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July 20, 1998

                           PRIVILEGED AND CONFIDENTIAL

Sarah Jones Farmar
16374 Sandstone Drive
Morrison, CO 80465

Re:      Termination Agreement

Dear Sarah:

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 President and Chief Executive Officer
of the Company.

         1.       TERMS 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

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          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 (i) 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
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                                   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 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
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                                   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

                  If any of the events  described  in  Subsection  2(i)
                  hereof  constituting  a  Change  in  Control  of  the
                  Company have  occurred,  you shall be entitled to the
                  benefits  provided in  Subsection  4(iii) hereof 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), (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
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                           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 Company, which demand
                           specifically identifies the manner in which the
                           Company 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.

                  (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 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 a senior
                                    manager  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
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                                    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 Englewood, Colorado
                                    Metropolitan Area, or the Company's
                                    requiring you to be based anywhere other
                                    than in Englewood, Colorado 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
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                                    adopted  prior  to the  Change  in  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,
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                                    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 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
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                     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  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;
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             (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
                              Termination.

                     (C)      Health plan,  dental plan, life insurance plan and
                              long-term disability plan coverage in
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                              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
<PAGE>  12
                              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 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
<PAGE> 13
                              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  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
<PAGE> 14
                              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
<PAGE> 15
                      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.

              (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 PLAN

              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
<PAGE> 16
                       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  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
<PAGE> 17
           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

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

GWT:mim






ACCEPTED AND AGREED to on this 20 day of July, 1998.


/s/ Sarah Jones Farmar
Sarah Jones Farmar