<PAGE>
July 1, 1997

                           PRIVILEGED AND CONFIDENTIAL

Richard F. Nanna
Vice President Exploration
4430 W. Commander Drive
Winnemucca, NV 89445

Re:    Termination Agreement

Dear Dick:

GETCHELL Gold  Corporation  (the  "Company")  considers it essential to the best
interests of the stockholders of the Company to foster the continuous employment
of key management  personnel.  In this  connection,  the Board of Directors (the
"Board") of the Company  recognizes that, as is the case with many publicly held
corporations and their subsidiaries and parents,  the possibility of a Change in
Control may exist and that such  possibility,  and the uncertainty and questions
which it may raise among management,  may result in the departure or distraction
of management personnel to the detriment of the Company and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and
encourage  the continued  attention  and  dedication of members of the Company's
management,  including yourself, to their assigned duties without distraction in
the face of potentially disturbing circumstances arising from the possibility of
a Change in Control of the Company.

In  order  to  induce  you  to  remain  in the  employ  of  the  Company  and in
consideration  of your  agreement  set forth in  Subsection  2(ii)  hereto,  the
Company  agrees that you shall receive the severance  benefits set forth in this
letter agreement  ("Agreement") in the event your employment with the Company is
terminated  subsequent  to a "Change in  Control"  of the Company (as defined in
Section 2 hereof)  under the  circumstances  described  below.  This  agreement,
however,  does not otherwise change your employment  arrangements and except for
the  conditions  pertaining to a Change in Control,  your  continued  employment
continues to be subject to the will of the Board of the Company.

   1.  TERM OF AGREEMENT

     This Agreement shall commence on the date hereof and shall continue in
     effect through June


<PAGE>
       30, 2000; provided,  however, if a Change in Control of the Company shall
       have occurred  during the term of this  Agreement,  this Agreement  shall
       continue  in effect  for a period of three (3) years  beyond the month in
       which such Change in Control occurred; provided further, that in no event
       shall this  Agreement  extend  beyond your normal  retirement  age unless
       specifically endorsed to so provide.

   2.  CHANGE IN CONTROL

       (i) No benefits shall be payable hereunder unless there shall have been a
           Change in Control of the Company, as set forth below. For purposes of
           this  Agreement,  a "Change in  Control" of the Company are deemed to
           have occurred if:

           (A) Any "person" (as such term is used in Sections 13(d) and 14(d) of
               the  Securities  Exchange Act of 1934, as amended [the  "Exchange
               Act"], other than a trustee or other fiduciary holding securities
               under an employee  benefit  plan of the Company or a  corporation
               owned, directly or indirectly by the stockholders of the Company,
               in substantially the same proportions as their ownership of stock
               of the Company,  is or becomes the "beneficial owner" (as defined
               in Rule 13d-3 under the Exchange Act), directly or indirectly, of
               securities of the Company  representing  twenty  percent (20%) or
               more of the combined  voting power of the  Company's  outstanding
               securities; or

          (B)  During Any Period Of Two (2) Consecutive Years (Not Including Any
               Period Prior To The Execution Of This Agreement), Individuals Who
               At The Beginning Of Such Period Constitute The Board And Any New
               Director (Other Than A Director Designated By A Person Who Has
               Entered Into An Agreement With The Company To Effect A
               Transaction Described In Clause (A) Or (C) Of This Subsection)
               Whose Election By The Board Or Nomination For Election By The
               Company's Stockholders Was Approved By A Vote Of At Least
               Two-thirds (2/3) Of The Directors Then Still In Office Who Either
               Were Directors At The Beginning Of The Period Or Whose Election
               Or Nomination For Election Was Previously So Approved, Cease For
               Any Reason To Constitute A Majority Thereof; Or

          (C)  The   shareholders   of  the  Company   approve  a  merger  or
               consolidation of the Company with any other corporation, other
               than a merger  or  consolidation  which  would  result  in the
               voting securities of the Company outstanding immediately prior
               thereto   continuing   to   represent   (either  by  remaining
               outstanding or by being  converted  into voting  securities of
               the  surviving  entity) at least eighty  percent  (80%) of the
               combined voting power of the voting  securities of the Company
               or such


<PAGE>
               surviving  entity  outstanding  immediately  after such merger or
               consolidation,  or the  shareholders  of the  Company  approve an
               agreement  for the sale or  disposition  by the Company of all or
               substantially all the Company's assets; or

          (D)  There occurs any "Takeover Event," as such term is defined in the
               Amended and Restated Long-Term  Incentive Plan of the Company, as
               amended  November 4, 1992, or a "Change in Control," as such term
               is defined in the 1996  Long-Term  Equity  Incentive  Plan of the
               Company.

       (ii)   For purposes of this Agreement, a "potential Change in Control" of
              the Company shall be deemed to have occurred if:

          (A)  The Company enters into an agreement,  the  consummation of which
               would  result in the  occurrence  of a Change in  Control  of the
               Company.

          (B)  Any  person  (including  the  Company)   publicly   announces  an
               intention  to  take  or to  consider  taking  actions  which,  if
               consummated, would constitute a Change in Control of the Company.

          (C)  Any person, other than a trustee or other fiduciary holding
               securities under an employee benefit plan of the Company or a
               corporation owned, directly or indirectly, by the stockholders of
               the Company, in substantially the same proportions as their
               ownership of stock of the Company, who is or becomes the
               beneficial owner, directly or indirectly, of securities of the
               Company representing nine and a half (9.5%) percent or more of
               the combined voting power of the Company's then outstanding
               securities, increases his beneficial ownership of such securities
               by five percent (5%) or more over the percentage so owned by such
               person on the date hereof; or

           (D) The Board adopts a resolution to the effect that, for purposes of
               this Agreement, a potential Change in Control has occurred.

You agree that,  subject to the terms and conditions of this  Agreement,  in the
event of a  potential  Change in  Control,  you will remain in the employ of the
Company  until  the  earliest  of (i) a date  which is six (6)  months  from the
occurrence of such potential  Change in Control,  (ii) the termination by you of
your employment by reason of Disability, as defined in Subsection 3(i), or (iii)
the occurrence of a Change in Control of the Company.

   3.  TERMINATION FOLLOWING CHANGE IN CONTROL



<PAGE>
       If any of the events  described in Subsection 2(i) hereof  constituting a
       Change in  Control  of the  Company  shall  have  occurred,  you shall be
       entitled to the benefits provided in Subsection 4(iii) hereof either upon
       the  subsequent  termination of your  employment  during the term of this
       Agreement  unless  such  termination  is (A)  because  of your  death  or
       Disability  as defined in  Subsection  3(i),  or (B) by the  Company  for
       Cause, or by you other than for Good Reason,  in either of which case you
       shall be entitled to the benefits provided in Subsection 4(ii).

       (i)    DISABILITY.  If, as a result of your incapacity due to physical or
              mental  illness,  you shall have been  absent  from the  full-time
              performance   of  your   duties  with  the  Company  for  six  (6)
              consecutive  months,  and within  thirty  (30) days after  written
              notice of  termination is given you shall not have returned to the
              full-time  performance  of your  duties,  your  employment  may be
              terminated for "Disability".

       (ii)   CAUSE.  Termination by the Company of your employment for "Cause"
              shall mean termination upon (A) the willful and continued failure
              by you to substantially perform your duties with the Company
              (other than any such failure resulting from your incapacity due to
              physical or mental illness or any such actual or anticipated
              failure after the issuance of a Notice of Termination by you for
              Good Reason as defined in Subsections 3(iv) and 3 (iii),
              respectively) after a written demand for substantial performance
              is delivered to you by the Board, which demand specifically
              identifies the manner in which the Board believes that you have
              not substantially performed your duties, or (B) the willful
              engaging by you in conduct which is demonstrably and materially
              injurious to the Company, monetarily or otherwise. For purposes
              of this Subsection, no act, or failure to act, on your part shall
              be deemed "willful" unless done, or omitted to be done, by you
              not in good faith and without reasonable belief that your action
              or omission was in the best interest of the Company.
              Notwithstanding the foregoing, you shall not be deemed to have
              been terminated for Cause unless and until there shall have been
              delivered to you a copy of a resolution duly adopted by the
              affirmative vote of not less than three-quarters (3/4) of the
              entire membership of the Board at a meeting of the Board called
              and held for such purpose (after reasonable notice to you and
              opportunity for you, together with your counsel, to be heard
              before the Board), finding that in the good faith opinion of the
              Board you were guilty of conduct set forth above in clauses (A)
              or (B) of the first sentence of this Subsection and specifying
              the particulars thereof in detail.
       (iii)  GOOD REASON.  You shall be entitled to terminate  your  employment
              for Good Reason.  For purposes of this  Agreement,  "Good  Reason"
              shall mean,  without your express written consent,  the occurrence
              after a Change


<PAGE>
               in Control of the Company of any of the  following  circumstances
               unless, in the case of paragraphs (A), (E), (F), (G) or (H), such
               circumstances   are  fully   corrected   prior  to  the  Date  of
               Termination specified in the Notice of Termination, as defined in
               Subsections  3(v)  and  3(iv),  respectively,  given  in  respect
               thereof:

              (A)     The assignment to you of any duties inconsistent with your
                      status  as an  officer  of the  Company  or a  substantial
                      adverse  alteration  in  the  nature  or  status  of  your
                      responsibilities from those in effect immediately prior to
                      the Change in Control of the Company;

              (B)     A  reduction  by the Company in your annual base salary as
                      in  effect  on  the  date  hereof  or as the  same  may be
                      increased  from time to time  except for  across-the-board
                      salary   reductions   similarly   affecting   all   senior
                      executives of the Company and all senior executives of any
                      person or entity  which  accedes  to the  business  of the
                      Company;

         (C)   The   relocation  of  your   principal   office  to  outside  the
               Winnemucca,  Nevada Metropolitan Area, or the Company's requiring
               you to be based anywhere other than in Winnemucca,  Nevada except
               for  required  travel  on the  Company's  business  to an  extent
               substantially   consistent  with  your  present  business  travel
               obligations;

         (D)   The failure by the Company, without your consent, to pay to you
               any portion of your current compensation except pursuant to an
               across-the-board compensation deferral similarly affecting all
               senior executives of the Company and all senior executives of any
               person or entity which accedes to the business of the Company, or
               to pay to you any portion of an installment of deferred
               compensation under any deferred compensation program of the
               Company, within seven (7) days of the date such compensation is
               due;

         (E)   The  failure  by the  Company  to  continue  in effect any
               compensation  plan in which  you  participate  immediately
               prior to the  Change in Control  of the  Company  which is
               material  to your total  compensation,  including  but not
               limited  to  the  Getchell  Gold   Corporation   Long-Term
               Incentive  Plan,  as the plan is amended from time to time
               ("the Long-Term  Incentive  Plan"), or any substitute plan
               adopted prior to the Change in


<PAGE>
               Control,  unless an equitable arrangement (embodied in an ongoing
               substitute  or  alternative  plan) has been made with  respect to
               such  plan,  or the  failure  by the  Company  to  continue  your
               participation therein (or in such substitute or alternative plan)
               on a basis not materially  less  favorable,  both in terms of the
               amount of benefits  provided and the level of your  participation
               relative  to other  participants,  as  existed at the time of the
               Change in Control of the Company;

         (F)   The failure by the Company to continue to provide you with
               benefits substantially similar to those enjoyed by you under
               any of the Company's pension, life insurance, medical,
               health and accident, or disability plans in which you were
               participating at the time of the Change in Control of the
               Company, the taking of any action by the Company which would
               directly or indirectly materially reduce any of such
               benefits or deprive you of any material fringe benefit
               enjoyed by you at the time of the Change in Control of the
               Company, or the failure by the Company to provide you with
               the number of paid vacation days to which you are entitled
               on the basis of years of service with the Company in
               accordance with the Company's normal vacation policy in
               effect at the time of the Change in Control of the Company;

         (G)   The  failure of the  Company to obtain a  satisfactory  agreement
               from any successor to assume and agree to perform this Agreement,
               as contemplated in Section 5 hereof;

          (H)  Any  purported  termination  of  your  employment  which  is  not
               effected  pursuant  to a Notice  of  Termination  satisfying  the
               requirements  of Subsection  (iv) below (and, if applicable,  the
               requirements  of  Subsection  (ii)  above);  for purposes of this
               Agreement, no such purported termination shall be effective; or

     (iv) Any material breach by the Company of any provision of this Agreement.

Your right to terminate your employment pursuant to this Subsection shall not be
affected  by your  incapacity  due to  physical  or mental  illness  unless such
illness constitutes "Disability". Your continued employment shall not constitute
consent to, or a waiver of rights with respect to, any circumstance constituting
Good Reason hereunder.

     (v)  NOTICE OF TERMINATION. Any purported termination of your
          employment by the Company or by you shall be communicated by written
<PAGE>
          Notice of  Termination  to the other party hereto in  accordance  with
          Section  6 hereof.  For  purposes  of this  Agreement,  a  "Notice  of
          Termination"  shall mean a notice  which shall  indicate  the specific
          termination  provision  in this  Agreement  relied  upon and shall set
          forth in  reasonable  detail  the facts and  circumstances  claimed to
          provide a basis for termination of your employment under the provision
          so indicated.

     (vi) DATE OF TERMINATION, ETC. "Date of Termination" shall mean (A) if your
          employment is terminated for Disability, thirty (30) days after Notice
          of Termination is given  (provided that you shall not have returned to
          the full-time  performance  of your duties during such thirty (30) day
          period),  and  (B)  if  your  employment  is  terminated  pursuant  to
          Subsection  (ii) or (iii)  above or for any other  reason  (other than
          Disability),  the date specified in the Notice of Termination  (which,
          in the case of a termination  pursuant to Subsection  (ii) above shall
          not be less than  thirty (30) days,  and in the case of a  termination
          pursuant to Subsection (iii) above shall not be less than fifteen (15)
          nor more than sixty (60) days, respectively, from the date such Notice
          of  Termination  is given);  provided that if within fifteen (15) days
          after any Notice of  Termination is given,  or if later,  prior to the
          Date of Termination (as determined  without regard to this provision),
          the party  receiving  such Notice of  Termination  notifies  the other
          party that a dispute exists  concerning the  termination,  the Date of
          Termination  shall  be the  date  on  which  the  dispute  is  finally
          determined,  either by mutual  written  agreement  of the parties by a
          binding arbitration award, or by a final judgment,  order or decree of
          a court of competent  jurisdiction  (which is not  appealable  or with
          respect  to which the time for appeal  therefrom  has  expired  and no
          appeal  has  been  perfected);  provided  further  that  the  Date  of
          Termination  shall be  extended  by a notice of  dispute  only if such
          notice is given in good faith and the party giving such notice pursues
          the   resolution   of  such   dispute   with   reasonable   diligence.
          Notwithstanding  the  pendency of any such  dispute,  the Company will
          continue to pay you your full  compensation  in effect when the notice
          giving rise to the dispute was given  (including,  but not limited to,
          base salary) and continue you as a  participant  in all  compensation,
          benefit and insurance plans in which you were  participating  when the
          notice  giving  rise to the  dispute  was given,  until the dispute is
          finally  resolved in  accordance  with this  Subsection.  Amounts paid
          under this  Subsection  are in addition to all other amounts due under
          this  Agreement  and shall not be offset  against  or reduce any other
          amounts due under this Agreement.

   4.  COMPENSATION UPON TERMINATION OR DURING DISABILITY

          Following a Change in Control as defined by Subsection 2(i), upon
          termination of your
 <PAGE>
          employment or during a period of disability, you shall be entitled to
          the following benefits:
               (i)  During any period that you fail to perform your full-time
                    duties with the Company as a result of incapacity due to
                    physical or mental illness that does not constitute
                    Disability, you shall continue to receive your base salary
                    at the rate in effect at the commencement of any such
                    period, together with all compensation payable to you under
                    the Long-Term Incentive Plan or other plan during such
                    period, until this Agreement is terminated pursuant to
                    Section 3(i) hereof. Thereafter, or in the event your
                    employment shall be terminated, or by reason of your death,
                    your benefits shall be determined under the Company's
                    retirement, insurance and other compensation programs then
                    in effect in accordance with the terms of such programs;
       (ii)   If your employment shall be terminated by the Company for Cause or
              by you other than for Good Reason, or for Disability or death, the
              Company  shall pay you your full base  salary  through the Date of
              Termination   at  the  rate  in  effect  at  the  time  Notice  of
              Termination  is  given,  plus all other  amounts  to which you are
              entitled  under any  compensation  plan of the Company at the time
              such  payments  are due,  and the  Company  shall  have no further
              obligations to you under this Agreement;

       (iii)    If your employment by the Company shall be terminated (a) by the
                Company  other  than for Cause or  Disability  or (b) by you for
                Good Reason, then you shall be entitled to the benefits provided
                below:

              (A)     The Company  shall pay you your full base  salary  through
                      the Date of  Termination at the rate in effect at the time
                      Notice of Termination is given,  plus all other amounts to
                      which you are entitled under any compensation  plan of the
                      Company,  at the time  such  payments  are due,  except as
                      otherwise provided below.

               (B)  In lieu of any further salary payments to you for periods
                    subsequent to the Date of Termination, the Company shall pay
                    as severance pay to you, a lump sum severance payment
                    (together with the payments provided in Paragraph E below
                    and any payment you may receive pursuant to Paragraph D
                    below, the "Severance Payments") equal to 1.5 times the sum
                    of (i) your annual base salary and (ii) bonuses, averaged
                    over the three (3) years (or such portion of the three (3)
                    years during which you actually were employed by the
                    Company) prior to the occurrence of the circumstances giving
                    rise to the Notice of
<PAGE>


                                                                                
                      Termination.

              (C)     Health  plan,   dental  plan,   life  insurance  plan  and
                      long-term  disability  plan coverage in effect on the Date
                      of  Termination  will continue for a period of twenty four
                      (24) months from the Date of Termination.

               (D)  Except for Incentive Stock Options ("ISO's") which are
                    hereby specifically excluded, in lieu of shares of common
                    stock of the Company ("Company Shares") issuable upon
                    exercise of outstanding options ("Options"), granted to you
                    under the Company's Long-Term Incentive Plan as amended from
                    time to time, or any other plan then in effect (which
                    Options shall be canceled upon the making of the payment
                    referred to below), unless you notify the Company by giving
                    notice in accordance with Section 6 hereof within fifteen
                    (15) days after receipt of Notice of Termination that you do
                    not wish such payment, the Company shall pay to you not
                    later than the fifth day following the Date of Termination,
                    an amount in cash equal to the product of (i) the difference
                    (to the extent that such difference is a positive number)
                    obtained by subtracting the per share exercise price of each
                    Option held by you whether or not then fully exercisable
                    from the higher of (A) the closing price of Company Shares
                    as reported on the American Stock Exchange on the Date of
                    Termination, or (B) the highest per share price for Company
                    Shares actually paid in connection with any Change in
                    Control of the Company, or (C) the highest per share price
                    payable under the terms of the Company's Long-Term Incentive
                    Plans as amended from time to time and (ii) the number of
                    Company Shares covered by each such Option.

               (E)  The Company shall also pay to you all legal fees and
                    expenses incurred by you as a result of such termination
                    (including all such fees and expenses, if any, incurred in
                    contesting or disputing any such termination or in seeking
                    to obtain or enforce any right or benefit provided by this
                    Agreement or in connection with any tax audit or proceeding
                    to the extent attributable to the application of Section
                    4999 of the Internal Revenue Code of 1986, as amended (the
                    "Code") to any payment or benefit provided hereunder).

              (F)     In the event that you become entitled to the payments (the
                      "Severance  Payments")  provided under paragraphs (B),(D),
                      and


<PAGE>


                                                                       
                      (E) above,  or to any other payments or benefits  received
                      or to be  received by you in  connection  with a Change in
                      Control  or  your   termination  of  employment   (whether
                      pursuant to the terms of this Agreement or any other plan,
                      arrangement  or  agreement  with the  Company)  any person
                      whose actions  result in a Change in Control or any person
                      affiliated  with the Company or such person  (collectively
                      with the Severance  Payments,  the "Total Payments) if any
                      of the  Total  Payments  will be  subject  to the tax (the
                      "Excise  Tax")  imposed by Section  4999 of the Code,  the
                      Company  shall  pay  to  you  at  the  time  specified  in
                      paragraph (G) below,  an additional  amount (the "Gross-Up
                      Payment") such that the net amount  retained by you, after
                      deduction of any Excise Tax on the Total  Payments and any
                      federal  income  tax  and  Excise  Tax  upon  the  payment
                      provided  for by this  paragraph,  shall  be  equal to the
                      Total Payments. For purposes of determining whether any of
                      the Total  Payments  will be subject to the Excise Tax and
                      the  amount of such  Excise  Tax,  (i) the Total  Payments
                      shall  be  treated  as  "parachute  payments"  within  the
                      meaning of Section 280G(b)(2) of the Code, and all "excess
                      parachute   payments"   within  the   meaning  of  Section
                      280G(b)(2)  of  the  Code,   and  all  "excess   parachute
                      payments"  within the meaning of Section  280G(b)(1) shall
                      be treated as  subject  to the Excise  Tax,  unless in the
                      opinion  of  tax  counsel   selected   by  the   Company's
                      independent  auditors  and  acceptable  to you such  other
                      payments  or  benefits  (in  whole  or  in  part)  do  not
                      constitute  parachute  payments,  or such excess parachute
                      payments  (in  whole  or  in  part)  represent  reasonable
                      compensation  for services  actually  rendered  within the
                      meaning of Section 280G(b)(4) of the Code in excess of the
                      base amount  within the meaning of Section  280G(b)(3)  of
                      the Code,  or are otherwise not subject to the Excise Tax;
                      (ii) the  amount  of the  Total  Payments  which  shall be
                      treated as subject to the Excise Tax shall be equal to the
                      lesser of (A) the total  amount of the Total  Payments  or
                      (B) the  amount of excess  parachute  payments  within the
                      meaning of Section  280G(b)(1) (after applying clause (i),
                      above; and (iii) the value of any non-cash benefits or any
                      deferred  payment or benefit  shall be  determined  by the
                      Company's  independent  auditors  in  accordance  with the
                      principles of Sections 280G(d)(3) and (4) of the Code. For
                      purposes  of  determining   the  amount  of  the  Gross-Up
                      Payment,  you shall be deemed to pay federal  income taxes
                      at the highest marginal rate of federal income taxation in
                      the calendar  year in which the Gross-Up  Payment is to be
                      made. In the event that


<PAGE>


                                                                                
                      the Excise Tax is subsequently  determined to be less than
                      the amount  taken into  account  hereunder  at the time of
                      termination  of your  employment,  you shall  repay to the
                      Company at the time that the amount of such  reduction  in
                      Excise  Tax is  finally  determined,  the  portion  of the
                      Gross-Up Payment  attributable to such reduction (plus the
                      portion of the Gross-Up Payment attributable to the Excise
                      Tax and federal income tax imposed on the Gross-Up Payment
                      being  repaid  by  you  if  such  repayment  results  in a
                      reduction  in  Excise  Tax  and/or a  federal  income  tax
                      deduction)  plus interest on the amount of such  repayment
                      at the rate provided in Section 1274(b)(2)(B) of the Code.
                      In the event that the Excise Tax is  determined  to exceed
                      the amount taken into account hereunder at the time of the
                      termination of your employment (including by reason of any
                      payment,  the  existence  or  amount  of which  cannot  be
                      determined  at the  time  of the  Gross-Up  Payment),  the
                      Company  shall  make an  additional  gross-up  payment  in
                      respect of such excess  (plus any  interest  payable  with
                      respect  to such  excess)  at the time that the  amount of
                      such excess is finally determined.

               (G)  The payments provided for in paragraphs (B), (D), and (F)
                    above, shall be made not later than the fifth (5th) day
                    following the Date of Termination; provided, however, that
                    if the amounts of such payments cannot be finally determined
                    on or before such day, the Company shall pay to you on such
                    day an estimate, as determined in good faith by the Company,
                    of the minimum amount of such payments and shall pay the
                    remainder of such payments (together with interest at the
                    rate provided in Section 1274(b)(2)(B) of the Code) as soon
                    as the amount thereof can be determined, but in no event
                    later than the thirtieth (30th) day after the Date of
                    Termination. In the event that the amount of the estimated
                    payments exceeds the amount subsequently determined to have
                    been due, such excess shall constitute a loan by the Company
                    to you payable on the fifth (5th) day after demand by the
                    Company (together with interest at the rate provided in
                    Section 1274(b)(2)(B) of the Code).

       (vi)     You shall not be required to mitigate  the amount of any payment
                provided for in this Section 4 by seeking  other  employment  or
                otherwise,  nor  shall  the  amount of any  payment  or  benefit
                provided  for in this  Section 4 be reduced by any  compensation
                earned by you as the result of employment  by another  employer,
                by retirement benefits,  by offset against any amount claimed to
                be owed by you to the Company, or otherwise.


<PAGE>


                                                                                
       (vii)      In  addition  to all other  amounts  payable to you under this
                  Section  4, you shall be  entitled  to  receive  all  benefits
                  payable to you under the  401(k)  Thrift  Plan,  and any other
                  plan or agreement relating to retirement benefits.

   5.  RELATIONSHIP WITH LONG-TERM INCENTIVE PLANS

       In the event of an inconsistency  between the terms of this Agreement and
       the terms of the Company's  Long-Term  Incentive Plans, the terms of this
       Agreement shall control.

   6.  SUCCESSORS: BINDING AGREEMENT

               (i)  The Company will require any successor (whether direct or
                    indirect, by purchase, merger, consolidation or otherwise)
                    to all or substantially all of the business and/or assets of
                    the Company to expressly assume and agree to perform this
                    Agreement in the same manner and to the same extent that the
                    Company would be required to perform it if no such
                    succession had taken place. Failure of the Company to obtain
                    such assumption and agreement prior to the effectiveness of
                    any such succession shall be a breach of this Agreement and
                    shall entitle you to compensation from the Company in the
                    same amount and on the same terms as you would be entitled
                    to hereunder if you terminate your employment for Good
                    Reason following a Change in Control, except that for
                    purposes of implementing the foregoing, the date on which
                    any such succession becomes effective shall be deemed the
                    Date of Termination. As used in this Agreement, "Company"
                    shall mean the Company as hereinbefore defined and any
                    successor to its business and/or assets as aforesaid which
                    assumes and agrees to perform this Agreement by operation of
                    law, or otherwise.

       (ii)   This Agreement shall inure to the benefit of and be enforceable by
              your personal or legal representatives, executors, administrators,
              successors,  heirs,  distributees,  devisees and legatees.  If you
              should  die  while  any  amount  would  still  be  payable  to you
              hereunder if you had continued to live,  all such amounts,  unless
              otherwise  provided  herein,  shall be paid in accordance with the
              terms of this Agreement to your devisee, legatee or other designee
              or, if there is no such designee, to your estate.

   7.  NOTICES

       For the purpose of this Agreement,  notices and all other  communications
       provided for in the Agreement  shall be in writing and shall be deemed to
       have been duly given when delivered or mailed by United States registered
       mail,  return  receipt  requested,  postage  prepaid,  addressed  to  the
       respective  addresses  set  forth on the  first  page of this  Agreement,
       provided  that  all  notice  to the  Company  shall  be  directed  to the
       attention


<PAGE>


                                                                                

       of the Board  with a copy to the  Secretary  of the  Company,  or to such
       other address as either party may have  furnished to the other in writing
       in accordance herewith,  except that notice of change of address shall be
       effective only upon receipt.

   8.  MISCELLANEOUS

       No provision of this  Agreement  may be  modified,  waived or  discharged
       unless such waiver, modification or discharge is agreed to in writing and
       signed by you and such officer as may be  specifically  designated by the
       Board.  No waiver by either party hereto at any time of any breach by the
       other party hereto of, or compliance  with, any condition or provision of
       this  Agreement  to be  performed  by such other  party shall be deemed a
       waiver of similar or  dissimilar  provisions or conditions at the same or
       at any prior or subsequent time. No agreements or  representations,  oral
       or  otherwise,  express or implied,  with  respect to the subject  matter
       hereof have been made by either party which are not  expressly  set forth
       in  this  Agreement.  The  validity,  interpretation,   construction  and
       performance of this Agreement  shall be governed by the laws of the State
       of Delaware.  All  references to Sections of the Exchange Act or the Code
       shall  be  deemed  also to  refer  to any  successor  provisions  to such
       Sections.  Any payments  provided for hereunder  shall be paid net of any
       applicable  withholding  required under federal,  state or local law. The
       obligations  of the Company under Section 4 shall survive the  expiration
       of the term of this Agreement.

   9.  VALIDITY

       The  invalidity  or  unenforceable  ability  or  any  provision  of  this
       Agreement  shall not affect the validity or  enforceability  of any other
       provision of this Agreement, which shall remain in full force and effect.

   10.   COUNTERPARTS

       This  Agreement  may be executed in several  counterparts,  each of which
       shall  be  deemed  to be an  original,  but all of  which  together  will
       constitute one and the same instrument.

If this letter sets forth our  agreement on the subject  matter  hereof,  kindly
sign and return to the Company the enclosed  copy of this letter which will then
constitute our agreement on this subject.

Sincerely yours,

GETCHELL GOLD CORPORATION





<PAGE>


/s/ G. W. Thompson                                                            
G. W. (Bill) Thompson
President and Chief Executive Officer

GWT:mim





ACCEPTED AND AGREED to on this 6 day of July, 1997.


/s/ Richard F. Nanna
Richard F. Nanna