and Budgets.

(1) Submittal of Manager's Program and Budget.  Within 30 days after the Manager
submits  a  proposed  Program  and  Budget  to  the  Management  Committee,  the
non -  managing Participant shall submit to the Management Committee:

(i) Notice  that the non - managing  Participant  approves  of the  Program  and
Budget; or

(ii)  Proposed  modifications  of the proposed  Program and Budget,  which shall
include detailed specific objections regarding the proposed Program and Budget.

If a non - managing  Participant fails to give either of the foregoing responses
within the allotted  time,  the failure shall be deemed an approval by the non -
managing  Participant of the Manager's  proposed Program and Budget.  If a non -
managing  Participant  makes a timely  submission  to the  Management  Committee
pursuant to Section 9.3(d)(ii),  then the Management  Committee shall within the
following 30 days meet to consider the proposed  Program and Budget and proposed
modifications. At that meeting, the Management Committee shall seek to develop a
Program and Budget  acceptable to both the  Participants.  Failing approval by a
majority vote,  the  Participants  shall follow the decision  making process set
forth in Section 9.1(b).

(2) Feasibility  Study. Any Participant may propose to the Management  Committee
at any time that a Feasibility  Study,  evaluating the feasibility of opening or
expanding a mine on a particular  area of the  Properties be conducted on behalf
of  Hecla  Ventures.  If  the  Management  Committee  does  not  approve  of the
preparation of such  Feasibility  Study,  then the Participant  proposing it may
cause such Feasibility  Study to be prepared at its sole expense.  Promptly upon
completion of the Feasibility Study, the Participant  preparing it shall present
it to the Management Committee for evaluation.

(e) Subsequent  Programs.  A subsequent  Program relating to an area for which a
prior  Program has been adopted  under the  provisions of this Article IX may be
proposed and conducted pursuant to this Agreement.

(f) Budget Overruns;  Program Changes.  The Manager shall immediately notify the
Management  Committee of any material departure  including  documented  reasons,
from an adopted Program and Budget.  If the Manager exceeds an adopted Budget by
more than ten per cent (10%),  then the excess  over ten per cent (10%),  unless
directly caused by an emergency expenditure made pursuant to Section 9.3(h), due
to  unforeseen  events  beyond the  reasonable  control or  anticipation  of the
Manager, or unless otherwise  authorized by the Management  Committee,  shall be
for the sole account of the Manager and such excess shall not be included in the
calculations  of the  Participating  Interests.  Budget overruns of ten per cent
(10%) or less shall be  acceptable  to form part of the Earn - In  Expenditures.
(g)  Emergency  Expenditures.  In case of  emergency,  the  Manager may take any
reasonable  action it deems  necessary to protect  life,  limb or  property,  to
protect the Assets or to comply with law or government  regulation.  The Manager
shall promptly  notify the  Participants of the emergency  expenditure,  and the
Manager shall be reimbursed  by Hecla  Ventures for all resulting  costs (if the
Manager is other than Hecla  Ventures).  (h) Interim Program and Budget.  If the
Management  Committee for any reason has failed to adopt a Program and Budget to
succeed an expiring or completed  prior  Program and Budget,  the Manager  shall
continue  operations  at levels  necessary  to maintain the Assets and to comply
with any and all legal obligations.

9.4 Accounts and Settlements.

(a) Monthly  Statements.  The Manager shall  promptly  submit to the  Management
Committee  monthly  statements of accounts (costs and activities)  reflecting in
reasonable detail the Earn - in Activities during the preceding month, including
a written report of activities, progress and results.

(b) Cash Calls. On the basis of the adopted Program and Budget, the Manager,  if
other than Hecla Ventures,  shall submit to Hecla Ventures prior to the 15th day
of each calendar month, a billing for the Manager's Fee due to Manager  pursuant
to section 9.2(e) for the preceding month. Within ten (10) days after receipt of
each  billing,  Hecla  Ventures  shall  advance to the  Manager  payment for the
Manager's Fee.

(c) Failure to Meet Cash Calls.  If Hecla  Ventures  fails to meet cash calls in
the amount and at the times specified in Section 9.4(b) shall be in default, and
the amounts of the defaulted  cash call shall bear interest from the date due at
an annual  rate equal to the Prime Rate plus 5%, but in no event shall said rate
of interest  exceed the  maximum  permitted  by law,  nor be included as part of
Earn -  in Activities.

(d) Audits.  Upon request made by any Participant within 12 months following the
end of any  calendar  year (or,  if the  Management  Committee  has  adopted  an
accounting  period other than the calendar year,  within 12 months after the end
of such  period),  the  Manager  shall  order  an audit  of the  accounting  and
financial  records for such  calendar  year (or other  accounting  period).  All
written exceptions to and claims upon the Manager for discrepancies disclosed by
such audit shall be made not more than three months  after  receipt of the audit
report.  Failure to make any such  exception  or claim  within the three - month
period  shall mean the audit is correct and binding upon the  Participants.  The
audits shall be conducted by a firm of certified public or chartered accountants
selected by the Manager, unless otherwise agreed by the Management Committee.

9.5 Parameters for Hecla Ventures' Earn - in Activities.

During  the  Term of this  Earn - in  Agreement,  Hecla  Ventures  shall  act in
accordance with direction from the Management Committee but Hecla Ventures shall
be solely  responsible  for  conducting  at its expense the specific  manner and
method of the Earn - in Activities  described in Exhibit E,  including,  without
limitation,  mineral  exploration,   development,  test  mining  and  processing
activities,  drilling, blasting, assaying,  modeling,  engineering,  geophysics,
geochemistry,  hydrology, metallurgy,  metallurgical and environmental test work
or  other  test  work,  process  testing,  permitting,   regulatory  compliance,
evaluation,  performance and preparation of a Feasibility  Study,  and all other
activities  incidental  to or arising  therefrom,  on or for the  benefit of the
Properties, regardless of where such activities may be conducted. Hecla Ventures
may recover and process a reasonable  amount of ore and other  material from the
Properties  for testing  purposes  during Earn - In - Activities and may conduct
such testing on or off the Properties.  Proceeds from all Products produced from
the Area of Interest  during the term of this Earn - In Agreement  (estimated to
approximate  40,000 tons at a grade of 1.29 oz Au and 7 oz Ag diluted by 50% for
a total  tonnage of 60,000 tons;  equivalent  gold ounces  produced  expected to
approximate 53,000 ozs) shall be distributed one hundred percent (100%) to Hecla
Ventures up to Hecla  Ventures'  actual  costs of Stage I and Stage II Earn - in
Activities plus fifteen  percent (15%).  Any excess amounts shall be distributed
based on the deemed Participating Interests of the Parties.

9.6  Surface  and Surface  Facilities.

Subject to approval of the Management  Committee and compliance  with Underlying
Agreements  and applicable  law,  including  Newmont Mining Company  reclamation
agreement on the Reclaim Area as  described in Exhibit A, Hecla  Ventures  shall
have the right without further consideration,  to use as much of the surface and
any surface  facilities  owned or controlled by Rodeo Creek,  or on lands within
the Area of Interest  that are both owned or  controlled by Rodeo Creek and made
subject to this Earn - in Agreement. Hecla Ventures shall have the right to make
other  surface use  arrangements  only upon  authorization  from the  Management
Committee  and subject to compliance  with Newmont  Mining  Company  reclamation
activities on the Properties.

9.7 Compliance With Laws and Agreements.

Hecla  Ventures'  Earn - in Activities on the  Properties  shall be conducted in
compliance  with  all  applicable  laws,   statutes,   regulations,   Underlying
Agreements  (specified on Schedule A as they may be augmented  from time to time
pursuant to the terms hereof ) and this Earn - in Agreement.


                                    ARTICLE X
                             RECLAMATION OBLIGATIONS

Hecla Ventures shall comply with all laws and regulations of the State of Nevada
and the United States of America as they pertain to reclamation  obligations and
Hecla Ventures shall fund and at Hecla Ventures'  election,  either contract out
or carry out these reclamation  obligations relating to or arising out of Earn -
in  Activities on the surface and  subsurface of the Area of Interest.  If Rodeo
Creek elects to continue activities on the Area of Interest for greater than one
year from the date of  Termination  by Hecla  Ventures  and  elects  not to have
reclamation  activities  undertaken  at that  time,  then an  independent  third
party's  determination  of the reclamation  liability for Earn - In - Activities
will be  obtained.  Based  on the  determination  of the  reclamation  liability
("DRL") for Earn - In - Activities then the following shall occur:

(1) if the  reclamation  fund  ("RF")  equals  the DRL than no  monies  shall be
removed  from  the RF and  Hecla  Ventures  shall  be  released  of all  further
reclamation  obligations  under this Earn - In - Agreement and the Parties shall
execute the Termination and Release Agreement in Part III of Exhibit A; or

(2) if the RF is less than the DRL than Hecla Ventures shall  contribute 100% of
the deficiency; or

(3) if the RF is greater than the DRL than any unused  portion of a  reclamation
fund (funded during or on  termination  of the Earn - in  Activities)  remaining
after  reclamation  of the area(s) or upon  payment to Rodeo Creek of the DRL to
which the reclamation fund relates shall be distributed to Hecla Ventures to the
extent Hecla  Ventures has not recouped  115% of the actual costs of Stage I and
Stage II Earn - in Activities,  otherwise  distributed to the Participants based
on their respective Participating Interest at time of disbursement.

In the  event  of (1),  (2) or (3)  above,  then  Rodeo  Creek  shall  be  fully
responsible  for the DRL and Hecla  Ventures  shall be  released  of all further
reclamation  obligations.  Hecla Ventures acknowledges that certain areas of the
Properties are undergoing  reclamation.  Hecla Ventures agrees to coordinate its
Earn - in Activities with Rodeo Creek's  reclamation  and permitting  activities
and Rodeo  Creek's  reclamation  activities  with Newmont  Mining  Company,  and
dealings with BLM, NDEP and  Traditional  Cultural  Properties and Resources and
other government agencies.

Nothing in this Earn - in Agreement shall require or be interpreted as requiring
Hecla Ventures to perform any  reclamation or pay any part of reclamation  costs
associated  with  conditions  resulting  from any  activities on the  Properties
conducted by any other person or entity other than Hecla Ventures.



                                   ARTICLE XI
                         REPORTING, INSPECTION AND AUDIT

Hecla Ventures shall keep Rodeo Creek advised of all Earn - in Activities during
the term of this Earn - in Agreement by making available to Rodeo Creek all Area
of  Interest  data and  information  within a  reasonable  time but no more than
thirty (30) days after such data and information is available to Hecla Ventures;
if such  information is material to Rodeo Creek then Hecla Ventures will provide
it promptly to Rodeo Creek.  In addition,  Rodeo Creek's  employees,  agents and
representatives  (at  Rodeo  Creek's  sole  risk  and  expense  and  subject  to
reasonable  safety  regulations)  shall have the right to  inspect  and to audit
Hecla  Ventures'  activities  on and  with  respect  to the  Properties  and all
documents, records, accounts and other data at all reasonable times, so long as,
Rodeo  Creek's  employees,   agents  and  representatives  do  not  unreasonably
interfere  with Earn - in  Activities.  Hecla Ventures shall provide Rodeo Creek
detailed  reports  within  fifteen (15) days  following the end of each calendar
month that summarize  Hecla  Ventures' Earn - in Activities for each month and a
schedule of plans for the forthcoming month.



                                   ARTICLE XII
                                   MEMORANDUM

Hecla  Ventures and Rodeo Creek shall  execute and record a  memorandum  of this
Earn - in  Agreement  in  substantially  the form of Exhibit D, which  shall not
disclose financial or other proprietary  information contained herein, in a form
sufficient to constitute record public notice of the rights granted by this Earn
- in Agreement in the county or counties in which the  Properties  are situated.
This Earn - in Agreement shall not be recorded.



                                  ARTICLE XIII
                                    DEFAULTS

In the event of any  Default  by either  Hecla  Ventures  or Rodeo  Creek in the
performance  of its  obligations  under  this Earn - in  Agreement  ("Defaulting
Party"),  the Non - Defaulting  Party shall give to the Defaulting Party written
notice  specifying the default.  If the Default is not  completely  cured within
thirty  (30)  days,  or such  other,  longer  time as may be  specified  in this
Agreement,  after  the  Defaulting  Party has  received  the  notice,  the Non -
Defaulting Party may declare this Earn - in Agreement  terminated  and/or pursue
legal action against the Defaulting Party.  Nothing herein shall be construed as
a limitation of remedies to the Non - Defaulting Party.


                                   ARTICLE XIV
                                 CONFIDENTIALITY

14.1 General.

The financial terms of this Earn - in Agreement and all geologic,  metallurgical
and other information obtained in connection with the performance of it shall be
the exclusive property of the Parties, except that on termination of this Earn -
in  Agreement,  other than on execution  and  delivery of  Operating  Agreement,
ownership of all  information  shall revert solely to Rodeo Creek.  Information,
except as provided in Section  14.2,  shall not be  disclosed  by a Party to any
third party or the public without the prior written consent of the other Party.

14.2  Exceptions.

The consent required by Section 14.1 shall not apply to a disclosure:

(a) To an Affiliate or a consultant, contractor or subcontractor that has a bona
fide need to be informed;

(b) To any third party to whom the disclosing  Party  contemplates a transfer of
all of its interest in or to this Earn -  in Agreement; or

(c) To a  governmental  agency  or to the  public  which  the  disclosing  Party
believes in good faith is required by pertinent  law or  regulation or the rules
of any stock  exchange on which the disclosing  Party is listed.  In any case to
which this Section 14.2 is applicable, the disclosing Party shall give notice to
the other  Party  concurrently  with the  making of such  disclosure.  As to any
disclosure pursuant to Section 14.2(a) or

(b),  only such  confidential  information  as such  third  party  shall  have a
legitimate  business  need to know shall be disclosed and such third party shall
first  agree in writing to protect the  confidential  information  from  further
disclosure  for a period of one (1) year after its receipt to the same extent as
the Parties are obligated under this Article XIV.

14.3 Press  Releases.

Hecla  Ventures and Rodeo Creek shall consult with and provide a written copy to
each other at least twenty - four (24) hours before issuing any press release or
public statement on the results of Earn - in Activities on or for the benefit of
the Properties. Neither Hecla Ventures nor Rodeo Creek or their Guarantors shall
issue any press release or public statement  mentioning the name of the other or
of any entity  related to the other  without  the other  Party's  prior  written
approval, which approval shall not be unreasonably withheld.

14.4 Duration of Confidentiality.

The provisions of this Article XIV shall apply during the Term of this Earn - in
Agreement and shall continue to apply to any Party who withdraws,  who is deemed
to have  withdrawn,  or who  transfers its interest in this Earn - in Agreement,
for one year  following the date of such  occurrence.  If the Parties enter into
the Operating Agreement,  its provisions  concerning  confidentiality shall then
apply to the financial  terms of this Earn - in Agreement and to all information
obtained in connection with the performance of Earn - in Activities.


                                   ARTICLE XV
                                      TAXES

15.1  Payment of  Properties  and  Improvement  Taxes.

All  taxes  levied  on  real  estate  associated  with  the  Properties  or  any
improvements on the Properties during the term of this Earn - in Agreement shall
be paid by Hecla  Ventures as part of Earn - In  Expenditures.  15.2  Provisions
Concerning  Taxation.  While this Earn - in Agreement is in effect,  all matters
relating to taxation  other than Section 15.1 shall be governed by Article IV of
this Earn - in Agreement.


                                   ARTICLE XVI
                                   COOPERATION

Within ten (10) days after a request from a Party,  each Party shall provide the
other  Party with access to all data and  information  in its  possession  or to
which it has access relating to or affecting the Properties  including,  but not
limited to, title  documents,  legal  opinions,  pertinent  agreements,  assays,
samples of  minerals,  drill  hole  logs,  test  results,  historical  materials
relating to exploration,  development,  mining, environmental matters and title,
filings with governmental bodies, maps and surveys.  Both Parties shall have the
right to make copies  thereof,  each at its own  expense.


                              ARTICLE XVII GENERAL
                                   PROVISIONS

17.1 Notices.

All notices and other  required  communications  made pursuant to this Earn - in
Agreement  (referred to in this Section 17.1 as  "Notices") to the Parties shall
be in  writing,  and shall be  addressed  respectively  as  follows:  To:  Hecla
Ventures Corp. w/a copy to: Hecla Mining Company 6500 Mineral Drive 6500 Mineral
Drive Coeur d'Alene,  Idaho 83815 - 8788 Coeur  d'Alene,  Idaho 83815 - 8788 USA
USA Attn: President Attn: President and COO


To:      Rodeo Creek Gold Inc.    w/a copy to:    Lang Michener
         C/O Richard Harris                       1500 - 1055 West Georgia St.
         260 -  6121 Lakeside Drive               Vancouver, British Columbia
         Reno, NV 89511                           V6E 4N7, CANADA
                                                  Attn:  B. Zinkhofer

                                  w/a copy to:    Great Basin Gold Ltd.
                                                  1020 -  800 West Pender Street
                                                  Vancouver, British Columbia
                                                  V6C 2V6, CANADA
                                                  Attn: President & CEO


All Notices  shall be given:  (i) by  personal  delivery to the Party or (ii) by
electronic  communication,  with a confirmation  sent by registered or certified
mail return receipt  requested,  or (iii) by registered or certified mail return
receipt requested.  All Notices shall be effective and shall be deemed delivered
(i) if by personal delivery,  on the date of delivery if delivered during normal
business hours,  and if not delivered  during normal business hours, on the next
business day following  delivery,  (ii) if by electronic  communication,  on the
next business day following receipt of the electronic  communication,  and (iii)
if solely by mail,  on the next business day after actual  receipt.  A Party may
change its address by Notice to the other Party.

17.2 Waiver.

The failure of a Party to insist on the strict  performance  of any provision of
this Earn - in Agreement or to exercise any right, power or remedy upon a breach
hereof  shall  not  constitute  a  waiver  of any  provision  of this  Earn - in
Agreement  or limit the Party's  right  thereafter  to enforce any  provision or
exercise any right.

17.3  Modification.

No  modification  of this  Earn - in  Agreement  shall be valid  unless  made in
writing and duly executed by the Parties.

17.4  Force  Majeure.

Except for any  obligation  to make  payments  when due hereunder and except for
matters arising out of a Party's lack of funds, the obligations of a Party shall
be suspended to the extent and for the period that  performance  is prevented by
any cause, beyond its reasonable control, including,  without limitation,  labor
disputes  (however arising and whether or not employee demands are reasonable or
within the power of the Party to grant); acts of God; laws, regulations, orders,
proclamations,  instructions  or  requests  of any  government  or  governmental
entity;  judgments  or orders of any court;  inability  to obtain on  reasonably
acceptable terms any public or private license,  permit or other  authorization,
including  access and  occupancy  rights  from  surface  owners;  acts of war or
conditions   arising  out  of  or  attributable  to  war,  whether  declared  or
undeclared;  riot,  civil strife,  insurrection or rebellion;  fire,  explosion,
earthquake,   storm,  flood,  sink  holes,  drought  or  other  adverse  weather
conditions;  delay or failure by suppliers or transporters of materials,  parts,
supplies,  services or equipment or by contractors' or subcontractors'  shortage
of,  or  inability  to  obtain,  labor,  transportation,  materials,  machinery,
equipment,  supplies, utilities or services; accidents;  breakdown of equipment,
machinery  or  facilities;  or any other  cause  similar  to the  foregoing  The
affected  Party shall  promptly give notice to the other Party of the suspension
of  performance,  stating  therein  the nature of the  suspension,  the  reasons
therefore,  and the expected duration  thereof.  The affected Party shall resume
performance as soon as reasonably possible.  Commercial frustration,  commercial
impracticability  or the occurrence of unforeseen  events rendering  performance
hereunder  uneconomical  shall not  constitute an excuse of  performance  of any
obligation imposed hereunder.

17.5 Governing Law.

This Earn - in Agreement shall be governed by and interpreted in accordance with
the laws of the State of Nevada, except for its rules pertaining to conflicts of
laws.

17.6 Rule Against  Perpetuities.

Any right or option to acquire any interest in real or personal  property  under
this  Earn - in  Agreement  must be  exercised,  if at all,  so as to vest  such
interest within twenty - one (21) years after the Effective Date.

17.7 Further  Assurances.

Each of the  Parties  agrees to take from time to time such  actions and execute
such additional instruments (without demand for further consideration) as may be
reasonably  necessary or convenient to implement and carry out the terms of this
Earn - in Agreement.

17.8  Entire  Agreement;  Amendments;   Successors  and  Assigns.

This Earn - in Agreement  contains the entire  understanding  of the Parties and
supersedes all prior agreements and understandings  between the Parties relating
to the subject  matter  hereof,  and may be amended only by a written  agreement
executed by the Parties  hereto.  This Earn - in Agreement shall be binding upon
and inure to the benefit of the respective  successors and permitted  assigns of
the Parties.  No Party shall assign any interest or obligation in this Earn - in
Agreement to any party without the written  consent of the other Parties,  which
consent shall not be unreasonably withheld,  provided,  however, that no consent
shall be required to transfer a Participant's interest to an Affiliate.

17.9  Severability.

In the event that a court of competent  jurisdiction  determines  that any term,
part or provision of this Earn - in Agreement is unenforceable,  illegal,  or in
conflict with any federal,  state,  or local laws,  the Parties  intend that the
court reform that term, part or provision  within the limits  permissible  under
law in a way as to  approximate  most  closely the intent of the Parties to this
Earn - in Agreement; provided that, if the court cannot make a reformation, then
that term,  part or provision  shall be  considered  severed from this Earn - in
Agreement.  The  remaining  portions  of this Earn - in  Agreement  shall not be
affected  and it shall be  construed  and enforced as if it did not contain that
term, part or provision.

17.10  Paragraph  Headings.

The paragraph  and other  headings of this Earn - in Agreement are inserted only
for convenience  and in no way define,  limit or describe the scope or intent of
this Earn - in Agreement or effect its terms and provisions.

17.11  Attorneys'  Fees.

The prevailing party in any dispute arising under this Earn - in Agreement shall
be entitled to an award of its reasonable attorneys' fees and costs.

17.12  Counterparts.

This Earn - In Agreement may be signed by the Parties and  Guarantors  hereto in
as many counterparts as may be necessary,  and via facsimile if necessary,  each
of which so signed being deemed to be an original and such counterparts together
constituting  one and the  same  instrument  and,  notwithstanding  the  date of
execution,  being  deemed  to  bear  the  execution  date as set  forth  in this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Earn - in Agreement as
of the date first above written.

HECLA VENTURES CORP.                        RODEO CREEK GOLD INC.

By:      s/s Thomas F. Fudge Jr.            By:      /s/ Jeffrey R. Mason
         Authorized Signatory                        Authorized Signatory

         Thomas F. Fudge Jr.                         Jeffrey R. Mason
         Print Name                                  Print Name

         President                                   CFO/Director
         Title                                       Title



<PAGE>

IN WITNESS WHEREOF, the Guarantors hereto have executed this Earn - in Agreement
as of the date first above written.

Agreed as to Recital D and Sections 2.6,     Agreed as to Recital E and Sections
2.7, 5, Exhibit E and Article X              2,3, 2,4 and 5 and Exhibit E


HECLA MINING COMPANY                         GREAT BASIN GOLD LTD.

By:      s/s Arthur Brown                    By:      /s/ Ronald W. Thiessen
         Authorized Signatory                         Authorized Signatory

         Arthur Brown                                 Ronald W. Thiessen
         Print Name                                   Print Name

         Chairman/CEO                                 CEO/President/Director
         Title                                        Title



<PAGE>


                                ACKNOWLEDGEMENTS

STATE OF IDAHO    )
                           ) ss.
County of Kootenai         )

The foregoing instrument was acknowledged before me this 2nd day of August 2002,
by Thomas F. Fudge, President of Hecla Ventures Corp., a Nevada corporation,  on
behalf of said corporation.

                                     Jeanne M. Dupont
                                     ___________________________________________
                                     Notary Public in and for the State of Idaho
                                     Residing at:      Hayden, Idaho
                                     My Commission Expires:     10/12/07



STATE OF IDAHO    )
                           ) ss.
County of Kootenai         )

The foregoing instrument was acknowledged before me this 2nd day of August 2002,
by Arthur Brown , Chairman/CEO of Hecla Mining Company, a Delaware  corporation,
on behalf of said corporation.

                                     Jeanne M. Dupont
                                     ___________________________________________
                                     Notary Public in and for the State of Idaho
                                     Residing at:               Hayden, Idaho
                                     My Commission Expires:     10/12/07



CANADA                     )
                                 )
Province of British Columbia)

The  foregoing  instrument  was  acknowledged  before me this 2nd day of August,
2002,  by Jeffrey R. Mason the  CFO/Director  of Rodeo Creek Gold Inc., a Nevada
corporation, on behalf of said corporation


                                     Gordon J. Fretwell
                                     ___________________________________________
                                     Notary Public in and for the
                                     Province of British Columbia
                                     Residing at:               West Vancouver
                                     My Commission Expires:             N/A

CANADA                     )
                                 )
Province of British Columbia)

The  foregoing  instrument  was  acknowledged  before me this 2nd day of August,
2002, by Ronald W. Thiessen the  President/Director  of Great Basin Gold Ltd., a
British Columbia, Canada corporation, on behalf of said corporation.


                                     Gordon J. Fretwell
                                     ___________________________________________
                                     Notary Public in and for the
                                     Province of British Columbia
                                     Residing at:  West Vancouver, BC
                                     My Commission Expires:      N/A



<PAGE>



                         Exhibit A to Earn -  in Agreement
                               Part I  -  Properties
                                   Page 2 of 2


                                    EXHIBIT A
                                   PROPERTIES
                    (Includes Exhibit A, Part I, II and III)

I.   The 75 unpatented  lode claims located in Elko County,  Nevada listed below
     lie completely or partially  within the Area of Interest  commonly known as
     the Hollister  Development  Block which is defined by the  following  three
     dimensional Mine Grid Coordinates:

     34,000E to 40,000E
     35,000N to 42,000
     Surface to 4,000ft Above sea level

     These  claims are  subject  to  Underlying  Agreements  (Part II and III of
     Exhibit A) and  obligations  or  royalties  of general  application  to any
     local, state or federal governments.


--------------------------------------------------------------------------------
CLAIM NAME               NCM NUMBERS                     NUMBER OF CLAIMS
--------------------------------------------------------------------------------
BILLY NUMBER 6 -  7      103763 -  103764                               2
--------------------------------------------------------------------------------
CAR 1 -  5               103752 -  103756                               5
--------------------------------------------------------------------------------
PICKUP 2                 103765                                         1
--------------------------------------------------------------------------------
GAPFILLER                103767                                         1
--------------------------------------------------------------------------------
GAPFILLER 1              103768                                         1
--------------------------------------------------------------------------------
JERRY 1,2,4,5,           103769,103770,103772,103775,103779-103782,     5
      12 - 15,           103790 -  103792,
      23 - 25,           103793 -  103796
      28 - 31
--------------------------------------------------------------------------------
WDF 1                    395835                                         1
--------------------------------------------------------------------------------
MWB 1                    515540                                         1
--------------------------------------------------------------------------------
PICKUP 1                 617440                                         1
--------------------------------------------------------------------------------
CLYN 151 - 175,          679609 -  679633,                             41
     204 - 212,          679662 -  679670,
     219,220,            679677, 679678,
     222,224,226,        679680, 679682, 679684,
     228, 230            679686, 679688
--------------------------------------------------------------------------------
HAROLDS CLUB 1A -  5A    681147 -  681151                               5
--------------------------------------------------------------------------------
HAROLDS CLUB 8A          681152                                         1
================================================================================
TOTAL                                                                  75 CLAIMS
================================================================================

<PAGE>


                           HOLLISTER DEVELOPMENT BLOCK
                                AREA OF INTEREST


[GRAPHIC OMITTED]


<PAGE>

                         Exhibit A to Earn -  in Agreement
      Part II  -  Properties  -   Leases and Royalties and Underlying Agreements
                                   Page 2 of 2

II.      LEASES AND ROYALTIES AND UNDERLYING AGREEMENTS

A. Hillcrest Claims. The Billy 6 - 7; Car 1 - 5; Pickup 2; Gapfiller;  Gapfiller
1;  Jerry 1 - 2, 4 - 5, 12 - 15, 23 - 25,  and 28 - 31;  Pickup 1; and  Harold's
Club 1A - 5A and 8A claims  (the  "Hillcrest  Claims")  are  owned by  Hillcrest
Mining Company, a Nevada corporation.

The  Hillcrest  Claims are  subject to a Mineral  Lease  dated  October 23, 1981
between  Hillcrest  Mining  Company as Lessor and Auric  Metals  Corporation  as
Lessee (the "Hillcrest  Mining  Lease").  A Sublease dated December 10, 1981 was
granted by Auric Metals Corporation to United States Steel Corporation.  Through
various conveyances, the Sublease is now held by Rodeo Creek Gold Inc., a Nevada
corporation.

There are three royalties  associated with the Hillcrest Claims: a 2% royalty on
net proceeds reserved to  Hillcrest/Auric;  a 3% net returns royalty in favor of
USX (successor to United States Steel  Corporation).  A 5% net profits  interest
reserved by  Touchstone  Resources  Company will be paid entirely by Rodeo Creek
out of Rodeo Creek's Participating Interest or Rodeo Creek's interest in the Net
Profits Interest and will in no event affect the  Participating  Interest or Net
Profits Interest of Hecla Ventures. The USX royalty was subsequently conveyed to
Franco - Nevada Mining Corporation and Euro - Nevada Mining  Corporation,  Inc.,
which have been acquired by Newmont Mining  Corporation (or a related  company);
the 3% net returns royalty is now owned and controlled by Newmont.

B. Ivanhoe  Claims.  The WDF 1, MDW 1, and CLYN 151 - 175, 204 - 212, 219 - 220,
222, 224,  226,  228, and 230 claims (the  "Ivanhoe  Claims") are owned by Rodeo
Creek Gold Inc., a Nevada corporation.

The Ivanhoe  Claims are  subject to two  royalties:  a 5% net  returns  royalty,
originally  reserved  by USX and now held by Newmont  Mining  Corporation  or an
affiliate  company.  A 5% net profits interest reserved by Touchstone  Resources
Company will be paid entirely by Rodeo Creek out of Rodeo Creek's  Participating
Interest or Rodeo  Creek's  interest in the Net Profits  Interest and will in no
event  affect  the  Participating  Interest  or Net  Profits  Interest  of Hecla
Ventures.  C.  Underlying  Agreements  and  Other  Information.   See  Hollister
Development Block Land and Agreement 3 ring binder dated July 22, 2002 for legal
opinion, Property map and Underlying Agreements. A copy of the table of contents
follows in Part III.



<PAGE>


                         Exhibit A to Earn -  in Agreement
       Part III  -  Properties  -   Underlying Agreements and Other Information
                                   Page 3 of 3

PART III  -  UNDERLYING AGREEMENTS AND OTHER INFORMATION

1.0 SUMMARY INFORMATION

- Claim  List -  claims  in  Hollister  Development  Block  with  ownership  and
royalties identified.

-  Claim  Map  -  Hollister  Development  Block  with  corresponding   royalties
identified.

2.0 LEGAL CORRESPONDENCE

- Title Report on Hollister  Development Block, Elko County,  Nevada, dated July
19, 2002 by Harris & Thompson.

- Hillcrest - Auric Production Royalty, dated June 26, 1998 by Harris, Trimmer &
Thompson.

3.0  FEBRUARY 18, 2002  -  NEWS RELEASE

- Newmont  announces  that it has completed its  acquisition  of Franco - Nevada
Mining.

4.0  MARCH 15, 2002  -   ACKNOWLEDGEMENT

-  Rodeo  Creek  Gold  Inc.  and   Touchstone   Resources   Inc.:   Touchstone's
participating  interest  in the joint  venture is  reduced  to below  10%,  they
relinquish their interest to Rodeo Creek and reserve a 5% Net Profits Royalty.

5.0  OCTOBER 27, 2000  -   ASSIGNMENT OF INTEREST

- Auric Metals Corporation and Finley River Company: Auric assigns and transfers
all of its  rights,  titles and  interests  in the  Hillcrest  Mining  Lease and
Sublease to Finley River.

6.0  MARCH 02, 1999  -  PURCHASE AGREEMENT

- Great Basin Gold Ltd. And Touchstone  Resources Company & Cornucopia Resources
Ltd.:  Great Basin  purchases  all of the shares of  Touchstone  Resources  from
Cornucopia Resources.

7.0  JULY 31, 1998  -   PURCHASE AGREEMENT ASSIGNMENT

- Great Basin Gold Inc.  and Rodeo Creek Gold Inc.:  Great Basin  assigns all of
its right, title and interest in the August 13, 1997 purchase agreement to Rodeo
Creek.

- Great Basin Gold Inc. and Rodeo Creek Gold Inc.: Quitclaim deed and assignment
of the "Ivanhoe Properties" from Great Basin to Rodeo Creek.

8.0  JULY 31, 1998  -  VENTURE AGREEMENT ASSIGNMENT

- Great Basin Gold Inc.  and Rodeo Creek Gold Inc.:  Great Basin  assigns all of
its right,  title and interest in the August 13, 1997 venture agreement to Rodeo
Creek.

9.0  AUGUST 13, 1997  -  SUBLEASE AMENDMENT

- Auric Metals  Corporation,  and Hillcrest  Mining Company and Great Basin Gold
Inc..:  Auric and Hillcrest  acknowledge the assignment of the Sublease to Great
Basin effective August 13, 1997.

10.0 AUGUST 13, 1997  -  QUITCLAIM DEED AND ASSIGNMENT

- Newmont Exploration Limited and Great Basin Gold Inc..: Newmont quitclaims all
rights  titles and  interest in the Ivanhoe  properties  to Great Basin Gold and
assigns all of its rights , title and  interests in the mineral  lease and sub -
lease to Great Basin.

11.0 AUGUST 13, 1997  -  PURCHASE AGREEMENT

- Newmont Exploration Limited, Touchstone Resources Company and Great Basin Gold
Inc..:  Newmont and Touchstone  terminate the Venture  Agreement and Great Basin
acquires Newmont's interest in the Ivanhoe Properties.

12.0 AUGUST 13, 1997  -  VENTURE AGREEMENT

-  Touchstone  Resources  Company and Great  Basin Gold  Inc..:  Great Basin and
Touchstone participate jointly in the exploration, evaluation and development of
mineral  resources  within  the  Ivanhoe   Properties  and  any  other  acquired
properties under the terms of this agreement.

13.0 MARCH 19, 1992  -  QUITCLAIM DEED AND ASSIGNMENT

- USX Corporation and Euro - Nevada Mining  Corporation:  USX conveys all of its
remaining interest right and title in the "Deed" dated December 20, 1988 to Euro
- Nevada.

14.0 DECEMBER 20, 1988  -  QUITCLAIM DEED AND ASSIGNMENT

- USX  Corporation  and  Touchstone  Resources  Company:  USX conveys all of its
interest  right and title in the USX  Claims and the base  leases and  Hillcrest
claims to Touchstone while reserving certain interests.  - 15.0 MARCH 26, 1987 -
LESSOR'S CERTIFICATION

- Auric Metals Corporation and Touchstone Resources Company: Auric certifies the
good standing of the leases.

16.0 MARCH 19, 1987  -  CERTIFICATION AND AGREEMENT

- Hillcrest Mining Resources  Company and Touchstone  Resources  Company and USX
Corporation: Renewal and amendment of the lease.

17.0 MARCH 19, 1987  -  AMENDMENT TO MINERAL LEASE

- Auric Metals  Corporation  and Hillcrest  Mining  Resources:  Amendment to the
lease and assignment of interest.

18.0 DECEMBER 10, 1981  -  SUBLEASE

- Auric Metals  Corporation  and USX: USX subleases  the  Hillcrest  Claims from
Auric.

19.0 OCTOBER 23, 1981  -  MINERAL LEASE

- Auric Metals  Corporation  and Hillcrest  Mining  Resources:  Auric Leases the
"Hillcrest" claims from Hillcrest.

<PAGE>


                         Exhibit A to Earn -  in Agreement
                   Part IV  -   Termination and Release Agreement
                                   Page 6 of 6

IV: TERMINATION AND RELEASE AGREEMENT

THIS  AGREEMENT  is entered  into and made  effective  this ___ day of ________,
20___,  by and  between  Hecla  Ventures  Corp.,  a Nevada  corporation  ("Hecla
Ventures") and its Guarantor,  Hecla Mining Company,  with their principal place
of business at 6500 Mineral Drive,  Coeur d'Alene,  Idaho 83815 - 8788 and Rodeo
Creek Gold Inc., C/O Richard  Harris,  260 - 6121 Lakeside Drive,  Reno,  Nevada
89511, a Nevada corporation ("Rodeo Creek"), and its Guarantor, Great Basin Gold
Ltd. with their  principal  place of business at 1020 - 800 West Pender  Street,
Vancouver, British Columbia V6C 2VC.


                                    RECITALS

WHEREAS,  Hecla  Ventures  and Rodeo Creek  entered  into an Earn - in Agreement
dated August 2, 2002 ("Earn - in Agreement"); and,

WHEREAS,  Hecla  Ventures  and Rodeo  Creek  desire to  terminate  the Earn - in
Agreement.

NOW THEREFORE,  in consideration of the mutual promises and covenants  contained
herein, the parties agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

1.1  "Hecla   Ventures"  means  Hecla  Ventures  Corp.  and  its   subsidiaries,
affiliates, successors and assigns;

1.2 "Great Basin" means Great Basin Gold Ltd. and its subsidiaries,  affiliates,
successors and assigns;

1.3 "Earn - in  Agreement"  means the Earn - in Agreement  by and between  Hecla
Ventures and Rodeo Creek,  dated August 2, 2002,  including all  amendments  and
modifications thereof, and all schedules and exhibits, thereto.

1.4 "Agreement" shall mean  collectively all covenants,  terms and conditions of
this Termination and Release of Agreement,  and any  specifications and exhibits
thereto.

1.5 All other  defined terms used in this  Agreement  and in its exhibits  shall
have the  definitions  previously  agreed to in the Earn - in Agreement,  unless
specifically defined herein.


                                   ARTICLE II
                        TERMINATION OF EARN -  IN AGREEMENT

2.1 As  evidenced  by their  signatures  below,  Hecla  Ventures and Rodeo Creek
hereby  agree to  terminate  the Earn - in  Agreement,  subject to the terms and
conditions of this Agreement.


                                   ARTICLE III
                                 MUTUAL RELEASE

3.1 Except as set out in this  Agreement,  Hecla Ventures and Rodeo Creek hereby
release each other from all duties,  obligations and liabilities,  past, present
and future,  including  contingent  liabilities arising in whole or in part from
joint operations on and near the Properties for activities  undertaken  pursuant
to the Earn - in  Agreement,  excluding  Hecla  Mining  Warrants and Great Basin
Warrants which have been exchanged.


                                   ARTICLE IV
                                    INDEMNITY

4.1 Rodeo Creek's Indemnity

Notwithstanding  any provision of this  Agreement to the  contrary,  Rodeo Creek
shall be solely responsible for, and shall indemnify,  defend, and hold harmless
Hecla Ventures and its directors,  officers,  employees,  agents,  attorneys and
Affiliates from and against, any and all liabilities,  losses, claims,  demands,
damages,  costs,  expenses  (including  without  limitation  any  environmental,
reclamation and remediation expenses,  fines, penalties,  judgments,  litigation
costs and attorneys' fees)  enforcement  actions and causes of action ("Claims")
arising in whole or in part from the  activities  conducted at any time prior to
the  Effective  Date of the Earn - In  Agreement on the  Properties  or on lands
owned or controlled  as of the Effective  Date by Rodeo Creek within the Area of
Interest, or on nearby lands involved in Rodeo Creek's operations, regardless of
whether such Claims arise or accrue before or after the  Effective  Date of this
Agreement,  or after termination or expiration of the Term of this Agreement for
any reason.


4.2 Hecla Ventures' Indemnity

Notwithstanding any provision of this Agreement to the contrary,  Hecla Ventures
shall be solely responsible for, and shall indemnify,  defend, and hold harmless
Rodeo  Creek and its  directors,  officers,  employees,  agents,  attorneys  and
Affiliates from and against, any and all liabilities,  losses, claims,  demands,
damages,  costs,  expenses  (including  without  limitation  any  environmental,
reclamation and remediation expenses,  fines, penalties,  judgments,  litigation
costs and attorneys' fees)  enforcement  actions and causes of action ("Claims")
arising in whole or in part from the Earn - in Activities  conducted at any time
after the Earn - In Agreement Effective Date on the Properties or on lands owned
or  controlled  as of the Effective  Date by Hecla  Ventures  within the Area of
Interest, or on nearby lands involved in Hecla Ventures' operations,  regardless
of  whether  such  Claims  arise or  accrue  after  the  Effective  Date of this
Agreement,  or after termination or expiration of the Term of this Agreement for
any reason.


                                    ARTICLE V
                                 ATTORNEYS' FEES

5.1 The prevailing  party in any dispute  arising under this Agreement  shall be
entitled to an award of its reasonable attorneys' fees and costs.


                                   ARTICLE VI
                                PARENT GUARANTEE

6.1 Hecla Mining hereby guarantees to Rodeo Creek the due performance of all the
obligations  of Hecla  Ventures owed to Rodeo Creek  hereunder.  6.2 Great Basin
hereby  guarantees to Hecla Ventures the due  performance of all the obligations
of Rodeo Creek owed to Hecla Ventures hereunder.

IN WITNESS  WHEREOF,  the Parties  hereto have executed this Agreement as of the
date first above written.




HECLA VENTURES CORP.                        RODEO CREEK GOLD INC.

By NOT FOR SIGNATURE  -   FORM ONLY         By NOT FOR SIGNATURE  -   FORM ONLY

___________________________________         ___________________________________
         Print Name                                    Print Name
____________________________________        ____________________________________
         Title                                         Title

IN WITNESS WHEREOF, the Guarantors hereto have executed this Agreement as of the
date first above written. HECLA MINING COMPANY GREAT BASIN GOLD LTD.

By NOT FOR SIGNATURE  -   FORM ONLY         By NOT FOR SIGNATURE  -   FORM ONLY

___________________________________         ___________________________________
         Print Name                                     Print Name
____________________________________        ____________________________________
         Title                                          Title



<PAGE>


                                ACKNOWLEDGEMENTS

STATE OF IDAHO             )
                                    ) ss.
County of Kootenai                  )

The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
_________________,  2002, by ______________________  the ____________________ of
Hecla Ventures Corp., a Nevada corporation, on behalf of said corporation.


                                             NOT FOR SIGNATURE  -   FORM ONLY
                                             Notary Public
                                             Residing at: ______________________
                                             My commission expires: ____________
STATE OF IDAHO             )
                                    ) ss.
County of Kootenai                  )

The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
_________________,  2002, by ______________________  the ____________________ of
Hecla Mining Company, a Delaware corporation, on behalf of said corporation.


                                             NOT FOR SIGNATURE  -   FORM ONLY
                                             Notary Public
                                             Residing at: ______________________
                                             My commission expires: ____________


<PAGE>


CANADA                     )
                                    )
Province of British Columbia        )

The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
_________________,       2002,      by       _________________________       the
_______________________  of Rodeo  Creek Gold  Inc.,  a Nevada  corporation,  on
behalf of said corporation.


                                             NOT FOR SIGNATURE  -   FORM ONLY
                                             Notary Public
                                             Residing at: ______________________
                                             My commission expires: ____________

CANADA                     )
                                    )
Province of British Columbia        )

The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
_________________,       2002,      by       _________________________       the
_______________________   of  Great   Basin  Gold  Ltd.,   a  British   Columbia
corporation, on behalf of said corporation.


                                              NOT FOR SIGNATURE  -   FORM ONLY
                                              Notary Public
                                              Residing at: _____________________
                                              My commission expires: ___________

<PAGE>


                         Exhibit B to Earn -  in Agreement
                              Accounting Procedures
                                  Page 15 of 15

                                    EXHIBIT B
                              ACCOUNTING PROCEDURES


                              I. GENERAL PROVISIONS

It is the intent of the Manager and the Participants that the Manager, except as
permitted  by this  Agreement,  shall not lose or profit by reason of its duties
and responsibilities as Manager. The Accounting  Procedures shall be reviewed by
the Management  Committee upon the request of the Manager or any  Participant to
assure that the Manager  (directly or through its Affiliates)  does not , except
as permitted by this  Agreement,  make a profit or suffer a loss from serving as
Manager.   The  Participants  shall,  in  good  faith,   endeavor  to  agree  on
modifications  to these  Accounting  Procedures  that will  remedy  any  alleged
unfairness or inequity.

1. Definitions

All words  indicated  with initial  capital  letters  shall have the meaning set
forth in Article I of this Joint Operating Agreement.

2. Conflict with Agreement

In the event of a conflict  between the provisions of this Accounting  Procedure
and the  provisions  of the  agreement  to which this  Accounting  Procedure  is
attached  ("Operating  Agreement"),  the  provisions of the Operating  Agreement
shall control.

3. Collective Action by Non -  Manager

Where there are more than one non - Manager,  where an agreement or other action
by non - Manager is expressly required under this Accounting  Procedure,  and if
the Operating Agreement contains no contrary  provisions in regard thereto,  the
agreement  or action of a majority  in  interest  of the non - Manager  shall be
controlling on all non - Managers.

4. Statements and Billings

A. Prior to the first day of each month covered by an approved  budget,  or some
other quantum of months as may be agreed by the Participants and such time being
hereinafter  referred to as the "Period," each Participant  shall advance to the
Joint Accounts its  proportionate  share (i.e.,  according to its  Participating
Interest in the Joint  Operation) of the total amount of the funds  required for
such Period,  as reflected by the budget.  Manager  shall pay and  discharge all
costs and  expenses  of the Joint  Account as the same  become due and  payable.
Notwithstanding  the failure of the  Participants  to approve  any budget,  each
Participant shall advance to the Joint Account its  proportionate  share of such
funds as the  Manager  shall by  written  notice  advise  the  Participants  are
required for protecting  and  maintaining  the Joint  Properties and meeting the
obligations  properly  incurred for the Joint Account.  No Participant  shall be
considered  deficient  as to any  advance  due from it unless it shall have been
allowed at least ten (10) days (after  receipt of copies of the approved  budget
on which determination of the amount to be advanced is based, or, in the case of
an advance to be made pursuant to the next preceding sentence,  after receipt of
notice from the Manager in such regard) in which to make such advance.

B.  Manager  shall  provide non - Manager on or before the last day of the month
following  each Period a statement of costs and  expenses  for the Period.  Such
statement will reflect all charges and credits to the Joint Account,  summarized
by  appropriate   classifications  indicative  of  the  nature  thereof.  Proper
adjustments shall be made between advances and direct and indirect costs, to the
end that each Participant shall bear and pay its  proportionate  share of direct
and indirect costs incurred and no more or less.

5. Payment and Advances by Non -  Manager

In the case where  advances have been  insufficient  to cover actual costs,  the
Manager,  by written  notice,  shall advise non - Manager of such deficiency and
request  that funds to cover such  deficiency  be paid in  accordance  with this
paragraph 5 of Section I. If advances  exceed  actual  costs,  the Manager shall
advise non - Manager of such excess and advise non - Manager of either a reduced
amount required to be advanced for the next Period or return to the Participants
their  proportionate share of such excess. Each non - Manager shall pay pro rata
share of any  advance  due for a Period or for a  deficiency  request  for funds
within ten (10) days after  receipt of notice  from  Manager.  If payment is not
made within such time, the unpaid balance shall bear interest at the annual rate
of five (5) percent above the Prime Rate.

6. Adjustments

Payments of any such advance or  deficiency  requests  shall not  prejudice  the
right of the non - Manager to  protest  or  question  the  correctness  thereof,
provided,  however, all accounts and statements rendered to non - Manager during
any calendar  year shall  conclusively  be presumed to be true and correct after
twelve (12) months  following the end of such calendar  year,  unless within the
said twelve (12) month period a non - Manager  takes written  exception  thereto
and makes claim on Manager for  adjustment.  No adjustment  favorable to Manager
shall  be  made  unless  it is made  within  the  same  prescribed  period.  The
provisions of this  paragraph  shall not prevent  adjustments  resulting  from a
physical inventory of the Joint Property.

7. Audits

The Manager  shall,  upon the request of any  Participant  with a  Participating
Interest under this  Agreement,  have an annual audit performed on the Manager's
accounts  by a firm of auditors  acceptable  to the  Participants  which own the
majority Participating  Interest. The cost of such annual audit shall be charged
to the Joint Account.  In addition to the annual audit, any other work performed
by these auditors  (including the preparation of schedules for submission to any
taxing authorities),  if approved by the Management Committee,  shall be charged
to the Joint Account.

Notwithstanding  the above,  any audit,  accounting,  taxation  or similar  work
performed at the request of any  Participant to this Agreement for the exclusive
benefit of that  Participant  shall be a charge to that Participant and not be a
charge to the Joint Account.

A non - Manager,  upon  notice in writing  to  Manager,  shall have the right to
audit Manager's  accounts and records  relating to the accounting  hereunder for
any calendar year within the twelve (12) month period  following the end of each
calendar year,  provided,  however,  the making of an audit shall not extend the
time for the taking of written  exception to and the  adjustment  of accounts as
provided  above.  Where there are two or more non - Managers,  the non - Manager
shall make every reasonable effort to conduct joint or simultaneous  audits in a
manner which will result in a minimum of inconvenience to the Manager.

                               II. DIRECT CHARGES

Subject to limitations hereinafter prescribed,  and unless otherwise provided in
the  Operating  Agreement,  Manager  shall  charge  the Joint  Account  with the
following items:

1. Rentals, Royalties, Fees and Reclamation

A. Rentals and  royalties  when such rentals,  lease  payments and royalties are
paid by Manager for the Joint Account of the Participants.

B.  Any  annual  fee  payment  or  assessment  work  expenditure  on or for  the
Properties.

C. A cash  reclamation  account  that is  funded  on a per  ounce  basis to meet
expected reclamation costs identified in the Feasibility Study as may be updated
from time to time by an  independent  consultant  and approved by the Management
Committee.

2. Labor

A. Salaries and wages of Manager's  employees or Affiliates  directly engaged in
the conduct of the Joint  Operations  (except  those  entities'  executives  and
officers),  and salaries or wages of  technical  employees  who are  temporarily
assigned to and directly  employed in the conduct of Joint  Operations and whose
salaries are not compensated for under Section III.

B. Manager's cost of holiday,  vacation,  sickness,  and disability benefits and
other  customary  allowances  paid to the employees whose salaries and wages are
chargeable  to the Joint  Account  under  Paragraph  2A of this  Section  II and
Paragraph 1 of Section III;  except that in the case of those  employees  only a
pro rata portion of whose salaries and wages are chargeable to the Joint Account
under Paragraph 1 of Section III, not more than the same pro rata portion of the
benefits  and  allowances  herein  provided  for shall be  charged  to the Joint
Account.  Cost  under  this  Paragraph  2B may be charged on a "when and as paid
basis"  or by  "percentage  assessment"  on the  amount  of  salaries  and wages
chargeable  to the Joint  Account  under  Paragraph  2A of this  Section  II and
Paragraph 1 of Section III. If percentage  assessment is used, the rate shall be
based on the Manager's cost experience.

C.  Expenditures  or  contributions  made  pursuant  to  assessments  imposed by
governmental  authority which are applicable to Manager's labor cost of salaries
and wages  chargeable to the Joint  Account  under  Paragraphs 2A and 2B of this
Section II and Paragraph 1 of Section III.

D. Reasonable  personal expenses of those employees whose salaries and wages are
chargeable to the Joint  Account  under  Paragraph 2A of this Section II and for
which expenses the employees are reimbursed under Manager's usual practice.

3. Employee Benefits

Manager's  cost of  established  plans  for  employees'  group  life  insurance,
hospitalization, pension, retirement, stock purchase, thrift, severance payments
and other  benefit plans of a like nature,  applicable  to Manager's  labor cost
chargeable to the Joint  Account  under  Paragraphs 2A and 2B of this Section II
and Paragraph 1 of Section III.

4. Material

Material and supplies ("Material")  purchased or furnished by Manager for use on
the Joint  Property.  So far as it is reasonably  practical and consistent  with
efficient  economical  operation,  only such Material  shall be purchased for or
transferred  to the Joint Property as may be required for immediate use; and the
accumulation of surplus stocks shall be avoided. The charges for any Material or
services  provided by Manager or an  Affiliate  of Manager  shall not exceed the
prevailing charges or rates for such Material or services in the vicinity of the
Joint Property and those  services  performed by Manager or Affiliate of Manager
shall be under the same terms and  conditions  as are customary and usual in the
vicinity of the

Joint Property in contracts of independent  contractors  who are doing work of a
similar nature.

5. Transportation

Transportation of employees and Material  necessary for the Joint Operations but
subject to the following limitations:

A. If Material is moved to the Joint  Property from the  Manager's  warehouse or
other  properties,  no charge shall be made to the Joint  Account for a distance
greater  than the  distance  from the nearest  reliable  supply store or railway
receiving  point where like  material is  available,  except by  agreement  with
non -  Manager.

B. If surplus  Material is moved to Manager's  warehouse or other storage point,
no charge  shall be made to the Joint  Account for a distance  greater  than the
distance to the nearest reliable supply store or railway receiving point, except
by agreement  with non - Manager.  No charge shall be made to Joint  Account for
moving Material to other  properties  belonging to Manager,  except by agreement
with non - Manager.  C. In the application of subparagraphs A and B above, there
shall be no equalization of actual gross trucking costs of $100.00 or less.

6. Off -  Site Transportation of Ore

Transportation  of Products  from the  Properties  to any off - site  processing
facility.

7. Processing Cost

It is  understood  at the time of the  signing of this  agreement  that no final
disposition  of Products from the Properties  has been  arranged.  However,  the
intent of the parties can be summarized as follows:  A. If the arrangement shall
be toll milling then the Participants  shall take in kind and the costs required
to beneficiate the Products to the point where delivery may be taken in kind are
charged to the Joint Account as Processing Cost.


B. If the  arrangement  shall be custom milling the Processing Cost shall be the
difference  between  the gross  value of metal in the  Products  and the payment
received for the Products.

8. Services

A. The cost of contract  services and utilities  procured  from outside  sources
other  than  services  covered  by  Paragraph  10 of  this  Section  II of  this
Accounting Procedure.

B. Use and services of equipment and facilities furnished by Manager as provided
in Paragraph 2 of Section IV of this Accounting Procedure.

9. Damages and Losses to Joint Property

All costs or expenses  necessary for the repair or replacement of Joint Property
made  necessary  because of damages or losses  incurred by fire,  flood,  storm,
theft, accident, or any other cause. Manager shall furnish non - Manager written
notice of damages or losses incurred as soon as practical after a report thereof
has been received by Manager.

10. Legal Expenses

All costs and expenses of handling,  investigating  and settling  litigation  or
claims  arising by reason of the Joint  Operations  or  necessary  to protect or
recover the Joint  Property,  including,  but not limited to,  attorneys'  fees,
court costs,  cost of  investigation  or procuring  evidence and amounts paid in
settlement or satisfaction of any such litigation or claims; provided (a) except
as  otherwise  permitted  herein,  no charge  shall be made for the  services of
Manager's  legal staff or other  regularly  employed  legal  personnel for legal
services  rendered  solely on behalf of and for the  benefit  of  Manager  (such
services  being  considered to be  Administrative  Overhead  under Section III),
except by agreement with non - Manager, (b) no charge shall be made for the fees
and expenses of outside  attorneys  unless the  employment of such  attorneys is
approved by the  Management  Committee,  and (c) no  settlement of litigation or
claims  for more than  $100,000  in cash or value  shall be made by the  Manager
without prior approval of the non - Manager.

11. Taxes

All taxes of every kind and nature assessed or levied upon or in connection with
the Joint Property,  the operation  thereof,  of the production  therefrom,  and
which  taxes  have  been  paid  by the  Manager  for  the  benefit  of  all  the
Participants.  For greater certainty,  any tax levied on income or profit of the
Joint Venture is payable by each  individual  Participant to this Agreement and,
to the extent paid by the Joint Account,  is to be refunded to the Joint Account
by each such Participant on whom such tax is assessed and/or levied.

12. Insurance Premiums

Premiums paid for insurance required to be carried on the Joint Property for the
protection of the Participants.

13. Other Expenditures

Any other expenditures not covered or dealt with in the foregoing  provisions of
this Section II or in Section III, and which are incurred by the Manager for the
necessary  and  proper  conduct  of the Joint  Operations  and  pursuant  to any
applicable provisions of the Operating Agreement.

                              III. INDIRECT CHARGES

Subject to limitations hereinafter prescribed,  and unless otherwise provided in
the  Operating  Agreement,  Manager  shall  charge  the Joint  Account  with the
following items:

1. Administrative Overhead

In addition to the charges  made  pursuant to Paragraph 1 above,  Manager  shall
charge the Joint Account with an overhead charge calculated as follows:

A. One percent (1%) of any expenditure for an item which would,  under generally
accepted accounting treatment for financial purposes,  be capitalized and is not
included as a direct  charge  included  in Section II of the Account  Procedure;
plus

B. Seven percent (7%) of all Direct Charges as defined in this Exhibit B, except
the Direct  Charges  identified in Section II,  paragraphs 1A, 1B and 1C of this
Exhibit B but for any individual  contract in excess of $50,000 the fee shall be
reduced to 3%.

Such overhead rates may be amended from time to time by mutual  agreement of the
Participants  hereto if, in practice,  the rates are found to be insufficient or
excessive.

2. Depreciation and Amortization

The value of additional capital equipment and facilities acquired after Stage II
will be amortized on a per ounce produced basis over the remaining mine life, or
the  expected  useful life of the newly  acquired  capital  asset,  whichever is
shorter.

                      IV. BASIS OF CHARGES TO JOINT ACCOUNT

1. Purchases

Material and equipment  purchased and service  procured  shall be charged at the
price paid by Manager after deduction of all discounts actually received.

2. Material Furnished by Manager

Material  required for  operations  shall be purchased  for direct charge to the
Joint  Account  whenever  practicable,  except that  Manager  may  furnish  such
material from Manager's stocks under the following conditions:

A. New Material (Condition "A")

(1) New material  transferred from Manager's warehouse or other properties shall
be priced F.O.B. the nearest  reputable supply store or railway receiving point,
where such material is available,  at current  replacement cost of the same kind
of material.

(2) Cash discount shall be allowed.

B. Used Material (Conditions "B" and "C")

(1)  Material  which  cannot  be  classified  as  Condition  "A" but  which  are
classified  as Condition  "B" or "C" as defined  below shall be priced at 50% of
new price.

(a) "Condition B": after reconditioning will be further serviceable for original
function as good secondhand material, or

(b) "Condition C": is serviceable for original  function but  substantially  not
suitable for reconditioning.

(2) Material  which cannot be classified as Condition "B" or Condition "C" shall
be priced at a value commensurate with its use.

C. Material Furnished by Manager When Not Readily Available When material and/or
supplies  are  not  readily  available  from  reputable  supply  sources  due to
scarcity,  national emergency or governmental  regulations,  Manager may furnish
such from its stock or  properties  at its nearest  available  supply and charge
Manager's full cost or replacement cost, as circumstances  may require,  of same
to  the  Joint  Account,   including,   without   limitation,   purchase  price,
procurement,  warehousing, handling, transportation and all other costs incurred
in connection therewith up to the time of delivery to the Joint Property.

3. Premium Prices

Whenever  materials and  equipment  are not readily  obtainable at the customary
supply point and at prices  specified  in  Paragraphs 1 and 2 of this Section IV
because of national  emergencies,  strike or other unusual causes over which the
Manager  has no  control,  the  Manager  may  charge the Joint  Account  for the
required  materials  on the  basis of the  Manager's  direct  cost  and  expense
incurred in  procuring,  such  materials,  in making it suitable for use, and in
moving  it to the  location;  provided,  however,  that  notice  in  writing  is
furnished  to non - Manager of the  proposed  charge  prior to billing the non -
Manager  for the  material or  equipment  acquired  pursuant to this  provision,
whereupon  non - Manager  shall have the right,  by so  electing  and  notifying
Manager,  within ten (10) days  after  receiving  notice  from the  Manager,  to
furnish in kind, or in tonnage as the  Participants  may agree,  at the location
nearest railway  receiving point, or Manager's storage point within a comparable
distance, all or part of its share of material or equipment suitable for use and
acceptable to the Manager.  Transportation  costs on any such material furnished
by the non - Manager, at any point other than at location, shall be borne by the
non - Manager.  If,  pursuant to the  provisions  of this  paragraph,  the non -
Manager  furnishes  material  or  equipment  in kind,  the  Manager  shall  make
appropriate credits therefore to the Joint Account.

4. Warranty of Material Furnished by Manager

Manager  does not  warrant  the  material  furnished  beyond the  backing of the
dealer's or manufacturer's  guaranty; and in case of defective material,  credit
shall not be passed  until  adjustment  has been  received  by Manager  from the
manufacturers or their agents.

5. Manager's Exclusively Owned Facilities

The  following  rates  shall apply to service  rendered to the Joint  Account by
facilities and equipment owned by Manager:

A.  Water,  fuel,  power,  compressor  and  other  auxiliary  services  at rates
commensurate  with cost of providing  and  furnishing  such service to the Joint
Account but not  exceeding  rates  currently  prevailing  in the vicinity of the
Joint Property.

B.  Automotive  equipment  at rates  commensurate  with  cost of  ownership  and
operation.  Automotive rates shall include cost of oil, gas, repairs,  insurance
and other operating expenses and depreciation; and charges shall be based on use
in actual service on, or in connection with, the Joint Account operations. Truck
and tractor rates may include wages and expenses of driver.

C. A fair rate shall be charged for the use of Manager's  fully owned  machinery
or equipment which shall be ample to cover maintenance,  repairs,  depreciation,
and the service  furnished the Joint Property;  provided that such charges shall
not exceed those currently prevailing in the vicinity of the Joint Property.

D. A fair rate shall be charged for laboratory services performed by Manager for
the benefit of the Joint  Account;  provided such charges shall not exceed those
currently prevailing if performed by outside service  laboratories.  E. Whenever
requested,  Manager  shall  inform  non -  Manager  in  advance  of the rates it
proposes to charge.  F. Rates shall be revised and adjusted from time to time by
the Management Committee when found to be either excessive or insufficient.

                      V. DISPOSAL OF EQUIPMENT AND MATERIAL

1. Manager Not Obligated to Purchase

The Manager shall be under no obligation to purchase interests of non Manager in
surplus new or secondhand  material.  The  disposition of major items of surplus
material shall be subject to mutual  determination by the  Participants  hereto;
provided,  Manager  shall have the right to dispose of normal  accumulations  of
junk and scrap material either by transfer or sale from the Joint Property.

2. Material Purchased by the Manager or Non -  Manager

Material  purchased by either the Manager or non - Manager  shall be credited by
the Manager to the Joint  Account for the month in which the material is removed
by the purchaser.

3. Division in Kind

Division of material in kind, if made between  Manager and non - Manager,  shall
be  in  proportion  to  their  respective  interests  in  such  material.   Each
Participant  will  thereupon  be  charged  individually  with  the  value of the
material received or receivable by each Participant,  and corresponding  credits
will be made by the Manager to the Joint  Account.  Such credits shall appear in
the monthly statement of operations.

4. Sales to Third Parties

Sales to third parties of material from the Joint  Property shall be credited by
Manager to the Joint  Account at the net amount  collected  by Manager  from any
such third party.  Any claims by any such third party for defective  material or
otherwise  shall be  charged  back to the  Joint  Account  if and  when  paid by
Manager.

                 VI. BASIS OF PRICING MATERIAL TRANSFERRED FROM
                    JOINT ACCOUNT TO ACCOUNT OF EITHER PARTY

1. New Price Defined

New price as used in the  following  paragraphs  shall have the same meaning and
application  as that used in  Section  IV  above,  "Basis  of  Charges  to Joint
Account."

2. New Material

New Material (Condition "A"), being new material procured for the Joint Property
but never used thereon, at one hundred percent (100%) of current new price (plus
sales tax, if any).

3. Good Used Material

Good used material (Condition "B"), being used material in sound and serviceable
condition, suitable for reuse without reconditioning.

A. At seventy - five percent (75%) of current new price (plus sales tax, if any)
if material was charged to the Joint Account as new, or

B. At sixty - five  percent  (65%) of current new price (plus sales tax, if any)
if  material  was  originally  charged  to the Joint  Account as  Condition  "B"
material.

4. Other Used Material

Used material (Condition "C"), at fifty percent (50%) of current new price (plus
sales tax, if any), being used material which:

A. After  reconditioning  will be further  serviceable for original  function as
good secondhand material (Condition "B"), or

B. Is  serviceable  for  original  function but  substantially  not suitable for
reconditioning.

5. Bad -  Order Material

Material  and  equipment  (Condition  "D")  which is no longer  useable  for its
original  purpose without  excessive repair cost but is further useable for some
other purpose shall be priced on a basis comparable with that of items nominally
used for that purpose.

6. Junk

Junk (Condition "E"), being obsolete and scrap material at prevailing prices.

7. Temporarily Used Material

When the use of material is temporary and its service to the Joint Property does
not justify the  reduction in price,  such  material  shall be priced on a basis
that will leave a net charge to the Joint Account  consistent  with the value to
the Venture.

                                VII. INVENTORIES

1. Periodic Inventories, Notice and Representations

At reasonable intervals,  but no less than annually,  inventories shall be taken
by Manager of the Joint Account material,  which shall include all such material
as is  ordinarily  considered  controllable  by operators of mining  properties.
Written notice of intention to take inventory shall be given by Manager at least
thirty (30) days before any  inventory  is to begin so that non - Manager may be
represented  at an inventory.  Failure of non - Manager to be  represented at an
inventory shall bind the non - Manager to accept the inventory taken by Manager,
who  shall  in  that  event  furnish  non -  Manager  with a copy  thereof.  The
provisions  of this  paragraph  do not apply if  inventory  is  maintained  on a
perpetual basis.

2. Reconciliation and Adjustment of Inventories

Reconciliation  of inventory  with charges to the Joint Account shall be made by
each  Participant  in interest,  and a list of overages and  shortages  shall be
jointly determined by Manager and non - Manager.  Inventory adjustments shall be
made by Manager to the Joint  Account for  overages and  shortages,  but Manager
shall be held  accountable  to non - Manager only for  shortages  due to lack of
reasonable care.

3. Special Inventories

Special  inventories  may be taken at the  expense of a  purchaser  of a Party's
Periodic Inventory whenever there is any sale or change of interest in the Joint
Property;  and it shall be the duty of the  Participant  selling  to notify  all
other Participants  hereto as quickly as possible after the transfer of interest
takes  place.  In such  cases,  both  the  seller  and the  purchaser  shall  be
represented and shall be governed by the inventory so taken.


<PAGE>



                         Exhibit B1 to Earn -  in Agreement
                                    Insurance
                                   Page 2 of 2

                                   EXHIBIT B1
                                    INSURANCE

1.   Manager as determined by the  Management  Committee  shall  maintain in the
     names of the  Participants  the following types of insurance with limits of
     liability as stated below and shall  maintain  insurance as required,  as a
     cost charged to the Earn - in Activities, at all times while performing the
     operations for the benefit of the Participants. Upon written request by any
     Participant,  Manager shall provide  certificates of insurance  executed by
     the insurance  companies  evidencing  the  insurance  placed by Manager and
     shall  promptly  deliver  said  certificates  to  said   Participant.   The
     certificates  procured by Manager  shall  provide  that any major  negative
     change in or the  cancellation of any coverages for which  certificates are
     issued shall not be valid as respects the  certificate  holder's  interests
     therein until the  certificate  holder has had at least thirty days' notice
     in writing  prior to such  change or  cancellation.  Insurance  provided by
     Manager under subsection (a)(i), (a)(ii) and (a)(iii), below, shall contain
     a waiver of  subrogation  in favor of the  Participants,  if such waiver is
     available under such policies of insurance.  Contractors and subcontractors
     shall include the  Participants  as additional  insureds,  which  inclusion
     shall be shown on appropriate certificates.

<TABLE>
<CAPTION>

     --------------------------------------------------------------------------------------------------------------------------
          COVERAGE                                                           MINIMUM LIMITS
     --------------------------------------------------------------------------------------------------------------------------
     <S>                                                                     <C>
     (i)   Workers' Compensation ("WC") and Employers' Liability             WC - Statutory
           ("EL") Insurance, including Occupational disease.                 EL  -   $500,000
     --------------------------------------------------------------------------------------------------------------------------

     (ii)  Business automobile liability insurance, including all            $1,000,000 combined single limit per
           owned, and hired vehicles; provided, if Rodeo Creek uses          occurrence for bodily injury and property
           non - owned vehicles, it shall first obtain coverage for such     damage.
           non - owned vehicles as part of the automobile liability
           insurance policy or under a rider thereto.
     --------------------------------------------------------------------------------------------------------------------------

     (iii) Commercial general liability insurance including                  $5,000,000 combined single limit per
           blanket contractual liability, personal injury, independent       occurrence and in the annual aggregate for
           contractors.                                                      bodily injury, personal injury and property
                                                                             damage.
     --------------------------------------------------------------------------------------------------------------------------
</TABLE>

2.   Manager  shall  cause  all  of  Manager's   Affiliates,   contractors   and
     subcontractors to maintain Worker's Compensation Insurance as prescribed by
     law, and to maintain Employer's  Liability  Insurance,  Business Automobile
     Liability  Insurance  in amounts  equal to at least 10% of the  amounts set
     forth above,  and Commercial  general  liability  insurance with a combined
     single limit of $1,000,000 and in the annual aggregate, at all times during
     the   performance  of  Operations  by  such   Affiliates,   contractors  or
     subcontractors.


<PAGE>

                         Exhibit C to Earn - in Agreement
                  Form of Form of Quitclaim Deed and Assignment
                                   Page 2 of 2

                                    EXHIBIT C
                      FORM OF QUITCLAIM DEED AND ASSIGNMENT


RECORDING REQUESTED BY & RETURN TO:
         Hecla Ventures Corp.
         Land Records Department
         6500 Mineral Drive
         Coeur d'Alene, ID  83815 -  8788

                      FORM OF QUITCLAIM DEED AND ASSIGNMENT

RodeoCreek  Gold  Inc.  (hereinafter  referred  to as  "Transferor"),  a  Nevada
corporation,  whose address is C/O Richard  Harris,  260 - 6121 Lakeside  Drive,
Reno,  Nevada 89511,  duly  qualified to do business and in good standing in the
state of Nevada,  in  consideration of the sum of ten dollars ($10.00) and other
valuable consideration paid to Transferor by Hecla Ventures Corp.,  (hereinafter
referred to as "Transferee"), a Nevada corporation duly qualified to do business
and in good  standing  in the state of Nevada,  whose  address  is 6500  Mineral
Drive,  Coeur  d'Alene,  Idaho  83815 - 8788,  the  receipt  of which is  hereby
acknowledged  by  Transferor,  hereby  assigns and  quitclaims  to Transferee an
undivided  fifty percent (50%) interest in all of the  Transferor's  interest in
the  Properties  described  in  Exhibit  A to that Earn - in  Agreement  between
Transferor and Transferee dated __________, 2002 ("Property").

TO HAVE AND TO HOLD, all and singular the Property, together with the tenements,
hereditaments and appurtenances  belonging thereto, or in anywise  appertaining,
and the  rents,  issues and  profits  of such  property  all to  Transferee  and
Transferee's successors and permitted assigns forever.

IN WITNESS WHEREOF,  Transferor has caused this Quitclaim Deed and Assignment to
be executed this _______ day of _________________, 2002.

                                           TRANSFEROR:
                                           RODEO CREEK GOLD INC.

                                           By: NOT FOR SIGNATURE  -   FORM ONLY
                                           Name:______________________________
                                           Title:_____________________________


<PAGE>


                                 ACKNOWLEDGEMENT

CANADA                     )
                                    )
Province of British Columbia        )

The  foregoing  instrument  was  acknowledged  before  me  this  ______  day  of
_______________,     2002,    by     ___________________________________     the
_______________________  of Rodeo  Creek Gold  Inc.,  a Nevada  corporation,  on
behalf of said corporation.


                                             NOT FOR SIGNATURE  -   FORM ONLY
                                             Notary Public in and for the
                                             Province of British Columbia
                                             Residing at: ______________________
                                             My Commission Expires: ____________


<PAGE>

                         Exhibit D to Earn -  in Agreement
                         Form of Memorandum of Agreement
                                   Page 4 of 4

                                    EXHIBIT D
                         FORM OF MEMORANDUM OF AGREEMENT


RECORDING REQUESTED BY & RETURN TO:
         Hecla Ventures Corp.
         Land Records Department
         6500 Mineral Drive
         Coeur d'Alene, ID  83815 -  8788


                     FORM OF MEMORANDUM OF EARN -  IN AGREEMENT

This Memorandum of Earn - in Agreement,  effective the ___ day of _____________,
2002, is filed of record in  accordance  with the  provisions  contained in that
certain agreement of even date herewith known as the Ivanhoe Project - Hollister
Development  Block Earn - in Agreement  ("Earn - in  Agreement"),  wherein Hecla
Ventures Corp., a Nevada corporation, whose address is 6500 Mineral Drive, Coeur
d'Alene,   Idaho  83815  -  8788  ("Hecla  Ventures")  entered  into  a  mineral
exploration,  development and mining  arrangement  with Rodeo Creek Gold Inc., a
Nevada  corporation,  whose address is C/O Richard  Harris,  260 - 6121 Lakeside
Drive,  Reno, NV 89511 ("Rodeo Creek"),  for good and valuable  consideration as
set  forth  in the  provisions  of the Earn - in  Agreement,  a copy of which is
available at the offices of the parties set forth above.

Under the terms of the Earn - in Agreement,  Hecla Ventures is granted the right
to  conduct  activities  including,  without  limitation,  mineral  exploration,
development, test mining and processing, and all other activities incident to or
arising  therefrom,  on or for the benefit of the properties held by Rodeo Creek
more  specifically  described  in Exhibit A,  attached  hereto and  incorporated
herein by this reference (referred to as the "Properties").

Upon  completion  of certain  terms  specified  in the Earn - in  Agreement  and
payment of valuable  consideration to Rodeo Creek,  Hecla Ventures shall acquire
an immediate right to receive an undivided fifty percent (50%) interest in Rodeo
Creek's  Properties,   and  both  parties  shall  immediately  contribute  their
undivided  interests in such  properties  to the  purposes of a Joint  Operating
Agreement,  the  form  of  which  is  attached  as  Exhibit  F to the  Earn - in
Agreement.

This  Memorandum has been executed and filed of record solely to give the public
notice  of the  existence  of the  Earn - in  Agreement.  It does not in any way
amend, modify, revise, or replace the Earn - in Agreement.


IN WITNESS  WHEREOF,  the parties have executed this Memorandum  effective as of
the date and year first above written.


HECLA VENTURES CORP.                        RODEO CREEK GOLD INC.


By: NOT FOR SIGNATURE  -   FORM ONLY        By: NOT FOR SIGNATURE  -   FORM ONLY

______________________________              ______________________________
         Print Name                                    Print Name

Its:___________________________             Its:___________________________
         Title                                         Title




<PAGE>

                                ACKNOWLEDGEMENTS

STATE OF IDAHO             )
                           ) ss.
County of Kootenai         )

The  foregoing  instrument  was  acknowledged  before  me this  ________  day of
_____________  2002, by Thomas F. Fudge,  President of Hecla  Ventures  Corp., a
Nevada corporation, on behalf of said corporation.


                                    NOT FOR SIGNATURE  -   FORM ONLY
                                    Notary Public in and for the State of Idaho
                                    Residing at: __________________________
                                    My Commission Expires:  _______________


<PAGE>



CANADA                     )
                                 )
Province of British Columbia)

The  foregoing  instrument  was  acknowledged  before  me  this  ______  day  of
_______________,     2002,    by     ___________________________________     the
_______________________  of Rodeo  Creek Gold  Inc.,  a Nevada  corporation,  on
behalf of said corporation.


                                    NOT FOR SIGNATURE  -   FORM ONLY
                                    Notary Public in and for the
                                    Province of British Columbia
                                    Residing at: ______________________________
                                    My Commission Expires:  ___________________


<PAGE>


                         Exhibit E to Earn -  in Agreement
                Expenditure Schedule and Initial Program & Budget
                                  Page 13 of 14

                                    EXHIBIT E
               EXPENDITURE SCHEDULE AND INITIAL PROGRAM AND BUDGET


A. Warrant Commitments.

Subject to the right to terminate and to withdraw under Article VIII of the Earn
- in Agreement,  Hecla  Ventures  issues Great Basin the  following  warrants to
purchase Hecla Common Stock:

<TABLE>
<CAPTION>
   Date of Hecla Mining  Warrants                            Amount of Warrant Issuance
----------------------------------------------------------   -------------------------------------------------------
<S>                                                          <C>
1. At signing ("Effective Date") of the Earn - in            2,000,000 two year  warrants to purchase Hecla Mining
   Agreement                                                 common stock ("Tranche 1")

2. On date Hecla Ventures elects to                          An additional 1,000,000 two year warrants to purchase
   proceed with Stage II Activities or fund in lieu          Hecla Mining common stock ("Tranche 2")

3. On date Hecla  Ventures  gives  notice to Rodeo Creek     An additional 1,000,000 two year warrants to purchase
   that  Stage II Earn -  In  Activities  are  complete      or Hecla Mining common stock ("Tranche 3")
   Hecla Ventures elects to fund Stage II in lieu.

</TABLE>

Hecla  Ventures shall issue to Great Basin the warrant  certificate(s)  dated as
per  above  within  thirty  (30)  days  of the  date of the  Warrant  Agreement,
substantially in the form of Exhibit G hereto.

Upon receipt of each Tranche of Hecla Mining  Warrants (as defined  above) Great
Basin will issue to Hecla  Ventures  warrants to purchase  shares in Great Basin
("Great Basin Warrants") as follows:  1) 1 million Great Basin two year Warrants
upon receipt of Tranche 1 Hecla Mining Warrants; 2) 500,000 Great Basin two year
Warrants upon receipt of Tranche 2 Hecla Mining  Warrants;  and 3) 500,000 Great
Basin two year Warrants upon receipt of Tranche 3 Hecla Mining  Warrants.  Great
Basin Warrants will be exercisable at the weighted average closing price for the
twenty (20)  trading days on the Toronto  Stock  Exchange  immediately  prior to
issuance and done  substantially  in accordance with the form Warrant  Agreement
attached hereto in Exhibit H, subject to Article V. B. Earn - in Activities. For
purposes of this Exhibit E and the Earn - in Agreement,  "Earn - in  Activities"
shall mean the  following  activities  conducted in  accordance  with  generally
accepted  mining  practices  in the United  States of  America.  Stage I o Plan,
engineer and permit (in an expeditious manner) scope of work

o    Develop underground access to Gwenivere and Clementine veins including some
     equipment purchases

o    Delineate ore shoots within veins

o    Convert resource to "measured and indicated" based on diamond core drilling
     program

o    Complete   Feasibility   Study  to  determine  the  scope  of  work  to  be
     accomplished in Stage II and the overall feasibility of a mine project.


See attached Scope of Work for Details of Stage I Work.  The estimated  costs to
complete Stage I is $10,300,000  and the estimated time to complete is 12 months
after date of issuance of permit(s)  (pursued in an expeditious manner on a best
efforts and diligent  basis by Hecla  Ventures),  however,  some  permitting and
Stage I work Program  Activities will run concurrently.  Earn - In Activities to
commence on the Effective Date of this Agreement. If the actual costs of Stage I
exceed  the  Initial  Budget,  but are done in  accordance  with a  revised  and
approved Program and Budget, then such additional costs shall apply towards Earn
- In Expenditures as provided under Section 9.3, Programs and Budgets.

Stage II

o        Possible future development loop of underground to surface

o        Underground production development

o        Production equipment

o        Surface Facilities and Infrastructure

o        Engineering, procurement and management construction


The estimated  costs to complete Stage II are  $11,500,000  and are estimated to
take approximately 12 months to complete.  The total costs of Stage I and II are
estimated at $21,800,000.  After completion of Stage II, the subject  Properties
are  essentially  developed  to the point of  Commercial  Production  or where a
decision  can be made whether they are capable of  Commercial  Production.  Each
Party must notify the other within thirty (30) days after completion of Stage II
whether it elects to proceed.


<PAGE>

C. Initial Program and Budget for Stage I.

              HOLLISTER DEVELOPMENT BLOCK VENTURE  -  August 2, 2002

                     Stage 1 Exploration Program and Budget

                                      US $

Permitting                                                          $    200,000
Project Planning and Engineering
              incl. in Management Services
Equipment and Facilities
              Procurement and Prep                                       653,165
              Mobilization                                                34,630
Drifting and Development
              Ramping, Crosscutting and Diamond Drill
              Stations  -   5,780 ft                                   1,992,752
              Drift on Vein  -   2,200 ft                                591,600
              Raising on Veins 750 ft                                    366,200
Indirect Costs                                                         2,580,040
Metallurgy                                                                73,171
                                                                    ------------
              Subtotal  -   Setup and Construction                     6,491,558

Diamond Drilling  -   40,000 ft                                        1,080,000
Management Services @ 7%                                                 530,009
                                                                    ------------
              Subtotal  -   Project                                    8,101,567

Contingencies
              Ground support                                             350,000
              Water handling                                             200,000
              Environmental 25% of Forecast Permitting Cost               50,000
              Equipment and Facilities                                   498,433
                                                                    ------------
              Subtotal Project with Contingencies                      9,200,000

Other
              Bonding                                                  1,000,000
              Other Contingencies                                        100,000

                                                                    ------------
              Total Estimated Stage I Costs                         $ 10,300,000
                                                                    ============


Notes:

1. Assumes an E.I.S. is not needed, that an E.A. is sufficient
2. Does not include Reclamation
3. Phase 2 (USD) = $21.8 m less $10.3 m = $11.5 m

<PAGE>

                                        Exhibit F to Earn -  In Agreement
                                           Joint Operating Agreement
                                                 Page 1 of 48



                                                   EXHIBIT F
                                           JOINT OPERATING AGREEMENT


<PAGE>


                         Exhibit G to Earn -  In Agreement
                             Hecla Warrant Agreement
                                  Page 9 of 11
                                    EXHIBIT G
                                WARRANT AGREEMENT


THIS WARRANT AND THE COMMON STOCK  ISSUABLE UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED OR QUALIFIED FOR SALE UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH  REGISTRATION  OR  QUALIFICATION  OR  AN  EXEMPTION   THEREFROM  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY SUCH APPLICABLE STATE LAWS.

                              HECLA MINING COMPANY

                         WARRANT CERTIFICATE TO PURCHASE
                             SHARES OF COMMON STOCK


Date of Issuance: _____________________, 200_                  Certificate W - 1

FOR  VALUE  RECEIVED,   Hecla  Mining  Company,  a  Delaware   corporation  (the
"Company"), hereby grants to Great Basin Gold Ltd. and/or its registered assigns
pursuant to Section 5 hereof (each, a "Registered Holder") the right to purchase
from the Company an  aggregate  of ________  of the  Company's  shares of common
stock,  $0.25  par value per  share  ("Common  Stock"),  at a price per share of
$____,  (the "Exercise  Price") which price shall be the weighted  average daily
closing  price per share for the common stock of the Company for the twenty (20)
trading  days  immediately  prior  to the  date of this  Warrant  Agreement,  as
adjusted pursuant to Section 2 hereof.

This Warrant is subject to the following provisions:

Section 1. Exercise of Warrant.

1A. Two Year Exercise Period. The Registered Holder may exercise, in whole or in
part, the purchase rights  represented by this Warrant at any time and from time
to time during the two year period  commencing on ____________,  200_ and ending
on ______________, 200_ (the "Exercise Period").

1B. Exercise Procedure.

(i) This  Warrant  shall be deemed to have been  exercised  when the Company has
received all of the following items (the "Exercise Time"):

(a) a completed Exercise Agreement, as described in paragraph 1C below, executed
by the Registered Holder;

(b) this Warrant;

(c) an  Assignment  or  Assignments  in the form set  forth in  Exhibit I if the
Warrant is exercised by any Registered  Holder other than Great Basin Gold Ltd.;
and

(d) a cashier's  check or wire transfer to the Company in an amount equal to the
product of the Exercise Price multiplied by the number of shares of Common Stock
being purchased upon such exercise (the "Aggregate Exercise Price").

(ii)  Certificates  for Common Stock,  if any,  purchased  upon exercise of this
Warrant shall be delivered by the Company to the Registered  Holder within three
business  days after the date of the  Exercise  Time.  Unless  this  Warrant has
expired or all of the purchase  rights  represented  hereby have been exercised,
the  Company  shall  prepare  a new  Warrant,  substantially  identical  hereto,
representing  the rights  formerly  represented  by this Warrant  which have not
expired or been  exercised  and shall,  within such three - day period,  deliver
such  new  Warrant  to the  person  designated  for  delivery  in  the  Exercise
Agreement.

(iii) The shares of Common  Stock  issuable  upon the  exercise of this  Warrant
shall be deemed to have been  issued to the  Registered  Holder at the  Exercise
Time, and the Registered  Holder shall be deemed for all purposes to have become
the record holder of such Common Stock at the Exercise Time.

(iv) The issuance of certificates for the Common Stock, if any, upon exercise of
this  Warrant  shall be made  without  charge to the  Registered  Holder for any
issuance  tax in  respect  thereof  or other  cost  incurred  by the  Company in
connection  with such exercise and the related  issuance of Common  Stock.  Each
share of Common Stock issuable upon exercise of this Warrant shall, when issued,
be duly and  validly  issued and free from all  taxes,  liens and  charges.  The
company shall prepare and file at its expense a registration  statement with the
United  States  Securities  and  Exchange  Commission  ("SEC")  forthwith  after
issuance  hereof and use its  reasonable  best  efforts  to obtain SEC  approval
thereof so that any Common Stock acquired by exercise hereof is freely tradeable
in the United  States  within  four (4) months from the date of issuance of this
warrant.  Until  registration of such Common Stock,  each certificate shall bear
the following legend:

The  shares  of  common  stock  of  Hecla  Mining  Company  represented  by this
certificate  have been issued pursuant to an exemption from  registration  under
the Securities Act of 1933 and may not be resold without registration thereunder
or an  exemption  therefrom.  The  issuer  may  require  an  opinion  of counsel
reasonably  satisfactory to it to the effect that such an exemption is available
before permitting transfer of such shares.

(v) The Company shall assist and cooperate with any Registered  Holder  required
to make any governmental  filings or obtain any governmental  approvals prior to
or in connection with any exercise of this Warrant,  without limitation,  making
any filings required to be made by the Company.

(vi) The Company  shall take all such actions as may be necessary to assure that
all such  shares of  Common  Stock may be so  issued  without  violation  of any
applicable law or  governmental  regulation or any  requirements of any domestic
securities  exchange upon which  securities of the Company or their  equivalents
may be listed (except for official notice of issuance which shall be immediately
delivered by the Company upon such issuance).

(vii)  Notwithstanding any other provision hereof, if an exercise of any portion
of this Warrant is to be made in connection with a registered public offering of
the  Company,  the sale of the  Company or  pursuant  to  Section 3 hereof,  the
exercise of any portion of this Warrant  may, at the election of the  Registered
Holder hereof, be conditioned upon the consummation of the public offering,  the
sale or the event  referred  to in the notice  described  in Section 3, in which
case such exercise shall not be deemed to be effective until the consummation of
such transaction.

1C.  Exercise  Agreement.

Upon any exercise of this Warrant, the Exercise Agreement shall be substantially
in the form set forth in Exhibit  II  hereto.  If the number of shares of Common
Stock to be issued does not include all the Common Stock purchasable  hereunder,
it  shall  also  state  the  Registered  Holder  to whom a new  Warrant  for the
unexercised  portion of the rights  hereunder is to be delivered.  Such Exercise
Agreement shall be dated the actual date of execution thereof.

Section 2. Adjustment of Exercise Price and Number of Shares of Common Stock.

In order to prevent  dilution  of the rights  granted  under this  Warrant,  the
Exercise  Price shall be subject to adjustment  from time to time as provided in
this  Section  2, and the  number  of shares of  Common  Stock  obtainable  upon
exercise of this  Warrant  shall be subject to  adjustment  from time to time as
provided in this Section 2.

2A.  Subdivision  or  Combination  of Common  Stock.

If the Company at any time subdivides (by any split, dividend,  recapitalization
or otherwise) its outstanding  Common Stock into a greater number of shares, the
Exercise  Price  in  effect  immediately  prior  to such  subdivision  shall  be
proportionately reduced and the number of shares of Common Stock obtainable upon
exercise of this Warrant shall be proportionately  increased.  If the Company at
any time  combines  (by  reverse  split or  otherwise)  its Common  Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination  shall be  proportionately  increased  and the  number  of shares of
Common Stock  obtainable upon exercise of this Warrant shall be  proportionately
decreased.

2B.  Reorganization,  Reclassification,   Consolidation,  Merger  or  Sale.

Any recapitalization,  reorganization, reclassification,  consolidation, merger,
sale of all or substantially  all of the Company's assets or other  transaction,
in each case which is effected  in such a way that the  holders of Common  Stock
are entitled to receive (either directly or upon subsequent  liquidation) stock,
securities  or assets  with  respect to or in exchange  for the Common  Stock is
referred  to herein as an "Organic  Change."  Prior to the  consummation  of any
Organic  Change,  the  Company  shall make  appropriate  provision  (in form and
substance  satisfactory to the Registered Holders of the Warrants representing a
majority of the Common  Stock  obtainable  upon  exercise of all  Warrants  then
outstanding) to insure the Registered  Holder of the Warrant shall thereafter be
entitled to receive,  upon  exercise of this  Warrant,  the numbers or amount of
shares of stock,  securities or assets resulting from such Organic Change that a
holder of the Common Stock  deliverable upon exercise of this Warrant would have
been  entitled to receive as a result of such Organic  Change If the Warrant had
been exercised  immediately before the effective date of such Organic Change. In
any such  case,  the  Company  shall  make  appropriate  provision  (in form and
substance  satisfactory to the Registered Holders of the Warrants representing a
majority of the shares of Common Stock  obtainable upon exercise of all Warrants
then  outstanding)  with respect to such holders' rights and interests to insure
that  the  provisions  of this  Section  2 and  Sections  3 and 4  hereof  shall
thereafter  be  applicable  to the Warrant  (including,  in the case of any such
consolidation, merger or sale in which the successor entity or purchasing entity
is other than the Company, an immediate  adjustment of the Exercise Price to the
value for the Common Stock reflected by the terms of such consolidation,  merger
or sale,  and a  corresponding  immediate  adjustment in the number of shares of
Common Stock  acquirable  and  receivable  upon exercise of the Warrant,  if the
value so reflected is less than the Exercise Price in effect  immediately  prior
to such  consolidation,  merger or sale).  The Company shall not effect any such
consolidation,  merger or sale,  unless prior to the consummation  thereof,  the
successor  entity (if other than the Company)  resulting from  consolidation  or
merger or the entity  purchasing  such assets assumes by written  instrument (in
form  and  substance   satisfactory  to  the  Registered   Holders  of  Warrants
representing a majority of the shares of Common Stock  obtainable  upon exercise
of all of the Warrants then outstanding), the obligation to deliver to each such
holder such shares of stock,  securities  or assets as, in  accordance  with the
foregoing provisions, such holder may be entitled to acquire.

2C.  Certain  Events.

If any event occurs of the type contemplated by the provisions of this Section 2
but not expressly  provided for by such provisions,  then the Company shall make
an  appropriate  adjustment  in the  Exercise  Price and the number of shares of
Common  Stock  obtainable  upon  exercise  of this  Warrant so as to protect the
rights of the Registered Holders.

2D. Notices.

(i)  Immediately  upon any adjustment of the Exercise  Price,  the Company shall
give  written  notice  thereof  to  the  Registered  Holder,  setting  forth  in
reasonable detail and certifying the calculation of such adjustment.

(ii) The Company shall give written notice to the Registered  Holder at least 10
days  prior to the date on which the  Company  intends  to (A) make any pro rata
subscription  offer to holders of Common  Stock or (B)  consummate  any  Organic
Change, dissolution or liquidation.

Section 3.  Intention to Exercise.

If the Company gives a notice  described in paragraph (ii) of Section 2D and the
Registered  Holder  informs the Company in writing  within 10 days of receipt of
such  notice that it intends to  exercise  the Warrant in whole or in part,  the
Company shall not make or consummate  the event  described in such notice before
the earlier of (i) the  completion of the exercise of the Warrant in whole or in
part or (ii) 30 days after the date the Registered Holder informs the Company of
its  intention  to  exercise.  If the  event  described  in such  notice  is the
liquidation  of the Company,  whether or not the Registered  Holder  responds to
such  notice,  the  Company  shall pay to the  Registered  Holder the payment or
payments (net of the Exercise Price),  if any, that would have been made to such
Registered  Holder on the Common Stock had this  Warrant been  exercised in full
immediately prior to the liquidation.

Section 4. No Voting Rights;  Limitations  of Liability.

This Warrant  shall not entitle the  Registered  Holder to any voting  rights or
other rights as a holder of Common Stock in the Company. No provision hereof, in
the absence of affirmative  action by the Registered  Holder to purchase  Common
Stock,  and no enumeration  herein of the rights or privileges of the Registered
Holder shall give rise to any liability of such holder for the Exercise Price of
Common Stock  acquirable by exercise  hereof or as a holder of a Common Stock in
the Company.

Section 5. Warrant  Transferable.

This Warrant and all rights hereunder are not transferable, in whole or in part,
without the consent of the Company.  Upon receipt of such  consent,  the Warrant
will be transferred  without charge to the Registered Holder,  upon surrender of
this  Warrant  with a  properly  executed  Assignment  (in the form of Exhibit I
hereto) at the principal office of the Company. As soon as practicable after the
transfer,  the Company  will  prepare new  Warrants  for the  assigning  and new
Registered Holders, substantially identical hereto, but reflecting the number of
shares of Common Stock the assigning and new Registered  Holders are entitled to
receive upon exercise of the applicable Warrant.

Section 6. Warrant  Exchangeable  for Different  Denominations.

This Warrant is exchangeable, upon the surrender hereof by the Registered Holder
at the  principal  office  of the  Company,  for  new  Warrants  of  like  tenor
representing  in the aggregate the purchase rights  hereunder,  and each of such
new Warrants shall represent such portion of such rights as is designated by the
Registered Holder at the time of such surrender.  The date the Company initially
issues  this  Warrant  shall  be  deemed  to be the  "Date of  Issuance"  hereof
regardless of the number of times new  certificates  representing  the unexpired
and unexercised rights formerly represented by this Warrant shall be issued. All
Warrants representing portions of the rights hereunder are referred to herein as
the "Warrant."

Section 7. Replacement.

Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of
the  Registered  Holder shall be  satisfactory)  of the  ownership and the loss,
theft, destruction or mutilation of any certificate evidencing this Warrant, and
in the case of any such loss,  theft or  destruction,  upon receipt of indemnity
reasonably  satisfactory  to the  Company  (provided  that  if the  holder  is a
financial institution or other institutional investor its own agreement shall be
satisfactory),  or, in the case of any such  mutilation  upon  surrender of such
certificate,  the Company shall (at its expense)  execute and deliver in lieu of
such  certificate a new  certificate of like kind  representing  the same rights
represented by such lost, stolen,  destroyed or mutilated  certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

Section 8. Notices.

Except as otherwise  expressly  provided herein, all notices referred to in this
Warrant shall be in writing and shall be delivered personally, sent by reputable
overnight  courier service (charges  prepaid) or sent by registered or certified
mail, return receipt requested, postage prepaid and shall be deemed to have been
given when so delivered or deposited in the U.S. Mail (i) to the Company, at its
principal  executive  offices and (ii) to the Registered Holder of this Warrant,
at such  holder's  address as it appears in the records of the  Company  (unless
otherwise indicated by any such holder).

Section 9.  Amendment  and Waiver.

Except as  otherwise  provided  herein,  the  provisions  of the  Warrant may be
amended  and the  Company  may take any  action  herein  prohibited,  or omit to
perform any act herein  required to be  performed by it, only if the Company has
obtained the written consent of the Registered Holders of Warrants  representing
a  majority  of the  shares of Common  Stock  obtainable  upon  exercise  of the
Warrants;  provided  that no such  action may change the  Exercise  Price of the
Warrants or the number of shares or class of shares  obtainable upon exercise of
each Warrant  without the written  consent of all of the  Registered  Holders of
Warrants.

Section 10. Descriptive Headings; Governing Law.

The descriptive  headings of the several Sections and paragraphs of this Warrant
are inserted for convenience  only and do not constitute a part of this Warrant.
The laws of the  State of  Delaware  shall  govern  all  issues  concerning  the
relative  rights of the  Company  and its  members  and  interpretation  of this
Agreement.

Section  11.  Voting of Shares.

So long as any  Registered  Holders and/or its  affiliates  ("Registered  Holder
Group") hold, along or in the aggregate at least ten percent (10%) of the shares
of Common Stock  issued to the  Registered  Holder  Group upon  exercise of this
Warrant,  the Registered Holder Group agrees to vote all of the shares of Common
Stock held by the  Registered  Holder Group at any annual or special  meeting of
the  shareholders of the Company in accordance with the  recommendations  of the
Company's chief executive officer.

Section 12.  Trading  Limitation.

Except as otherwise  permitted  herein,  the Registered  Holder Group shall not,
individually or in the aggregate,  dispose of more than fifty thousand  (50,000)
share of Common Stock  during any one trading  day. In addition,  so long as the
Registered  Holder Group  continues to hold at least twenty percent (20%) of the
shares of Common  Stock issued upon  exercise of this  Warrant,  the  Registered
Holder Group shall  provide the Company with  reasonable  advance  notice of any
such sale of the shares of Common Stock.  The Registered  Holder Group shall not
be  obligated  to  complete  any sale of shares of Common  Stock  even if it has
provided  the  Company  with  advance  written  notice  of  such  sale,  but the
Registered  Holder Group shall notify Company of its withdrawal of any shares of
Common Stock from the market with respect to which the  Registered  Holder Group
has provided prior notice of sale.  Company shall notify the  Registered  Holder
Group of the  pendency  of a sale  under any  underwritten  public  offering  by
Company of Common Stock or any other Company equity security, in which event the
Registered Holder Group shall not effect any sales of any shares of Common Stock
within five (5) days prior to the  commencement  of or during such  underwritten
public  offering.  The Registered  Holder Group shall have the right to sell any
amount of shares of Common Stock in a private transaction, provided that (i) any
such sale shall not be reported or  reportable  on any  exchange or other public
market where shares of Common Stock are or may in future be traded, and (ii) the
purchaser in such private  transaction  agrees in writing that,  for a period of
six (6) months  from and after the date of such  purchase  and sale of shares of
Common Stock,  such purchaser shall not sell any such shares of Common Stock. In
addition, the Registered Holder Group shall be permitted to pledge any number of
shares of Common Stock to an arm's - length  lender to secure  payment of a bona
fide loan or other indebtedness, subject to the terms hereof.


IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant to be signed and
attested by its duly  authorized  officers  and to be dated the Date of Issuance
hereof.

                                            HECLA MINING COMPANY


                                            By: NOT FOR SIGNATURE  -   FORM ONLY
                                            Name:
                                            Title:
<PAGE>

                         Exhibit G to Earn -  in Agreement
                             Hecla Warrant Agreement
                                  Page 10 of 11
                         EXHIBIT I TO WARRANT AGREEMENT

                                   ASSIGNMENT



FOR VALUE RECEIVED,  _________________________________ hereby sells, assigns and
transfers  all of the  rights  of the  undersigned  under the  attached  Warrant
(Certificate  No. W -  _____________)  with  respect  to the number of shares of
Common Stock covered thereby set forth below, unto:

Names of Assignee             Address                           Number of Shares




Dated:                                Signature NOT FOR SIGNATURE  -   FORM ONLY

                                      Witness ________________________________
<PAGE>


                         Exhibit G to Earn -  In Agreement
                             Hecla Warrant Agreement
                                  Page 11 of 11






<PAGE>


                         EXHIBIT II TO WARRANT AGREEMENT

                               EXERCISE AGREEMENT



To:                                                           Dated:

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(Certificate  No. W - ___________),  hereby agrees to subscribe for the purchase
of  __________  shares of Common Stock covered by such Warrant and makes payment
herewith in full therefore at the price per share  provided by such Warrant.  If
any new Warrant will be prepared  under  Section  1B(ii) of the Warrant,  please
deliver it to _________, a Registered Holder.

                                      Signature NOT FOR SIGNATURE  -   FORM ONLY
                                      Address _______________________________



<PAGE>



                       Exhibit H to the Earn -  in Agreement
                               Great Basin Warrant
                                  Page 7 of 11

                       Exhibit H to the Earn -  in Agreement
                               Great Basin Warrant
                                  Page 1 of 11



                                    EXHIBIT H
                                WARRANT AGREEMENT

WITHOUT THE PRIOR WRITTEN  APPROVAL OF THE TSX VENTURE  EXCHANGE AND  COMPLIANCE
WITH ALL APPLICABLE  SECURITIES  LEGISLATION,  THE COMMON  SHARES,  WHICH MAY BE
ACQUIRED  ON  EXERCISE  OF  THESE  WARRANTS,  MAY  NOT  BE  SOLD,   TRANSFERRED,
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN  RESIDENT
UNTIL __, 2002. [FOUR MONTHS]

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED  (THE "U.S.  SECURITIES
ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,  AGREES FOR THE BENEFIT
OF THE ISSUER THAT SUCH  SECURITIES MAY BE OFFERED,  SOLD,  PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE ISSUER,  (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S.  SECURITIES ACT IF APPLICABLE,  (C)
INSIDE THE UNITED  STATES (1) PURSUANT TO THE  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS UNDER THE U.S.  SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER,  IF
AVAILABLE,  AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (2) IN A
TRANSACTION THAT DOES NOT REQUIRE  REGISTRATION UNDER THE U.S. SECURITIES ACT OR
ANY  APPLICABLE  STATE  LAWS AND  REGULATIONS  GOVERNING  THE  OFFER AND SALE OF
SECURITIES,  AND THE  HOLDER HAS PRIOR TO SUCH SALE  FURNISHED  TO THE ISSUER AN
OPINION OF COUNSEL.

Date of Issuance: _____________________, 2002
Warrant Certificate Number:         W -  __

                              GREAT BASIN GOLD LTD.
                       Suite 1020  -  800 West Pender Street
                             Vancouver, B.C. V6C 2V6
                  Telephone: (604) 684 -  6365 Fax: (604) 684 -  8092

WARRANT CERTIFICATE TO PURCHASE ___________
SHARES OF COMMON STOCK

THE RIGHT TO PURCHASE  COMMON  SHARES  UNDER THIS  WARRANT  EXPIRES AT 5:00 P.M.
(VANCOUVER TIME) ON __, 2004 (THE "EXPIRY DATE").

ANY SHARES  ACQUIRED  BY  EXERCISE  PRIOR TO __,  2002 WILL BE SUBJECT TO RESALE
RESTRICTIONS IN CANADA UNTIL THAT DATE AND WILL BEAR A LEGEND TO THIS EFFECT.

FOR VALUE RECEIVED,  Great Basin Gold Ltd., a British Columbia  corporation (the
"Company"),  hereby grants to Hecla Ventures Corp. (the "Registered Holder") the
right to purchase from the Company ___ of the  Company's  shares of common stock
("Common  Stock"),  at a price per share of $____,  which price is the  weighted
average  daily  closing  price per share for the common stock of the Company for
the twenty (20) trading days immediately prior to the Date of this Warrant. This
Warrant is subject to the following provisions:

Section 1. Exercise of Warrant.

1A. Two Year Exercise Period. The Registered Holder may exercise, in whole or in
part, the purchase rights  represented by this Warrant at any time and from time
to time during the two year time period  commencing  on  ____________,  200_ and
ending on _________________, 200_ (the "Exercise Period").

1B. Exercise Procedure.

(i) This  Warrant  shall be deemed to have been  exercised  at the time when the
Company has received all of the following items (the "Exercise Time"):

(a) a completed Exercise Agreement, as described in paragraph 1C below, executed
by the Registered Holder;

(b) this Warrant; and

(c) a cashier's or certified  check or wire transfer to the Company in an amount
equal to the product of the Exercise Price multiplied by the number of shares of
Common  Stock  being  purchased  upon such  exercise  (the  "Aggregate  Exercise
Price").

(ii)  Certificates  for Common Stock,  if any,  purchased  upon exercise of this
Warrant shall be delivered by the Company to the Registered  Holder within three
business  days after the date of the  Exercise  Time.  Unless  this  Warrant has
expired or all of the purchase  rights  represented  hereby have been exercised,
the  Company  shall  prepare  a new  Warrant,  substantially  identical  hereto,
representing  the rights  formerly  represented  by this Warrant  which have not
expired or been  exercised  and shall,  within such three - day period,  deliver
such  new  Warrant  to the  person  designated  for  delivery  in  the  Exercise
Agreement.

(iii) The shares of Common  Stock  issuable  upon the  exercise of this  Warrant
shall be deemed to have been  issued to the  Registered  Holder at the  Exercise
Time, and the Registered  Holder shall be deemed for all purposes to have become
the record holder of such Common Stock at the Exercise Time.

(iv) The issuance of certificates for the Common Stock, if any, upon exercise of
this  Warrant  shall be made  without  charge  to the  Registered  Holder or the
Purchaser for any issuance tax in respect  thereof or other cost incurred by the
Company in  connection  with such  exercise  and the related  issuance of Common
Stock.  Each share of Common Stock issuable upon exercise of this Warrant shall,
when  issued,  be duly and  validly  issued and free from all  taxes,  liens and
charges.

(v) The Company shall assist and cooperate with any Registered  Holder  required
to make any governmental  filings or obtain any governmental  approvals prior to
or  in  connection  with  any  exercise  of  this  Warrant  (including,  without
limitation,  making any filings  required to be made by the  Company)  including
prompt notice and  application  to list any Common  Shares  issuable on exercise
hereof on the TSX  Venture  Exchange.  . Any Common  Stock  acquired by exercise
hereof is freely  tradeable  in Canada  after four (4)  months  from the date of
issuance of this warrant.  Until the expiry of such four (4) month  period,  all
certificates  of Common  Stock  issued to  Registered  Holder by Exercise of its
rights hereunder shall bear the following legend:

UNLESS  PERMITTED  UNDER  SECURITIES  LEGISLATION,  THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE ___, 2002.

WITHOUT THE PRIOR WRITTEN  APPROVAL OF THE TSX VENTURE  EXCHANGE AND  COMPLIANCE
WITH ALL APPLICABLE SECURITIES  LEGISLATION,  THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH THE FACILITIES OF THE TSX VENTURE  EXCHANGE OR OTHERWISE IN CANADA OR TO
OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ___, 2002.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED  (THE "U.S.  SECURITIES
ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,  AGREES FOR THE BENEFIT
OF THE ISSUER THAT SUCH  SECURITIES MAY BE OFFERED,  SOLD,  PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE ISSUER,  (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S.  SECURITIES ACT IF APPLICABLE,  (C)
INSIDE THE UNITED  STATES (1) PURSUANT TO THE  EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS UNDER THE U.S.  SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER,  IF
AVAILABLE,  AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (2) IN A
TRANSACTION THAT DOES NOT REQUIRE  REGISTRATION UNDER THE U.S. SECURITIES ACT OR
ANY  APPLICABLE  STATE  LAWS AND  REGULATIONS  GOVERNING  THE  OFFER AND SALE OF
SECURITIES,  AND THE  HOLDER HAS PRIOR TO SUCH SALE  FURNISHED  TO THE ISSUER AN
OPINION OF COUNSEL.

(vi) The Company  shall take all such actions as may be necessary to assure that
all such  shares of  Common  Stock may be so  issued  without  violation  of any
applicable law or  governmental  regulation or any  requirements of any domestic
securities  exchange upon which  securities of the Company or their  equivalents
may be listed (except for official notice of issuance which shall be immediately
delivered  by  the  Company  upon  such  issuance).  The  Company  shall  file a
qualifying issuer certificate with the TSX Venture Exchange within ten (10) days
after the Date of Issuance for each Warrant  Certificate  issued  hereunder  and
take other actions as required by  applicable  law to make such shares of Common
Stock freely tradeable  through the TSX Venture after the four (4) month holding
period set forth in paragraph 1B(v) herein above.

1C.  Exercise  Agreement.

Upon any exercise of this Warrant, the Exercise Agreement shall be substantially
in the form set forth in Exhibit I hereto,  except  that if the Common  Stock is
not to be  issued  in the name of the  person  in whose  name  this  Warrant  is
registered,  the Exercise  Agreement  shall also state the name of the person to
whom the Common Stock is to be issued.  Such Exercise  Agreement  shall be dated
the actual date of execution thereof.

Section 2. Adjustment of Exercise Price and Number of Shares of Common Stock.

In order to prevent  dilution  of the rights  granted  under this  Warrant,  the
Exercise  Price shall be subject to adjustment  from time to time as provided in
this  Section  2, and the  number  of shares of  Common  Stock  obtainable  upon
exercise of this  Warrant  shall be subject to  adjustment  from time to time as
provided in this Section 2.

2A. Subdivision or Combination of Common Stock.

If the Company at any time subdivides (by any split, dividend,  recapitalization
or otherwise) its outstanding  Common Stock into a greater number of shares, the
Exercise  Price  in  effect  immediately  prior  to such  subdivision  shall  be
proportionately reduced and the number of shares of Common Stock obtainable upon
exercise of this Warrant shall be proportionately  increased.  If the Company at
any time  combines  (by  reverse  split or  otherwise)  its Common  Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination  shall be  proportionately  increased  and the  number  of shares of
Common Stock  obtainable upon exercise of this Warrant shall be  proportionately
decreased.

2B. Reorganization, Reclassification, Consolidation, Merger or Sale.

Any recapitalization,  reorganization, reclassification,  consolidation, merger,
sale of all or substantially  all of the Company's assets or other  transaction,
in each case which is effected  in such a way that the  holders of Common  Stock
are entitled to receive (either directly or upon subsequent  liquidation) stock,
securities  or assets  with  respect to or in exchange  for the Common  Stock is
referred  to herein as an "Organic  Change."  Prior to the  consummation  of any
Organic  Change,  the  Company  shall make  appropriate  provision  (in form and
substance  satisfactory to the Registered Holders of the Warrants representing a
majority of the Common  Stock  obtainable  upon  exercise of all  Warrants  then
outstanding) to insure that each of the Registered Holders of the Warrants shall
thereafter have the right to acquire and receive,  in lieu of or addition to (as
the case may be) the  number  of shares  Common  Stock  immediately  theretofore
acquirable  and  receivable  upon the exercise of such  holder's  Warrant,  such
shares of stock,  securities  or assets as may be issued or payable with respect
to or in  exchange  for  the  number  of  shares  of  Common  Stock  immediately
theretofore acquirable and receivable upon exercise of such holder's Warrant had
such Organic  Change not taken place.  In any such case,  the Company shall make
appropriate  provision (in form and  substance  satisfactory  to the  Registered
Holders of the  Warrants  representing  a majority of the shares of Common Stock
obtainable upon exercise of all Warrants then  outstanding) with respect to such
holders'  rights and  interests to insure that the  provisions of this Section 2
and  Sections 3 and 4 hereof  shall  thereafter  be  applicable  to the Warrants
(including,  in the case of any such consolidation,  merger or sale in which the
successor  entity or purchasing  entity is other than the Company,  an immediate
adjustment of the Exercise Price to the value for the Common Stock  reflected by
the terms of such consolidation,  merger or sale, and a corresponding  immediate
adjustment  in the number of shares of Common Stock  acquirable  and  receivable
upon  exercise  of the  Warrants,  if the  value so  reflected  is less than the
Exercise  Price in effect  immediately  prior to such  consolidation,  merger or
sale).  The  Company  shall not effect any such  consolidation,  merger or sale,
unless prior to the  consummation  thereof,  the successor entity (if other than
the Company)  resulting from  consolidation  or merger or the entity  purchasing
such assets assumes by written instrument (in form and substance satisfactory to
the  Registered  Holders of  Warrants  representing  a majority of the shares of
Common Stock obtainable upon exercise of all of the Warrants then  outstanding),
the  obligation to deliver to each such holder such shares of stock,  securities
or assets as, in accordance  with the foregoing  provisions,  such holder may be
entitled to acquire.

2C. Certain Events.

If any event occurs of the type contemplated by the provisions of this Section 2
but not expressly provided for by such provisions, then the Company's management
shall make an  appropriate  adjustment  in the Exercise  Price and the number of
shares of Common Stock obtainable upon exercise of this Warrant so as to protect
the rights of the holders of the Warrants.

2D. Notices.

(i)  Immediately  upon any adjustment of the Exercise  Price,  the Company shall
give  written  notice  thereof  to  the  Registered  Holder,  setting  forth  in
reasonable detail and certifying the calculation of such adjustment.

(ii) The Company shall give written notice to the Registered  Holder at least 10
days  prior to the date on which the  Company  intends  to (A) make any pro rata
subscription  offer to holders of Common  Stock or (B)  consummate  any  Organic
Change, dissolution or liquidation.

Section 3. Intention to Exercise.

If the Company gives a notice  described in paragraph (ii) of Section 2D and the
Registered  Holder  informs the Company in writing  within 10 days of receipt of
such  notice that it intends to  exercise  the Warrant in whole or in part,  the
Company shall not make or consummate  the event  described in such notice before
the earlier of (i) the  completion of the exercise of the Warrant in whole or in
part or (ii) 30 days after the date the Registered Holder informs the Company of
its  intention  to  exercise.  If the  event  described  in such  notice  is the
liquidation  of the Company,  whether or not the Registered  Holder  responds to
such  notice,  the  Company  shall pay to the  Registered  Holder the payment or
payments (net of the Exercise Price),  if any, that would have been made to such
Registered  Holder on the Common Stock had this  Warrant been  exercised in full
immediately prior to the liquidation.

Section 4. No Voting Rights; Limitations of Liability.

This Warrant  shall not entitle the holder  hereof to any voting rights or other
rights as a holder of Common Stock in the Company.  No provision  hereof, in the
absence of affirmative action by the Registered Holder to purchase Common Stock,
and no enumeration  herein of the rights or privileges of the Registered  Holder
shall give rise to any liability of such holder for the Exercise Price of Common
Stock  acquirable  by  exercise  hereof or as a holder of a Common  Stock in the
Company.

Section 5. Warrant Exchangeable for Different Denominations.

This Warrant is exchangeable by the Registered Holder, upon the surrender hereof
by the  Registered  Holder  at the  principal  office  of the  Company,  for new
Warrants  of like  tenor  representing  in the  aggregate  the  purchase  rights
hereunder,  and each of such new Warrants  shall  represent such portion of such
rights as is designated by the Registered  Holder at the time of such surrender.
The date the Company  initially  issues this  Warrant  shall be deemed to be the
"Date of Issuance"  hereof  regardless  of the number of times new  certificates
representing the unexpired and unexercised  rights formerly  represented by this
Warrant shall be issued. These Warrants are non - transferable,  except with the
consent of the TSX  Venture.  All Warrants  representing  portions of the rights
hereunder are referred to herein as the "Warrants."

Section 6. Replacement.

Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of
the  Registered  Holder shall be  satisfactory)  of the  ownership and the loss,
theft, destruction or mutilation of any certificate evidencing this Warrant, and
in the case of any such loss,  theft or  destruction,  upon receipt of indemnity
reasonably  satisfactory  to the  Company  (provided  that  if the  holder  is a
financial institution or other institutional investor its own agreement shall be
satisfactory),  or, in the case of any such  mutilation  upon  surrender of such
certificate,  the Company shall (at its expense)  execute and deliver in lieu of
such  certificate a new  certificate of like kind  representing  the same rights
represented by such lost, stolen,  destroyed or mutilated  certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate.

Section 7. Notices.

Except as otherwise  expressly  provided herein, all notices referred to in this
Warrant shall be in writing and shall be delivered personally, sent by reputable
overnight  courier service (charges  prepaid) or sent by registered or certified
mail, return receipt requested, postage prepaid and shall be deemed to have been
given when so delivered  or  deposited  in the mail (i) to the  Company,  at its
principal  executive  offices and (ii) to the Registered Holder of this Warrant,
at such  holder's  address as it appears in the records of the  Company  (unless
otherwise indicated by any such holder).

Section 8. Amendment and Waiver.

Except as  otherwise  provided  herein,  the  provisions  of the Warrants may be
amended  and the  Company  may take any  action  herein  prohibited,  or omit to
perform any act herein  required to be  performed by it, only if the Company has
obtained the written consent of the Registered Holders of Warrants  representing
a  majority  of the  shares of Common  Stock  obtainable  upon  exercise  of the
Warrants;  provided  that no such  action may change the  Exercise  Price of the
Warrants or the number of shares or class of shares  obtainable upon exercise of
each Warrant  without the written  consent of all of the  Registered  Holders of
Warrants.

Section 9. Descriptive Headings; Governing Law.

The descriptive  headings of the several Sections and paragraphs of this Warrant
are inserted for convenience  only and do not constitute a part of this Warrant.
The laws of the Province of British Columbia shall govern all issues  concerning
the relative  rights of the Company and its members and  interpretation  of this
Agreement.  This warrant and all rights pertaining hereto may not be transferred
by the registered holder without the consent of the TSX Venture Exchange.

Section 10. Voting of Shares.

So long as  Registered  Holder  holds at least ten  percent  (10%) of the Shares
issued to Registered  Holder under this Agreement,  Registered  Holder Agrees to
vote all of the  Shares  held by  Registered  Holder at any  annual  or  special
meeting of shareholder in accordance with the  recommendations  of the Company's
chief executive officer.

Section 11. Trading Limitation.

Except as otherwise  permitted  herein,  the Registered Holder shall not, in the
aggregate,  dispose of more than  twenty - five  thousand  (25,000) of the Great
Basin Shares during any one trading day. In addition,  so long as the Registered
Holder continues to hold at least twenty percent (20%) of the Great Basin Shares
held by it upon consummation of the transactions contemplated by this Agreement,
the Registered  Holder shall provide the Company with reasonable  advance notice
of any such sale of the Great Basin Shares.  The Registered  Holder shall not be
obligated to complete any sale of Great Basin shares even if it has provided the
Company with advance  written notice of such sale,  but Registered  Holder shall
notify  Company of its withdrawal of any Great Basin Shares from the market with
respect  to  which  Registered  Holder  of  the  pendency  of a sale  under  any
underwritten  public offering by Company of company's  common stock or any other
Company equity security,  in which event the Registered  Holder shall not effect
any  sales  of any  Great  Basin  Shares  within  Five  (5)  days  prior  to the
commencement  of or during such  underwritten  public  offering.  The Registered
Holder  shall  have the  right to sell any  amount  of Great  Basin  Shares in a
private  transaction,  provided  that (i) any such sale shall not be reported or
reportable on any exchange or other public market where shares of Company are or
may in future be traded,  and (ii) the Buyer in such private  transaction agrees
in writing that,  for a period of six (6) months from and after the date of such
purchase  and sale of Great  Basin  Shares,  such Buyer  shall not sell any such
Great Basin Shares.  In addition,  the  Registered  Holder shall be permitted to
pledge  any number of Great  Basin  Shares to an arm's  length  lender to secure
payment of a bona fide loan or other indebtedness, subject to the terms hereof.


IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant to be signed and
attested by its duly  authorized  officers  and to be dated the Date of Issuance
hereof.

GREAT BASIN GOLD LTD.


By:
Name:
Title:



<PAGE>



                         EXHIBIT I TO WARRANT AGREEMENT
                               EXERCISE AGREEMENT


To:      GREAT BASIN GOLD LTD.
         Suite 1020  -   800 West Pender Street
         Vancouver, B.C. V6C 2V6
         Telephone: (604) 684 -  6365  -   Fax: (604) 684 -  8092
Dated:

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(Certificate  No. W - ___________),  hereby agrees to subscribe for the purchase
of  __________  shares of Common Stock covered by such Warrant and makes payment
herewith in full therefore at the price per share provided by such Warrant.  The
shares shall be issued in the name of and  delivered  as  described  beneath the
signature of the authorized  signatory of the warrant  holder below.  The shares
shall bear the legends referred to in the Warrant. Signature Name Address