July 1, 1997

                                                     PRIVILEGED AND CONFIDENTIAL

Officer
Title
Address
City, State, Zip Code

Re:    Termination Agreement

Dear Officer:

GETCHELL Gold  Corporation  (the  "Company")  considers it essential to the best
interest  of  its  stockholders  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,  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 hereto) under the circumstances below. This letter,  however, does not
otherwise  change your  employment  arrangements  and except for the  conditions
contained therein 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 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


<PAGE>



       (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" shall be 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 then
                         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 surviving entity outstanding immediately after
                         such merger or consolidation, or the shareholders of
                         the Company approve an agreement for the sale or
                         disposition of all or substantially all the Company's
                         asset; 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.



<PAGE>
     (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 of 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 percent
                (9.5%) 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 of the Company
                has occurred.

           You  agree  that,  subject  to  the  terms  and  conditions  of  this
           Agreement,  in the  event of a  potential  Change in  Control  of the
           Company,  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  of the  Company;  (ii)  the
           termination by your 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

       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
       (a) the subsequent termination of your employment during the term of this
       Agreement,  or (b)  upon  your  Voluntary  Termination  within  365  days
       following  occurrence  of any of such events as  spedified  in Section 2,
       hereof,  unless  such  termination  is  (A)  because  of  your  death  or
       Disability as defined in Section 3 (i), or (B) by the Company for Cause.

     (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


<PAGE>
           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)  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  VOLUNTARY TERMINATION. At any time during a period of 365 consecutive
           days  following  the  occurrence  of any of the events  described  in
           Subsection  2 (i)  hereof  constituting  a Change of  Control  of the
           Company,  you  shall  be  entitled  to  voluntarily   terminate  your
           employment with the Company ("Voluntary  Termination") by a Notice of
           Termination  as  provided  in  Subsection  3 (iv)  hereof.  Upon such
           Voluntary  Termination,   you  shall  be  entitled  to  the  benefits
           described in Subsection 4 (iii) hereof.
                    (iv) 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)
                         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) 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  judgement,   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); provide 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

<PAGE>



              of any such  dispute,  the Company  will  continue to pay you 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 of the  Company,  as defined by  Subsection
       2(i),  upon  termination  of  your  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, you shall
                         continue to receive your base salary at the rate in
                         effect at the commencement of any such period, together
                         will all compensation payable to you under the Getchell
                         Gold Corporation annual 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
           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  of  Disability  or (b) upon  your
              Voluntary  Termination  as set forth in Subsection  3(iii) hereof,
              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 2.0 times the sum of (i) your  annual  base
                salary and (ii) bonuses, averaged over the


<PAGE>



                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
                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 thirty six (36)  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 Option 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 (E) above, or to any other payments or
                         benefits received or to be received by you in
                         connection with a Change in Control of the Company 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

<PAGE>



              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  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)
              in 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  Payment  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 purpose
              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  the  Excise  Tax is
              subsequently  determined  to be less than the  amount  taken  into
              account   hereunder  at  the  time  of  the  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 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  a 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 paragraph (B), (D), and
                         (E) 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 127(b)(2)(B) of the Code) as soon as the
                         amount thereof can be determined, but in no 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
<PAGE>



                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).

     (iv)     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 of 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.

     (v)   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 any inconsistency between the terms of this Agreement and
       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 of the
                         Company, except that for purposes of implementing the
                         foregoing, the date of 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


<PAGE>



       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 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  provisions of this  Agreement  may be modified,  waiver 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 or 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  or 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,

GETCHELL GOLD CORPORATION





ACCEPTED AND AGREED to on this _____ day of ___________________, 1997.


-----------------------------------
Employee Signature