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EMPLOYMENT AGREEMENT

This Employment Agreement (the"Agreement"), is effective as of April 1, 2006, among METALLICA MANAGEMENT INC.,a Colorado corporation ("Corporation"), METALLICA RESOURCES INC., a companyfederally incorporated in Canada ("Metallica") and TROY J, FIERRO ("Executive").

WHEREAS the Executive commencedemployment with the Corporation effective April 1, 2006; 

WHEREAS the Executive and theCorporation have agreed that the ongoing employment of the Executive shall besubject to the terms and conditions set forth herein; and 

WHEREAS the Corporation is awholly-owned subsidiary of Metallica, and pursuant to a management agreementbetween the Corporation and Metallica, the Corporation provides certainmanagerial and administrative services to Metallica and its other subsidiaries.

**NOW THEREFORE**in considerationof the mutual covenants and promises contained herein, and other good andvaluable consideration, the parties hereto agree as follows: 

1.        Employment Duties. The Corporation agrees to continue to employ theExecutive as the Vice President - Operations, and the Executive hereby agrees tocontinue such employment, Moreover, the Executive shall also act as the VicePresident - Operations of Metallica, and shall hold such offices of Metallica'ssubsidiaries (hereafter the "Associated Companies") as shall be assigned to himby the Boards of Directors of the Corporation or Metallica. In such capacities,the Executive shall have responsibility for the supervision and direction of allengineering, metallurgical and operational activities for all mineral assets ofthe Corporation, Metallica and the Associated Companies, and such otheractivities as may be requested from time to time. The Executive shall report to,and accept direction from, the Chief Executive Officer of Metallica. Executiveshall devote substantially all of his time, abilities and attention to thebusiness of the Corporation, Metallica and the Associated Companies and shalluse his best efforts to perform faithfully and efficiently the duties andresponsibilities assigned to Executive. 

2.        Employment Period. Subject to sections 9, 10, 11 and 12 hereof, the termof this Agreement shall commence on the date hereof and shall terminate April 1,2008. Provided, however, that this Agreement shall continue to govern theemployment of the Executive by the Corporation after April 1, 2008 unless eitherthe Corporation or the Executive terminates this Agreement either (i) effectiveApril 1, 2008, by written notice to the other party given not later than October3, 2007, or (ii) after April 1, 2008, upon not less than six months' writtennotice to the other party. 

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3.        Compensation. As compensation for his services hereunder, the Corporationshall pay to the Executive a salary of US$140,000 per annum by equal monthlyinstallments in arrears. The salary shall be reviewed periodically by the Boardof Directors of the Corporation. The Executive may also be eligible for periodicbonuses to be determined by the Board of Directors based upon performance. 

4.        Expenses. The Corporation shall reimburse the Executive for suchtraveling, hotel, entertainment and other out-of-pocket expenses as he may fromtime to time properly incur while conducting the businesses of the Corporation,Metallica, or the Associated Companies and as may be approved by the ChiefExecutive Officer of the Corporation. 

5.        Benefits. The Executive shall be entitled to such other benefits and tosuch holidays to be agreed upon by the Executive and the Corporation. Thesebenefits and holidays shall include, but not be limited to: eligibility in theCorporation's 401 -k plan; health, dental and disability insurance; and lifeinsurance at two times annual salary. The Executive shall be entitled to fourweeks of paid annual vacation. The maximum number of accrued and unused vacationhours that can be carried over from one calendar year to the following calendaryear is 160 hours. 

6.        Stock Options. The Executive shall be entitled to participate in theCorporation's stock option plan to the extent and upon such terms as may bedetermined from time to time by the Board of Directors of the Corporation. TheExecutive shall be granted at the commencement of employment 225,000 optionsunder this plan, priced according to the fair market value as determined by theToronto Stock Exchange practices. These options will be for a five year termwith 75,000 vesting immediately, 75,000 vesting after year one and the balanceafter year two. 

7.        Nonsolicitation. The Executive shall not at any time either during hisemployment by the Corporation and/or for a period of two years thereafterattempt to induce any person to leave the employment of the Corporation,Metallica or the Associated Companies. 

8.        Confidentiality / Trade Secrets. The Executive acknowledges that in thecourse of carrying out, performing and fulfilling his duties with theCorporation, Metallica or the Associated Companies, he has had and will haveaccess to and be entrusted with the Corporation, Metallica and the AssociatedCompanies' trade secrets and with detailed confidential information concerningthe present and contemplated exploration projects, prospects and opportunitiesof the Corporation, Metallica and the Associated Companies. The Executiveacknowledges that the disclosure of any such trade secrets or confidentialinformation to the competitors of the Corporation, Metallica or the AssociatedCompanies or to the general public would be highly detrimental to the bestinterests of the Corporation, Metallica and the Associated Companies. TheExecutive further acknowledges and agrees that the right to maintain such tradesecrets and detailed confidential information constitutes a proprietary rightwhich the Corporation, Metallica and the Associated Companies are entitled toprotect. Accordingly, the Executive covenants and agrees with the Corporationand Metallica that he will not (either during the continuance of his employmentby the Corporation, Metallica or the Associated Companies or at any timethereafter) disclose any such trade secrets or confidential information to anyperson nor shall he use the same for any purpose other than those of theCorporation, Metallica or the Associated Companies unless such information isotherwise known to the public. 

9.        Termination by the Corporation. Notwithstanding section 2 hereof, butsubject to sections 10, 11 and 12 hereof, the Corporation may terminate theemployment of the Executive: 

(a)    For Good Cause (as defined below) and in such event the Executive shall not beentitled to any payment on account of such termination, other than compensationdue him in respect of the period ending on the date of termination. 

(b)    If the Executive dies or becomes disabled (any such disability to be assessedunder applicable laws) and in such event the Executive shall not be entitled toany payment on account of such termination, other than compensation due him inrespect of the period ending on the date of termination. 

(c)    Upon six months' notice and in such event the Executive shall not be entitled toany payment on account of such termination, other than compensation due him inrespect of the period ending on the date of termination. 

10.       Change of Control. In the event that following a Change of Control (ashereinafter defined), either: 

(a)    the Corporation terminates the employment of the Executive other than for GoodCause (as hereinafter defined); or 

(b)    the Executive resigns from his employment hereunder for Good Reason (ashereinafter defined) within six months following the Change of Control, 

the Corporation shall pay to the Executive a lump sum in cashon the date of termination or resignation an amount equal to three times theExecutive's annual salary in effect for the financial year of the Corporationduring which the Change of Control occurs, 

11.       Definitions. For the purposes of this Agreement: "Change of Control"means: 

(a)    the acquisition by any "offerer" (as defined in Part XX of the Securities Act(Ontario)) of beneficial ownership of more than 50% of the outstanding votingsecurities of Metallica, by means of a takeover bid **or**otherwise;
(b)    any consolidation or merger of Metallica in which Metallica is not thecontinuing or surviving corporation or pursuant to which shares of Metallicawould be converted into cash, securities or other property, other than a mergerof Metallica in which shareholders immediately prior to the merger have the sameproportionate ownership of stock of the surviving corporation immediately afterthe merger; 

(c)    any sale, lease, exchange or other transfer (in one transaction or a series orrelated transaction) of all or substantially all of the assets of Metallica; or

(d)    the approval by the shareholders of Metallica of any plan of liquidation ordissolution of Metallica. 

"Good Reason" means any circumstancein which the Executive is induced by actions of the Corporation, Metallica orthe Associated Companies to terminate his employment other than on a purelyvoluntary basis, and without limiting the generality of the foregoing shallinclude; 

(a)    a reduction or diminution in the level of responsibility, title or office of theExecutive; 

(b)    a reduction in the compensation level of the Executive, taken as a whole; 

(c)    forced relocation to another geographic location; or 

(d)    the failure of the Corporation or any successor corporation to maintainsubstantially similar employment terms with the Executive after the Change ofControl as were in existence prior to the Change of Control. 

"Good Cause" means:

(a)    the conviction, or plea of *nolo contendere,*of the Executive on a felonycharge;
(b)    a willful failure of the Executive to perform the duties necessary to carry outthe Executive's responsibilities which failure has not been cured within ten(10) business days after a written notice setting forth such failure has beengiven to the Executive; 

(c)    dishonest conduct taken by or committed at the request of Executive which isintentional and materially injurious to the Corporation; or 

(d)    the repeated willful violations by the Executive of the Executive's obligationsunder this Agreement. 

12.        Termination by the Executive. The Executive may terminate his employmentwith the Corporation upon six months' notice and in such event the Executiveshall not be entitled to any payment on account of such termination, other thancompensation due him in respect of the period ending on the date of termination.

13.        Moving Expenses. The Corporation will reimburse the Executive forreasonable moving costs from Coeur d'Alene, Idaho to Colorado. This reimbursmentwill include realtor commissions and closing costs associated incurred inselling Executive's Coeur d'Alene residence and other reasonable expensesincurred in connection with transporting household goods, up to a mutuallyagreed maximum amount, and transportation for Executive and his family toColorado. The Corporation will also provide Executive and his family with up tosix weeks of temporary living expenses, up to a mutually agreed maximum amount.It****is understood that Executive does not intend to relocate to Coloradountil the Spring of 2007. 

14.        Severability. All of the provisions of this Agreement including withoutlimitation section 7, are intended by the parties hereto as separate thedivisible provisions and, if, for any reason, any one of them (or part thereof)is held to be invalid or unenforceable, neither the validity nor theenforceability of any other provision (or part thereof) shall be affectedthereby. Executive agrees that the restrictions imposed by section 7 isreasonable in scope and duration and acknowledges that he has or shall receivesufficient consideration from Corporation to make enforceable the restrictionsand limitations contained in section 7 of this Agreement. 

15.        Notice. Any notice in writing required to be given to the Executivehereunder shall be sufficiently given if delivered to the Executive personallyor mailed by registered mail, postage prepaid, addressed to the Executive at hislast residential address known to the Secretary of the Corporation. Any suchnotice mailed as aforesaid shall be deemed to have been received by theExecutive on the third business day following the date of mailing. Any notice inwriting required or permitted to be given to the Corporation hereunder shall begiven by registered mail, postage prepaid, addressed to its head office. Anysuch notice mailed as aforesaid shall be deemed to have been received by theCorporation on the third business day following the date of mailing. Any suchaddress for the giving of notices hereunder may be changed by notice in writinggiven hereunder. 

16.        Previous Agreements Terminated and Cancelled. Any and all previousagreements written or oral, between the parties hereto or on their behalfrelating to the employment of the Executive by the Corporation, are herebyterminated and cancelled, and each of the parties hereto hereby releases andforever discharges the other of and from all manner of actions, causes ofaction, claims and demands whatsoever under or in respect of any suchagreements. 

17.        Governing Law. The provisions of this Agreement shall be governed by andinterpreted in accordance with the laws of the State of Colorado, withoutreference to the principals of conflicts of laws thereunder, and each of theparties hereto by their execution of this Agreement irrevocably agrees to thejurisdiction of the courts of Denver, Colorado. 

18.        Assignment. This Agreement is personal to the Executive and shall not beassignable by the Executive. This Agreement shall be assignable by theCorporation. 
**IN **WITNESS WHEREOF**the parties hereto have set their hands and seals as of thedate first above written.**