VISTA GOLD CORP, 10-K, 1999-03-31

VISTA GOLD CORP
10-K, 1999-03-31
GOLD AND SILVER ORES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from - to -

Commission File Number 1-9025

- ------------------------------------------------------------------------------
VISTA GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)

Continued under the laws of the None
Yukon Territory (IRS Employer Identification
(State or other Jurisdiction of Number)
Incorporation or Organization)

Suite 3000
370 Seventeenth Street
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)

(303) 629-2450
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
- ------------------------------------------------------------------------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common shares without par value American Stock Exchange
The Toronto Stock Exchange

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.

INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS); AND (2) HAS BEEN SUBJECT TO
THE FILING REQUIREMENTS FOR THE PAST 90 DAYS: Yes /X/ No / /

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K: /X/

AGGREGATE MARKET VALUE OF OUTSTANDING COMMON SHARES HELD BY NON-AFFILIATES:
As of March 24, 1999, the aggregate market value of outstanding Common Shares
of the registrant held by non-affiliates was approximately $15,485,880.

OUTSTANDING COMMON SHARES:
As of March 24, 1999, 90,715,040 Common Shares of the registrant were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:
To the extent herein specifically referenced in Parts III and IV, the
Management Information and Proxy Circular for the registrant's 1999 Annual
General Meeting. See Parts III and IV.
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TABLE OF CONTENTS

<TABLE>
<S> <C>
GLOSSARY . . . . . . . . . . . . . . . . . . 1
CURRENCY . . . . . . . . . . . . . . . . . . 3
METRIC CONVERSION TABLE. . . . . . . . . . . 3
UNCERTAINTY OF FORWARD-LOOKING
STATEMENTS . . . . . . . . . . . . . . . . 3

PART I

ITEM 1. BUSINESS . . . . . . . . . . . . . . 4
Overview . . . . . . . . . . . . . . . . 4
Segmented Financial Information. . . . . 5
Corporate Organization Chart . . . . . . 5
Significant Developments in 1998 . . . . 5
Refining and Marketing . . . . . . . . . 7
Exploration and Business Development . . 8
Property Interests and Mining Claims . . 9
Reclamation. . . . . . . . . . . . . . . 9
Government Regulation. . . . . . . . . .10
Environmental Regulation . . . . . . . .10
Competition. . . . . . . . . . . . . . .10
Employees. . . . . . . . . . . . . . . .11
Risk Factors . . . . . . . . . . . . . .11

ITEM 2. PROPERTIES . . . . . . . . . . . . .13
Operations . . . . . . . . . . . . . . .13
Hycroft Mine . . . . . . . . . . . . . .13
Amayapampa and Capa Circa Properties . .21
Exploration Properties . . . . . . . . .30
1998 Exploration Expenditures. . . . . .33
1999 Exploration Plan. . . . . . . . . .33

ITEM 3. LEGAL PROCEEDINGS. . . . . . . . . .33

ITEM 4. SUBMISSION OF MATTERS TO
VOTE OF SECURITY HOLDERS . . . . . . . . .34

PART II

ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS. . . . . . . . . . . .34
Price Range of Common Shares . . . . . .34
Dividends. . . . . . . . . . . . . . . .34
Exchange Controls. . . . . . . . . . . .34
Certain Canadian Income Tax
Considerations for Non-Residents
of Canada . . . . . . . . . . . . .35

ITEM 6. SELECTED FINANCIAL DATA. . . . . . .36
Selected Financial Data. . . . . . . . .36
United States$/Canadian$
Exchange Rates . . . . . . . . . . . .37

ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . .38
Introduction . . . . . . . . . . . . . .38
Results of Operations. . . . . . . . . .38
Outlook. . . . . . . . . . . . . . . . .43
</TABLE>

<TABLE>
<S> <C>
ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES
ABOUT MARKET RISK. . . . . . . . . . . . .44
Commodity Price Risk . . . . . . . . . .44
Interest Rate Risk . . . . . . . . . . .45
Foreign Currency Exchange Rate Risk. . .45

ITEM 8. CONSOLIDATED FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA. . . . .46
Report of Independent Accountants. . . .46
Consolidated Financial Statements. . . .47
Notes to Consolidated Financial
Statements . . . . . . . . . . . . . .51

ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.. . . . . . . . .68

PART III

ITEM 10. DIRECTORS AND OFFICERS
OF REGISTRANT. . . . . . . . . . . . . . .68
Directors. . . . . . . . . . . . . . . .68
Executive Officers . . . . . . . . . . .69
Executive and Audit Committees . . . . .70

ITEM 11. COMPENSATION OF
DIRECTORS AND OFFICERS . . . . . . . . . .70

ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.. . . . . . . . . . . . . . . .71

ITEM 13. CERTAIN RELATIONSHIP AND
RELATED TRANSACTIONS . . . . . . . . . . .71

PART IV

ITEM 14. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K. . . . . . . . . . . .72
Documents Filed as Part of Report. . . .72
Reports on Form 8-K. . . . . . . . . . .76
SUPPLEMENTAL INFORMATION . . . . . . . . . .76
SIGNATURES . . . . . . . . . . . . . . . . .77
</TABLE>

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GLOSSARY

"ADIT" means a horizontal or nearly horizontal passage driven from the
surface for the working or unwatering of a mine.

"AMALGAMATION" means the amalgamation of Granges and Da Capo effective on
November 1, 1996.

"ASSAY" means to test ores or minerals by chemical or other methods for the
purpose of determining the amount of valuable metals contained.

"BRECCIA" means rock consisting of fragments, more or less angular, in a
matrix of finer-grained material or of cementing material.

"CLAIM" means a mining title giving its holder the right to prospect, explore
for and exploit minerals within a defined area.

"COMMON SHARES" means common shares without par value of Vista Gold.

"CORPORATION" means the consolidated group consisting of Vista Gold Corp. and
its subsidiaries Hycroft Resources & Development, Inc., Hycroft Lewis Mine,
Inc., Vista Gold Holdings Inc., Vista Gold U.S. Inc., Granges Inc., Vista
Gold (Antigua) Corp., Sociedad Industrial Yamin Limitada and Mineral Ridge
Resources Inc.

"CUT-OFF GRADE" means the minimum grade of ore used to establish reserves.

"DA CAPO" means Da Capo Resources Ltd., a predecessor of Vista Gold.

"DEPOSIT" means an informal term for an accumulation of mineral ores.

"DIAMOND DRILL" means a rotary type of rock drill that cuts a core of rock
and is recovered in long cylindrical sections, two centimetres or more in
diameter.

"DOR" means unrefined gold and silver bullion consisting of approximately 90%
precious metals which will be further refined to almost pure metal.

"FLOTATION" means a process whereby value minerals are separated from waste
by attaching them to air bubbles in a pulp by the use of small amounts of
chemicals.

"GRANGES" means Granges Inc., a predecessor of Vista Gold.

"HEAP LEACH" means a gold extraction method that percolates a cyanide
solution through crushed ore heaped on an impervious pad or base.

"HYCROFT INC." means Hycroft Resources & Development, Inc., an indirect
wholly-owned subsidiary of Vista Gold.

"HYCROFT LEWIS" means Hycroft Lewis Mine, Inc., an indirect wholly-owned
subsidiary of Vista Gold.

"MERRILL-CROWE" means a process for recovering gold from solution by
precipitation with zinc dust.

"MINERALIZATION" means material containing valuable minerals.

"MINERAL RIDGE INC." means Mineral Ridge Resources Inc., an indirect
wholly-owned subsidiary of Vista Gold.

"MONTREAL TRUST" means Vista Gold's registrar and transfer agent, Montreal
Trust Company of Canada.

"ORE" means material containing valuable minerals that can be economically
extracted.

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"OXIDE RESERVE" or "OXIDE RESOURCE" means mineralized rock in which some of
the original minerals have been oxidized. Oxidation tends to make the ore
more porous and permits a more complete permeation of cyanide solutions so
that minute particles of gold in the interior of the minerals will be more
readily dissolved.

"PROBABLE RESERVES" means reserves for which quantity and grade and/or
quality are computed from information similar to that used for proven
reserves, but the sites for inspection, sampling and measurement are farther
apart or are otherwise less adequately spaced. The degree of assurance,
although lower than that for proven reserves, is high enough to assume
continuity between points of observation.

"PROVEN RESERVES" means reserves for which (a) quantity is computed from
dimensions revealed in outcrops, trenches, workings or drill holes; grade
and/or quality are computed from the results of detailed sampling and (b) the
sites for inspection, sampling and measurement are spaced so closely and the
geologic character is so well defined that size, shape, depth, and mineral
content of reserves are well-established.

"RECOVERY" means that portion of the metal contained in the ore that is
successfully extracted by processing, expressed as a percentage.

"RESERVES" or "ORE RESERVES" mean that part of a mineral deposit which could
be economically and legally extracted or produced at the time of the reserve
determination.

"RESOURCE" or "MINERAL RESOURCE" means a deposit or concentration of minerals
for which there is sampling information and geologic understanding for an
estimate to be made of the contained minerals.

"RUN-OF-MINE" refers to ore of a size that can be mined without further
crushing.

"SAMPLING" means selecting a fractional, but representative, part of a
mineral deposit for analysis.

"STOPE" means an underground excavation that is made by removing ore from the
surrounding rock.

"STRIKE", when used as a noun, means the direction, course or bearing of a
vein or rock formation measured on a level surface and, when used as a verb,
means to take such direction, course or bearing.

"STRIKE LENGTH" means the longest horizontal dimension of an ore body or zone
of mineralization.

"STRIPPING RATIO" means the ratio between waste and ore in an open pit mine.

"SULFIDE" means a compound of sulfur and some other element.

"TAILINGS" means material rejected from a mill after most of the valuable
minerals have been extracted.

"TRENCHING" means prospecting in which subsurface strata are exposed by
digging pits across the strike of a lode.

"VEIN" means a fissure, fault or crack in a rock filled by minerals that have
travelled upwards from some deep source.

"VISTA GOLD" means Vista Gold Corp.

"VOLCANICLASTIC" means derived by ejection of volcanic material from a
volcanic vent.

"WASTE" means rock lacking sufficient grade and/or other characteristics of
ore.

"YAMIN" means Sociedad Industrial Yamin Limitada, a direct wholly-owned
subsidiary of Vista Gold.

"ZAMORA" means Zamora Gold Corp.

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CURRENCY

Unless otherwise specified, all dollar amounts in this report are expressed
in United States dollars.

The exchange rate at the end of each of the five years to December 31, 1998,
and the average, the high and the low rates of exchange for each year in that
five year period, are set forth in "Item 6. Selected Financial Data - United
States$/Canadian$ Exchange Rates". These exchange rates are expressed as the
amount of United States funds equivalent to one Canadian dollar, being the
noon buying rates in New York City for cable transfers in Canadian dollars,
as certified for customs purposes by the Federal Reserve Bank of New York.
On March 24, 1999, this noon buying rate was $1.5040 (Cdn.$1.00 equals
U.S.$0.6649).

METRIC CONVERSION TABLE

<TABLE>
<CAPTION>
TO CONVERT IMPERIAL MEASUREMENT UNITS TO METRIC MEASUREMENT UNITS MULTIPLY BY
<S> <C> <C>
Acres................................ Hectares................... 0.4047
Feet................................. Metres..................... 0.3048
Miles................................ Kilometres................. 1.6093
Tons (short)......................... Tonnes..................... 0.9071
Gallons.............................. Litres..................... 3.7850
Ounces (troy)........................ Grams...................... 31.103
Ounces (troy) per ton (short)........ Grams per tonne............ 34.286
</TABLE>

UNCERTAINTY OF FORWARD-LOOKING STATEMENTS

This document, including any documents that are incorporated by reference as
set forth on the face page under "Documents incorporated by reference",
contains forwarding-looking statements concerning, among other things,
projected annual gold production, mineral resources, proven or probable
reserves and cash operating costs. Such statements are typically punctuated
by words or phrases such as "anticipates", "estimates", "projects",
"foresees", "management believes", "believes" and words or phrases of similar
import. Such statements are subject to certain risks, uncertainties or
assumptions. If one or more of these risks or uncertainties materialize, or
if underlying assumptions prove incorrect, actual results may vary materially
from those anticipated, estimated or projected. Important factors that could
cause actual results to differ materially from those in such forward-looking
statements are identified in this document under "Item 1. Business - Risk
Factors". Vista Gold assumes no obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or changes in
other factors affecting such statements.

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PART I

ITEM 1. BUSINESS.

OVERVIEW

The Corporation is engaged, directly and through joint ventures, in the
exploration for and the acquisition, development and operation of mineral
properties in North and South America. Since 1971, the Corporation and its
predecessor companies have held participating interests in seven mines, four
of which were discovered by the Corporation. The Corporation has also
operated five of the seven mines.

During 1998, the Corporation's primary mining operation and principal source
of earnings was the Hycroft mine (formerly known as the Crofoot/Lewis mine)
in Nevada, U.S.A. which produces gold and by-product silver. See "Item 2.
Properties - Hycroft Mine". In 1998, the Corporation acquired the Mineral
Ridge mine, a gold property also located in Nevada. See "Item 2. Properties -
Mineral Ridge Mine". The Corporation owns the Amayapampa and Capa Circa gold
properties in Bolivia for which a feasibility study was completed in 1997.
See "Item 2. Properties - Amayapampa and Capa Circa Properties". The
Corporation has approximately 12 additional mineral properties in North and
South America covering approximately 123,500 acres (50,000 hectares) in
various stages of evaluation. Vista Gold owns a 26.5% equity interest in
Zamora Gold Corp., a Canadian mineral exploration company with interests in
mineral concessions in southern Ecuador. See "Item 2. Properties -
Exploration Properties - Ecuador". The Corporation has approximately 427
full-time permanent employees.

The Corporation derives all of its current revenues from the sale of gold
extracted from the Hycroft mine and the Mineral Ridge mine. In fiscal 1996,
1997 and 1998, revenues from sales of gold were $35 million, $40 million and
$37 million, respectively.

Vista Gold was originally incorporated on November 28, 1983 under the name
"Granges Exploration Ltd.". In November 1983, Granges Exploration Ltd.
acquired all the mining interests of Granges AB in Canada. On June 28, 1985,
Granges Exploration Ltd. and Pecos Resources Ltd. amalgamated under the name
"Granges Exploration Ltd." and on June 9, 1989, Granges Exploration Ltd.
changed its name to "Granges Inc.". On May 1, 1995, Granges and Hycroft
Resources & Development Corporation were amalgamated under the name "Granges
Inc.". Effective November 1, 1996, Granges and Da Capo amalgamated under the
name "Vista Gold Corp.". Effective December 19, 1997, Vista Gold was
continued from British Columbia to the Yukon Territory, Canada under the
BUSINESS CORPORATIONS ACT (Yukon Territory).

The current addresses, telephone and facsimile numbers of the offices of
Vista Gold are:

EXECUTIVE OFFICE REGISTERED AND RECORDS OFFICE
Suite 3000 - 370 Seventeenth Street 200 - 204 Lambert Street
Denver, Colorado, USA Whitehorse, Yukon Territory, Canada
80202 Y1A 3T2
Telephone: (303) 629-2450 Telephone: (867) 667-7600
Facsimile: (303) 629-2499 Facsimile: (867) 667-7885

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SEGMENTED FINANCIAL INFORMATION

The Corporation operates in the mining industry in Canada, the United States
and Latin America. For information on the Corporation's sales, earnings from
operations and identifiable assets by geographic area, see note 11 to the
consolidated financial statements for the year ended December 31, 1998 under
"Item 8. Consolidated Financial Statements and Supplementary Data - Notes to
Consolidated Financial Statements".

CORPORATE ORGANIZATION CHART

The name, place of incorporation, continuance or organization, and percent of
voting securities owned or controlled by Vista Gold as of December 31, 1998
for each subsidiary of Vista Gold is set out below.

[CHART]

SIGNIFICANT DEVELOPMENTS IN 1998

ACQUISITION OF MINERAL RIDGE MINE

On October 21, 1998, the Corporation acquired the Mineral Ridge mine through
the purchase of all of the shares of Mineral Ridge Resources Inc. from
Cornucopia Resources Ltd. in consideration for 1,562,000 Common Shares of
Vista Gold with an aggregate value of $250,000 and Vista Gold subscribing on
a private placement basis for 2,777,777 common shares of Cornucopia with an
aggregate value of $250,000. At December 31, 1998, proven and probable
reserves at the Mineral Ridge mine were estimated at 4 million tons at a
grade of 0.06 ounces per ton containing 243,000 ounces of gold. Prior to the
acquisition of the Mineral Ridge mine by the Corporation, the mine had been
shut down since December 1997. Gold production for 1999 is estimated to be
between 40,000 to 45,000 ounces.

HYCROFT MINE

In 1998, the Hycroft mine produced 112,685 ounces of gold and 235,636 ounces
of silver. The Corporation had previously announced that mining activities
would be suspended in May 1998, but

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mining activities were extended until December 1998 as a result of higher
than expected grades at the Brimstone pit. Mining activities were reduced and
subsequently suspended in December 1998. Production of gold will continue
from ore stockpiled on the heaps leach pads during previous years. Gold
production for 1999 is estimated to be approximately 25,000 ounces. In
December, Vista Gold accepted an offer to sell four of the eight remaining
150-ton haul trucks at the Hycroft mine for $2.2 million.

ZAMORA GOLD CORP.

Effective July 8, 1998, Zamora Gold Corp., a corporation in which Vista Gold
is a significant shareholder, completed the acquisition of various property
interests in Ecuador from Compania Minera Gribipe S.A., an Ecuadorian mineral
exploration company. As a condition of the transaction, Zamora issued 39.5
million common shares to Gribipe for the acquisition of the property interest
and an additional 7.6 million common shares to Vista Gold in settlement of
debts owed to Vista Gold by Zamora. As a result of these transactions, Vista
Gold's ownership of Zamora was reduced from 48.7% to 26.5%.

EXPLORATION

In 1998, exploration was curtailed due to lack of sufficient funds to operate
a program. Nevertheless, Vista Gold was able to compile data from ongoing
projects to further some of its goals. Vista Gold also conducted numerous
exploration reviews and reserve audits for acquisition and development
opportunities.

The Capa Circa project in Bolivia underwent a sampling and close-spaced
resampling program of underground workings, finished in December 1998.
Underground workings were resampled at an average sparing of approximately
one metre (three feet) and compared to earlier five metre (16 foot) samples.
In addition, the sampling program encountered new mineralization in the lower
workings of the Capa Circa mine.

The Capa Circa program established the existence of five gold bearing vein
sets that continue through the lowest levels and sublevels of the mine. A
resource has been calculated at 179,600 tonnes of material containing 46,021
ounces of gold, with an average grade of eight grams per tonne (0.23 ounces
per ton). The resource includes a dip extent of 100 metres (328 feet),
however further drilling or underground exploration may extend both the
strike and dip of these veins.

At the newly acquired Mineral Ridge project, the Corporation drilled 30
reverse-circulation drill holes. The program consisted of 4,750 feet (1,448
metres) of drilling. Mineralization was encountered at the Blue Lite zone,
extending known mineralization 250 feet (76 metres) to the south. In the Mary
Pit area, 13 of 23 holes intersected mineralization above the cutoff grade.
These holes were drilled around the margins of the Mary Pit to increase
reserves and to attempt to reduce the stripping ratio in critical areas.
Further drilling and analysis in 1999 will complete the program.

Joint venture-funded exploration totalled $290,000 on two properties located
in Canada and one located in Bolivia. Falconbridge Limited performed initial
drill testing on the Manville project. Phelps Dodge Corp. performed initial
drill testing on the Isle project. Broken Hill Proprietary Company Limited
("BHP") performed wide spaced drilling at the Iroco project in Bolivia. BHP
terminated its option to explore the Iroco project in Bolivia.

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<PAGE>

The Blackwater-Davidson joint venture in British Columbia Kennecott Canada
Exploration Inc. was terminated, as well as the Dave Option in British
Columbia.

In 1998, exploration by Zamora was focused on developing gold reserves at the
formerly producing, Campanillas mine. Also, reconnaissance exploration was
carried out on the Campanillas mine and Nambija I concessions.

REFINING AND MARKETING

The Hycroft mine produces dore which is processed by Metalor USA Refining
Corporation in North Attleboro, Massachusetts. Gold and silver can be sold on
numerous markets throughout the world, and the market price is readily
ascertainable. Alternate refiners for silver and gold produced from the
Hycroft mine are available if necessary. As a result of the large number of
available gold and silver purchasers, the Corporation is not dependent upon
the sale to any one customer of either its gold or silver.

GOLD AND SILVER SALES

The profitability of gold and silver mining is directly related to the market
price of the metal compared with the cost of production. The following is a
brief description of factors affecting, and historical trends in, the market
prices of gold and silver, which account for most of the Corporation's
revenue. A description of the Corporation's hedging and forward sales
commitments also follows.

Gold prices fluctuate widely and are affected by numerous factors, including
expectations with respect to the rate of inflation, the market value of
various currencies (specifically, the United States dollar relative to other
currencies), interest rates, global and regional political and economic
circumstances and governmental policies with respect to gold holdings by a
nation or its citizens.

The demand for and supply of gold affect gold prices but not necessarily in
the same manner as supply and demand affect the prices of other commodities.
The supply of gold consists of a combination of new mine production and
existing stocks of bullion and fabricated gold held by governments, public
and private financial institutions, industrial organizations and private
individuals.

The price of silver, while related somewhat to the price of and affected to
some extent by the same factors as gold, is more subject to normal supply and
demand factors. Silver has a wide range of industrial uses on the demand side
and is subject to both mine production and substantial secondary supply from
scrap and dishoarding on the supply side. Silver inventories held by metal
exchanges remained high during the 1980s and 1990s and lower industrial and
consumer demand and relatively high interest rates continued to depress the
price of silver during much of that period.

The following table sets out the annual high and low gold prices per troy
ounce in the London bullion market in United States dollars for the years
indicated:

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On December 30, 1998, the afternoon fixing price of gold on the London
bullion market was $287.80 per ounce.

The following table sets out the annual high and low silver price per ounce
(Handy & Harman New York Prices) in United States dollars for the years
indicated:

On December 31, 1998, the Handy & Harman price for silver was $5.05 per ounce.

HEDGING AND METAL SALES COMMITMENTS

The Corporation may from time to time protect against falling gold prices
through forward sales of future production. Under this hedging process, the
sale price of gold to be delivered at a future date is fixed at the time the
forward sale is made, thus eliminating the effect of any future gold price
fluctuations. Revenue from these forward sales is recognized when the gold is
due to be delivered. At December 31, 1998, the Corporation had forward sales
commitments covering approximately 100,000 ounces of gold at an average price
of $330 with various expiration dates up to December 1999. Vista Gold's Board
of Directors regularly reviews the Corporation's forward sales arrangements.
The level of future forward sales will depend in part upon the Corporation's
assessment of gold market conditions at the relevant time.

EXPLORATION AND BUSINESS DEVELOPMENT

The Corporation's exploration and business development activities are focused
on gold. In the United States, the Corporation has exploration projects at
the Hycroft mine and the Mineral Ridge mine located in Nevada. In Bolivia,
the Amayapampa properties represent both a development and an exploration
project. The Capa Circa, Copacabana and Iroco properties in Bolivia represent
exploration targets. In Ecuador, the exploration program in the Nambija gold
district primarily on the Mina Real and Comcumay properties will be continued
by Zamora, which is 26.5% owned by Vista Gold.

The Corporation's exploration activities are headquartered in Denver,
Colorado, with one district exploration office in La Paz, Bolivia. The
exploration department has a permanent staff of two geologists. Consultants
and contract personnel are used for specific projects and tasks.

The 1998 exploration program was focused on the Capa Circa, Mineral Ridge and
Iroco properties.

Early-stage exploration expenditures of $185,000 were carried out by
Falconbridge Limited and Phelps Dodge Corp. on the Corporation's Manville and
Isle Projects in Canada. A limited amount of exploration was carried out in
Ecuador by Zamora.

During 1999, a total of $0.5 million is expected to be spent on exploration.
Of the $0.5 million, it is expected that $0.2 million will be spent in Nevada
at the Hycroft mine, $0.2 million will be spent on the Mineral Ridge mine and
$0.1 million will be spent in Latin America. See "Item 2. Properties - 1999

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Exploration Plan". Actual expenditures will vary because of the acquisition
of new properties, the results of planned exploration activities and the
availability of funds to complete planned and additional exploration and
development activities.

PROPERTY INTERESTS AND MINING CLAIMS

In the United States, most of the Corporation's exploration activities are
conducted in the state of Nevada. Mineral interests may be owned in Nevada by
(i) the United States, (ii) the state of Nevada, or (iii) private parties.
Where prospective mineral properties are owned by private parties or by the
state, some type of property acquisition agreement is necessary in order for
the Corporation to explore or develop such property. Generally, these
agreements take the form of long term mineral leases under which the
Corporation acquires the right to explore and develop the property in
exchange for periodic cash payments during the exploration and development
phase and a royalty, usually expressed as a percentage of gross production or
net profits derived from the leased properties if and when mines on the
properties are brought into production. Other forms of acquisition agreements
are exploration agreements coupled with options to purchase and joint venture
agreements. Where prospective mineral properties are held by the United
States, mineral rights may be acquired through the location of unpatented
mineral claims upon unappropriated federal land. If the statutes and
regulations for the location of a mining claim are complied with, the locator
obtains a valid possessory right to develop and produce minerals from the
claim. The right can be freely transferred and, provided that the locator is
able to prove the discovery of locatable minerals on the claims, is protected
against appropriation by the government without just compensation. The claim
locator also acquires the right to obtain a patent or fee title to his claim
from the federal government upon compliance with certain additional
procedures.

Mining claims are subject to the same risk of defective title that is common
to all real property interests. Additionally, mining claims are
self-initiated and self-maintained and therefore, possess some unique
vulnerabilities not associated with other types of property interests. It is
impossible to ascertain the validity of unpatented mining claims solely from
an examination of the public real estate records and, therefore, it can be
difficult or impossible to confirm that all of the requisite steps have been
followed for location and maintenance of a claim. If the validity of a
patented mining claim is challenged by the Bureau of Land Management or
Forest Service on the grounds that mineralization has not been demonstrated,
the claimant has the burden of proving the present economic feasibility of
mining minerals located thereon. Such a challenge might be raised when a
patent application is submitted or when the government seeks to include the
land in an area to be dedicated to another use.

RECLAMATION

Although reclamation is conducted concurrently with mining whenever feasible,
the Corporation generally is required to mitigate long-term environmental
impacts by stabilizing, contouring, resloping, and revegetating various
portions of a site once mining and mineral processing operations are
completed. These reclamation efforts are conducted in accordance with
detailed plans which have been reviewed and approved by the appropriate
regulatory agencies.

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<PAGE>

The reclamation and closure costs for the Corporation's mines are estimated
by management as follows:

Hycroft mine(1)......................................... $5.4 million
------------
Mineral Ridge mine(2).................................... $1.8 million
------------
------------
Total Estimated Costs.................................... $7.2 million
------------
------------
</TABLE>

- ----------
(1) As reported in the Corporation's annual report on Form 20-F for 1994, an
amended Crofoot/Lewis Mine Reclamation Plan that included the new Brimstone
deposit was submitted to the Nevada Bureau of Land Management (the "BLM")
in March 1994. In April 1995, the BLM approved the plan and a surety bond
in the amount of $5.1 million was posted to secure reclamation obligations
under the plan.
(2) In September 1996, the BLM approved the Mineral Ridge mine plan of
operations and surety bond in the amount of $1.6 million. Cash collateral
in the amount of $0.9 million has been posted as security for the surety
bond.

These costs are charged to earnings over the life of the mine and the
provision to date is $6.4 million.

GOVERNMENT REGULATION

Mining operations and exploration activities are subject to various national,
state, provincial and local laws and regulations in the United States,
Bolivia, Canada and other jurisdictions, which govern prospecting,
development, mining, production, exports, taxes, labour standards,
occupational health, waste disposal, protection of the environment, mine
safety, hazardous substances and other matters. The Corporation has obtained
or has pending applications for those licences, permits or other
authorizations currently required to conduct its operations. The Corporation
believes that it is complying in all material respects with applicable
mining, health, safety and environmental statutes and the regulations passed
thereunder in the United States, Canada, Bolivia and the other jurisdictions
in which the Corporation operates. There are no current orders or directions
with respect to the foregoing laws and regulations.

ENVIRONMENTAL REGULATION

The Corporation's mining operations and exploration activities are subject to
various federal, state and local laws and regulations governing protection of
the environment. These laws are continually changing and, as a general
matter, are becoming more restrictive. The Corporation's policy is to conduct
business in a way that safeguards public health and the environment. The
Corporation believes that its operations are conducted in material compliance
with applicable laws and regulations.

Changes to current local, state or federal laws and regulations in the
jurisdictions where the Corporation operates could require additional capital
expenditures and increase operating and/or reclamation costs. Although the
Corporation is unable to predict what additional legislation, if any, might
be proposed or enacted, additional regulatory requirements could render
certain mining operations uneconomic.

During 1998, there were no material environmental incidents or non-compliance
with any applicable environmental regulations.

COMPETITION

The Corporation competes with other mining companies in connection with the
acquisition of gold and other precious metals properties. There is
significant and increasing competition for the limited number of gold
acquisition opportunities, some of which is with other companies having
substantially greater financial resources than the Corporation. As a result,
the Corporation may eventually be unable to

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<PAGE>

acquire attractive gold mining properties. The Corporation believes no single
company has sufficient market power to affect the price or supply of gold in
the world market.

EMPLOYEES

As at December 31, 1998, the Corporation had approximately 427 permanent
full-time employees, of which 43 were employed at the Hycroft mine site, 75
were employed at the Mineral Ridge mine site, 299 were employed at the
Amayapampa and Capa Circa properties, two were employed in exploration
activities in Denver, Colorado and Vancouver, British Columbia, and eight
were employed at Vista Gold's executive office (other than in exploration
activities). 268 of the Corporation's employees are represented by a labour
union in Bolivia. Neither the Hycroft mine nor the Mineral Ridge mine have
ever experienced a loss of production due to work stoppages. The Corporation
considers its relations with its employees to be satisfactory.

RISK FACTORS

FLUCTUATING PRICES

The Corporation's revenues are expected to be, in large part, derived from
the mining and sale of gold and other precious metals or interests related
thereto. The price of those commodities has fluctuated widely, particularly
in recent years, and is affected by numerous factors beyond the control of
the Corporation, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, central bank
activities, interest rates, global or regional consumption patterns (such as
the development of gold coin programs), speculative activities and increased
production due to new mine developments and improved mining and production
methods. The effect of these factors on the price of precious metals, and
therefore the economic viability of any of the Corporation's projects, cannot
accurately be predicted.

EXPLORATION AND DEVELOPMENT

All of the mineral properties which the Corporation owns, other than the
Hycroft mine and Mineral Ridge mine, are in the exploration and development
stages. Mineral exploration and development involves a high degree of risk
and few properties which are explored are ultimately developed into producing
mines. There is no assurance that the Corporation's mineral exploration and
development activities will result in any discoveries of commercial bodies of
ore. The long-term profitability of the Corporation's operations will be in
part directly related to the cost and success of its exploration programs,
which may be affected by a number of factors beyond the control of the
Corporation.

Substantial expenditures are required to establish ore reserves through
drilling and analysis, to develop metallurgical processes to extract metal
from the ore and, in the case of new properties, to develop the mining and
processing facilities and infrastructure at any site chosen for mining.
Although substantial benefits may be derived from the discovery of a major
mineralized deposit, no assurance can be given that minerals will be
discovered in sufficient quantities to justify commercial operations or that
the funds required for development can be obtained on a timely basis.

OPERATING HAZARDS AND RISKS

Mineral exploration involves many risks, which even a combination of
experience, knowledge and careful evaluation may not be able to overcome.
Operations in which the Corporation has direct or indirect interests will be
subject to all the hazards and risks normally incidental to exploration,

-11-
<PAGE>

development and production of gold and other metals, any of which could
result in work stoppages, damage to property and possible environmental
damage. Although the Corporation has obtained liability insurance in an
amount which they consider adequate, the nature of these risks is such that
liabilities might exceed policy limits, the liabilities and hazards might not
be insurable, or the Corporation might elect not to insure itself against
such liabilities due to high premium costs or other reasons, in which event
the Corporation could incur significant costs that could have a materially
adverse effect upon their financial condition.

MINORITY INTEREST IN PROPERTIES

Third parties hold minority interests in certain of the Corporation's
properties. Under Bolivian law, a minority interest in a mining concession is
an undivided interest in that concession and the holder of such a minority
interest may take action to restrict all exploration and development of the
mining concessions by the holder of the majority interest if such exploration
and development is conducted without the minority owner's permission.
Furthermore, if the majority and minority parties wish to separate their
interests, but are unable to agree as to the method of division or purchase
of the property, the parties must file a request for division before a
Bolivian civil court.

CALCULATION OF RESERVES AND GOLD RECOVERY

There is a degree of uncertainty attributable to the calculation of reserves
and corresponding grades being mined or dedicated to future production. Until
reserves are actually mined and processed, the quantity of ore and grades
must be considered as an estimate only. In addition, the quantity of reserves
and ore may vary depending on metal prices. Any material change in the
quantity of reserves, mineralization, grade or stripping ratio may affect the
economic viability of the Corporation's properties. In addition, there can be
no assurance that gold recoveries or other metal recoveries in small scale
laboratory tests will be duplicated in larger scale tests under on-site
conditions or during production.

ENVIRONMENTAL FACTORS

All phases of the Corporation's operations are subject to environmental
regulation. Environmental legislation is evolving in a manner which will
require stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers,
directors and employees. There is no assurance that future changes in
environmental regulation, if any, will not adversely affect the Corporation's
operations.

COMPETITION AND AGREEMENTS WITH OTHER PARTIES

The mining industry is intensely competitive in all of its phases, and the
Corporation competes with many companies possessing greater financial
resources and technical facilities than themselves. Competition in the mining
business could adversely affect the Corporation's ability to acquire suitable
producing properties or prospects for mineral exploration in the future.

CONFLICTS OF INTEREST

Certain directors of the Corporation are officers and/or directors of, or are
associated with other natural resource companies that acquire interests in
mineral properties. Such associations may give rise to conflicts of interest
from time to time. In the event that any such conflict of interest arises, a
director who has such a conflict will disclose the conflict to a meeting of
the directors of the company in question

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<PAGE>

and will abstain from voting for or against approval of any matter in which
such director may have a conflict. In appropriate cases, the company in
question will establish a special committee of independent directors to
review a matter in which several directors, or management, may have a
conflict. In accordance with the laws of the Yukon Territory, the directors
of all companies are required to act honestly, in good faith and in the best
interests of a company for which they serve as a director.

TITLE TO ASSETS

Although the Corporation has reviewed and is satisfied with the title for all
mineral properties in which they have a material interest, there is no
guarantee that title to such concessions will not be challenged or impugned.

POLITICAL AND ECONOMIC INSTABILITY IN SOUTH AMERICA

Certain of the Corporation's exploration and development activities occur in
Bolivia and Ecuador. As a result, the Corporation may be affected by risks
associated with political or economic instability in those countries. The
risks include, but are not limited to: military repression, extreme
fluctuations in currency exchange rates, labour instability or militancy,
mineral title irregularities and high rates of inflation. Changes in mining
or investment policies or shifts in political attitude in the aforementioned
countries may adversely affect the Corporation's business. Operations may be
affected in varying degrees by government regulation with respect to
restrictions on production, price controls, export controls, income taxes,
expropriation of property, maintenance of claims, environmental legislation,
land use, land claims of local people, water use and mine safety. The effect
of these factors cannot be accurately predicted.

FOREIGN CURRENCY

The Corporation's operations throughout North and South America render the
Corporation subject to foreign currency fluctuations which may materially
affect financial position and results. The Corporation does not engage in
currency hedging to offset any risk of currency fluctuations.

ITEM 2. PROPERTIES.

OPERATIONS

Detailed information is contained herein with respect to the Hycroft mine
(formerly known as the Crofoot/Lewis mine), the Mineral Ridge mine, and the
Amayapampa and Capa Circa properties. Vista Gold holds the Hycroft mine
through its wholly-owned subsidiaries, Vista Gold Holdings Inc., Hycroft Inc.
and Hycroft Lewis. The reserves and average grades provided herein for the
Hycroft mine have been estimated by the Corporation. Vista Gold holds the
Mineral Ridge mine through its wholly-owned subsidiaries, Vista Gold Holdings
Inc. and Mineral Ridge Inc. Vista Gold holds the Amayapampa and Capa Circa
properties through its 100% interest in Sociedad Industrial Yamin Limitada, a
Bolivian limited partnership. Estimates of reserves and production herein are
subject to the effect of changes in metal prices and to the risks inherent in
mining and processing operations.

HYCROFT MINE

The Hycroft mine and related facilities are located 54 miles (86 kilometres)
west of Winnemucca, Nevada. The mine is an open-pit, heap leaching operation
which produces gold and by-product silver. The Lewis mine was originally a
sulphur mine. In 1983, it commenced operation as a small heap leach

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<PAGE>

gold mine. The Corporation acquired the Lewis mine in early 1987 and
completed construction of the adjacent Crofoot mine project in April 1988. In
early 1989, the two mines were consolidated into a single operation under an
ore purchase agreement, with ore from both properties processed through the
larger and more efficient Crofoot plant. Hycroft Inc. began stripping at the
new Brimstone pit, located one mile to the east of the existing Central Fault
pit, in April 1996 and commenced construction of a new 3 million square foot
leach pad and a 2,800 gallon-per-minute (10,598 litre-per-minute) leach
solution processing plant in the summer of the same year. Ore from the
Brimstone pit was hauled to the new leach pad beginning in September 1996 and
the Brimstone plant commenced operation in February 1997. In 1998, the
Hycroft mine produced 112,685 ounces of gold and 235,636 ounces of silver.
Mining operations at the Hycroft mine were suspended in December 1998.

Gold production is expected to continue in 1999 and 2000 from gold contained
in the heap leach pads. The Corporation will continue to review the economic
situation and gold resources to determine whether operations can be
restarted. Reclamation will proceed in areas which will not be disturbed by
future operations.

DESCRIPTION OF PROPERTIES

The Crofoot and Lewis properties together comprise approximately 9,600 acres
(3,885 hectares). The Crofoot property, originally held under two leases,
covers approximately 3,600 acres (1,460 hectares). The Lewis property, which
virtually surrounds the Crofoot property, is held through a lease which
covers approximately 6,000 acres (2,430 hectares). The mine is accessible by
road and has access to adequate supplies of water and power. The major mining
facilities consist of mobile mining equipment, a three stage crushing and
conveying system (currently idle), four leach pads, two Merrill-Crowe
gold-silver recovery plants and associated maintenance and support facilities.

GEOLOGY AND HISTORY

The Hycroft mine is located on the western flank of the Kamma Mountains. The
deposit is hosted in a volcanic eruptive breccia and conglomerates associated
with the tertiary Kamma Mountain volcanics. The volcanics are mainly acidic
to intermediate tuffs, flows and coarse volcaniclastic rocks. Fragments of
these units dominate the clasts in the eruptive breccia. Volcanic rocks have
been block-faulted by dominant north trending structures which have affected
the distribution of alteration and mineralization. The Central Fault and East
Fault control the distribution of mineralization and subsequent oxidation. A
post-mineral range-front fault separates the ore body from the adjacent
Pleistocene Lahontan Lake sediments in the Black Rock desert. The geological
events have created a physical setting ideally suited to the open-pit, heap
leach mining operation at the Hycroft mine. The heap leach method is widely
used in the southwestern United States and allows the economical treatment of
oxidized low-grade ore deposits in large volumes.

The known gold mineralization within the Crofoot and Lewis properties extends
for a distance of three miles (4.8 kilometres) in a north-south direction by
1.5 miles (2.5 kilometres) in an east-west direction. Mineralization extends
to a depth of less than 330 feet (100 metres) in the outcropping to
near-outcropping portion of the deposit on the northwest side to over 990
feet (300 metres) in the Brimstone deposit in the east. Not all the
mineralization is oxidized and the depth of oxide ore varies considerably
over the area of mineralization. The determination of whether mineralization
can be mined economically is dependent on the grade of mineralization, the
depth of overburden and the degree of oxidation.

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<PAGE>

In 1992, Hycroft Inc. exercised its options to convert its leasehold
interests in the Crofoot property into a 100% ownership interest in the
patented mining claims, a 100% possessory interest in the unpatented claims
and a 100% interest in the incidental rights thereto, all subject to 4% net
profits royalties and excluding rights to sulphur. No royalty payments were
made in 1995, 1994 and 1993 because minimum royalty payments made prior to
1993 aggregating $2.8 million were available for credit against the royalty
obligations. The Crofoot lease/purchase agreement was amended in 1996 to
provide for minimum advance royalty payments of $120,000 on January 1 of each
year in which mining occurs. An additional $120,000 payment is due if ore
production exceeds 5.0 million tons from the Crofoot property in any calendar
year. All advance royalty payments are available as credit against the 4% net
profits royalty. The aggregate acquisition cost to Hycroft Inc. was
$6,881,481 and was financed by the issuance of Common Shares and the
assumption of certain debts associated with the Lewis mine. The leasehold
interest in the Lewis property extends until January 1, 2013 or for so long
thereafter as Hycroft Lewis continues to conduct commercial mining operations
on the property.

The Lewis lease provides for the payment to the lessor of a 5% net smelter
return royalty on gold production. The royalty increases for ore grades above
0.05 ounce per ton and is offset by annual advance minimum royalties. The
Corporation has the right to commingle the ore from the Lewis property with
ore from the adjoining Crofoot property under an agreement with the lessor of
the Lewis property.

The ore reserves mined in 1998 in the Brimstone deposit, which lies partially
on the Crofoot property and partially on the Lewis property, were processed
on both the newly constructed Brimstone leach pad and the older Crofoot pad.
The allocation of metal produced from the commingled Crofoot and Lewis ores
is calculated using methods consistent with industry standards. The same
method will be employed during 1999 if gold mining is restarted.

MINING AND PROCESSING

During 1998, Hycroft Inc. excavated a total of 7.1 million tons of ore. For
each ton of ore mined, 0.42 tons of waste was excavated. Waste stripping was
suspended in January 1998. Ore mining was suspended in December 1998.

Until November 1996, higher grade ore was crushed prior to treatment on the
leach pads. From November 1996 to December 1998, all ore was hauled directly
to the leach pads without crushing. Dilute alkaline cyanide solution is
pumped from a pond to the heap surface and distributed evenly over the
crushed and run-of-mine ore through a network of pipes and irrigation
sprinklers or drip emitters. The solution percolates down through the layers
of ore, preferentially leaching gold and silver from the rock. This pregnant
solution, containing dissolved gold and silver, flows along the surface of
the impervious leach pad to a collection ditch from which it drains into one
of two pregnant solution ponds. The low-grade solutions are recirculated to
the heaps to increase the amount of gold in the solution, and the high-grade
solution is pumped directly to the recovery plant where the gold and silver
are extracted. The process is a zero-discharge closed circuit.

The Crofoot recovery plant can process up to 3,000 gallons (11,355 litres) of
solution per minute from leach pads 1, 2, 3 and 5 (18,000 tons of solution
per day) and the Brimstone recovery plant can process up to 2,800
gallons-per-minute (10,600 litres-per-minute) of solution from the Brimstone
leach pad (also referred to as pad 4). This process includes filtering to
remove particulates, de-aeration to remove dissolved oxygen and introduction
of small quantities of zinc dust. The dissolved gold and silver precipitate
out of the solution onto the zinc particles which are then removed by a
second stage of filtration. The barren solution is returned to the leaching
circuit. The precipitate is treated to remove

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<PAGE>

mercury, then mixed with fluxes and smelted to yield a dore bar. Dore bars
are shipped offsite for refining and sale. Gold and silver production from
the Hycroft mine is refined by Metalor USA Refining Corporation. Alternate
refiners are available if necessary.

ORE RESERVES

At January 1, 1999, the Corporation had no ore reserves estimates for the
Hycroft mine. This compares to proven and probable reserves at January 1,
1998 of approximately 25.2 million tons grading 0.02 ounces of gold per ton,
with 23.4 million tons identified as proven reserves and 1.8 million tons as
probable reserves in total containing 515,000 ounces of gold. As of January
1, 1999, the Corporation had estimated, measured and indicated resources in
the Brimstone Pit of 15.4 million tons at a grade of 0.0194 ounces of gold
per ton (containing 299,000 ounces of gold). These resources are contained in
a designed excavation (pit) that would be economic at a price of $350 per
ounce. The reduction in ore reserves was due in part to ore mined during 1998
and to some mineralization becoming uneconomic to mine due to a lower gold
price.

In 1998, no gold reserves were added to the Hycroft mine. A comparison of
estimated reserves actually mined at Brimstone compared to reserves estimated
to be present based on exploration results indicated a positive variance of
33%. The Corporation intends to review the reasons for this variance and
carry out further exploration drilling to better sample the orebody. If the
upgrading is confirmed, it is possible that the Brimstone deposit could
contain mineable reserves.

Ore reserves are adjusted annually by the Corporation by the amount extracted
in the previous year, by the additions and deletions resulting from new
geological information and interpretation and from changes in operating costs
and metal prices. Ore reserves are not revised in response to short-term
cyclical price variations in metal markets.

OPERATING STATISTICS

Operating statistics for the Hycroft mine for the period 1994 to 1998 were as
follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
---------------------------------------------
1998 1997 1996 1995 1994
------- ------- ------ ------- ------

<S> <C> <C> <C> <C> <C>
Ore and waste material mined (000's of tons)..... 10,127 37,531 36,882 37,279 26,438
Strip ratio...................................... 0.42 2.53 1.8 2.7 2.0
Ore processed (000's of tons)(1)................. 7,117 10,629 13,060 9,931 9,255
Ore grade (oz. gold/ton)......................... 0.018 0.020 0.018 0.019 0.020
Ounces of gold produced.......................... 112,685 117,378 89,381 101,128 94,868
Direct cash operating costs ($/oz. of gold)(2)... $222 $246 $274 $272 $294
</TABLE>

- ----------
(1) Ore processed means ore placed on pads but not necessarily leached
during the year.
(2) Direct cash operating costs which is the sum of mining costs (excluding
deferred waste stripping) and processing and mine administration cost,
net of silver credits.

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<PAGE>

Gold production for 1998 was down 4% from 1997. Decreased gold production was
due to fewer ore tons being placed on the pads for processing as a result of
the reduction of mining activities and subsequent suspension in December
1998. The decrease in ore tons placed on the pads was partially offset by
higher average ore grades.

MINE SITE EXPLORATION

In 1998, exploration activity at the Hycroft mine was limited due to
depressed metal prices. There is significant potential to extend oxide
mineralization to the south, along strike, at both the Central Fault and
Brimstone deposits, but the greatest upside lies in the largely unexplored
sulfide mineralization below the Brimstone deposit.

Current resources at Brimstone are limited to the oxide cap of an apparently
large but previously unexplored gold-bearing sulfide system. Two diamond
drill holes, drilled in 1996 and earlier, have intercepted mineralized
sulfides averaging 0.023 ounces per ton gold and 0.5 ounces per ton silver
over intervals exceeding 500 feet (153 metres) in thickness. Vista Gold
intends to investigate this resource when market conditions improve.

MINERAL RIDGE MINE

SUMMARY

On October 21, 1998, the Corporation acquired the Mineral Ridge mine through
the purchase of all of the shares of Mineral Ridge Resources Inc. from
Cornucopia Resources Ltd. ("Cornucopia") in consideration for 1,562,000
Common Shares of Vista Gold with an aggregate value of $250,000 and Vista
Gold having subscribed on a private placement basis for 2,777,777 common
shares of Cornucopia with an aggregate value of $250,000. As part of the
transaction, Mineral Ridge Inc. amended an existing loan agreement with
Dresdner Bank AG ("Dresdner"). The amended agreement revised the terms of
repayment of the previously outstanding loan and accrued interest totalling
approximately $13.5 million and provided additional loans to Mineral Ridge
Inc. totalling $1.6 million which will be used to pay amounts owing to other
creditors of Mineral Ridge Inc. The revised agreement required the
contribution of $5.0 million of mining equipment to the project by Vista
Gold. Net cash flow from the project will be distributed on the basis of 70%
to Dresdner and 30% to the Vista Gold after deduction of $800,000 of
management fees payable to Vista Gold over the next two years and rescheduled
principal payments on the additional loans used to repay other creditors. The
interest rate on the loans will be LIBOR plus 2% and the loans, which will
not be guaranteed by Vista Gold, will be collateralized by the assets of
Mineral Ridge Inc. and the $5 million of mining equipment contributed by
Vista Gold. As part of the agreement with Dresdner, Mineral Ridge Inc.
liquidated forward gold hedges to provide $3.5 million, which is to be used
as working capital and to pay for capital improvements on the project.

Prior to the acquisition of the Mineral Ridge mine by the Corporation, the
mine had been shut down since December 1997. The mining operation has been
restarted and the processing plant is now undergoing start-up and
commissioning. The plant commissioning activities include a number of
significant modifications which were identified prior to the acquisition. In
addition, a critical ore feeding arrangement, which was identified as
inadequate during start-up, was replaced during the month of February 1999.

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<PAGE>

DESCRIPTION OF PROPERTY

The Mineral Ridge property is located near the town of Silver Peak,
approximately 35 miles (56 kilometres) southwest of Tonopah, Nevada and
covers approximately 3,130 acres (1,267 hectares). The Mineral Ridge mine is
an open pit, heap leach mining operation owned by Mineral Ridge Inc., an
indirect wholly-owned subsidiary of Vista Gold. The mine achieved mechanical
completion on May 29, 1997 and poured its first gold on June 24, 1997.
Operations at the Mineral Ridge mine consist of open pit mining, four-stage
crushing, agglomeration and heap leach extraction of gold using conventional
cyanide and carbon adsorption methods. The processing facilities are designed
to handle a minimum of 2,700 tons of ore per day over a 350 day operating
year. Nine separate mineable gold deposits have been defined on the property
with several additional areas of inferred mineralization identified.

LAND STATUS

The land package controlled by Mineral Ridge Inc. consists of a total of 195
claims in four separate parcels of land, covering approximately 3,130 acres
(1,267 hectares). The four parcels include the Mineral Ridge minesite, the
Valcalda spring deeded land west of the minesite, the Blair townsite and two
patented millsites adjacent to the town of Silver Peak.

Mineral Ridge Inc. acquired its interest in the properties through agreements
with the underlying land owners, the Mary Mining Company and Benguetcorp USA,
Inc.

The Mary Mining Company land covers the Mary and Drinkwater deposits, which
make up most of the known reserves on the properties. Mineral Ridge Inc.
optioned the Mary properties in April 1993, paying $10,000 for an exploration
and due diligence period, and exercised the Lease Option in July 1993 for
$200,000. Production royalties based upon a percentage of net smelter returns
from production tied to the prevailing gold price, are payable to Mary Mining
Company for the properties. The net smelter return for the price of gold
under $500 per ounce is 4%. Minimum advance royalty payments totalling
$130,000 have been made which will be credited cumulatively against the
production royalties. The minimum advance royalties are due on July 15th of
each year and total $60,000 annually.

Mineral Ridge Inc. acquired the Oromonte claims block from Benguetcorp USA,
Inc., in June 1996 upon payment of $1,200,000. This ground covers the plant
facility site and includes the Oromonte pits mined in 1996 and the Brodie,
Soleberry and Blue Lite deposits. The only portion of mineable reserve
affected by underlying net smelter return royalties (2.5%) for the
Benguetcorp properties is in the Brodie pit, on the Soda patented claim.

GEOLOGY

The Mineral Ridge gold deposits are located on the northeast flank of the
Silver Peak Mountain Range in south eastern Nevada. The Silver Peak Mountain
Range consists of two northwest trending parallel belts of pre-Tertiary
sedimentary and metamorphic rocks, which are separated and partially overlain
by Tertiary felsic volcanics of the Silver Peak caldera. The southern
sedimentary belt is comprised of Cambrian and Ordovician sediments which have
been intruded by a Mesozoic to Tertiary granitic pluton. The northern belt,
which forms Mineral Ridge, is comprised of a northwest-trending early
Tertiary granitic uplift capped by Precambrian metasediments and Tertiary
volcanics. The gold deposits of Mineral Ridge are localized along shallow,
northeast-dipping faults within the lower Wyman Formation of Precambrian age.

This range is situated within the central Walker Lane structural zone, a
region of extensive Late Cenozoic right-lateral wrench-faulting, which
separates the Great Basin geomorphic province from the

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<PAGE>

Sierra Nevada Mountains to the west. The Walker Lane Belt formed in response
to the onset of crustal extension in the early Tertiary. The complex
structure of the belt includes both high-angle strike-slip faulting and
low-angle thrust faulting, with a principle strike direction of northwest
trend, along with northeast trending left-lateral secondary structures
separating structural blocks along the trend. Other features characteristic
of the Walker Lane Belt include areas of large scale extension, detachment
faults and metamorphic core complexes. With the onset of extension, magma
rose in the crust and numerous shallow intrusions and associated volcanic
centers were emplaced of various compositions. Precious and base metal
mineral deposits ranging from epithermal to porphyry style formed in the
belt, often associated with these late intrusions. The Walker Lane Belt hosts
numerous famous mining districts including the Comstock, Yerrington, Rawhide,
Candelaria, Tonopah, Goldfield and Silver Peak mining camps.

GEOLOGY AND MINERALIZATION

The Mineral Ridge gold deposits are detachment-fault hosted mesothermal
quartz vein and replacement deposits localized on the crest and flanks of an
early Tertiary metamorphic core complex. Mineral Ridge is a northwest
tending, doubly plunging, antiformal uplift of intermediate to felsic
granitic rocks, varying from granodiorite to alaskite; capped by a
metamorphic carapace of Precambrian metasediments which host the gold
deposits. The core granite exhibits foliation and lineation parallel to the
contact with the overlying metasediments, with the deformation extending up
to one hundred feet into the upper portion of the intrusive. The Precambrian
metasediments are comprised of the Wyman Formation, a sequence of thin-bedded
mica schist, calc-silicate rocks and calcite marble after original
interlayered limestone and shale paleolith. The Wyman Formation is overlain
in low-angle fault contact by the Reed Dolomite, which is in turn covered by
Cambrian sediments. The core granite and sediments are cut by several ages of
dikes and sills ranging in composition from granite pegmatite to diabase,
with the mafic varieties often closely associated with the gold
mineralization.

Precious metal mineralization at Mineral Ridge is found in three types of
deposits, with the most important styles being lenticular quartz bodies and
manto replacements in the Wyman Formation limestone/marble beds. The quartz
veins occur within the sheared contact zone between the core granite and
Wyman Formation, usually in zones of dilation located on the eastern flank of
anticlinal folds and where more brittle beds or intrusive rocks have been
fractured and mineralized.

The Mary Limestone, a blue-gray, finely crystalline marble containing boudins
and augen of quartz, calcite and granitic to felsic intrusives within
intensely folded groundmass, is the host for silicic replacement ore formed
adjacent to the veins. Up to 5% disseminated pyrite and lesser galena and
sphalerite occurs in the Mary Limestone ore, with replacement of the
limestone by silica, chlorite and calcite. The ore bodies can occur as a
single lens or as a stack of lenses separated by mylonite and/or intrusive
sills, with an aggregate thickness of up to one hundred and forty feet of
mineable ore.

The ore zones on Mineral Ridge occur as north-south to north-west trending
lenses of mineralization which rake at a shallow angle to the dip of the
formations and structural contacts. The most favourable orientation for
forming an ore shoot includes the steeply dipping east flank of anticlinal
folds and the intersection of north-south strike faults of reverse
displacement. The ore zones are cut by east-west to north-east trending high
angle post-mineral faults of minor vertical displacement. Individual ore
bodies mined underground in the past totalled several tens of thousands of
tons at around 0.25 ounces per ton. The average size of open pit deposit on
Mineral Ridge is about 450,000 tons at 0.065 ounces per ton. Exploration
potential on the Mineral Ridge claims is considered excellent based upon
widespread drilling, underground exposures and surface geology. Several
targets have been partially tested by widespread drilling, surface sampling
and mapping.

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<PAGE>

HISTORY

The Mineral Ridge mine was constructed by Cornucopia for a cost of
approximately $17 million. The project was completed on May 17, 1997 and the
first gold was poured on June 20, 1997. However, the project failed to meet
commercial production loan tests and was shutdown in December 1997. Vista
Gold has completed an in-depth technical review and has undertaken a number
of modifications to the facility prior to the restart of operations intended
to eliminate the problems experienced by Cornucopia. The improvements include
changes to the crushing and agglomeration circuits, the addition of surge
capacity to the crushing plant, employment of a coarser crusher product size
and the introduction of strong leach solutions during the agglomeration
process, all of which Vista Gold believes will improve the rate of recovery
of gold.

MINING AND PROCESSING

Vista Gold has moved a portion of its mining fleet, including four 150-ton
trucks and a 23 cubic-yard (17.6 cubic-metre) hydraulic shovel, from the
Hycroft mine to the Mineral Ridge property. The open-pit operations will
require the mining of approximately 4,000 tons of ore and 16,000 tons of
waste rock each day. The plant, which uses four-stage crushing and heap
leaching is estimated to achieve a metallurgical recovery of 75% on ore at an
average grade of 0.06 ounces per ton.

The mine and plant were in production for just one month in 1998. During that
time, Mineral Ridge mined 3.44 tons of waste for every ton of ore mined. In
1999 ore will be mined at the rate of 4,000 tons per day and the Corporation
expects to mine 3.84 tons of waste for every ton of ore mined.

The process plant consists of a four-stage crushing plant, which reduces the
rock size to -1/4 inch (-0.6 centimetre) prior to agglomeration with cyanide
solution. The agglomerated ore is then placed in approximately 25 feet (7.6
metres) lifts on a heap leach pad. Leaching is carried out using a dilute
alkali cyanide solution which is distributed over the surface of the ore
through a network of pipes and drip emitters. The solution percolates down
through the layers of ore preferentially leaching gold from the rock. This
pregnant solution containing dissolved gold then flows along the surface of
the impervious synthetic liner of the leach pad into the pregnant solution
pond. From the pond the solution is pumped through a gold recovery plant at a
rate of up to 1000 gallons-per-minute (3,785 litres-per-minute). The gold
recovery plant consists of five carbon columns where activated coconut-shell
charcoal (carbon) adsorbs the dissolved gold from the pregnant solution.
Solution exiting the carbon plant flows into a barren pond, pH and cyanide
levels are adjusted and the solution is pumped back to the heaps for reuse.
This is a closed-circuit process with zero discharge.

Periodically carbon loaded with gold is removed from the columns and the gold
is stripped off into a more concentrated solution using a strong, caustic
cyanide solution at elevated temperature and pressure. The stripped carbon is
reconditioned and returned to the carbon column. The gold-rich strip solution
is pumped through electrowinning cells and the gold in solution plates out as
metal on stainless steel wool. At regular intervals the wool is removed from
the electrowinning cells and the gold is washed off as sludge. The gold
sludge is then filtered, dried and melted into dore bars. The dore bars are
shipped off site for refining and sale. Gold from the Mineral Ridge mine is
refined at Handy & Harman but alternate refineries are available if necessary.

ORE RESERVES

As at December 31, 1998, the Corporation estimates the proven and probable
reserves to be 4 million tons at a grade of 0.06 ounces per ton containing
241,000 ounces of gold. The average estimated cash

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<PAGE>

production costs will be $226 per ounce and production is planned to be
between 40,000 to 45,000 ounces in 1999.

OPERATING STATISTICS

Start-up activities at the Mineral Ridge mine were commenced in November
1998. Operating statistics for the Mineral Ridge mine during this initial
start-up period (from November 1, 1998 to December 31, 1998) are set out
below.

<TABLE>
<CAPTION>
TWO MONTHS ENDED
DECEMBER 31, 1998
-----------------
<S> <C>
Ore and waste material mined (000's of tons).... 310
Strip ratio..................................... 3.44
Ore mined (000's of tons)....................... 70
Ore crushed (000's of tons)(1).................. 39
Ore grade (oz. gold/ton)........................ 0.052
Ounces of gold produced......................... 153
Cash operating costs ($/oz. of gold)(2)......... -(3)
</TABLE>

- ----------
(1) Ore crushed means ore introduced to the four-stage crushing circuit and
placed on the pads but not necessarily leached during the year.
(2) Cash operating costs is composed of all direct mining expenses including
inventory changes, refining and transportation costs, less by-product
silver credits.
(3) The cash operating costs have been omitted because the mine is in the
initial start-up phase and accordingly, it is not possible to accurately
determine the true cash operating costs.

MINE SITE EXPLORATION

In December 1998, the Corporation started a drilling program designed to add
reserves to the project. Thirty reverse-circulation holes totalling 4,750
feet (1,450 metres) were drilled. Seven holes were drilled in the Blue Lite
prospect, and 23 holes were drilled in the Mary mine area.

Drilling at Blue Lite showed that mineralization extends to the south, and
three holes intersected mineralization greater than cutoff. Further drilling
will be completed in 1999 with the intent of adding the Blue Lite area to the
current reserve base at Mineral Ridge.

Of 23 holes drilled in the Mary area, 12 intersected mineralization over the
current cut-off grade. It is expected that this drilling will add 5,000 to
10,000 ounces to the current Mary resource. After further drilling at the
Mary deposit in 1999, a new mineable reserve will be calculated.

AMAYAPAMPA AND CAPA CIRCA PROPERTIES

AMAYAPAMPA PROPERTY

SUMMARY

The Amayapampa property consists of 24 mining concessions covering 1,989
acres (805 hectares) plus an additional 16,803 acres (6,800 hectares) in
regional exploration and exploitation concessions. The deposit is
approximately 1,970 feet (600 metres) in strike length, 98 to 230 feet (30 to
70 metres) in

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<PAGE>

width, and extends to over 656 feet (200 metres) in depth. Gold occurs free
and associated with sulfides in a structural zone in which quartz veins were
emplaced then sheared prior to introduction of sulfides and gold mineralizing
solutions. Prior to the Amalgamation, CEM mined the Amayapampa deposit using
primarily open-stope methods at a rate of approximately 220 tons of ore per
day, and processed the ore in two mills on site. See "Ownership" and
"History" below.

In 1998, the Corporation completed a development plan to reopen the Capa
Circa underground mine approximately six miles from the Amayapampa site and
supply ore to a processing plant which would be built at Amayapampa to treat
ores from both properties. The Corporation also began optimizing the
feasibility study on the Amayapampa property in late 1998 and completed this
work during the first quarter of 1999. Under the optimized feasibility study,
nearly 505,000 gold ounces could be produced over the 12-year life, at an
average rate of almost 43,000 ounces per year. Gold production from
Amayapampa and Capa Circa during the first five years of operations when Capa
Circa is in production will average 50,100 ounces per year, and this level of
production can be sustained with continued exploration/development success at
Capa Circa. The initial capital costs are estimated to be about $26 million,
including a 20% contingency, and necessary working capital. Average operating
costs are estimated to be $7.89 per tonne of ore for a total cash cost of
$157 per gold ounce. At a gold price of $300 per ounce, the project is
expected to generate an after-tax internal rate of return of approximately
17%.

Approval of the permit to construct and operate, called the DECLATORIA DE
IIMPACTO AMBIENTAL under Article 24 of the Environmental Law, was received on
May 6, 1998. This permit was based on a 3,300-tonne-per-day ore processing
project, and once financing arrangements are in place, the Corporation will
request a modification of the permit to allow operation at the lower
production rate.

LOCATION AND ACCESS

The Amayapampa property is located 186 miles (300 kilometres) southeast of La
Paz in the Chayanta Municipality, Bustillos Province, Department of Potosi,
in southwestern Bolivia (Latitude: 18DEG.34.5"S, Longitude: 66DEG.22.4"W).
Access is via 167 miles (268 kilometres) of paved road from La Paz to
Machacamarca near Oruro, followed by 62 miles (100 kilometres) of gravel road
to Lagunillas, then nine miles (14 kilometres) of dirt road to Amayapampa.
Total driving time is about six hours. Charter air service is available to
Uncia, 22 miles (35 kilometres) from the project.

The Amayapampa property is situated within the moderately rugged Eastern
Cordilleran region of Bolivia with elevations varying from 12,300 to 13,450
feet (3,750 metres to 4,100 metres) above sea level. The area is generally
arid with a defined rainy season during the summer months of November through
April. There is little or no precipitation during the rest of the year.

OWNERSHIP

On April 28, 1994, Da Capo entered into an agreement with Mr. David Anthony
O'Connor of Casilla 11314, La Paz, Bolivia and La Compania Minera Altoro
S.R.L. ("Altoro") of Casilla 11314, La Paz, Bolivia, both parties at arm's
length to Da Capo, which was amended by agreements dated June 10, 1994 and
July 15, 1994 (the "Altoro/O'Connor Agreement"), pursuant to which Mr.
O'Connor and Altoro assigned to Da Capo:

(a) Altoro's exclusive right and option to acquire a 51% interest in eight
mining concessions that constitute a part of the Amayapampa property (and
a further option to acquire an additional 19% interest in such
concessions), pursuant to an option agreement dated March 22, 1994 (the

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<PAGE>

"Amayapampa Option") between Altoro and Raul Garafulic Gutierrez
("R. Garafulic") of Ave. Argentina No. 2057, Casilla 9285, La Paz, Bolivia
and Compania Explotadora de Minas S.A. ("CEM", and collectively with
R. Garafulic, the "Amayapampa Vendors") of Calle San Salvador 1421,
Casilla 4962, La Paz, Bolivia. The Amayapampa Vendors are both parties
at arm's length to Da Capo;

(b) Mr. O'Connor's exclusive right and option to acquire the Capa Circa
property pursuant to an option agreement dated January 12, 1994 (the
"Yamin Option Agreement") between Mr. O'Connor and Yamin. See "Capa Circa
Property - Ownership"; and

(c) a 100% interest in the Santa Isabel Property, for which an exploration
concession application had been made on behalf of Altoro.

As consideration for the assignment of the above interests, Da Capo issued a
total of 1,000,000 Da Capo common shares to Mr. O'Connor between June 30,
1994 and April 16, 1996.

On February 5, 1996, Da Capo exercised the Amayapampa Option and acquired a
51% interest in the eight mining concessions that constitute a part of the
Amayapampa property in consideration for: (i) the cancellation of a loan in
the amount of $2,425,000 which had been previously made by Da Capo to R.
Garafulic on December 22, 1994; and (ii) payment of $75,000 by Da Capo to R.
Garafulic between March 22, 1994 and September 22, 1994.

On March 8, 1996, Da Capo entered into an agreement (the "Amayapampa
Acquisition Agreement") with the Amayapampa Vendors to acquire the following
interests in the Amayapampa property:

(a) R. Garafulic's remaining 24% interest in two mining concessions (the Gran
Porvenir and Chayentena concessions) that are part of the Amayapampa
property;

(b) R. Garafulic's 49% interest in six mining concessions that are part of
the Amayapampa property; and

In consideration for these interests, Da Capo:

(a) issued 1,000,000 special warrants (the "Amayapampa Special Warrants"),
each exercisable to acquire one Da Capo Common Share without further
payment, to a nominee of the Amayapampa Vendors on April 11, 1996; and

(b) made a non-recourse, interest-free loan of $3.24 million (the "Amayapampa
Loan") to a nominee of the Amayapampa Vendors on April 11, 1996.

The Amayapampa Loan was secured by an assignment of all proceeds from the
sale of any of 1,000,000 Da Capo common shares held by such nominee. The
Amayapampa Loan was cancelled on April 29, 1996 upon the sale of such Da Capo
common shares and Cdn.$4,355,000 received from the proceeds of such sale on
or before May 7, 1996.

After being acquired by the Amayapampa Vendors, the Amayapampa Special
Warrants were transferred to third parties at arm's length to Da Capo in
transactions exempt from prospectus requirements under the relevant
securities legislation.

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<PAGE>

On August 14, 1996, Da Capo issued 1,000,000 Da Capo common shares without
payment of any additional consideration upon the deemed exercise of the
Amayapampa Special Warrants.

All of Da Capo's interests in the Amayapampa property were transferred into
the name of its subsidiary, Yamin, on April 11, 1996.

Ms. Elizabeth Mirabel, a resident of Bolivia at arm's length to Vista Gold,
holds the remaining 25% interest in the Gran Porvenir and Chayentena mining
concessions, which constitute 604 hectares of the Amayapampa property. On
June 28, 1996, Da Capo and Ms. Mirabel entered into a lease agreement (the
"Lease") under which Ms. Mirabel granted a lease for her 25% interest in the
two mining concessions in favour of Da Capo for a term of ten years
commencing July 10, 1996 and renewable for an additional ten year term.
During the first two years of the Lease, Da Capo will pay Ms. Mirabel $7,000
per month, and $10,000 per month for the subsequent eight years.

As a result of the Amalgamation with Da Capo, Vista Gold acquired the
Amayapampa property.

A legal dispute in Bolivia in which a Mr. Estanislao Radic brought legal
proceedings in the lower penal court in Bolivia against Raul Garufulich,
resulted in comments in the Bolivian press questioning the validity of the
Corporation's ownership of the Amayapampa property. In May 1998, a judge in
the Bolivian penal court found that there was no justifiable case. In June
1998, a judge of the Superior Court of the District of Potosi dismissed the
appeal of the case and indicated that there could be no further appeals on
the matter in the Bolivian penal courts. The Corporation was, and remains,
satisfied that its title to the Amayapampa property is secure.

HISTORY

The Amayapampa district was initially mined on a very small scale by
indigenous peoples prior to the arrival of the Spanish conquistadors and
small-scale mining continued during the Spanish colonial period into modern
times. Prior to the Amalgamation, CEM mined the Amayapampa deposit using
primarily open-stope methods at a rate of about 220 tons of ore per day and
processed the ore in two mills on site. At that time, the Amayapampa mine was
one of the largest producing underground gold mines in Bolivia and consisted
of 32 levels of underground development. Upper level, generally oxidized ore
was removed via the upper Virtus Adit (13,450 feet/4,100 metres) and trucked
to the Porvenir mill, while lower sulfide ore was dropped by ore passes to
the 2,790 foot (850-metre) long Virquicocha Adit (13,025 feet/3,970 metres)
and taken out by electric locomotives to the Virquicocha mill. At both mills,
gold was recovered via amalgam plates and gravity tables. The lower mill
included a flotation circuit to upgrade the pyrite concentrate. Approximately
150 people worked at the mine and lived locally at the village of Amayapampa
and at other small camps near the mine.

Since the Amalgamation, mining has ceased and the old mills removed as per an
agreement with the previous owner. The Corporation has kept the miners
employed in exploration, development and socio-economic projects during the
period when the feasibility study was being prepared.

GEOLOGY

The Amayapampa property is located along the east flank of a north-south
trending regional anticline near the top of the Ordovician sequence. The
Amayapampa deposit underlies a north-northwest trending ridge approximately
0.3 miles (0.5 kilometres) east of the town of Amayapampa. The deposit is
defined by about 48 diamond drill holes; 96 reverse-circulation drill holes;
and 315 underground channel samples totalling 17,585 feet (5,360 metres) from
more than 200 accessible cross-cuts in 43 different levels and

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<PAGE>

sub-levels extending over a vertical distance of 682 feet (208 metres). The
deposit is approximately 1,969 feet (600 metres) in strike length, 98 to 230
feet (30 to 70 metres) in width and has an overall dip of the mineralized
envelope of 80 to 90 degrees west. The depth extent of continuous
mineralization is in excess of 656 feet (200 metres) to about the 12,795 foot
(3,900 metre) elevation, although some mineralization is present below this
depth.

Da Capo channel, core drill and reverse-circulation drill hole samples were
analyzed at Bondar-Clegg Laboratories in Oruro, Bolivia, with check samples
analyzed at Chemex Laboratories in Vancouver, British Columbia. Because of
the coarse gold particles and concerns about nugget effect, all samples were
processed using the Hammer Mill Process (similar to a metallic screen assay).
In addition to check assaying, Vista Gold has continued to use Bondar-Clegg
and the Hammer Mill Process to analyze its samples, and in addition, has had
an on-going check assay program in place for samples generated by Vista
Gold's exploration and development program. Approximately 225 random assay
pulps were check-assayed by three laboratories (American Assay Laboratory in
Reno, Nevada, Cone Geochemical Inc. in Lakewood, Colorado, and Rocky Mountain
Geochemical in Salt Lake City, Utah) and compared to original pulp assays
with generally good agreement. Approximately 600 reverse-circulation drill
hole sample splits from the Da Capo program were assayed and used to verify
assays obtained from the original reverse-circulation sample splits. Sample
splits are duplicate samples taken at the drill rig at the time of drilling.
Sample splits show good correlation with original samples with some
dispersion expected for this type of deposit.

Currently, the check assay results are being analyzed and reports being
drafted, but initial indications are that assay results are in generally good
agreement, with the possible exception of some early channel sample assays.
Check assays show that assaying precision meets industry standards.

The host rocks are composed of black shales, sandstones, and siltstones which
were weakly metamorphosed to argillites, quartzites, and siltites,
respectively. Bedding dips are steep at 60 to 80 degrees west, with the east
limb of the anticline being overturned and thus, also dipping steeply west.

The mineralized envelope is best described as a structural zone, within which
were emplaced quartz vein sets along a preferential pre-quartz-vein fracture
direction and post-quartz-vein faults and shears which were probably the
conduits for gold-bearing fluids.

Most faults, shears and fractures are north-northeast to north-northwest
trending and steeply dipping, both east and west, at 60 to 90 degrees. Quartz
veins predominantly dip east. Locally within the zone of mineralization, are
relatively flat, thrust-like faults which have offset quartz veins to a minor
extent. These flat faults, commonly west-dipping at 40 to 45 degrees, are not
generally mappable outside of the main structural zone which hosts the gold
mineralization. A west-dipping, 45 degree fault projects into the pit on the
northeast side of the deposit and was intersected by two vertical,
geotechnical core holes. The base of mineralization may also be slightly
offset by a similar west-dipping, 45 degree fault.

Oxidation effects are pervasive from the surface to depths of 66 to 98 feet
(20 to 30 metres), with only partial oxidization below those depths.
Hydrothermal alteration effects evident in fresh rock are minor, and occur as
coarse sericite (muscovite) in thin (0.08 to 0.20 inch/2 to 5 millimetre)
selvages along some quartz veins. In addition, chlorite is present in and
adjacent to some quartz veins, but this presence may be a product of low
grade metamorphism. Alteration effects are minimal overall, except for
surface oxidization.

Mineralization is composed of quartz veins and sulfides and both constitute a
visual guide to ore. Quartz veins, actually pre-gold, are a locus for later
gold mineralization. Quartz veins are typically a few

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<PAGE>

centimetres to two feet (0.5 metres) in width and commonly occur as
sub-parallel vein sets. The strike extent can be 164 to 246 feet (50 to 75
metres) or more for any one vein or vein set, but the dip extent is not as
well established and probably ranges up to 66 to 98 feet (20 to 30 metres).
Multiple vein sets are present in the overall mineralized envelope and veins
commonly pinch and swell along strike and down dip.

Sulfide mineralization entered the multiple fractures to deposit
predominantly pyrite within and adjacent to quartz veins, as sulfide veinlets
in the host rocks and as clots of coarse sulfides and disseminations of
sulfide grains along fractures in the black argillites. Locally, sulfide
disseminations are more prevalent in the quartzite/siltite interbeds than in
the argillites. The total sulfide concentration for the overall mineralized
zone is estimated at 3 to 5%.

Petrographic examination of the sulfide mineralization shows pyrite to
dominate at plus 95% of the total sulfides; arsenopyrite is also present, as
are minor amounts of chalcopyrite, galena, sphalerite, stibnite and
tetrahedrite. Gold is present as free gold in association with pyrite, on
fractures within pyrite and attached to the surface of pyrite and is often
visible as discrete grains on fractures in quartz and argillite. Gold grains
exhibit a large size-range, with much of the gold being relatively coarse at
40 to 180 microns. All gold grains display irregular shapes with large
surface areas. No gold was noted to be encapsulated in either quartz or
sulfide. The content of gold grains was verified as over 97% gold by
scanning-electron-microprobe analysis.

EXPLORATION

In 1998, no exploration was undertaken at Amayapampa.

District-scale exploration potential exists for defining styles of gold
mineralization similar to Amayapampa, which could be developed as satellite
ore bodies. Specific targets on the Corporation's properties include the
drill-inferred, potentially underground mineable, vein mineralization at Capa
Circa, an untested surface geochemical target at Irpa Irpa, and raw
exploration targets elsewhere within a 10 kilometre radius of Amayapampa.

UPDATED FEASIBILITY STUDY

The Corporation began optimizing the feasibility study on the Amayapampa
property in late 1998 and completed this work during the first quarter of
1999. The optimized study projected that nearly 505,000 gold ounces will be
produced over the 12-year life, at an average rate of almost 43,000 ounces
per year. Gold production from Amayapampa and Capa Circa during the first
five years of operations when Capa Circa is in production will average 50,100
ounces per year, and this level of production can be sustained with continued
exploration/development success at Capa Circa. The initial capital costs are
estimated to be about $26 million, including a 20% contingency, and necessary
working capital. Average operating costs are estimated to be $7.89 per tonne
($8.70 per ton) of ore for a total cash cost of $157 per gold ounce. At a
gold price of $300 per ounce, the project is expected to generate an
after-tax internal rate of return of approximately 17%.

The optimized project has smaller annual production than originally
contemplated, but has higher annual production than considered in the revised
feasibility study produced by the Corporation in November 1997. The optimized
study includes the same flow sheet consisting of a gravity and
carbon-in-leach circuit with a projected metallurgical recovery of 85% and
operating at a rate of 2,475 tons of ore per day.

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<PAGE>

Based on a gold price of $300 per ounce, the proven and probable reserves at
Amayapampa are calculated to be 10.7 million tons grading 0.051 ounces per
ton including dilution, containing 548,000 ounces of gold. Indicated
resources at Capa Circa are 187,700 tons grading 0.23 ounces per ton
including dilution, containing 46,000 ounces of gold.

The Corporation is investigating means of obtaining finances in order to move
the project into design and construction. Approval of the permit to construct
and operate, called the DECLATORIA DE IMPACTO AMBIENTAL under Article 24 of
the Environmental Law, was received on May 6, 1998. This permit was based on
a 3,300-tonne-per-day ore processing project, and once financing arrangements
are in place, the corporation will request a modification of the permit to
allow operation at the lower production rate.

CAPA CIRCA PROPERTY

SUMMARY

The Capa Circa property consists of four partly overlapping mining
concessions covering 289 acres (117 hectares). Until the Amalgamation became
effective, the Capa Circa property was mined primarily by open stoping
methods at a rate of approximately 22 tons per day. Mineralization on the
Capa Circa property is similar to that of the Amayapampa deposit, but
consists of discrete veins within a mineralized zone approximately 490 feet
(150 metres) wide that can be traced for about 1,970 feet (600 metres) along
strike.

LOCATION AND ACCESS

The four overlapping mining concessions that constitute the Capa Circa
property cover a total area of 289 acres (117 hectares).

The Capa Circa property is located 186 miles (300 kilometres) southeast of La
Paz in Bustillo Province, Department of Potosi, in south-central Bolivia
(Latitude: 18DEG. 34.5" S; Longitude: 66DEG. 22.4" W). The Capa Circa
property is accessible via gravel road from Oruro to Llallagua/Uncia (68
miles/110 kilometres or approximately 2 1/2 hours) and a dirt road southeast
from Uncia to the villages of Lagunillas and Chuqui Uta (approximately 1/2
hour). A short 1.2 mile (two kilometre) spur road leads east to the Capa
Circa property from a point approximately 4.3 miles (seven kilometres) south
of Lagunillas. A local power line runs along the east side of the Capa Circa
property and supplies power to the present Capa Circa mine.

The property is situated within the moderately rugged Eastern Cordilleran
region of Bolivia with elevations varying from 12,300 to 13,450 feet (3,750
to 4,100 metres) above sea level. The area is arid with rain falling
minimally as thunder showers during the summer months of January to March.
Occasional snow is reported during the drier winter months of May to August.

OWNERSHIP

On April 28, 1994, Da Capo was assigned an option to acquire the Capa Circa
property pursuant to the Altoro/O'Connor Agreement. See "Amayapampa Property
- -Ownership".

Pursuant to the terms of the option agreement (the "Capa Circa Option
Agreement") dated January 12, 1994 between Yamin and David Anthony O'Connor
("O'Connor"), which was assigned to Da Capo, Da Capo had the option to
acquire all of Yamin's interest in three Bolivian mining concessions (the
Santa Rosa, San Mateo and Innocentes concessions) which constitute a part of
the Capa Circa property by

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<PAGE>

making a payment of $4.8 million to Yamin on or before January 12, 1996.
During the term of the Capa Circa Option Agreement, Da Capo was also required
to pay to Yamin a total of $200,000, as follows:

(a) $50,000 on April 12, 1994;
(b) $50,000 on July 12, 1994;
(c) $50,000 on January 12, 1995; and
(d) $50,000 on July 12, 1995.

All of the above amounts were paid by Da Capo to Yamin and accepted by Yamin.
On January 12, 1996, the Capa Circa Option Agreement expired.

Under the terms of a letter agreement (the "Yamin Letter Agreement") dated
January 22, 1996 between Da Capo and Boris Yaksic and other members of the
Yaksic family (collectively, the "Capa Circa Vendors") of Santa Rosa de Capa
Circa, Casilla 3544, Cochabamba, Bolivia, who are all parties at arm's length
to Da Capo and who collectively owned a 100% interest in Yamin, Da Capo would
acquire a 100% beneficial interest in Yamin in consideration for payment of
$500,000 and the issuance of 700,000 Common Shares with a guaranteed value of
$1,555,000 to the Capa Circa Vendors on the date of signing a more formal
agreement. The Yamin Letter Agreement was formalized by a purchase and sale
agreement (the "Yamin Acquisition Agreement") dated as of March 1, 1996 among
Da Capo, O'Connor and the Capa Circa Vendors, pursuant to which Da Capo and
O'Connor acquired an 80% and 20% interest, respectively, in the shares of
Yamin in consideration for payment of $500,000 and the issuance of 700,000
special warrants (the "Capa Circa Special Warrants") with a guaranteed value
of $1,555,000. On August 14, 1996, Da Capo issued 700,000 Common Shares for
no additional consideration upon the deemed exercise of the Capa Circa
Special Warrants. Under the terms of a separate trust agreement (the "Trust
Agreement") dated March 1, 1996 between Da Capo and O'Connor, O'Connor held
his shares of Yamin as trustee for the benefit of Da Capo, with the result
that Da Capo was effectively the beneficial owner of 100% of the shares of
Yamin.

Yamin is a Bolivian limited liability company and was, at the time of the
Yamin Acquisition Agreement, the sole owner of: (a) a 100% interest in the
four mining concessions (the Santa Rosa, San Mateo, Innocentes and Santa
Benigna concessions), which comprise the Capa Circa property; (b) the mill,
machinery, tools, equipment and vehicles employed in Yamin's small-scale
underground gold mining operations on the Capa Circa property; and (c)
approximately 16,536 tons (15,000 tonnes) of pyritic tailings located on the
Capa Circa property.

The other material terms of the Yamin Acquisition Agreement are as follows:

(a) all machinery, tools, equipment and vehicles owned by Yamin on April 1,
1996 remain the property of Yamin and may be freely used for continuing
small-scale underground mining operations at the Capa Circa mine until
such time as Da Capo terminates the current operations of the mine to
permit the development of a larger mine on the Capa Circa property. At
such time, ownership of the machinery, tools, equipment and vehicles
will revert to the Capa Circa Vendors, who will have 90 days to remove
such machinery, tools, equipment and vehicles from the Capa Circa
property;

(b) title to the pyritic tailings located on the Capa Circa property was
transferred to the Capa Circa Vendors on April 1, 1996. Upon the
termination of current small-scale underground mining operations by Yamin
at the Capa Circa mine, the Capa Circa Vendors will be permitted to treat
such tailings in the existing concentrator at the Capa Circa Mine until
the supply of tailings is

-28-
<PAGE>

exhausted. Treatment of these tailings will be conducted in such a way
that the development of a larger mine on the Capa Circa property will not
be adversely affected; and

(c) upon termination of the current small-scale underground mining operations
at the Capa Circa mine, the Capa Circa Vendors will pay all severance
benefits and indemnities in excess of $300,000 that are required under
Bolivian law to be paid to mining personnel employed by Yamin.

As a result of the Amalgamation with Da Capo, Vista Gold acquired the Capa
Circa property.

HISTORY

The district in which the Capa Circa property is located was first mined
during the colonial period. Small-scale mining continued on until modern
times and recently the main deposits have been exploited by mechanized means.
The Capa Circa property and mine was purchased in 1938 as an antimony mine by
the Yaksic family. Antimony mining continued at the Capa Circa property until
approximately 1981 when declining antimony prices and probably declining
reserves resulted in a conversion to gold mining.

The previous owners mined the Capa Circa deposit using underground methods
at an estimated rate of 20 to 30 tonnes per day until shutdown upon the
Amalgamation becoming effective.

GEOLOGY

The Capa Circa geology and mineralization are similar to the Amayapampa
property. The Capa Circa property is hosted by Upper Ordovician shales and
sandstones on the east limb of a regional anticline. The Capa Circa
mineralization is hosted by a series of high angle, east dipping quartz veins
in a 429 foot (150 metre) wide envelope. The mineralization is zoned, with
antimony mineralization more prevalent in the eastern section. The Capa Circa
mineralization is approximately 1,970 feet (600 metres) in length along
strike and 820 feet (250 metres) down near-vertical dip. Further exploration
may extend the strike length and may find down-dip extensions.

PREVIOUS EXPLORATION

Exploration by the Corporation consisted of surface trenching, underground
mapping and channel sampling, and core drilling. Thirteen core holes were
drilled in 1995 for a total of 8,022 feet (2,445 metres). The holes were
drilled largely with HQ size core and total recovery averaged 93% overall.
Several of the holes were drilled from underground locations. Sample
intervals were selected geologically, and in some cases were up to 19.7 feet
(six metres) in length.

Channel samples were collected from 8,054 feet (2,455 metres) of underground
workings representing 20 different levels and sublevels, extending over a
vertical distance of 459 feet (140 metres). Channel samples are collected at
five metre intervals, with channels four to six inches (10 to 15 centimetres)
wide and 0.8 to 1.2 inches (two to three centimetres) deep.

All exploration samples in the Capa Circa database were analyzed at
Bondar-Clegg Laboratories in Oruro, Bolivia. Because of the coarse gold
particles and concerns about nugget effect, all samples were processed using
the Hammer Mill Process (similar to a metallic screen assay).

During 1997, over 1,895 channel samples were taken on drifts and cross-cuts
in the Capa Circa mine. The results of these assays, taken with earlier
drilling and channel sampling, confirm the presence of

-29-
<PAGE>

high-grade shoots of mineralization in the lower portions of the mine. The
Capa Circa mine has essentially identical geology to Amayapampa, except that
the gold bearing veins and structures are more widely spaced. The presence of
at least six zones of lower grade mineralization surrounding the veins has
been established. These zones are 328 to 492 feet (100 to 150 metres) in
strike extent and are 98 to 164 feet (30 to 50 metres) in width, and may
represent bulk mining targets.

1998 EXPLORATION

A review of the 1997 Capa Circa sampling program was completed in 1998. The
program in 1997 consisted of 1,895 underground channel samples, over a
vertical extent of 230 feet (70 metres) and a horizontal extent of 656 feet
(200 metres). The program has outlined a resource of 198,000 tonnes (180,000
tonnes), at a grade of 0.23 ounces per tonne (eight grams per tonne)
containing 46,000 gold ounces. The resource is hosted by five veins with an
average horizontal width of 5.2 feet (1.6 metres), steep easterly dips and a
total strike length of 1,394 feet (425 metres).

The resources are from the lowest portions of the mine (San Andres level), an
area only recently accessed by traditional miners. The strike lengths of at
least three of these vein sets may be extended with further exploration. The
dip extent of mineralization for the resource estimate is 330 feet (100
metres) and may extend below that depth.

MINERAL INVENTORY

Sufficient data is lacking to determine a mineral inventory, but the
Corporation's preliminary investigations indicated that the mineralization
encountered by drilling and underground sampling in Da Capo's explorations
program will require extraction by underground mining methods.

EXPLORATION POTENTIAL

At the Capa Circa property, the mineralization is open at depth. Additional
potential also exists along strike in the mineralized zone. Significant
additional drilling is required to determine a Capa Circa mineral inventory
and to test the mineralized zone at depth and along strike.

EXPLORATION PROPERTIES

UNITED STATES

The only exploration performed by the Corporation in the United States was at
the Hycroft and Mineral Ridge mines. See "Item 2. Properties - Hycroft Mine
- -Mine Site Exploration" and "Item 2. Properties - Mineral Ridge Mine - Mine
Site Exploration".

VENEZUELA

In 1998, the Corporation terminated an option agreement with L.B. Mining Co.
entered into in 1996 which granted an option to the Corporation to purchase a
100% interest in mining concessions comprising the Guariche gold properties
in southeastern Venezuela. The Corporation terminated the option agreement
because the economic terms were unacceptable in the current gold market.

BOLIVIA

The Corporation's Bolivian properties include the Amayapampa, Capa Circa,
Iroco, Irpa Irpa and Copacabana gold properties.

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<PAGE>

COPACABANA PROPERTY

This project, located in south-central Bolivia, shows similarities to the
Amayapampa property. An initial geochemical survey indicated the possibility
of a large deposit. The survey showed a 500 foot (150 metre) by 2,000 foot
(600 metre) long soil geochemical anomaly.

After an initial mapping program was completed, a reverse-circulation drill
program was conducted. Of the seven holes completed, six had significant gold
intercepts. The drilling indicated that the possibility of both bulk tonnage
and high grade vein mineralization exists on this property. The best results
from drill hole RC3 had 0.41 ounces per ton over 39 feet (12 metres).

A trenching and mapping program is planned for this property, followed by
further diamond and reverse-circulation drilling programs. This project is an
excellent early stage exploration target with the potential to be another
Amayapampa-type deposit.

The Copacabana project was explored with diamond drilling and trenching in
1997. The drilling and trenching were performed along a 2,297 foot (700
metre) strike length of mineralized Ordovician shales. Wide zones of
anomalous gold values were intersected in core drilling and trenching, and
the property requires more exploration to define its potential. No
exploration was performed in 1998.

IRPA IRPA PROPERTY

The Irpa Irpa property is situated three miles south of Capa Circa, with
similarities to Amayapampa.

IROCO PROPERTY

The Iroco project is a gold project adjacent to one of Bolivia's largest
silver mines at Oruro. The Corporation has an option to earn a 100% interest.
Although no resource has been outlined as yet, drill hole results as high as
0.16 ounces per ton over 180 feet (55 metres) have been obtained.

The Iroco project, located three miles (five kilometres) west of Oruro,
Bolivia has been farmed out to BHP. BHP has the right to earn a 60% joint
venture interest in the property by performing $1 million in exploration by
November 1999 and by making a cash payment of $500,000 each to Vista Gold and
Compania Minera Altoro by November 2000. BHP conducted exploration on the
Iroco project in 1998. BHP completed 7 holes, at wide intervals (250 metres).
No significant results were achieved and BHP terminated its option.

ECUADOR

Effective July 8, 1998, Zamora, a corporation in which Vista Gold is a
significant shareholder, completed the acquisition of various property
interests in Ecuador from Compania Minera Gribipe S.A. ("Gribipe"), an
Ecuadorian mineral exploration company. As a condition of the transaction,
Zamora issued 39.5 million common shares to Gribipe for the acquisition of
the property interests and an additional 7.6 million common shares to Vista
Gold in settlement of debts owed to Vista Gold by Zamora. As a result of the
transaction, Vista Gold's ownership of Zamora was reduced from 48.7% to 26.5%.

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<PAGE>

Under the transaction, Zamora acquired:

(a) Gribipe's 48.33% interest in the Mina Real and Mina Real 1 concessions,
in which Zamora already held a 50% interest, for 17.0 million common
shares at Cdn.$0.20 per share and 1,721,520 common share purchase
warrants exercisable at Cdn.$0.20 per warrant; and

(b) Gribipe's 75% interest in the Nambija 1 concession for 22.5 million
common shares at Cdn.$0.20 per share and 2,278,480 common share purchase
warrants exercisable at Cdn.$0.20 per warrant.

Gribipe and Vista Gold have entered into a shareholders agreement under which
they have agreed to vote their shares for a board of directors comprising of
three nominees of Gribipe, one nominee of Vista Gold and one independent
director.

Vista Gold will also continue to provide management support to Zamora for a
period of at least one year under a management services agreement. In
addition, Vista Gold has received 7,575,944 common shares of Zamora as
consideration for the settlement of debts in the amount of Cdn.$1,515,188.71
owed by Zamora to Vista Gold. As a result of the private placements to
Gribipe and Vista Gold, Gribipe owns approximately 57.0% and Vista Gold owns
approximately 26.5% of the outstanding common shares of Zamora. The warrants
will provide Gribipe with a mechanism to fund further exploration and
development of the major properties now under Zamora's control. If the
warrants are exercised in full, Gribipe will hold approximately 59.3% and
Vista Gold will hold approximately 25.0% of the outstanding common shares of
Zamora.

Gribipe is one of the largest mineral exploration companies in Ecuador and
has been involved in a number of important exploration projects in Ecuador.
Gribipe is now commencing studies to determine the feasibility of a limited
mining and processing operation at the Campanillas mine. At Campanillas,
Zamora has exercised an option to purchase a modern 150-tonne per day cyanide
mill and is undertaking sampling and geologic studies to determine if there
is sufficient ore available on Zamora's concessions to justify reactivation
of the mill. Zamora now controls over 86,000 acres (35,000 hectares) of
concessions in the Nambija region.

At the Campanillas mine, a complete survey of underground workings was
completed.

Resampling and mapping of underground workings was completed, comprising 600
channel samples and 800 chip samples. Eighteen core holes were completed for
a total of 1,814 feet (553 metres).

Zamora reports a mineable reserve of 13,230 tons at a grade of 0.32 ounces
per ton of gold. On the Campanillas concession, mineralization was located in
the Katy area, approximately 820 feet (250 metres) north of the Campanillas
mines. Three parallel, gold bearing veins are considered to have the
potential to contain at least double the current Campanillas reserve. On the
Nambija I concession, areas of skarn mineralization have been identified.

The Campanillas mine has been rehabilitated and an overhaul of the crushing
plant, ball mill and power generators were completed.

CANADA

The Corporation holds interests in two properties in Canada which continue to
be explored by joint venture partners. They are the Manville project in
Ontario and the Isle project in Manitoba.

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<PAGE>

Falconbridge Limited performed initial drill testing on the Manville project
and Phelps Dodge Corp. performed initial drill testing on the Isle project.

1998 EXPLORATION EXPENDITURES

In the last two completed financial years, the Corporation incurred
expenditures of the following approximate dollar amounts on exploration:

<TABLE>
<CAPTION>
FINANCIAL YEAR
DESCRIPTION (MILLIONS)
----------- ----------
1998 1997
---- ----

<S> <C> <C>
Mineral exploration, property evaluation and $2.3 $2.2
holding cost
Hycroft (mine-site) - 0.1
Mineral Ridge 0.1 -
Exploration of Venezuelan properties (capitalized) 0.2 2.3
---- ----
Totals $2.6 $4.6
---- ----
---- ----
</TABLE>

1999 EXPLORATION PLAN

The 1999 exploration program will be limited by the amount of funds that the
Corporation can obtain and make available for this purpose, which in turn
will be a function of gold price and market conditions. The planned program
involves programs at the Hycroft mine and the Mineral Ridge mine in Nevada
and the Capa Circa project in Bolivia.

The Corporation's exploration focus in 1999 will be at its two U.S.
properties in Nevada. At Mineral Ridge, the Corporation expects to spend
$200,000 extending reserves at the Mary deposit and establishing resources or
reserves in four areas outlying from current proven and probable reserves.
The funds will be expended primarily on reverse-circulation drilling and will
comprise 40 to 50 drill holes. A modest surface exploration program will
examine three other areas of surface mineralization, in preparation for
drilling in 2000.

At Hycroft, the Corporation will expend approximately $200,000 to attempt to
upgrade current oxide reserves at the Brimstone deposit. The program will
involve diamond drilling and reverse-circulation drilling.

In Bolivia, a small underground exploration program may be attempted in 1999
to upgrade the Capa Circa resource.

ITEM 3. LEGAL PROCEEDINGS.

The Corporation is not aware of any pending or threatened litigation or of
any proceedings known to be contemplated by governmental authorities which
is, or would be, likely to have a material adverse effect upon the
Corporation or its operations, taken as a whole.

-33-
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, by Vista Gold during the quarter ended
December 31, 1998.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

PRICE RANGE OF COMMON SHARES

The Common Shares of Vista Gold are listed on the American Stock Exchange and
The Toronto Stock Exchange under the symbol VGZ. The following table sets out
the reported high and low sale prices on the American Stock Exchange and on
The Toronto Stock Exchange for the periods indicated as reported by the
exchanges:

<TABLE>
<CAPTION>
AMERICAN STOCK EXCHANGE THE TORONTO STOCK EXCHANGE
------------------------- --------------------------
HIGH LOW HIGH LOW
----- ----- --------- ---------
<S> <C> <C> <C> <C> <C>

1997 1st quarter.............. $1.38 $0.75 Cdn.$1.85 Cdn.$1.05
2nd quarter.............. 1.19 0.88 1.55 1.15
3rd quarter.............. 1.00 0.44 1.28 0.60
4th quarter.............. 0.50 0.19 0.69 0.26

1998 1st quarter.............. 0.31 0.19 0.43 0.27
2nd quarter.............. 0.31 0.14 0.41 0.22
3rd quarter.............. 0.22 0.13 0.29 0.18
4th quarter.............. 0.22 0.13 0.34 0.20
</TABLE>

On March 24, 1999, the last reported sale price of the Common Shares of Vista
Gold on the American Stock Exchange was $0.19 and on The Toronto Stock
Exchange was Cdn.$0.25. As at March 24, 1999, there were 90,715,040 Common
Shares issued and outstanding, and Vista Gold had 835 shareholders of record.

DIVIDENDS

Vista Gold has never paid dividends. While any future dividends will be
determined by the directors of Vista Gold after consideration of the earnings
and financial condition of Vista Gold and other relevant factors, it is
currently expected that available cash resources will be utilized in
connection with the ongoing exploration and development programs of the
Corporation.

EXCHANGE CONTROLS

There are no governmental laws, decrees or regulations in Canada that
restrict the export or import of capital, including foreign exchange
controls, or that affect the remittance of dividends, interest or other
payments to nonresident holders of the securities of Vista Gold, other than a
Canadian withholding tax. See "Item 5. Certain Canadian Income Tax
Considerations for Non-Residents of Canada".

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<PAGE>

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS FOR NON-RESIDENTS OF CANADA

Canadian withholding tax at a rate of 25% (subject to reduction under the
provisions of any relevant tax treaty) will be payable on dividends paid to a
holder of Common Shares who is not resident in Canada. The rate of
withholding tax applicable to dividends paid on the Common Shares to a
resident of the United States who beneficially holds such Common Shares would
generally be reduced to 15% or, if the non-resident holder is a corporation
that owns at least 10% of the Common Shares, to 5%. It is Revenue Canada's
present published policy that entities (including certain limited liability
companies) that are treated as being fiscally transparent for United States
federal income tax purposes will not qualify as residents of the United
States under the provisions of the Canada-United States Income Tax Convention.

Upon a disposition or deemed disposition of Common Shares, a capital gain (or
loss) will generally be realized by a non-resident holder to the extent that
the proceeds of disposition are greater (or less) than the aggregate of the
adjusted cost base of the Common Shares to the non-resident holder thereof
immediately before the disposition and any reasonable costs of disposition.
Capital gains realized on a disposition of Common Shares by a non-resident
shareholder will not be subject to Canadian tax unless the non-resident
holder and/or persons with whom the non-resident holder did not deal at arm's
length, at any time within the five-year period before the disposition, owned
or had an option to acquire 25% or more of the issued Common Shares of any
class or series of Common Shares of Vista Gold. Under the Canada-United
States Income Tax Convention, a resident of the United States who does not
carry on a business from a permanent establishment or fixed base in Canada
and who realizes a capital gain on the disposition of Common Shares that is
otherwise subject to tax in Canada, will be exempt from Canadian income tax.
It is Revenue Canada's present published policy that entities (including
certain limited liability companies) that are treated as being fiscally
transparent for United States federal income tax purposes will not qualify as
residents of the United States under the provisions of the Canada-United
States Income Tax Convention.

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<PAGE>

ITEM 6. SELECTED FINANCIAL DATA.

SELECTED FINANCIAL DATA

The selected financial data in Table I have been derived from the
consolidated financial statements of the Corporation which have been prepared
in accordance with accounting principles generally accepted in Canada. The
selected financial data should be read in conjunction with those financial
statements and the notes thereto. See "Item 8. Consolidated Financial
Statements and Supplementary Data".

TABLE I

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------------------------
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>

RESULTS OF OPERATIONS
Gold sales $37,083 $ 40,123 $ 34,847 $39,659 $37,905
Net earnings (loss) before write-downs (1,640) (5,292) (11,826) 2,159 5,116
Net earnings (loss) (1,640) (54,019) (11,826) 2,159 5,116
Net earnings (loss) per share before (0.02) (0.06) (0.21) 0.05 0.15
write-downs
Net earnings (loss) per share (0.02) (0.61) (0.21) 0.05 0.15
</TABLE>

<TABLE>
<CAPTION>
AT DECEMBER 31
-----------------------------------------------------
1998 1997 1996 1995 1994
------- ------- -------- ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C>

FINANCIAL POSITION
Working capital(1) $10,282 $ (237) $ 18,702 $21,672 $29,645
Total assets 80,878 79,028 123,316 64,285 70,506
Long-term debt and other
non-current liabilities 19,629 4,568 3,929 3,409 2,979
Shareholders' equity 53,530 55,075 109,173 54,637 52,801
</TABLE>

- ----------

(1) Including current portion of long-term debt of $2,372 - 1998; and
$13,000 - 1997.

Had the consolidated financial statements of the Corporation been prepared in
accordance with accounting principles generally accepted in the United
States, certain selected financial data would have been reported as shown in
Table II.

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<PAGE>

TABLE II

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-----------------------------------------------------
1998 1997 1996 1995 1994
------- --------- -------- ------- -------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>

RESULTS OF OPERATIONS
Net earnings (loss) $ 1,693 $(71,643) $(35,187) $ (708) $5,090
Basic and diluted earnings (loss) 0.02 (0.80) (0.62) (0.02) 0.15
</TABLE>

<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
------- --------- -------- ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C>

FINANCIAL POSITION
Total assets $66,551 $61,500 $123,316 $87,504 $70,453
Shareholders' equity 39,203 37,546 109,172 77,855 52,983
</TABLE>

See note 13 to the consolidated financial statements for the year ended
December 31, 1998 under "Item 8. Consolidated Financial Statements and
Supplementary Data - Notes to Consolidated Financial Statements".

UNITED STATES$/CANADIAN$ EXCHANGE RATES(1)(3)
<TABLE>
<CAPTION>
AT DECEMBER 31
-------------------------------------------------------------------
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
As at December 31 $0.6504 $0.6999 $0.7301 $0.7325 $0.7129
Average(2) 0.6740 0.7220 0.7331 0.7283 0.7321
High 0.7105 0.7487 0.7515 0.7529 0.7159
Low 0.6341 0.6945 0.7215 0.7025 0.7097
</TABLE>
- ----------
(1) Exchange rates are expressed as the amount of United States funds
equivalent to one Canadian dollar, being the noon buying rates in New York
City for cable transfers in Canadian dollars, as certified for customs
purposes by the Federal Reserve Bank of New York.
(2) The yearly average rate means the average of the exchange rates on each day
during a year. (3) On March 24, 1999, the noon buying rate as quoted by the
Federal Reserve Bank of New York was $1.5040 (Cdn.$1.00 equals U.S.$0.6649).

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

INTRODUCTION

This discussion should be read in conjunction with the consolidated financial
statements of the Corporation for the three years ended December 31, 1998 and
the related notes thereto, which have been prepared in accordance with generally
accepted accounting principles ("GAAP") in Canada. Differences from United
States GAAP are described in note 13 to the consolidated financial statements.

-37-
<PAGE>

During 1998, 1997 and 1996, the Corporation's primary mining operation was
the Hycroft (formerly Crofoot/Lewis) mine in Nevada, which began gold
production in 1987. In January 1998, the Corporation took steps to improve
its cash flow and liquidated its forward position in the gold futures market
and reduced mining activities at the Hycroft mine. In December 1998, mining
activities were suspended at the Hycroft mine. Gold processing and recovery
will continue from inventoried ore in 1999 and 2000, with gold production for
1999 estimated at approximately 25,000 ounces.

In October 1998, the Corporation acquired the Mineral Ridge mine, a gold
property located in Nevada. As of December 31, 1998, proven and probable
reserves at the Mineral Ridge mine were 4 million tons at a grade of 0.06
ounces per ton containing 241,000 ounces of gold. Prior to the acquisition of
the Mineral Ridge mine by the Corporation, the mine had been shut down since
December 1997. Gold production for 1999 is estimated at between 40,000 and
45,000 ounces.

RESULTS OF OPERATIONS

1998 COMPARED WITH 1997

The net loss for 1998 was $1.6 million compared to a net loss of $54.0
million in 1997. The 1998 net loss included gains of $0.8 million from the
disposal of assets, while the 1997 net loss included gains of $1.0 million
from the disposal of assets. The 1998 net loss also included a one-time gain
on the liquidation of gold futures of $3.2 million, while there was no
similar gain in 1997. The 1997 net loss included a $48.7 million write down
of mineral properties and investments. There were no similar write-downs in
1998. Excluding gains from the liquidations of gold futures and the disposal
of assets, and write-downs of mineral properties and investments, the 1998
net loss of $5.6 was slightly less than the 1997 loss of $6.3 million.

Average gross realized prices declined in 1998 as the gold spot price
continued to drop. Gold revenues of $37.1 million in 1998 decreased $3.0
million, or 8% from 1997, primarily because of the lower average gross
realized price combined with a decrease in gold production.

<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Gold (ounces) 112,838 117,378
Average gross realized price $329 $342
</TABLE>

Gold production decreased 4,540 ounces from 117,378 in 1997 to 112,838 ounces
in 1998. The decrease in gold production was attributable to the reduction in
mining activities at the Hycroft mine. In 1998, 7.2 million ore tons were
mined as compared to 10.6 million ore tons in 1997. While ore tons mined
decreased 32% in 1998, gold production only decreased 4%. The positive
variance was largely due to measures taken in 1997 to improve solution flow
rates and gold production, combined with higher than expected ore grades in
1998.

Lower average cash balances led to lower interest income for the year.
Interest income in 1998 was $0.1 million as compared to $0.2 million in 1997.
Total revenues decreased $3.2 million to $37.2 million in 1998.

Operating costs from mining operations decreased $3.9 million from 1997 to
$27.0 million in 1998. The decrease was due to the reduction in mining
activities at the Hycroft mine. Total tons mined, including waste tons,
decreased to 10.4 million tons in 1998 from 37.5 million tons in 1997. The
average cost per ton mined increased to $0.80 in 1998, as compared to $0.57
in 1997, as a result of inefficiencies associated with the reduction in
mining activities.

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<PAGE>

Depreciation, depletion and amortization in 1998 of $6.3 million was
relatively unchanged from 1997. However, the provision for reclamation and
closure costs of $2.4 million in 1998 increased dramatically from $0.8
million in 1997. The increase compensated for the new Hycroft mine plan which
called for the reduction and subsequent suspension of mining activities in
1998. The new mine plan optimized the mine's ore reserve in light of reduced
gold prices and concentrated on lower production cost ounces. Amortization
and accrual rates increased because of the reduction in total tons and ounces
called for in the new mine plan.

Operating lease costs in 1998 decreased to $1.1 million as compared to $2.2
million in 1997. During 1998, the leases on several large pieces of mobile
mining equipment terminated and the equipment was purchased at the end of the
leases. The Corporation does not have any other outstanding major equipment
leases.

Mineral exploration, property evaluation and holding costs were $2.6 million
in 1998. Holding costs for the Corporation's Bolivian properties were $2.0
million in 1998. The Corporation incurred these holding costs while
maintaining and protecting its property interests in Bolivia, operating its
administrative office in La Paz, and sustaining its development and social
operations at the Amayapampa and Capa Circa properties. There were no similar
costs in 1997. Excluding the Bolivian holding costs, 1998 mineral exploration
and property evaluation expenses were $0.6 million as compared to $2.3
million in 1997. The $1.7 million decrease reflects the Corporation's efforts
to control costs and conserve cash in 1998. During 1998, the Corporation's
exploration efforts were focused on Latin America and the Mineral Ridge mine
in Nevada.

Corporate administration and investor relations decreased $1.2 million in
1998 to $1.5 million as the Corporation continued to reduce its overhead and
administrative costs. Interest expense in 1998 was $0.7 million as compared
to $0.8 million in 1997, reflecting the Corporation's lower average debt
balance during the year.

In 1998, the gain on the disposal of assets was $0.8 million and primarily
consisted of the sales of surplus mining equipment from the Hycroft mine and
the sale of the Corporation's non-producing Tartan mine in Canada.

As discussed above, the Corporation liquidated its forward position in the
gold futures market in January 1998. As a result, net hedging gains of $9.3
million were realized, of which $3.2 million was recognized immediately as
other revenue with the balance deferred to subsequent periods. No such gain
was recorded in 1997.

Income tax expense increased $0.1 million in 1998 to $0.2 million, primarily
as a result of U.S. alternative minimum taxes which limit the Corporation's
ability to utilize existing loss carry forwards.

Management regularly reviews the carrying values of its long-lived assets and
investments. In 1997, the carrying values of certain properties and
investments were written down by $48.7 million. No similar write-down was
required in 1998.

1997 COMPARED WITH 1996

The net loss for 1997 was $54.0 million compared to a net loss of $11.8
million in 1996. The 1997 net loss included a $48.7 million write down of
mineral properties and investments, while there was no similar write-down in
1996. The 1997 net loss also included gains of $1.0 million from the disposal
of assets, while the 1996 net loss included gains of $0.5 million from the
disposal of assets. Excluding

-39-
<PAGE>

these write-downs and gains, losses decreased $6.0 million from $12.3 million
in 1996 to $6.3 million in 1997. The decrease in losses was largely
attributable to improved gold revenues.

Despite lower average gross realized prices, gold revenues of $40.1 million
in 1997 increased $5.3 million, or 15% from 1996 because of increased gold
production as follows:

<TABLE>
<CAPTION>
1997 1996
------- ------
<S> <C> <C>
Gold (ounces) 117,378 89,381
Average gross realized price $342 $390
</TABLE>

Gold production in 1997 increased 31%, or 27,997 ounces, from 1996. The
increase in gold production was attributable to increased ore production
combined with increased solution pumping capacity at the mine. Ounces placed
on the heap leach pads increased 6% to 118,506 ounces in 1997. In 1997, the
Corporation obtained the requisite environmental permits and increased the
solution pumping capacity at the mine to improve flow rates and thereby
improve production. At December 31, 1997, gold inventory at the Hycroft mine
was 56,000 ounces as compared to 55,000 ounces in 1996.

Lower average cash balances led to lower interest income for the year.
Interest income in 1997 was $0.2 million as compared to $0.7 million in 1996.
Combined revenues from gold sales and interest income increased $4.8 million
to $40.4 million in 1997.

Operating costs from mining operations decreased $1.2 million from 1996 to
$30.9 million in 1997. The decrease from 1996 was due to general efficiency
increases in light of lower gold prices. Total tons mined, including waste
tons, increased to 37.5 million tons from 36.9 million tons in 1996. Mining
costs decreased to $21.6 million in 1997 from $23.9 million in 1996. The
combined mining cost per ton decreased to $0.57 in 1997 as compared to $0.65
in 1996.

Depreciation, depletion, amortization, and the provision for reclamation and
closure costs in 1997 was 20% higher than 1996, due to the addition of new
mining and processing equipment in 1996 combined with a mine plan change in
1997. The new mine plan optimized the mine's ore reserve in light of reduced
gold prices and concentrated on lower production cost ounces. Amortization
and accrual rates increased because of the reduction in total tons and ounces
called for in the new mine plan. Operating lease costs in 1997 were
approximately the same as 1996.

Mineral exploration and property evaluation expenses decreased 37% from 1996
to $2.3 million reflecting the Corporation's efforts to control costs in
1997. During 1997, the Corporation ceased exploration in the United States
and in December, sold its remaining United States exploration interests. The
Corporation's 1997 exploration program concentrated on Latin America.

Corporate administration, investor relations and other income and expenses
decreased $0.4 million in 1997 to $2.5 million as the Corporation continued
to reduce its overhead costs. Interest expense in 1997 was $0.8 million as a
result of the new debt agreement entered into during the year. In 1996, no
similar debt existed.

In 1997, the gain on the disposal of assets and mineral properties was $1.0
million and was primarily comprised of the divestiture of the Corporation's
United States exploration properties combined with the sales of surplus
mining equipment from the Hycroft mine.

Management regularly reviews the carrying values of its long-lived assets and
investments. These evaluations indicated that the carrying values of certain
properties and investments were overstated and,

-40-
<PAGE>

accordingly, were written down. Based upon management's evaluations, $48.7
million was written down, including: Bolivian mineral properties - $25.9
million; Hycroft mine - $17.5 million; Investment in Zamora - $2.7 million;
Venezuelan mineral properties - $2.3 million; and Tartan Lake mine - $0.3
million.

YEAR 2000

As the year 2000 approaches, there are uncertainties concerning whether
computer systems will properly recognize date-sensitive information when the
year changes to 2000. Systems that do not properly recognize such information
could generate erroneous data or fail.

A significant portion of the Corporation's computer systems and software are
already configured to accommodate dates beyond the year 2000. The Corporation
believes that the year 2000 will not pose significant operational problems
for the Corporation's computer systems. At present, the Corporation has
established a plan to identify and resolve potential year 2000 issues. The
plan includes the following five key elements:

- - to test and evaluate the hardware components of the Corporation's computer
systems;

- - to test and evaluate the software components of the Corporation's computer
systems;

- - to test and evaluate any date/time sensitive components of the
Corporation's operating assets and control systems;

- - to evaluate and prioritize the potential impact of any third-party
computer systems; and

- - to take corrective actions where necessary.

The Corporation intends to complete the identification of potential year 2000
issues in June 1999. The resolution of any year 2000 issues will be dependent
on the nature of the issue. However, where any internal equipment or software
is concerned, the Corporation will respond by modifying, upgrading, or
replacing any features that are not year 2000 compliant. Where possible, the
Corporation will also attempt to incorporate redundancy to reduce the
likelihood of year 2000 failures and contingency plans to minimize the effect
of year 2000 failures. Additionally, printed and electronic back-ups are kept
of all material transactions, reports, systems and software where the effects
of year 2000 failures could adversely impact the Corporation. The Corporation
does not expect that the cost of the remedial efforts to address year 2000
issues will be significant.

The Corporation has not yet completed its assessment of all of its systems,
or the computer systems of third parties with which it deals and, while it is
not possible at this time to assess the effect of a third party's inability
to adequately address year 2000 issues, the Corporation does not believe the
potential problems associated with year 2000 will have a material effect on
its financial results.

LIQUIDITY AND CAPITAL RESOURCES

The Corporation's consolidated cash balance at December 31, 1998 was $4.8
million, an increase of $3.0 million from the end of the previous year.
During 1998, operating and hedging activities generated $12.6 million before
changes in operating assets and liabilities, which generated an additional
$1.4 million. Excluding the non-cash purchase of Mineral Ridge Inc.,
investing activities generated $2.0 million and financing activities consumed
$13.0 million for a net increase to cash of $3.0 million.

-41-
<PAGE>

During 1998, the Corporation reduced its gold inventory by $5.4 million and
converted $3.5 million to cash by selling gold. The remaining $1.9 million of
unsold gold bullion was available for sale and included in accounts
receivable at December 31, 1998. The reduction of accounts payable and
accrued liabilities during 1998 consumed $2.1 million in cash and the
resulting net change in operating assets and liabilities was a $1.4 million
increase in cash.

Proceeds from the disposal of assets, primarily resulting from the sale of
surplus mining equipment from the Hycroft mine and the sale of the
non-producing Tartan mine, were $5.8 million in 1998. Capital expenditures in
1998 included $2.3 million at the Hycroft mine, primarily for the buy-out of
major equipment leases, $1.1 million at the Mineral Ridge mine for
acquisition and development costs, and $0.4 million in Latin America,
primarily for the continued study and evaluation of the Amayapampa and Capa
Circa properties. In total, investing activities generated $2.0 million in
cash.

During 1998, the Corporation completely retired the $13.0 million of
outstanding debt collateralized by the assets of the Hycroft mine. This was
the only cash financing transaction in 1998.

RECLAMATION AND ENVIRONMENTAL COSTS

Management estimates the reclamation and closure costs for the Corporation's
mines as follows:

<TABLE>
<S> <C>
Hycroft mine............................................ $5.4 million
Mineral Ridge mine...................................... $1.8 million
------------
Total Estimated Costs................................... $7.2 million
------------
------------
</TABLE>

These costs are charged to earnings over the lives of the mines and the
provision to date is $6.4 million. In April 1995, the Nevada Bureau of Land
Management ("BLM") approved an amended Hycroft mine reclamation plan that
included the Brimstone deposit, and an uncollateralized surety bond in the
amount of $5.1 million was posted to secure reclamation obligations under the
plan. In September 1996, the BLM approved the Mineral Ridge mine plan of
operations and a surety bond in the amount of $1.6 million was posted. Cash
collateral in the amount of $0.9 million has been posted as security for the
surety bond.

REGULATORY COMPLIANCE AND OTHER MATTERS

During 1998, there were no material environmental incidents or non-compliance
with any applicable environmental regulations.

OUTLOOK

Gold prices continued to decline in 1998. And while there has been some
recent price improvement, the Corporation is making its plans on the
assumption that low gold prices will persist in 1999 and into 2000.

At the Hycroft mine, the Corporation took steps to improve its cash flow in
January 1998 and liquidated its forward position in the gold futures market.
The liquidation of the Corporation's gold forward position generated $9.5
million in cash. Waste-rock mining at the Hycroft mine was then halted and
the Corporation planned to suspend ore mining in May 1998. Better ore grades
than expected allowed ore mining to continue until December 1998. Gold
processing and recovery will continue from inventoried ore in 1999 and 2000
and gold production in 1999 is anticipated to be 25,000 ounces.

-42-
<PAGE>

A reconciliation of Brimstone ore reserves mined showed that approximately
30% more gold was mined than projected from the estimated reserves from
exploration results prior to mining. In 1999, the Corporation plans to
conduct a program, including redrilling, to determine if this upgrading
applies to the remaining Brimstone gold resources. A positive result from
this study or higher gold prices could permit resumption of production at the
Hycroft mine. Currently, the Corporation plans to maintain the plant and
facilities on a standby basis until production can be restarted. In the
short-term, the Corporation will commence reclamation in areas that would not
be affected by future operations.

At the Mineral Ridge mine, the mining operation has been restarted and the
processing plant is undergoing start-up and commissioning. A number of
significant modifications, which were identified prior to acquisition, have
been made to the plant. In addition, an inadequate ore feeding arrangement
identified during start-up was replaced in February 1999. As a result of the
feeder replacement, the start-up schedule has been extended by approximately
one month. This is not expected to have a significant effect on the estimated
gold production of between 40,000 to 45,000 ounces in 1999.

In December 1998, the Corporation started a drilling program designed to add
gold reserves to the Mineral Ridge mine. The initial program is designed to
extend or confirm mineralization in areas where no information exists.
Following the evaluation of these results, additional drilling will continue.

In Bolivia, the Corporation recently completed an optimized internal
feasibility study on the project. Based on a gold price of $300 per ounce,
the proven and probable reserves at Amayapampa are calculated to be 10.7
million tons grading 0.051 ounces per ton including dilution, containing
548,000 ounces of gold. Indicated resources at Capa Circa, located ten
kilometres from Amayapampa, are 198,000 tons grading 0.23 ounces per ton
including dilution, containing 46,000 ounces of gold.

The initial capital costs are estimated to be $26 million, including working
capital and a 20% contingency. The Corporation has been in discussions with
various lenders and has recently received an indicative term sheet from a
major international bank for the debt financing component for the project and
is exploring alternatives to complete the total financing package. During
1999, the Corporation's activities will focus on arranging financing for the
construction and development of the Amayapampa/Capa Circa project.

The Corporation has sufficient cash on hand to continue producing gold at the
Hycroft mine and to complete the start-up and commissioning activities at the
Mineral Ridge mine. The ability of the Corporation to re-start mining
activities at Hycroft is dependent on gold prices and the potential for
higher grade oxide ore. The anticipated cash flows from operations are
expected to adequately provide the working capital the Corporation requires
and allow the Corporation to maintain the Bolivian properties while it seeks
project financing. However, the Corporation will have to raise additional
funds from external sources in order to undertake construction and
development of the Bolivian properties.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

COMMODITY PRICE RISK

The Corporation is engaged in gold mining and related activities, including
exploration, extraction, processing, refining and reclamation. Gold bullion
is the Corporation's principal product. Changes in the price of gold could
significantly affect the Corporation's profitability and cash flows. Gold
prices may fluctuate widely from time to time. For a description of factors
that affect gold prices, see note 1(a) to the consolidated financial
statements for the year ended December 31, 1998 under "Item 8.

-43-
<PAGE>

Consolidated Financial Statements and Supplementary Data - Notes to
Consolidated Financial Statements".

Using current 1999 estimates of production at an estimated average gold price
of $300 per ounce, including the effects of the Corporation's hedging
position and management's estimate of expected operating expenses, a $10
change in the gold price would result in an increase or decrease of
approximately $0.5 million in net income and cash flows.

The Corporation occasionally utilizes derivative commodity instruments for
purposes other than trading purposes to manage the Corporation's exposure to
the risks associated with fluctuations in the price of gold by protecting the
selling price of a portion of its production. The market risk of these
commodity instruments to the Corporation's cash flow is related to the
possible failure of all counterparties to honour their contractual
obligations. Also, precious metals contracts between the Corporation and
various counterparties involve the requirement that the Corporation deliver
gold to the counterparty at agreed-upon prices. If the counterparty is unable
to fulfill its purchase obligations, there is no guarantee that the
Corporation will be able to receive the agreed-upon sales price in the open
market. If the Corporation is unable to produce sufficient gold to meet its
hedging contract obligations, it may be obligated to purchase such gold at
the then market price. For further information regarding the Corporation's
hedging program, see note 7(a) to the consolidated financial statements for
the year ended December 31, 1998 under "Item 8. Consolidated Financial
Statements and Supplementary Data - Notes to Consolidated Financial
Statements".

At December 31, 1998, the Corporation's outstanding forward sales contracts
were for 100,000 ounces at a projected average price of $330 per ounce to be
delivered in 1999. The Corporation has the ability to defer the date that the
related gold is ultimately delivered. In January 1999, the Corporation closed
out forward sales contracts covering 8,000 ounces for cash consideration of
approximately $0.8 million. The proceeds were recorded as deferred revenue
and will be recognized in gold sales when the original hedged transaction
would have matured.

INTEREST RATE RISK

At December 31, 1998, the interest rate on the Corporation's long-term debt
was LIBOR plus 2%. The interest rate on this debt is variable and is reset
periodically at the option the Corporation. As a result, management does not
believe that the Corporation is exposed to significant interest rate risk and
the Corporation does not utilize market risk sensitive instruments to manage
its exposure to this risk.

FOREIGN CURRENCY EXCHANGE RATE RISK

The price of gold is denominated in U.S. dollars, and all of the
Corporation's revenues and a significant majority of its expenses are
incurred in U.S. dollars. As a result, management does not believe that the
Corporation is exposed to any significant foreign currency exchange rate risk
and the Corporation does not utilize market risk sensitive instruments to
manage its exposure to this risk.

-44-
<PAGE>

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of Vista Gold Corp.

We have audited the consolidated balance sheets of Vista Gold Corp. as of
December 31, 1998 and 1997 and the consolidated statements of earnings
(loss), retained earnings (deficit) and cash flows for each of the three
years in the period ended December 31, 1998. These consolidated financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of the Corporation as of December 31, 1998 and 1997, and the consolidated
results of its operations and cash flows for each of the three years in the
period ended December 31, 1998, in accordance with generally accepted
accounting principles.

/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, British Columbia, Canada
March 19, 1999

-45-
<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AT DECEMBER 31
---------------------
1998 1997
-------- --------
(U.S. DOLLARS
IN THOUSANDS)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 4,786 $ 1,799
Marketable securities 90 132
Accounts receivable 3,958 2,199
Gold inventory 7,318 12,717
Supplies and other 1,849 2,301
-------- --------
Current assets 18,001 19,148
-------- --------

Property, plant and equipment, net - Note 3 61,093 58,638
Investment in and advances to Zamora
Gold Corp. - Note 4 571 857
Other assets 1,213 385
-------- --------
Long-term assets 62,877 59,880
-------- --------
Total assets $ 80,878 $ 79,028
-------- --------
-------- --------

LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable $ 2,425 $ 4,472
Accrued liabilities and other 1,772 1,913
Deferred hedging gains 1,150 -
Current portion of long-term debt - Note 5 2,372 13,000
-------- --------
Current liabilities 7,719 19,385
-------- --------

Long-term debt - Note 5 13,217 -
Accrued reclamation and closure costs 6,384 4,534
Other liabilities 28 34
-------- --------
Long-term liabilities 19,629 4,568
-------- --------

Total liabilities 27,348 23,953
-------- --------

Capital stock, no par value per share - Note 6:
Preferred - unlimited shares authorized;
no shares outstanding
Common - unlimited shares authorized;
shares outstanding: 1998 - 90,715,040;
1997 - 89,152,540 121,146 120,870
Deficit (66,076) (64,436)
Currency translation adjustment (1,540) (1,359)
-------- --------
Total shareholders' equity 53,530 55,075
-------- --------
Total liabilities and shareholders' equity $ 80,878 $ 79,028
-------- --------
-------- --------
</TABLE>

Commitments and contingencies - Note 7

Approved by the Board of Directors

/S/ DAVID R. SINCLAIR /S/ PETER WALTON
David R. Sinclair Peter Walton
Chairman Director

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

-46-
<PAGE>

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------------------
1998 1997 1996
---------- ---------- ----------
(U.S. DOLLARS IN THOUSANDS,
EXCEPT SHARE DATA)
<S> <C> <C> <C>
REVENUES:
Gold sales $37,083 $40,123 $34,847
Other revenues - Note 2 (m) 3,350 248 722
---------- ---------- ----------
Total revenues 40,433 40,371 35,569
---------- ---------- ----------
COSTS AND EXPENSES:
Mining operations 27,009 30,917 32,076
Depreciation, depletion and amortization 6,270 6,223 5,170
Provision for reclamation and closure costs 2,442 826 689
Operating leases 1,094 2,228 2,137
Mineral exploration, property evaluation and holding costs 2,596 2,294 3,636
Corporate administration 1,278 2,328 2,554
Investor relations 209 407 531
Interest expense 660 817 24
Gain on disposal of assets (775) (1,022) (458)
Equity in loss and impairment of Zamora Gold Corp. 427 3,501 1,342
Other expense (income) 692 (189) (133)
Write-down of mineral properties - Note 8 - 46,015 -
---------- ---------- ----------
Total costs and expenses 41,902 94,345 47,568
---------- ---------- ----------

Loss before taxes (1,469) (53,974) (11,999)

Income taxes (recovery) - Note 9 171 45 (173)
---------- ---------- ----------
---------- ---------- ----------

Net loss ($1,640) ($54,019) ($11,826)
---------- ---------- ----------
---------- ---------- ----------

Weighted average shares outstanding 89,456,478 89,101,056 56,309,941
---------- ---------- ----------
---------- ---------- ----------

Loss per share ($0.02) ($0.61) ($0.21)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

-47-
<PAGE>

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (DEFICIT)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
-------------------------------------
1998 1997 1996
-------- -------- --------
(U.S. DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Retained earnings (deficit), beginning of period ($64,436) ($10,417) $1,409
Net loss (1,640) (54,019) (11,826)
-------- -------- --------
Deficit, end of period ($66,076) ($64,436) ($10,417)
-------- -------- --------
-------- -------- --------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

-48-
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
------------------------------------
1998 1997 1996
-------- -------- --------
(U.S. DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,640) ($54,019) ($11,826)
ADJUSTMENTS TO RECONCILE NET EARNINGS (LOSS) TO NET
CASH PROVIDED BY (USED IN) OPERATIONS:
Depreciation, depletion and amortization 6,270 6,223 5,170
Amortization of deferred stripping 1,169 985 5,727
Amortization of debt issue costs - 143 -
Deferral (amortization) of hedging gains 1,150 (430) 430
Amortization of deferred hedging costs 276 - -
Provision for reclamation and closure costs 2,442 826 689
Gain on sale of assets (775) (1,022) (458)
Equity in loss and impairment of Zamora Gold Corp. 427 3,501 1,342
Gain on currency translation (181) (205) (193)
Write-down of mineral properties - 46,015 -
Other non-cash items (5) 1 (12)
-------- -------- --------
Cash provided by operating activities 9,133 2,018 869
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Marketable securities 42 82 (34)
Accounts receivable (1,759) (167) (1,551)
Gold inventory 5,399 1,597 (5,649)
Supplies and other 452 1,457 (383)
Accounts payable (2,047) (3,741) 4,424
Accrued liabilities and other (141) 343 (834)
Reclamation and closure costs (592) (189) (201)
-------- -------- --------
Net cash provided by (used in) operating activities 10,487 1,400 (3,359)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Da Capo Resources Ltd. - - (49,682)
Additions to property, plant and equipment (14,877) (14,699) (20,084)
Additions to deferred stripping - (6,034) (512)
Proceeds from disposal of assets 5,758 1,168 472
Investment in and advances to Zamora Gold Corp. (141) (1,376) -
Other assets (1,105) (383) (2)
-------- -------- --------
Net cash used in investing activities (10,365) (21,324) (69,808)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (13,000) (1,700) -
Proceeds from debt - 14,700 -
Assumption of debt 15,589 - -
Issue of shares for Mineral Ridge Inc. 276 - -
Issue of shares for Da Capo acquisition - - 48,730
Proceeds from issuance of special warrants - - 17,308
Proceeds from issuance of common stock - 125 517
-------- -------- --------
Net cash provided by financing activities 2,865 13,125 66,555
-------- -------- --------
Net increase (decrease) in cash and cash equivalents 2,987 (6,799) (6,612)
Cash and cash equivalents, beginning of period 1,799 8,598 15,210
-------- -------- --------
-------- -------- --------
Cash and cash equivalents, end of period $4,786 $1,799 $8,598
-------- -------- --------
-------- -------- --------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

-49-
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The tabular information set out below is in thousands of United States
dollars, except share data.

1. NATURE OF OPERATIONS

(a) VISTA GOLD CORP.

Vista Gold Corp., formerly Granges Inc. (see note (b) below), is engaged in
gold mining and related activities in the United States, Canada, and Latin
America, including exploration, extraction, processing, refining and
reclamation. Gold bullion is the Corporation's principal product, which is a
commodity produced throughout the world.

The Corporation's results are impacted by the price of gold. Gold prices
fluctuate and are affected by numerous factors, including, but not limited
to, expectations with respect to the rate of inflation, exchange rates
(specifically, the U.S. dollar relative to other currencies), interest rates,
global and regional political and economic circumstances and governmental
policies with respect to gold holdings by central banks. The demand for and
supply of gold affect gold prices, but not necessarily in the same manner as
demand and supply affect the prices of other commodities. The supply of gold
consists of a combination of new mine production and existing stocks of
bullion and fabricated gold held by governments, public and private financial
institutions, industrial organizations and private individuals. The demand
for gold primarily consists of jewellery and investments. Additionally,
hedging activities by producers, consumers and financial institutions can
affect gold supply and demand. Gold can be readily sold on numerous markets
throughout the world and its market value can be ascertained at any
particular time. As a result, the Corporation is not dependent upon any one
customer for the sale of its product.

(b) PURCHASE OF DA CAPO RESOURCES LTD.

On July 31, 1996, the boards of directors of Granges Inc. and Da Capo
Resources Ltd. unanimously approved the amalgamation of the two companies to
form a new company. The Supreme Court of British Columbia approved the
amalgamation, effective November 1, 1996, under the name "Vista Gold Corp."
Under the terms of the agreement, each shareholder of Granges received one
Vista Gold share for each Granges share, and each shareholder of Da Capo
received two Vista Gold shares for each Da Capo share. After the
amalgamation, Vista Gold was owned 66.25% by Granges shareholders and 33.75%
by Da Capo shareholders on a fully diluted basis.

On October 21, 1998, the Corporation completed the acquisition of Mineral
Ridge Resources Inc. from Cornucopia Resources Ltd. Vista Gold acquired all
of the shares of Mineral Ridge Inc. in consideration for 1,562,000 Common
Shares of Vista Gold with an aggregate value of $250,000. The fair value of
the consideration under purchase accounting was $276,000. Vista Gold
concurrently subscribed on a private placement basis for 2,777,777 common
shares of Cornucopia valued at $250,000.

-50-
<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES

(a) GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The consolidated financial statements of the Corporation and its subsidiaries
have been prepared in accordance with accounting principles generally accepted
in Canada. These principles differ in certain material respects from those
accounting principles generally accepted in the United States. The differences
are described in note 13.

(b) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Vista Gold and its
subsidiaries. Vista Gold's subsidiaries and its percentage ownership in these
entities as of December 31, 1998 are:

<TABLE>
<CAPTION>
OWNERSHIP
- ------------------------------------------------------------------------------
<S> <C>

Vista Gold Holdings Inc. and its wholly-owned subsidiaries 100%

Hycroft Resources & Development, Inc. and
its wholly-owned subsidiary Hycroft Lewis Mine, Inc.

Mineral Ridge Resources Inc.

Vista Gold U.S. Inc.

Granges Inc. (previously called Granges (Canada) Inc.) 100%

Vista Gold (Antigua) Corp. 100%

Sociedad Industrial Yamin Limitada 100%
</TABLE>

The preparation of consolidated financial statements in accordance with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the
consolidated financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from those
reported.

(d) FOREIGN CURRENCY TRANSLATION

Sales revenues and a significant portion of the Corporation's expenses are
denominated in U.S. dollars. The focus of the Corporation is increasingly on
international operating activities and the Corporation's executive office is
located in Denver, Colorado. The U.S. dollar is the principal currency of
the Corporation's business. Accordingly, the consolidated financial
statements of the Corporation are expressed in U.S. dollars.

Self-sustaining foreign operations are translated using the current rate
method. Under this method, assets and liabilities are translated at the rate
of exchange on the balance sheet date, and revenue and expenses at the
average rate of exchange during the period. Exchange gains and losses are
deferred and shown as a currency translation adjustment in shareholders'
equity until transferred to earnings when the net investment in the foreign
operation is reduced.

-51-
<PAGE>

Foreign currency denominated monetary items of the Corporation, excluding its
foreign operations, are translated at the year-end exchange rate. Exchange
gains and losses on these items are recognized in earnings in the year they
arise.

(e) REVENUE RECOGNITION

Sales are recorded as soon as the product is considered available for sale.
Gains and losses on forward sales and option contracts are deferred until the
related production is sold.

(f) MINERAL EXPLORATION

Acquisition and exploration expenditures on mineral properties are expensed
when incurred until such time as the property indicates the potential of
being developed into a mine, and thereafter the expenditures are capitalized.
Holding costs to maintain a property on a stand-by basis are charged to
expenses as incurred. Previously capitalized expenditures are expensed if the
project is determined to be uneconomical.

(g) CASH EQUIVALENTS

Cash equivalents are represented by investments in short-term investment
funds consisting of highly liquid debt instruments such as certificates of
deposit, commercial paper, and money market accounts purchased with an
original maturity date of less than three months. The Corporation's policy is
to invest cash in conservative, highly rated instruments and limit the amount
of credit exposure to any one institution.

(h) MARKETABLE SECURITIES

Marketable securities are carried at the lower of cost or market value, which
approximates fair value.

(i) INVENTORIES

Gold inventory is valued at the lower of average cost or net realizable
value. The direct cash costs associated with ore placed in stockpiles and on
leach pads are inventoried and charged to operations as the contained gold is
recovered. Based upon actual metal recoveries, ore grades and operating
plans, management continuously evaluates and refines estimates in determining
the carrying values of costs associated with gold inventories. It is possible
that in the near term, estimates of recoverable ore, grade, and gold price
could change causing the Corporation to revise the value of its gold
inventories.

Supply inventories are valued at the lower of average cost or net replacement
value.

(j) PROPERTY, PLANT AND EQUIPMENT

(i) Developed Mineral Properties

Property acquisition and development costs are carried at cost less
accumulated amortization and write-downs. Amortization is provided on
the unit-of-production method based on proven and probable reserves.
Holding costs to maintain a property on a stand-by basis are charged to
expense as incurred. Management reviews the carrying value of the
Corporation's interest in each property quarterly and, where necessary,
these properties are written down to their estimated recoverable amount
determined on an undiscounted basis. Management's estimate of gold
price, recoverable proven and probable reserves, operating, capital and
reclamation costs

-52-
<PAGE>

are subject to risks and uncertainties affecting the recoverability of
the Corporation's investment in property, plant and equipment. Although
management has made its best estimate of these factors based on current
conditions, it is possible that changes could occur in the near term
that could adversely affect management's estimate of net cash flows
expected to be generated from its operating properties and the need for
possible asset impairment write-downs.

(ii) Plant and Equipment

Plant and equipment are recorded at cost and depreciated using the
units-of-production method or the straight-line method over their
estimated useful lives. The cost of normal maintenance and repairs is
charged to expense as incurred. Significant expenditures, which increase
the life of an asset, are capitalized and depreciated over the remaining
estimated useful life of the asset. Upon sale or retirement of assets,
the costs and related accumulated depreciation or amortization are
eliminated from the respective accounts and any resulting gains or
losses are reflected in operations.

(iii) Deferred Stripping

During production, mining costs associated with waste rock removal in
excess of the average life-of-mine stripping ratios are deferred and
charged to operations over the life of the mine. Although management has
made its best estimate of these factors based on current conditions, it
is possible that changes could occur in the near term that could
adversely affect management's estimate of ounces of gold in proven and
probable reserves and the need for a change in the amortization rate of
deferred stripping cost.

(k) PROVISION FOR FUTURE RECLAMATION AND CLOSURE COSTS

All of the Corporation's operations are subject to reclamation, site restoration
and closure requirements. Costs related to ongoing site restoration programs are
expensed when incurred. A provision for mine closure and site restoration costs
is charged to earnings over the lives of the mines on a unit-of-production
basis. The Corporation calculates its estimates of the ultimate reclamation
liability based on current laws and regulations and the expected future costs to
be incurred in reclaiming, restoring and closing its operating mine sites. It is
possible that the Corporation's estimate of its ultimate reclamation, site
restoration and closure liability could change in the near term due to possible
changes in laws and regulations and changes in cost estimates.

(l) ESTIMATES OF PROVEN AND PROBABLE RESERVES

Management's calculation of proven and probable reserves is based upon
engineering and geological estimates and financial estimates including gold
prices and operating costs. The Corporation depreciates some of its assets and
accrues for reclamation on a unit-of-production basis over proven and probable
reserves. Changes in geological interpretations of the Corporation's ore bodies
and changes in gold prices and operating costs may change the Corporation's
estimate of proven and probable reserves. It is possible that the Corporation's
estimate of proven and probable reserves could change in the near term and could
result in revised charges for depreciation and reclamation in future reporting
periods.

(m) HEDGING

The Corporation enters into derivative financial transactions to hedge its
exposure to the effects of fluctuations in the price of gold. The Corporation
does not enter into derivative transactions for

-53-
<PAGE>

speculative purposes. The resulting gains or losses, measured by quoted
market prices, are recognized when the hedged transactions are completed and
the related production is sold. In January 1998, the Corporation liquidated
its forward position in the gold futures market. As a result, net hedging
gains of $9.3 million were realized, of which $3.2 million was recognized
immediately as other revenue with the balance deferred to subsequent periods.
Deferred hedging gains are amortized to gold revenues as the original hedged
transactions would have matured. The Corporation anticipates that its current
deferred hedging gains will be amortized by September 2000.

(n) EARNINGS PER SHARE

Net loss per share is calculated by dividing the net loss by the weighted
average number of common shares outstanding during the year. Fully diluted
loss per share is not disclosed as the inclusion of common share equivalents
would be anti-dilutive.

(o) FAIR VALUE

The recorded value of the Corporation's financial assets and liabilities
approximates the fair value.

3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is comprised of the following:

<TABLE>
<CAPTION>
1998 1997
- -------------------------------------------------------------------------------------------------------------------------------

ACCUMULATED ACCUMULATED
DEPRECIATION, DEPRECIATION,
DEPLETION, DEPLETION,
AMORTIZATION AMORTIZATION
AND AND
COST WRITE-DOWNS NET COST WRITE-DOWNS NET
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PRODUCING MINES:

Hycroft mine (a) $72,045 $ 63,392 $8,653 $90,217 $ 67,081 $ 23,136

Mineral Ridge mine (a) and (b) 17,993 277 17,716 - - -

OTHER:

Bolivian mineral properties 60,866 26,401 34,465 59,705 26,053 33,652

Tartan Lake mine (c) - - - 3,696 2,178 1,518

Corporate assets 481 222 259 488 156 332
--------- -------- -------- --------- -------- --------

$ 151,385 $ 90,292 $ 61,093 $ 154,106 $ 95,468 $ 58,638
--------- -------- -------- --------- -------- --------
--------- -------- -------- --------- -------- --------
</TABLE>

(a) ROYALTIES

The Crofoot property at the Hycroft mine is subject to a 4% net profit
royalty. During 1998, 1997 and 1996, the Corporation paid minimum royalty
payments of $240,000 per year.

The Lewis property at the Hycroft mine is subject to a 5% net smelter
royalty. During 1998, 1997 and 1996, only nominal minimum royalties were
required in relation to this property.

-54-
<PAGE>

The Mary Mining Corporation property at the Mineral Ridge mine is subject to
a net smelter returns royalty. The royalty percentage, which is dependent on
gold prices, graduates progressively from 2 1/2% if the gold price is $300 or
less to 5% if the gold price is greater than $400 but less than or equal to
$500. During 1998, the Corporation paid minimum advance royalty payments
totalling $84,000.

(b) MINERAL RIDGE MINE

As a result of the acquisition of Mineral Ridge Inc. in 1998, the Corporation
acquired mineral properties in Nevada which were recorded using the purchase
method of accounting and the results of operations were consolidated from
October 22, 1998. The Corporation's interests in the net assets acquired at
assigned values were as follows:

<TABLE>

<S> <C>
Cash $ 3,576
Current assets 1,428
Property, plant and equipment 10,325
Other long-term assets 901
Current liabilities (476)
Debt and accrued reclamation (15,478)
---------
Shares issued for purchase of Mineral Ridge Resources Inc. $ 276
---------
---------
</TABLE>

During 1998, the Corporation sold the subsidiary that owned the Tartan Lake mine
in Manitoba, Canada for $1.8 million, realizing a gain of $191,000.

4. INVESTMENT IN ZAMORA GOLD CORP.

In October 1995, the Corporation completed a private placement with Zamora
Gold Corp. for the issuance of 8,000,000 units at Cdn.$0.60 per unit. Each
unit consisted of one common share of Zamora and one common share purchase
warrant which entitled the Corporation to purchase one common share for
Cdn.$0.75 until October 4, 1997. The purchase warrants were not exercised and
expired in October 1997. In May 1997, the Corporation completed an additional
private placement with Zamora for the issuance of 3,000,000 common shares at
Cdn.$0.24 per share. In July 1998, Zamora acquired various property interest
in Ecuador from a major Ecuadorian mineral exploration company. As a
condition of the transaction, Zamora issued 40,016,650 common shares to the
Ecuadorian company for the acquisition of the property interests and an
additional 7,575,944 common shares to Vista Gold in settlement of debts owed
by Zamora to Vista Gold. Vista Gold's combined 18,575,944 shares represent
26.5% of the issued and outstanding common shares of Zamora and the
investment is accounted for using the equity method.

-55-
<PAGE>

<S> <C>
Total initial investment including expenses $ 4,839
Equity loss in 1995 (516)
-------
Balance at December 31, 1995 4,323
Equity loss in 1996 (1,342)
-------
Balance at December 31, 1996 2,981
Private placement in 1997 520
Advances in 1997 857
Equity loss and impairment in 1997 (3,501)
-------
Balance at December 31, 1997 857
Advances in 1998 141
Equity loss in 1998 (427)
-------
Balance at December 31, 1998 $ 571
-------
-------
</TABLE>

5. DEBT

During 1997, the Corporation borrowed $14.7 million and repaid $1.7 million
under the terms of a $13 million revolving credit facility, which was
collateralized by the assets of the Hycroft mine. In the fourth quarter of
1997, the Corporation amended the revolving credit facility into a term loan
bearing interest at 2% above LIBOR and with repayment terms requiring 12
equal monthly instalments commencing January 31, 1999. In January 1998, the
Corporation further amended the debt agreement repayment terms. The amended
repayment terms called for the Corporation to completely retire the debt in
1998. During 1998, the Corporation repaid the $13.0 million term loan.

In 1998, the Corporation acquired Mineral Ridge Resources Inc. As part of the
transaction, Mineral Ridge Inc. amended its loan agreement with Dresdner
Bank. The amended agreement revised the terms of repayment of the previously
outstanding loan and accrued interest totalling approximately $13.5 million
and provided additional loans to Mineral Ridge Inc. totalling $1.6 million
which was used to pay amounts owed to other creditors of Mineral Ridge Inc.
The revised agreement required the contribution of $5.0 million of mining
equipment to the project by Vista Gold. Net cash flow from the project will
be distributed on the basis of 70% to Dresdner Bank and 30% to Vista Gold
after deduction of $800,000 of management fees payable to Vista Gold over the
next two years and rescheduled principal payments on the additional loans
used to repay other creditors. The interest rate on the loans is LIBOR plus
2% and the loans, which are not guaranteed by Vista Gold, are collateralized
by the assets of Mineral Ridge Inc. and the $5.0 million of mining equipment
contributed by Vista Gold. As part of the agreement with Dresdner, Mineral
Ridge Inc. liquidated forward gold hedges to provide $3.5 million, which is
to be used as working capital and to pay for capital improvements on the
project. At December 31, 1998, LIBOR was 5.1% and the current portion of
long-term debt was $2.4 million.

-56-
<PAGE>

6. SHARE CAPITAL

The Common Shares issued and outstanding are comprised of the following:

<TABLE>
<CAPTION>
NUMBER OF SHARES AMOUNT
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

At December 31, 1996 89,020,405 $ 120,745

Issued upon exercise of stock options (a) 100,000 88

Issued pursuant to executive bonus compensation agreements 32,135 37
---------- ---------

At December 31, 1997 89,152,540 $ 120,870

Issued upon acquisition of Mineral Ridge Inc. (Notes 1 and 3) 1,562,500 276
---------- ---------

At December 31, 1998 90,715,040 $ 121,146
---------- ---------
---------- ---------
</TABLE>

(a) COMMON SHARE OPTIONS

At December 31, 1998, 2,270,000 Common Shares were reserved for issuance under
options granted to directors, officers and management employees. These options
expire as follows: 1999 - 100,000; 2001 - 10,000; 2004 - 10,000; 2005 - 630,000;
2006 - 580,000; 2007 - 815,000; and 2008 - 125,000.

<TABLE>
<CAPTION>
OPTION PRICE
SHARE OPTIONS CDN.$
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
At December 31, 1996 2,540,000 $1.45 to $2.78
Granted in 1997 1,402,500 $0.37 to $1.55
Exercised in 1997 (100,000) $1.20
Expired in 1997 (905,000) $1.20 to $2.78
---------
At December 31, 1997 2,937,500 $0.37 to $3.05
Granted in 1998 125,000 $0.20
Expired in 1998 (792,500) $0.37 to $2.85
---------
At December 31, 1998 2,270,000 $0.20 to $3.05
---------
---------
</TABLE>

On November 19, 1998, the Board of Directors of the Corporation approved,
subject to the consent of each optionee and the approval by all applicable
regulatory authorities and the shareholders of the Corporation:

(a) the termination and cancellation of all options to purchase common
shares outstanding under the Corporation's stock option plan held by
optionees on November 18, 1998 (2,270,000 options); and

(b) the grant of options to purchase a total of 2,175,000 Common Shares
with an exercise price equal to the closing price of Cdn.$0.235.

The necessary approvals are currently being sought and if approved, the
cancellations and grants of stock options would become effective in 1999.

-57-
<PAGE>

7. COMMITMENTS AND CONTINGENCIES

(a) As part of its gold hedging program, the Corporation enters into
agreements with major financial institutions to deliver gold.
Realization under these agreements is dependent upon the ability of
those financial institutions to perform in accordance with the terms of
the agreements. As of December 31, 1998, the Corporation hedging
program consisted of forward sales contracts totalling 100,000 ounces
where the Corporation is required to deliver gold at an average price
of $330 per ounce. The forward sales contracts have various expiration
dates up to December 1999. The Corporation has the ability to defer the
date of sale before the related gold is ultimately delivered.

(b) The Corporation is subject to contingent liabilities for legal
proceedings occurring in the ordinary course of business. On the basis
of information furnished by counsel and others, management believes
that these contingencies will not materially affect the Corporation.

8. 1997 WRITE-DOWN OF MINERAL PROPERTIES

Management regularly performs property evaluations to assess the recoverability
of its mining properties and investments and other long-lived assets. In 1997,
the Corporation determined that based upon estimates of proven and probable
reserves, low gold prices and operating costs at certain locations, stock
prices, trading histories, and the general depression in gold company stocks, it
might not fully recover its carrying value in these properties and investments.
These reviews indicated that the carrying values of certain properties were in
excess of their estimated net recoverable amounts and accordingly were written
down $46.0 million as follows:

<TABLE>

<S> <C>
Bolivian mineral properties $ 25,908
Hycroft mine 17,500
Venezuelan mineral properties 2,307
Tartan Lake mine 300
--------
$ 46,015
--------
--------
</TABLE>

-58-
<PAGE>

9. INCOME TAXES

A reconciliation of the combined Canadian federal and provincial income taxes at
statutory rates and the Corporation's effective income tax expenses is as
follows:

1998 1997 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income taxes at statutory rates $ (661) $ (19,987) $ (3,524)
Increase (decrease) in taxes from:
Permanent differences (125) (212) (96)
Recovery of prior years' taxes - - (25)
U.S. Alternative Minimum Tax 141 - (188)
Differences in foreign tax rates (77) 2,410 945
Prior year's losses of a subsidiary applied for tax purposes (1,685) - -
Benefit of timing differences not recognized 2,548 17,789 2,675
Large Corporations Tax 30 45 40
-------- --------- --------
Income taxes per statements of earnings (loss) $ 171 $ 45 $ (173)
-------- --------- --------
-------- --------- --------
</TABLE>

The Corporation has incurred income tax losses in prior periods of $34.3
million, which may be carried forward and applied against future taxable
income when earned. No benefit in respect of these losses has been recorded
in these accounts. The losses expire as follows:

<TABLE>
<CAPTION>
CANADA UNITED STATES TOTAL
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1999 $1,289 $ - $ 1,289

2000 1,491 - 1,491

2001 614 - 614

2002 718 - 718

2003 439 4,328 4,767

2004 414 1,373 1,787

2008 1,706 435 2,141

2009 - 11 11

2010 - 5,131 5,131

2011 - 9,436 9,436

2012 - 6,898 6,898
------- ------- -------

$6,671 $27,612 $34,283
------- ------- -------
------- ------- -------
</TABLE>

10. RETIREMENT PLANS

The Corporation sponsors a qualified tax deferred savings plan in accordance
with the provisions of Section 401(k) of the U.S. Internal Revenue Service
code, which is available to permanent U.S. employees. The Corporation makes
contributions of up to 4% of eligible employees' salaries. The Corporation's
contributions were as follows: 1998 - $ 179,000; 1997 - $275,000; and 1996
- -$323,000.

-59-
<PAGE>

11. GEOGRAPHIC AND SEGMENT INFORMATION

The Corporation operates in the gold mining industry in the United States,
and has exploration and development properties in Latin America. Its major
product and only identifiable segment is gold, and all gold revenues and
operating costs are derived in the United States.

<TABLE>
<CAPTION>
1998 1997 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gold revenues
U.S. $37,083 $40,123 $34,847

Operating (loss) profit(1)
U.S. $ 268 $ (71) $(5,225)
</TABLE>
- ----------
(1) Includes gold revenues less mining operations, depreciation, depletion and
amortization, provision for reclamation and closure costs, and operating
leases.

<TABLE>
<CAPTION>
1998 1997
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets by geographic region
Canada $ 973 $ 3,343
U.S. 44,594 41,555
Latin America 35,311 34,130
-------- --------
$ 80,878 $ 79,028
-------- --------
-------- --------
</TABLE>

12. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent something other
than a date. The effects of the Year 2000 issue may be experienced before, on
or after January 1, 2000, and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant systems
failure which could affect an entity's ability to conduct business
operations. It is not possible to be certain that all aspects of the Year
2000 issue affecting the Corporation, including those related to the efforts
of customers, suppliers, or other third parties, will be fully resolved.

13. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES

The significant differences between generally accepted accounting principles
("GAAP") in Canada and in the United States are as follows:

(a) Under Canadian corporate law, the Corporation underwent a capital
reduction in connection with the amalgamation of Granges and Hycroft
whereby share capital and contributed surplus were reduced to eliminate
the consolidated accumulated deficit of Granges as of December 31,
1994, after giving effect to the estimated costs of the amalgamation.
Under U.S. corporate law, no such transaction is available and
accordingly is not allowed under U.S. GAAP.

-60-
<PAGE>

(b) Under Canadian GAAP, the amalgamation of Granges and Hycroft was
treated in a manner similar to a pooling of interests. Under U.S. GAAP,
the amalgamation did not meet the conditions for a pooling of interest.
Accordingly, the transaction is treated as a purchase under U.S. GAAP,
with the excess of purchase price over the net book value of Hycroft's
net assets allocated to mineral properties.

(c) In 1995, the United States Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standard ("SFAS")
No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of", effective for fiscal years
beginning after December 15, 1995. SFAS No. 121 requires that
long-lived assets and associated intangibles be written down to their
fair values whenever an impairment review indicates that the carrying
value cannot be recovered on an undiscounted cash flow basis. In
1996, under U.S. GAAP, the carrying value of the Hycroft mine,
including the excess of proceeds over the net book value from (B)
above, did not exceed the undiscounted cash flow. Accordingly, the
Hycroft mine carrying value was written down to fair value using the
discounted cash flow method following U.S. GAAP.

(d) In 1997, the carrying values of certain long-lived assets discussed in
note 8 exceeded their respective undiscounted cash flows. Following
Canadian GAAP, the carrying values were written down using the
undiscounted cash flow method. Under U.S. GAAP, as discussed in (c)
above, the carrying values were written down to their fair values using
the discounted cash flow method, giving rise to a difference in the
amounts written down.

Amortization of the remaining carrying values in subsequent periods
following Canadian GAAP must be reduced to reflect the difference in
the amounts written down following U.S. GAAP.

(e) Under U.S. GAAP, items such as foreign exchange gains and losses and
unrealized gains and losses on marketable securities are required to be
shown separately in the derivation of comprehensive income.

The significant differences in the consolidated statements of earnings
and deficit relative to U.S. GAAP were as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------------------
1998 1997 1996
--------- ---------- ----------
<S> <C> <C> <C>
Net loss - Canadian GAAP $ (1,640) $ (54,019) $ (11,826)
Depletion and impairment of mineral properties (B, C, D) - (18,492) (23,269)
Amortization reduction (D) 3,201 964 -
Other comprehensive income (E) 132 (87) 78
Other items - - (170)
-------- --------- ---------
Net earnings (loss) - U.S. GAAP 1,693 (71,634) (35,187)
Other comprehensive income (loss) (E) (132) 87 (78)
-------- --------- ---------
Comprehensive income (loss) - U.S. GAAP $ 1,561 $ (71,547) $ (35,265)
-------- --------- ---------
-------- --------- ---------

Basic earnings (loss) per share - U.S. GAAP $ 0.02 $ (0.80) $ (0.62)
-------- --------- ---------
-------- --------- ---------
</TABLE>

-61-
<PAGE>

The significant differences in the balance sheet as at December 31, 1998
relative to U.S. GAAP were:

<TABLE>
<CAPTION>
1998 1997
---------------------------------- -----------------------------------
PER CDN. CDN./U.S. PER U.S. PER CDN. CDN./U.S. PER U.S.
GAAP ADJ. GAAP GAAP ADJ. GAAP
-------- ---------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Current assets $ 18,001 $ - $ 18,001 $ 19,148 $ - $ 19,148
Property, plant and equipment (D) 62,877 (14,327) 48,550 59,880 (17,528) 42,352
-------- --------- --------- -------- --------- ---------
$ 80,878 $ (14,327) $ 66,551 $ 79,028 $ (17,528) $ 61,500
-------- --------- --------- -------- --------- ---------
-------- --------- --------- -------- --------- ---------

Current liabilities $ 7,719 $ - $ 7,719 $ 19,386 $ - $ 19,386
Long-term debt 13,217 - 13,217 - - -
Provision for reclamation
and future closure costs 6,412 - 6,412 4,568 - 4,568
-------- --------- --------- -------- --------- ---------
27,348 - 27,348 23,954 - 23,954

Common shares (A, B) 121,146 76,754 197,900 120,870 76,754 197,624
Contributed surplus (A) - 2,786 2,786 - 2,786 2,786
Retained deficit (A, B, C, D) (66,076) (93,744) (159,820) (64,436) (97,077) (161,513)
Accumulated comprehensive income - (123) (123) - 9 9
Currency translation adjustment (1,540) - (1,540) (1,360) - (1,360)
-------- --------- --------- -------- --------- ---------
$ 80,878 $ (14,327) $ 66,551 $ 79,028 $ (17,528) $ 61,500
-------- --------- --------- -------- --------- ---------
-------- --------- --------- -------- --------- ---------
</TABLE>

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY UNDER U.S. GAAP

<TABLE>
<CAPTION>
NUMBER CUMULATIVE ACCUMULATED
OF COMMON SHARE TRANSLATION COMPREHENSIVE
SHARES CAPITAL ADJUSTMENT DEFICIT INCOME
---------- --------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 46,042,911 $ 54,190 $ (962) $ (54,692) $ -
-
Shares issued under options 468,750 517 - - -
Shares issued under special warrants 9,699,800 17,308 - - -
Shares issued pursuant to Da Capo purchase 32,808,944 48,730 - - -
(Note 1 (b))
Currency translation adjustment - - (193) - -
Comprehensive income (E) - - - - (78)
Net Loss (B) (C) (D) - - - (35,187)
---------- --------- -------- ---------- ------
Balance at December 31, 1996 89,020,405 120,745 (1,155) (89,879) (78)

Shares issued under options 100,000 88 - - -
Shares issued pursuant to executive bonus 32,135 37 - - -
compensation agreements
Currency translation adjustment - - (205) - -
Comprehensive income (E) - - - - 87
Net Loss (B) (C) (D) - - - (71,634) -
---------- --------- -------- ---------- ------
Balance at December 31, 1997 89,152,540 120,870 (1,360) (161,513) 9

Shares issued on acquisition of Mineral 1,562,500 276 - - -
Ridge Inc. (Notes 1 and 3)
Currency translation adjustment - - (180) - -
Comprehensive income (E) - - - - (132)
Net Loss (B) (C) (D) - - - 1,693 -
---------- --------- -------- ---------- ------
Balance at December 31, 1998 90,715,040 $ 121,146 $ (1,540) $ (159,820) $ (123)
---------- --------- -------- ---------- ------
---------- --------- -------- ---------- ------
</TABLE>

-62-
<PAGE>

STATEMENTS OF CASH FLOWS UNDER U.S. GAAP

Net Cash Provided By
(Used In): OPERATING ACTIVITIES INVESTING ACTIVITIES FINANCING ACTIVITIES
--------------------- -------------------- ---------------------
CANADIAN U.S. CANADIAN U.S. CANADIAN U.S.
FOR THE YEARS ENDED GAAP GAAP GAAP GAAP GAAP GAAP
------------------- -------- ------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1998 $10,487 $10,487 $(10,365) $5,500 $2,865 $(13,000)
December 31, 1997 1,400 1,400 (21,324) (21,324) 13,125 13,125
December 31, 1996 (3,359) (3,359) (69,808) (21,078) 66,555 17,825
</TABLE>

Cash flows for the Corporation under Canadian GAAP are presented in the
consolidated statement of cash flows. Under Canadian GAAP, all financing and
investment activities are presented on the face of the statement. Under U.S.
GAAP, only cash transactions are presented, with non-cash transactions disclosed
separately. The 1996 purchase of Da Capo (note 1) was a non-cash transaction.
Accordingly, under U.S. GAAP, the non-cash portion of the acquisition ($48,730)
and shares issued for Da Capo would not be included in the statement. Similarly,
the 1998 purchase of Mineral Ridge Inc. (note 1 and 3) was a non-cash
transaction. Under U.S. GAAP, the non-cash portion of the acquisition of assets
($15,865) and the assumption of liabilities ($15,589) and the shares issued for
Mineral Ridge Inc. ($276) would not be included in the statement.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
1998 1997 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash paid during the year for:

Interest $ 451 $ 674 $ -

Income taxes - 91 -
</TABLE>

STOCK BASED COMPENSATION PLANS

The Corporation applies APB Opinion No. 25 and related interpretations in
accounting for its plans in its U.S. GAAP presentations. If compensation cost
for the Corporation's stock-based compensation plans had been determined based
on the fair value at the grant dates for awards under the plans consistent with
the method described in Statement of Financial Accounting Standards No. 123, the
Corporation's consolidated net loss and loss per share under U.S. GAAP would
have been increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
1998 1997 1996
------ --------- ---------
<S> <C> <C> <C> <C>
Net earnings (loss) under U.S. GAAP As reported $1,693 $(71,634) $(35,187)
Pro forma 1,361 (72,025) (35,515)
Loss per share under U.S. GAAP As reported 0.02 (0.80) (0.62)
Pro forma 0.02 (0.81) (0.63)
</TABLE>

Under the current Stock Option Plan (the "Plan"), the Corporation may grant
options to directors, officers and employees of the Corporation or its
subsidiaries for up to 4,500,000 Common Shares. Under the Plan, the exercise
price of each option shall not be less than the market price of the
Corporation's

-63-
<PAGE>

stock on the date of grant, and an option's maximum term is 10 years or such
other shorter term as stipulated in a stock option agreement between the
Corporation and the optionee. Options under the Plan are granted from time to
time at the discretion of the Board of Directors. Options granted under the
Plan vest over a three year period with 25% vesting on the grant date and 25%
thereafter on each anniversary of the grant date.

The fair value of each option grant is estimated on the date of grant for all
plans using the Black-Scholes option-pricing model with the following
weighted average assumptions used for grants in 1998, 1997 and 1996:

<TABLE>
<CAPTION>
-----------------------------------------------------------------
1998 1997 1996
-----------------------------------------------------------------
<S> <C> <C> <C>
Expected volatility 61.9% 61.9% 61.9%
Risk-free interest rate 5.46% 5.97% to 6.40% 6.08% to 6.82%
Expected lives 4.5 years 7 years 7 years
Dividend yield 0% 0% 0%
</TABLE>

The following tables summarize information about stock options under the Plan:

<TABLE>
<CAPTION>
1998 1997 1996
- -------------------------------------------------------------------------------------------------------------------------
WEIGHTED-AVERAGE WEIGHTED-AVERAGE WEIGHTED-AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
(000) (CDN.$) (000) (CDN.$) (000) (CDN.$)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 2,937 $ 1.61 2,540 $1.94 1,270 $ 2.38
Granted 125 0.20 1,402 0.92 1,965 1.60
Exercised - - (100) 1.20 (469) 1.50
Forfeited (792) 1.43 (905) 1.51 (226) 2.39
- -------------------------------------------------------------------------------------------------------------------------
Outstanding at end of year 2,270 1.63 2,937 1.61 2,540 1.94
Options exercisable at year-end 1,616 - 1,409 - 1,529 -
Weighted-average fair value of
options granted during the
year 0.20 0.92 1.60
</TABLE>

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ----------------------------------------------------------------------------------------------------------------------
NUMBER NUMBER
OUTSTANDING AT WEIGHTED-AVERAGE WEIGHTED-AVERAGE EXERCISABLE AT WEIGHTED-AVERAGE
RANGE OF EXERCISE DEC. 31, 1998 REMAINING EXERCISE PRICE DEC. 31, 1998 EXERCISE PRICE
PRICES (CDN.$) (000) CONTRACTUAL LIFE (CDN.$) (000) (CDN.$)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$0.20 - $0.37 580 8.8 years $ 0.33 259 $0.35
$1.20 - $1.83 870 6.9 years $ 1.64 590 $1.63
$2.09 - $3.05 820 6.6 years $ 2.53 767 $2.52

- ----------------------------------------------------------------------------------------------------------------------
2,270 1,616
</TABLE>

-64-
<PAGE>

U.S. GAAP TAX CONSIDERATIONS

U.S. GAAP changes the Corporation's method of accounting for income taxes
from the deferred method, as recorded under Canadian GAAP, to an asset and
liability approach. Under the asset and liability method, deferred tax assets
and liabilities are recognized for the future tax consequences attributed to
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Use of the asset and
liability method has no effect on the U.S. GAAP financial statements as the
Corporation has concluded that a full valuation allowance must be applied to
the deferred tax asset resulting from the Corporation's net operating loss
carryforwards. (See note 9). For the years ended December 31, 1998 and 1997,
the Corporation has recorded no material current tax expense under Canadian
or U.S. GAAP due to the cumulative net losses incurred by the Corporation.
Under U.S. GAAP, the Corporation would not record any deferred tax expense
based on the same rationale.

Summarized below are the components of deferred taxes:

<TABLE>
<CAPTION>
AS OF DECEMBER 31
-------------------------------
1998 1997
--------- ---------
<S> <C> <C>
Temporary differences relating to net assets:
Other current assets $ 29 $ 114
Property, plant and equipment 2,895 8,642
Accrued reclamation and other reserves 2,690 1,950
Tax loss and credit carryforwards 12,390 11,348
--------- ---------
Gross deferred tax asset 18,004 22,054
Valuation allowance (18,004) (22,054)
--------- ---------
Net deferred tax assets $ - $ -
--------- ---------
--------- ---------
</TABLE>

The valuation allowance decreased by $4.0 million in 1998 due to the decrease
in temporary differences.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share", effective for financial statements for periods ending after December
15, 1997. The Statement requires dual presentation of basic and diluted
earnings per share on the face of the income statement. The Corporation
adopted the Statement effective December 31, 1997, for U.S. GAAP reporting.

In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information
about Capital Structure", effective for financial statements for periods
ending after December 15, 1997. The Statement requires disclosures about
certain preferences and rights of outstanding securities and certain
information about redeemable capital stock. At this time the Corporation has
no preferential or redeemable securities that are subject to the new
disclosure requirements of the Statement.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income",
effective for financial statements for periods beginning after December 15,
1997. The Statement establishes standards for reporting and display of
comprehensive income and its components in financial statements.
Comprehensive income for the Corporation will include items which have
historically been included in

-65-
<PAGE>

Shareholders' Equity, such as unrealized gains or losses on marketable equity
securities and foreign exchange gains and losses. The Corporation has
complied with the requirements of this Statement.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", effective for financial statements for
periods beginning after December 15, 1997. The Statement requires the
Corporation to report certain information about operating segments in its
financial statements and certain information about its products and services,
the geographic areas in which it operates and its major customers. The
Corporation has complied with the disclosure requirements of the Statement.

In February 1998, the FASB issued SFAS No. 132, "Employer's Disclosures about
Pensions and Other Post-retirement Benefits", effective for fiscal years
beginning after December 15, 1997. The Statement standardizes the disclosure
requirements for pensions and other post-retirement benefits to provide
information that is more comparable and concise. At this time, the
Corporation has no pension or other post-retirement benefit plans that are
subject to the requirements of the Statement.

In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (FAS 133).
FAS 133 is effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. FAS 133 requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair value
of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part
of a hedge transaction and, if it is, the type of hedge transaction. The
Corporation is currently assessing the impact the standard will have on the
financial statements of the Corporation.

-66-
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT.

DIRECTORS

The directors of Vista Gold are elected each year at the annual general meeting
of shareholders and hold office until their successors are elected or appointed.

The present directors of Vista Gold, together with the location of their
residences, age, length of service and business experience, are described below.

NAME, RESIDENT,
POSITION AND AGE DIRECTOR SINCE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ------------------------------ ----------------- ------------------------------------------------------
<S> <C> <C>
DAVID R. SINCLAIR May 1, 1995 Chartered accountant; corporate director; Director,
Nanoose Bay, Cominco Ltd., a mining company.
British Columbia
DIRECTOR AND CHAIRMAN
Age - 69

ROSS J. BEATY November 12, 1996 Geologist; Chairman of Pan American Silver Corp., a
Vancouver, British Columbia mining company, 1994 to present; formerly, President
DIRECTOR AND VICE CHAIRMAN of Equinox Resources Ltd., a mining company.
Age - 47

MICHAEL B. RICHINGS May 1, 1995 Mining engineer; President and Chief Executive
Littleton, Colorado Officer of Vista Gold since June 1, 1995; President
DIRECTOR of Atlas Corporation, a mining company, from
Age - 54 January 1995 to May 1995; Group Executive and President of Lac
Minerals Ltd. South America, a mining company, from 1993 to
1995; Vice President of Operations of Atlas Corporation
from 1990 to 1992.

WILLIAM M. CALHOUN May 1, 1995 Mining engineer and geologist; Chief Executive
Silverton, Idaho Officer of William Calhoun, Inc., mining consultants.
DIRECTOR
Age - 66

-67-
<PAGE>

NAME, RESIDENT,
POSITION AND AGE DIRECTOR SINCE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ------------------------------ ----------------- ------------------------------------------------------
<S> <C> <C>
C. THOMAS OGRYZLO March 8, 1996 Mechanical engineer; President and Chief Executive
Toronto, Ontario Officer of Black Hawk Mining Inc., a mining company,
DIRECTOR from May 31, 1998 to present; President and Chief
Age - 59 Executive Officer of Triton Mining Corporation, a
mining company, from August 1997 to present; formerly,
Chairman of Kilborn SNC-Lavalin Inc., an engineering
group; formerly, President of Kilborn Group of Companies.

KEITH E. STEEVES September 29, 1995 Chartered Accountant; Consultant; Director of Teck
Richmond, British Columbia Corporation and Cross Lake Minerals Ltd., mining
DIRECTOR companies; formerly, Senior Vice-President,
Age - 66 Commercial of Teck Corporation.

ALAN G. THOMPSON December 1, 1989 Businessman; President and Chief Executive Officer
West Vancouver, of A.G.T. Financial Corporation, an investment
British Columbia company.
DIRECTOR
Age - 71

PETER WALTON May 24, 1989 Chartered accountant; self-employed business West Vancouver,
British Columbia consultant.
DIRECTOR
Age - 69

</TABLE>

None of the above directors has entered into any arrangement or understanding
with any other person pursuant to which he was or is to be elected as a
director of Vista Gold or a nominee of any other person, except as disclosed
herein.

EXECUTIVE OFFICERS

The executive officers of Vista Gold are appointed by and hold office at the
pleasure of the Board of Directors of Vista Gold. The present executive
officers of Vista Gold, together with their age, length of service and
business experience, are described below.

NAME, POSITION AND AGE HELD OFFICE SINCE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ----------------------------------- --------------------- -----------------------------------------------------
<S> <C> <C>
MICHAEL B. RICHINGS June 1, 1995 Mining engineer; President and Chief Executive
PRESIDENT, CHIEF EXECUTIVE OFFICER Officer since June 1995; President of Atlas
AND DIRECTOR Corporation, a mining company, from January 1995 to
Age - 54 May 1995; Group Executive and President of Lac
Minerals Ltd. South America, a mining company, from
1993 to 1995; Vice President of Operations of Atlas
Corporation from 1990 to 1992.

-68-
<PAGE>

NAME, POSITION AND AGE HELD OFFICE SINCE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- ----------------------------------- --------------------- -----------------------------------------------------
<S> <C> <C>
ROGER L. SMITH March 6, 1998 Corporate Controller of Vista Gold from December
VICE PRESIDENT FINANCE 1995 to March 1998; Vice President Finance of Ramrod
Age - 41 Gold (U.S.A.) Inc., a mining company, from May 1994
to December 1995; Vice President Finance of Westmont
Gold Inc., a mining company from July 1991 to
May 1994.

RONALD J. MCGREGOR July 1, 1996 Vice President Project Development, Cambior USA
VICE PRESIDENT DEVELOPMENT AND Inc., a mining company.
OPERATIONS
Age - 51

WILLIAM F. SIRETT January 1, 1996 Lawyer; Partner, Ladner Downs, a law firm.
SECRETARY
Age - 48
</TABLE>

None of the above executive officers has entered into any arrangement or
understanding with any other person pursuant to which he was or is to be
elected as an executive officer of Vista Gold or a nominee of any other
person.

EXECUTIVE AND AUDIT COMMITTEES

Vista Gold does not have an executive committee. Vista Gold is required
to have an audit committee under section 173 of the BUSINESS CORPORATIONS ACT
(Yukon Territory). Vista Gold's audit committee consists of the following
directors: David R. Sinclair, Keith E. Steeves, Peter Walton and Alan G.
Thompson.

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS.

During the financial year ended December 31, 1998, the aggregate cash
compensation paid by the Corporation to all directors and officers of Vista
Gold as a group was $495,562. This sum includes compensation paid to
executive officers pursuant to the cash incentive plan and retirement savings
plan described below.

Information specified in this Item for individually named directors and
officers is incorporated by reference from pages 12 to 20 of the Management
Information and Proxy Circular prepared in connection with Vista Gold's
Annual General Meeting held on May 10, 1999, filed with the Securities and
Exchange Commission concurrently with the filing of this report.

Pursuant to the terms of the Corporation's incentive policy adopted by the
Corporation in 1989 or certain employment contracts, executive officers and
senior employees of the Corporation are eligible to receive incentive
payments. Incentive payments awarded to executive officers under this plan in
1998 included in the aggregate cash compensation figure provided above were
for the period from January 1, 1998 to December 31, 1998. These incentive
payments are awarded at the discretion of the Board of Directors based on
recommendations from the compensation committee. There is no established
formula utilized in determining these incentive payments. The award of
incentive payments is motivated by the

-69-
<PAGE>

Corporation's desire to reward past services rendered to the Corporation and
to provide an incentive for continued service to the Corporation. Incentive
payments to be made during 1999 may include amounts related to performance
during a portion of 1998 but have not yet been determined. The Corporation
has not made any restricted stock awards during the last three fiscal years.

During the fiscal year ended December 31, 1998, the Corporation set aside or
accrued a total of $13,070 to provide pension, retirement or similar benefits
for directors or officers of Vista Gold pursuant to plans provided or
contributed to by the Corporation. As a part of the aggregate cash
compensation disclosed above, the Corporation sponsors a quantified
tax-deferred savings plan in accordance with the provisions of section 401(k)
of the United States Internal Revenue Service Code which is available to
permanent United States-based employees. Under the terms of this plan, the
Corporation makes contributions of up to 4% of eligible employees salaries.
In addition, the Corporation contributes between 2% and 4% of salaries of
permanent Canadian-based employees, including executive officers, depending
on length of service and to a maximum of Cdn.$3,500 per year, to the
individual's registered retirement savings plan. There are no other such
plans to which the Corporation made any contribution in relation to its
directors or officers in 1998.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information specified in this Item for individually named directors and
officers is incorporated by reference from pages 6 to 8 and 19 of the
Management Information and Proxy Circular prepared in connection with Vista
Gold's Annual General Meeting held on May 10, 1999, filed with the Securities
and Exchange Commission concurrently with the filing of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During 1998, there have been no transactions, or series of similar
transactions, or any currently proposed transactions or series of similar
transactions, to which Vista Gold or any of its subsidiaries was or is a
party in which the amount involved exceeds $60,000 and in which any director
or executive officer, nominee for election as a director, any member of the
immediate family of any of the foregoing persons.

During 1998, there were and are no relationships regarding directors or
nominees for director as stipulated by this item and no director or executive
officer, nominee for election as a director, any member of their immediate
family or any corporation or organization in which any of them, directly or
indirectly, beneficially owns 10% or more of any class of equity securities
was indebted to Vista Gold.

-70-
<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

DOCUMENTS FILED AS PART OF REPORT

FINANCIAL STATEMENTS

The following consolidated financial statements of the Corporation are filed
as part of this report:

1. Report of Independent Accountants dated March 19, 1999.

2. Consolidated Balance Sheets - At December 31, 1998 and 1997.

3. Consolidated Statements of Earnings (Loss) - Years ended December 31,
1998, 1997 and 1996.

4. Consolidated Statements of Retained Earnings (Deficit) - Years ended
December 31, 1998, 1997 and 1996.

5. Consolidated Statements of Cash Flows - Years ended December 31, 1998,
1997 and 1996.

6. Notes to Consolidated Financial Statements.

See "Item 8. Consolidated Financial Statements and Supplementary Data".

FINANCIAL STATEMENT SCHEDULES

No financial statement schedules are filed as part of this report because
such schedules are not applicable or the required information is shown in the
consolidated financial statements or notes thereto. See "Item 8. Consolidated
Financial Statements and Supplementary Data".

EXHIBITS

The following exhibits are filed as part of this report:

-71-
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10.01 Lease and Option dated July 1, 1985 between
Henry C. Crofoot, trustee, and Hycroft
Resources - Development Inc. (Crofoot Patented
Claims), as amended, filed as Exhibit 10.8 to
Granges' Registration Statement on Form S-1,
as amended, and incorporated herein by
reference (File No. 33-17974)
- --------------------------------------------------------------------------------
10.02 Lease and Option dated July 1, 1985, between
Henry C. Crofoot, trustee, and Hycroft
Resources - Development Inc. (Crofoot
Unpatented Claims), as amended, filed as
Exhibit 10.9 to Granges' Registration
Statement on Form S-1, as amended, and
incorporated herein by reference (File No.
33-17974)
- --------------------------------------------------------------------------------
10.03 Lewis Mine Lease and Assignment Agreement
included in the Assignment of Mining Lease
dated January 23, 1987 among Standard Slag
Company, Hycroft Lewis, Hycroft Resources
Corporation and Granges, filed as Exhibit 10.7
to Granges' Registration Statement on Form
S-1, as amended, and incorporated herein by
reference (File No. 33-17974)
- --------------------------------------------------------------------------------
10.04 Amendment Agreement dated January 14, 1988,
among Henry C. Crofoot et al and Hycroft
Resources - Development Inc. filed as Exhibit
10.13 to Granges' Annual Report on Form 10-K
for the fiscal year ended December 31, 1988,
as amended, and incorporated herein by
reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.05 Lewis Hycroft Agreement dated January 10,
1989, among Frank W. Lewis, Hycroft Lewis and
Hycroft Resources - Development Inc. filed as
Exhibit 10.16 to Granges' Annual Report on
Form 10-K for the fiscal year ended December
31, 1988, as amended, and incorporated herein
by reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.06 Second Amendment Agreement dated March 3,
1989, among Henry C. Crofoot et al and
Hycroft Resources - Development Inc. filed
as Exhibit 10.24 to the Form 20-F/A for the
year ended December 31, 1994 and incorporated
herein by reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.07 Second Lewis-Hycroft Agreement dated March 15,
1991 among Frank W. Lewis, Granges, Hycroft
Resources - Development Inc. and Hycroft Lewis
filed as Exhibit 10.20 to the Form 20-F/A for
the year ended December 31, 1994 and
incorporated herein by reference (File No.
1-9025)
- --------------------------------------------------------------------------------
10.08 Third Amendment Agreement dated August 16,
1991 among Henry C. Crofoot et al, Hycroft
Resources - Development Inc. and Blackrock
Properties, Inc. filed as Exhibit 10.25 to
the Form 20-F/A for the year ended December
31, 1994 and incorporated herein by reference
(File No. 1-9025)
- --------------------------------------------------------------------------------
10.09 Agreement dated May 13, 1994 between Granges
and Atlas Corporation filed as Exhibit 2.01
to the Form 20-F for the period ended
December 31, 1994 and incorporated herein by
reference (File No.1-9025)
- --------------------------------------------------------------------------------
10.10 Purchase and Sale Agreement dated June 24,
1994 between Granges and Hudson Bay Mining and
Smelting Co., Limited filed as Exhibit 10.10
to the Form 20-F/A for the year ended December
31, 1994 and incorporated herein by reference
(File No. 1-9025)
- --------------------------------------------------------------------------------
10.11 Amalgamation Agreement dated February 24,
1995 between Granges and Hycroft Inc.
included in the Joint Management Information
Circular of Granges and Hycroft Inc. filed
as Exhibit 20.1 to the Form 8-K dated May 1,
1995 and incorporated herein by reference
(File No. 1-9025)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

-72-
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10.12 Agreement dated February 24, 1995 between
Granges and Atlas Corporation filed as
Exhibit 2.03 to the Form 20-F for the period
ended December 31, 1994 and incorporated
herein by reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.13 Employment Agreement dated June 1, 1995
between Granges and Michael B. Richings
filed as Exhibit 10(i) to the Form 10-Q for
the quarterly period ended June 30,
1995 and incorporated herein by reference
(File No. 1-9025)
- --------------------------------------------------------------------------------
10.14 Private Placement Subscription Agreement dated
August 25, 1995 between Granges and Zamora
filed as Exhibit 10.10 to the Form 20-F/A for
the year ended December 31, 1994 and
incorporated herein by reference (File No.
1-9025)
- --------------------------------------------------------------------------------
10.15 Letter of Intent between Granges and Atlas
Corporation dated as of October 4, 1995 to
enter into an Exploration Joint Venture
Agreement filed as Exhibit 10.14 to the Form
20-F/A for the year ended December 31, 1994
and incorporated herein by reference (File No.
1-9025)
- --------------------------------------------------------------------------------
10.16 Registration Agreement between Granges and
Atlas Corporation dated as of November 10,
1995 filed as Exhibit 10.12 to the Form
20-F/A for the year ended December 31, 1994
and incorporated herein by reference (File
No. 1-9025)
- --------------------------------------------------------------------------------
10.17 Indemnification Agreement between Granges
and Atlas Corporation dated as of November
10, 1995 filed as Exhibit 10.13 to the Form
20-F/A for the year ended December 31, 1994
and incorporated herein by reference (File
No. 1-9025)
- --------------------------------------------------------------------------------
10.18 Commitment letter dated November 14, 1995
between Granges and Deutsche Bank AG filed as
Exhibit 10.09 to the Form 20-F/A for the year
ended December 31, 1994 and incorporated
herein by reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.19 Exploration and Purchase Option Agreement
effective June 7, 1996 between Granges and
L.B. Mining filed as Exhibit 2.01 to the Form
20-F for the year ended December 31, 1997 and
incorporated herein by reference (File No.
1-9025)
- --------------------------------------------------------------------------------
10.20 Special Warrant Indenture dated June 7, 1996
between Granges and Montreal Trust filed as
Exhibit 2.02 to the Form 20-F for the year
ended December 31, 1997 and incorporated
herein by reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.21 Warrant Indenture dated June 7, 1996 between
Granges and Montreal Trust filed as Exhibit
2.03 to the Form 20-F for the year ended
December 31, 1997 and incorporated herein by
reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.22 Stock Option Plan of Vista Gold dated
November 1996
- --------------------------------------------------------------------------------
10.23 Supplemental Warrant Indenture made as of
November 1, 1996 between Vista Gold and
Montreal Trust with respect to the Warrant
Indenture dated April 25, 1996 between Granges
and Montreal Trust filed as Exhibit 1.01 to
the Form 20-F for the year ended December 31,
1997 and incorporated herein by reference
(File No. 1-9025)
- --------------------------------------------------------------------------------
10.24 Supplemental Warrant Indenture made as of
November 1, 1996 between Vista Gold and
Montreal Trust with respect to the Warrant
Indenture dated June 7, 1996 between Granges
and Montreal Trust filed as Exhibit 1.02 to
the Form 20-F for the year ended December 31,
1997 and incorporated herein by reference
(File No. 1-9025)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

-73-
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
10.25 Establishment of Operating Credit Facility
dated November 22, 1996 from The Bank of Nova
Scotia to Vista Gold and accepted by Vista
Gold on November 26, 1996 filed as Exhibit
2.05 to the Form 20-F for the year ended
December 31, 1997 and incorporated herein by
reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.26 Termination Agreement dated January 10, 1997
between Granges (U.S.) Inc. and Atlas filed
as Exhibit 1.03 to the Form 20-F for the year
ended December 31, 1997 and incorporated
herein by reference (File No. 1-9025)
- --------------------------------------------------------------------------------
10.27 Credit Agreement dated as of February 20,
1997 between The Bank of Nova Scotia
and Hycroft Inc. filed as Exhibit 2.06 to the
Form 20-F for the year ended December 31,
1997 and incorporated herein by reference
(File No. 1-9025)
- --------------------------------------------------------------------------------
10.28 Guaranty dated as of February 20, 1997 by
Vista Gold in favour of The Bank of Nova
Scotia filed as Exhibit 2.07 to the Form
20-F for the year ended December 31, 1997
and incorporated herein by reference (File
No. 1-9025)
- --------------------------------------------------------------------------------
10.29 Amendment No. 1 dated as of September 30, 1997
between The Bank of Nova Scotia and Hycroft
Inc. Credit Agreement dated as of February 20,
1997 between The Bank of Nova Scotia and
Hycroft Inc. filed as Exhibit 1.01 to the Form
20-F for the year ended December 31, 1998 and
incorporated herein by reference (File No.
1-9025)
- --------------------------------------------------------------------------------
10.30 Letter Agreement of Private Placement dated
April 24, 1998 between Zamora and Gribipe
and Amendment dated June 1, 1998 to Letter
Agreement of Private Placement Agreement
dated April 24, 1998
- --------------------------------------------------------------------------------
10.31 Share Purchase Agreement dated October 21,
1998 among Cornucopia Resources Ltd.,
Cornucopia Resources Inc., Vista Gold
Holdings Inc. and Vista Gold
- --------------------------------------------------------------------------------
10.32 Restated and Amended Loan Agreement dated as
of October 21, 1998 between Mineral Ridge Inc.
and Dresdner Bank AG, New York and Grand Cayman
Branches
- --------------------------------------------------------------------------------
10.33 Stock Option Plan of Vista Gold dated
November 1996 as amended in November 1998
- --------------------------------------------------------------------------------
11.01 Statement of Computation of Per Share
Earnings of Vista Gold
- --------------------------------------------------------------------------------
24.01 Powers of Attorney
- --------------------------------------------------------------------------------
27.01 Financial Data Schedule
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

-74-
<PAGE>

REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the quarter ended December 31, 1998.
However, the following documents were filed under cover of Form 6-K during
the quarter ended December 31, 1998:

1. Press release dated October 22, 1998 announcing the acquisition of
Mineral Ridge Inc. filed under cover of Form 6-K on October 23, 1998.

2. Press release dated November 20, 1998 announcing the Corporation's
results for the quarter ended September 31, 1998 filed under cover of Form
6-K on November 20, 1998.

3. Interim financial statements for the quarter ended September 30, 1998
filed under cover of Form 6-K on December 2, 1998.

SUPPLEMENTAL INFORMATION

Additional information, including directors' and officers' remuneration and
indebtedness, principal holders of the Corporation's securities, options to
purchase securities and interests of insiders in material transactions, where
applicable, is contained in the Management Proxy and Information Circular for
the annual general meeting of shareholders held on May 10, 1999.

-75-
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

VISTA GOLD CORP.

Dated: March 24, 1999 By: /s/ Michael B. Richings
-------------------------------------
Michael B. Richings,
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:

Dated: March 24, 1999 By: /s/ Roger L. Smith
-------------------------------------
Roger L. Smith,
Vice President Finance

Dated: March 24, 1999 By: /s/ Roger L. Smith
--------------------------------------
Roger L. Smith,
Vice President Finance

-76-
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
SIGNATURE TITLE DATE
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
* Chairman of the Board and March 24, 1999
- --------------------------------------- Director
David R. Sinclair
- -----------------------------------------------------------------------------------------------
* Vice-Chairman of the Board and March 24, 1999
- --------------------------------------- Director
Ross J. Beaty
- -----------------------------------------------------------------------------------------------
/s/ Michael B. Richings President and Chief Executive March 24, 1999
- --------------------------------------- Officer and Director
Michael B. Richings
- -----------------------------------------------------------------------------------------------
* Director March 24, 1999
- ---------------------------------------
William Calhoun
- -----------------------------------------------------------------------------------------------
* Director March 24, 1999
- ---------------------------------------
C. Thomas Ogryzlo
- -----------------------------------------------------------------------------------------------
* Director March 24, 1999
- ---------------------------------------
Alan G. Thompson
- -----------------------------------------------------------------------------------------------
* Director March 24, 1999
- ---------------------------------------
Peter Walton
- -----------------------------------------------------------------------------------------------
* Director March 24, 1999
- ---------------------------------------
Keith Steeves
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>

* On his own behalf and pursuant to a Power of Attorney dated March 24, 1999,
the undersigned by signing his name hereby signs this report in the name and
on behalf of the foregoing indicated officers and directors.

/s/ Michael B. Richings
- -----------------------------------
Michael B. Richings

-77-

<PAGE>

TEXT OF FORM OF COMMON SHARE CERTIFICATE OF VISTA GOLD CORP.

[SIDE 1]

This certifies that - is the registered holder of

FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF

VISTA GOLD CORP.

subject to the Articles of Continuance and By-Laws of the Corporation
transferable on the books of the Corporation by the registered holder in person
or by Attorney duly authorized in writing upon surrender of this Certificate
properly endorsed.

This Certificate is not valid until it is countersigned and registered by the
Transfer Agent or Co-Transfer Agent and Registrar of the Corporation.

In Witness Whereof the Corporation has caused this Certificate to be signed on
its behalf by the facsimile signatures of its duly authorized officers.

Dated:

COUNTERSIGNED AND REGISTERED
MONTREAL TRUST COMPANY OF CANADA Vancouver
TRANSFER AGENT AND REGISTRAR Toronto

President and Chief THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK New York
Executive Officer CO-TRANSFER AGENT AND REGISTRAR

Vice President, Finance
and Chief Financial
Officer By:
---------------------------------------
Authorized Signature

The Shares represented by this Certificate are transferable at the offices of
Montreal Trust Company of Canada, Vancouver, B.C., Toronto, Ont. or The Bank of
Nova Scotia Trust Company of New York, One Liberty Plaza, New York, N.Y. 10006

[SIDE 2]

Until the Separation Time (as defined in the Rights Agreement referred to below)
this Certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement, dated as of the 1st day of May, 1995 (the
"Rights Agreement") between Vista Gold Corp. (the "Corporation") and Montreal
Trust Company of Canada, as Rights Agent, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of the Corporation. Under certain circumstances as set forth
in the Rights Agreement, such Rights may be terminated, may expire, may become
void (if, in certain cases, they are "Beneficially Owned" by and "Acquiring
Person", as such terms are defined in the Rights Agreement, or a transferee
thereof) or may be evidenced by separate certificates and may no longer be
evidenced by this Certificate. The Corporation will mail or arrange for the
mailing of a copy of the Rights Agreement to the holder of this Certificate
without charge within five days after the receipt of a written request therefor.

<PAGE>

THE CLASS OR SERIES OF SHARES REPRESENTED BY THIS CERTIFICATE HAS RIGHTS,
PRIVILEGES, RESTRICTIONS OR CONDITIONS ATTACHED TO IT. THE CORPORATION WILL
FURNISH TO A SHAREHOLDER, ON DEMAND AND WITHOUT CHARGE, A FULL COPY OF THE TEXT
OF THE RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHED TO EACH CLASS
AUTHORIZED TO BE ISSUED AND TO EACH SERIES IN SO FAR AS THEY HAVE BEEN FIXED BY
THE DIRECTORS, AND THE AUTHORITY OF THE DIRECTORS TO FIX THE RIGHTS, PRIVILEGES,
RESTRICTIONS AND CONDITIONS OF SUBSEQUENT SERIES.

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL INSURANCE NUMBER OF TRANSFEREE

- --- --- --- --- --- --- --- --- ---
- -
- --- --- --- --- --- --- --- --- ---

- ------------------------------------------------------------------------------
(Name and address of transferee)

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
shares registered in the name of the undersigned on the books of
the Corporation named on the face of this Certificate and
represented hereby, and irrevocably constitutes and appoints

- ------------------------------------------------------------------------------
the attorney of the undersigned to transfer the said shares on the
register of transfers and books of the Corporation with full power
of substitution hereunder.

DATED:

- ---------------------------------- -------------------------------
(Signature of Witness) (Signature of Shareholder)

NOTICE: The signature of this assignment must correspond with the name as
written upon the face of the Certificate, in every particular,
without alteration or enlargement, or any change whatever, and must
be guaranteed by a bank, trust company or a member of a recognized
stock exchange.

Signature Guaranteed By:

-2-

<PAGE>

VISTA GOLD CORP.

AMENDED BY-LAW NO. 1

TABLE OF CONTENTS
<TABLE>
<S> <C>
1. INTERPRETATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

2. BUSINESS OF THE CORPORATION . . . . . . . . . . . . . . . . . . . . . . .2

3. BORROWING AND SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . .3

4. DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

5. COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

6. OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

7. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS. . . . . . . . . . . . . . .8

8. SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

9. DIVIDENDS AND RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . 12

10. MEETINGS OF SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . 13

11. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

</TABLE>

-i-
<PAGE>

BE IT ENACTED as a By-Law of the Corporation as follows:

1. INTERPRETATION

1.1 DEFINITIONS - In the By-Laws of the Corporation, unless the context
otherwise requires:

"ACT" means the BUSINESS CORPORATIONS ACT, R.S.Y. 1986, c.15, and any statute
that may be substituted therefore, as from time to time amended; marginal
references to sections of the Act herein are not made for the purpose of
modifying or affecting the meaning of any provision of this By-Law in any way
but are inserted only for the purpose of directing attention to provisions of
the Act which may be regarded as relevant;

"APPOINT" includes "elect" and VICE VERSA;

"ARTICLES" means the Articles attached to the Certificate of Continuance dated
the 17th day of December, 1997 of the Corporation as from time to time amended
or restated;

"BOARD" means the Board of Directors of the Corporation;

"BY-LAWS" means this By-Law and all other By-Laws of the Corporation from time
to time in force and effect relating to the transaction of business and affairs
of the Corporation in addition hereto, in amendment hereof, or in substitution
for all or any part of this By-Law;

"CORPORATION" means the corporation incorporated by Certificate of Continuance
under the Act and named: VISTA GOLD CORP.

"NON-BUSINESS DAY" means Saturday, Sunday and any other day that is a holiday as
defined in the INTERPRETATION ACT (Canada), or the INTERPRETATION ACT (Yukon);

"OFFICERS" has the meaning set out in Section 6.1;

"PROHIBITED CORPORATE SHAREHOLDER" means a corporation prohibited from holding
shares in itself or its holding body corporate or a subsidiary corporation
prohibited from holding shares in its parent corporation pursuant to the Act and
not exempted from such prohibited shareholdings by virtue of the Act;

"RECORDED ADDRESS" means in the case of a shareholder his address as recorded in
the securities register; and in the case of joint shareholders the address
appearing in the securities register in respect of such joint holdings
determined under Section 8.10; and in the case of a director, officer, auditor
or member of a committee of directors, his latest address as recorded in the
records of the Corporation;

Except as noted above, words and expressions defined in the Act have the same
meaning when used herein; words importing the singular number include the plural
and vice versa; words importing gender include the masculine, feminine and
neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.

-1-
<PAGE>

2. BUSINESS OF THE CORPORATION

2.1 REGISTERED OFFICE - Until changed in accordance with the Act, the
registered office of the Corporation shall be at the City of Whitehorse, in the
Yukon Territory, and at such location therein as the Board may from time to time
determine.

2.2 CORPORATE SEAL - Until changed by the Board, the corporate seal of the
Corporation and any facsimiles thereof adopted by the Board for use in
jurisdictions outside the Yukon Territory shall be in the form approved by the
directors.

2.3 FINANCIAL YEAR - The financial year of the Corporation shall end on the
day in each year that is established by the Board.

2.4 EXECUTION OF INSTRUMENTS - Except as otherwise determined by resolution
of the Board from time to time, all deeds, transfers, assignments, contracts,
obligations, certificates and other instruments required by law or otherwise
by these By-Laws or any resolution of the Board or shareholders of the
Corporation may be signed on behalf of the Corporation by any one or more
persons each of which is either a director of the Corporation or a person who
holds the office of Chief Executive Officer, Chairman of the Board,
Vice-Chairman of the Board, President, Vice-President, Secretary, Assistant
Secretary, or any other office created by by-law or by resolution of the
Board and such person or persons may, where necessary or expedient, affix the
corporate seal thereto.

2.5 BANKING ARRANGEMENTS - The banking business of the Corporation
including, without limitation, the borrowing of money and the giving of
security therefor, shall be transacted with such banks, trust companies or
other bodies corporate or organizations as may from time to time be
designated by or under the authority of the Board. Such banking business or
any part thereof shall be transacted under such agreements, instructions and
delegations of powers as the Board may from time to time by resolution
prescribe or authorize.

2.6 VOTING RIGHTS IN OTHER BODIES CORPORATE - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting
rights attaching to any securities held by the Corporation. Such
instruments, certificates or other evidence shall be in favour of such person
or persons as may be determined by the officers executing such proxies or
arranging for the issuance of voting certificates or such other evidence of
the right to exercise such voting rights. In addition, the Board may from
time to time direct the manner in which and the person or persons by whom any
particular voting rights or class of voting rights may or shall be exercised.

2.7 WITHHOLDING INFORMATION FROM SHAREHOLDERS - Subject to the provisions
of the Act, no shareholder shall be entitled to discovery of any information
respecting any details or conduct of the Corporation's business which, in the
opinion of the Board, it would be inexpedient in the interests of the
shareholders or the Corporation to communicate to the public. The Board may
from time to time determine whether and to what extent and at what time and
place and under what conditions or regulations the accounts, records and
documents of the Corporation or any of them shall be open to the inspection
of shareholders and no shareholder shall have any right of

-2-
<PAGE>

inspecting any account, record or document of the Corporation except as
conferred by the Act or authorized by the Board or by resolution passed at a
general Meeting of Shareholders.

3. BORROWING AND SECURITIES

3.1 BORROWING POWER - Without limiting the borrowing powers of the
Corporation as set forth in the Act, the Board is authorized from time to
time:

(a) to borrow money upon the credit of the Corporation in such amounts and
on such terms as may be deemed expedient by obtaining loans or
advances or by way of overdraft or otherwise;

(b) to issue, re-issue, sell or pledge bonds, debentures, notes or other
evidence of indebtedness or guarantees of the Corporation, whether
secured or unsecured for such sums and at such prices as may be deemed
expedient;

(c) subject to the Act, to issue guarantees on behalf of the Corporation
to secure the performance of the obligations of any person; and

(d) to charge, mortgage, hypothecate, pledge or otherwise create a
security interest in all or any currently owned or subsequently
acquired real or personal, movable or immovable, property and
undertaking of the Corporation, including book debts, rights, powers
and franchises for the purpose of securing any such bonds, debentures,
notes or other evidences of indebtedness or guarantee or any other
present or future indebtedness or liability of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.

3.2 DELEGATION OF BORROWING POWER - The Board may from time to time
delegate to such one or more of the directors and officers of the Corporation
as may be designated by the Board all or any of the powers conferred on the
Board by Section 3.1 to such extent and in such manner as the Board shall
determine at the time of each such delegation.

4. DIRECTORS

4.1 NUMBER OF DIRECTORS AND QUORUM - Until changed in accordance with the
Act, the Board shall consist of not fewer than three (3) and not more than
eight (8) directors. Subject to Section 4.7, the Articles and the Act, the
quorum for the transaction of business at any meeting of the Board shall
consist of a majority of the directors or such lesser number of directors as
the Board may from time to time determine.

4.2 QUALIFICATION - No person shall be qualified for election as a director
if he is less than nineteen (19) years of age; if he is of unsound mind and
has been so found by a Court in Canada or elsewhere; if he is not an
individual; or if he has the status of a bankrupt. A director need not be a
shareholder.

-3-
<PAGE>

4.3 ELECTION AND TERM - Each director named in the Notice of Directors
filed at the time of continuance of the Corporation under the Act shall hold
office from the date of the Certificate of Continuance until the first
Meeting of Shareholders thereafter. An election of directors shall take
place at such first Meeting of Shareholders and at each annual Meeting of
Shareholders thereafter and all the directors then in office shall retire
but, if qualified, shall be eligible for re-election. A director shall
retain office only until the election of his successor. The number of
directors to be elected at any such meeting shall be the number of directors
then in office unless the directors or the shareholders otherwise determine.
The election shall be by ordinary resolution of the shareholders. If an
election of directors is not held at the proper time, the incumbent directors
shall continue in office until their successors are elected.

4.4 REMOVAL OF DIRECTORS - Subject to the provisions of the Act, the
shareholders may, by ordinary resolution passed at any duly called meeting of
shareholders, remove any director from office and at the same meeting by
ordinary resolution elect another person as director in his or her stead,
failing which the vacancy created by such removal may be filled by the
directors in accordance with Section 4.6.

4.5 VACATION OF OFFICE - A director ceases to hold office when: he dies; he
is removed from office by the shareholders; he ceases to be qualified for
election as a director; or when his written resignation is sent or delivered
to the Corporation or, if a time is specified in such resignation, at the
time so specified, whichever is later.

4.6 VACANCIES - Subject to the Act and the Articles, a quorum of the Board
may fill a vacancy in the Board, except a vacancy resulting from an increase
in the minimum number of directors or from a failure of the shareholders to
elect the minimum number of directors required to be elected from time to
time. In the absence of a quorum of the Board, or if the vacancy has arisen
from a failure of the shareholders to elect the minimum number of directors,
the Board shall forthwith call a special meeting of the shareholders to fill
the vacancy. If the Board fails to call such meeting or if there are no such
directors then in office, any shareholder may call the meeting.

4.7 ACTION BY THE BOARD - The Board shall manage the business and affairs
of the Corporation. The powers of the Board may be exercised by resolution
passed at a meeting at which a quorum is present or by resolution in writing,
whether by document, telegram, telecopy or any method of transmitting legibly
recorded messages or other means, signed by all the directors entitled to
vote on that resolution at a meeting of the Board and any resolution in
writing so signed shall be as valid as if it had been passed at a meeting of
directors or a committee of directors and shall be held to relate to any date
therein stated to be the effective date thereof, and a copy of every such
resolution in writing shall be kept with the minutes of the proceedings of
directors or committee of directors. Where there is a vacancy in the Board,
the remaining directors may exercise all the powers of the Board. Where the
Corporation has only one director, that director may constitute a meeting.
An act of a director is valid notwithstanding any irregularity in his
election or appointment or a defect in his qualifications.

4.8 MEETINGS BY TELEPHONE - If all of the directors at a meeting consent,
one or more or all the directors may participate in a meeting of the Board or
of a committee of directors by means of such telephone or other
communications facilities as permit all persons participating in the

-4-
<PAGE>

meeting to hear each other, and a director participating in such a meeting by
such means is deemed to be present at the meeting. Any such consent shall be
effective whether given before or after the meeting to which it relates and
may be given with respect to all meetings of the Board and of committees of
directors held while a director holds office.

4.9 PLACE OF MEETING - Meetings of the Board may be held at any place in or
outside Canada.

4.10 CALLING OF MEETINGS - Meetings of the Board shall be held from time to
time and at such place as the Board may determine. In addition, each of the
Chairman of the Board, the Vice-Chairman of the Board, the President or any
two directors may convene or direct the convening of a meeting of the Board.

4.11 NOTICE OF MEETING - Except as otherwise provided in Section 4.12,
notice of the time and place of each meeting of the Board shall be given in
the manner provided in Section 11.1 to each director not less than
forty-eight (48) hours before the time when the meeting is to be held, unless
a director gives notice to the Secretary in the manner provided in Section
11.1 within such forty-eight (48) hour period that he wishes the directors to
be physically present at such meeting, in which case notice shall be given in
the manner provided in Section 11.1 to each director not less than seven (7)
days before the time when the meeting is to be held. A notice of a meeting
of directors need not specify the purpose of or the business to be transacted
at the meeting except where Section 115(3) of the Act requires such purpose
or business to be specified, including any proposal to:

(a) submit to the shareholders any question or matter requiring approval
of the shareholders;

(b) fill a vacancy among the directors or in the office of auditor;

(d) declare dividends;

(e) purchase, redeem, or otherwise acquire shares of the Corporation;

(f) pay a commission for the sale of shares;

(g) approve a management proxy circular;

(h) approve any annual financial statements; or

(i) adopt, amend or repeal By-Laws.

A director may in any manner waive notice of or otherwise consent to a meeting
of the Board either before or after the convening of the meeting.

4.12 REGULAR MEETINGS - The Board may by resolution appoint a day or days in
any month or months for regular meetings of the Board at a place and hour to
be named in the resolution. No notice shall be required for any such regular
meeting.

-5-
<PAGE>

4.13 FIRST MEETING OF NEW BOARD - Provided a quorum of directors is present,
each newly elected Board may without notice hold its first meeting
immediately following the meeting of shareholders at which such Board is
elected.

4.14 ADJOURNED MEETING - Notice of an adjourned meeting of the Board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.

4.15 CHAIRMAN - The chairman of any meeting of the Board shall be the first
mentioned of such of the following officers as have been appointed and who is
a director and is present at the meeting: Chairman of the Board,
Vice-Chairman of the Board, Chief Executive Officer, President, or any
Vice-President who is a director. If no such officer is present, the
directors present shall choose one of their number to be chairman.

4.16 VOTES TO GOVERN - At all meetings of the Board every question shall be
decided by a majority of the votes cast on the question. In cases of an
equality of votes the Chairman of the meeting shall not be entitled to a
second or casting vote.

4.17 CONFLICT OF INTEREST - A director or officer who is a party to, or who
is a director or officer of or has a material interest in any person who is a
party to, a material contract or proposed material contract with the
Corporation shall disclose the nature and extent of his interest at the time
and in the manner provided by the Act. Any such contract or proposed
contract shall be referred to the Board or shareholders for approval even if
such contract is one that in the ordinary course of the Corporation's
business would not require approval by the Board or shareholders, and a
director interested in a contract so referred to the Board shall not vote on
any resolution to approve the same except as provided by the Act.

4.18 REMUNERATION AND EXPENSES - The directors shall be paid such
remuneration for their services as the Board may from time to time determine.
The directors shall also be entitled to be reimbursed for travelling and
other expenses properly incurred by them in attending meetings of the Board
or any committee thereof. Nothing herein contained shall preclude any
director from serving the Corporation in any other capacity and receiving
remuneration therefore.

5. COMMITTEES

5.1 COMMITTEE OF DIRECTORS

(a) The Board may appoint one or more committees of the directors and may
delegate to each such committee any of the powers of the Board except
those which, under the Act, a committee of directors has no authority
to exercise.

(b) The directors may by resolution appoint an Executive Committee to
consist of such member or members of their body as they think fit,
which committee shall have, and may exercise during the intervals
between the meetings of the Board, all the powers vested in the Board
except the power to fill vacancies in the Board, the power to change
the membership of, or fill vacancies in, said committee or any other
committee of the Board and such other powers, if any, as may be
specified in the resolution. The said committee shall keep regular
minutes of its

-6-
<PAGE>

transactions and shall cause them to be recorded in books kept for
that purpose, and shall report the same to the Board of Directors
at such times as the Board of Directors may from time to time
require. The Board shall have the power at any time to revoke or
override the authority given to or acts done by the Executive
Committee except as to acts done before such revocation or
overriding and to terminate the appointment or change the
membership of such committee and to fill vacancies in it. The
Executive Committee may make rules for the conduct of its business
and may appoint such assistants as it may deem necessary. A
majority of the members of the Executive Committee shall constitute
a quorum thereof.

(c) The directors may from time to time by resolution constitute, dissolve
or reconstitute standing committees and other committees consisting of
such persons as the Board may determine. Every committee constituted
by the Board shall have the powers, authorities and discretions
delegated to it by the Board (which shall not include the power to
fill vacancies in the Board and the power to change the membership of
or fill vacancies in any committee constituted by the Board or the
power to appoint or remove officers appointed by the Board) and shall
conform to the regulations which may from time to time be imposed upon
it by the Board.

(d) The Executive Committee and any other committee may meet and adjourn
as it thinks proper. Questions arising at any meeting shall be
determined by a majority of votes of the members of the committee
present, and in case of an equality of votes, the chairman shall not
have a second or casting vote. A resolution approved in writing by
all the members of the Executive Committee or any other committee
shall be as valid and effective as if it had been passed at a meeting
of such committee duly called and constituted. Such resolution may be
in two or more counterparts which together shall be deemed to
constitute one resolution in writing. Such resolution shall be filed
with the minutes of the proceedings of the committee and shall be
effective on the date stated thereon or on the latest date stated in
any counterpart.

5.2 AUDIT COMMITTEE - When required by the Act the Board shall, and at any
other time the Board may, elect annually from among its number an audit
committee to be composed of not fewer than three (3) directors of whom a
majority shall not be officers or employees of the Corporation or its
affiliates. The audit committee shall have the powers and duties provided in
the Act and otherwise as determined by the Board.

5.3 PROCEDURE - Unless otherwise determined by the Board or provided under
the Act, each committee of directors shall have the power to fix its quorum
at not less than a majority of its members, to elect its chairman and to
regulate its procedure. Failing such determination, a quorum shall be a
majority of the members of such committee.

-7-
<PAGE>

6. OFFICERS

6.1 APPOINTMENT - The Board may from time to time appoint a Chief Executive
Officer, a President, one or more Vice-Presidents (to which title may be
added words indicating seniority or function), a Secretary and such other
officers as the Board may determine, including one or more assistants to any
of the officers so appointed (herein referred to as "officers"). The Board
may specify the duties of and, in accordance with this By-Law and subject to
the provisions of the Act, delegate to such officers powers to manage the
business and affairs of the Corporation as it sees fit. An officer may, but
need not, be a director and one person may hold more than one office.

6.2 CHAIRMAN OF THE BOARD - The Board may from time to time appoint a
Chairman of the Board who shall be a director. The Chairman of the Board
shall, when present, preside at all meetings of the Board and shall have such
other powers and duties as the Board may specify.

6.3 SECRETARY - The Secretary shall attend and be the Secretary of all
meetings of the Board, shareholders and committees of directors and shall
enter or cause to be entered in records kept for that purpose minutes of all
proceedings thereat; he shall give or cause to be given, as and when
instructed, all notices to shareholders, directors, officers, the auditor and
members of the committees of directors; he shall be the custodian of the
stamp or mechanical device generally used for affixing the corporate seal of
the Corporation and of all books, papers, records, documents and instruments
belonging to the Corporation, except when some other officer or agent has
been appointed for that purpose; and he shall have such other powers and
duties as the Board may specify.

6.4 CONFLICT OF INTEREST - An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 4.17.

6.5 AGENTS AND ATTORNEYS - The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside of Canada with
such powers of management or otherwise (including the power to sub-delegate)
as may be thought fit.

7. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.1 LIMITATION OF LIABILITY - No director shall be liable for the acts,
receipts, neglects or defaults of any other director or any officer or
employee, or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired for
or on behalf of the Corporation, or for the insufficiency or deficiency of
any security in or upon which any of the moneys of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency
or tortious acts of any person with whom any of the moneys, securities or
effects of the Corporation shall be deposited, or for any loss occasioned by
any error of judgement or oversight on his part, or for any other loss,
damage or misfortune whatever which shall happen in the execution of the
duties of his office or in relation thereto, unless the same are occasioned
by his own wilful neglect or default; provided that nothing herein shall
relieve any director or officer from the duty to act in accordance with the
Act and the regulations thereunder or from liability for any breach thereof.

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7.2 INDEMNITY - Subject to the limitations contained in the Act, and to the
extent he is otherwise fairly and reasonably entitled thereto, the
Corporation shall indemnify a director or officer, a former director or
officer, or a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor (or a person who undertakes or has undertaken any
liability on behalf of the Corporation or any such body corporate) and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Corporation or such body
corporate, if:

(a) he acted honestly and in good faith with a view to the best interests
of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for
believing that his conduct was lawful.

7.3 INSURANCE - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of its
directors and officers as the Board may from time to time determine.

8. SHARES

8.1 ALLOTMENT AND ISSUE - The Board may from time to time allot, or grant
options to purchase, the whole or any part of the unissued shares of the
Corporation as are authorized under the Articles at such times and to such
persons and for such consideration as the Board shall determine, provided
that no share shall be issued until it is fully paid as prescribed by the
Act. Subject to the Articles, no holder of any class of share of the capital
of the Corporation shall be entitled as of right to subscribe for, purchase
or receive any part of any new or additional issue of shares of any class,
whether now or hereafter authorized or any bonds, debentures or other
securities convertible into shares of any class.

8.2 COMMISSIONS - The Board may from time to time authorize the Corporation
to pay a reasonable commission to any person in consideration of his
purchasing or agreeing to purchase shares of the Corporation, whether from
the Corporation or from any other person, or procuring or agreeing to procure
purchasers for any such shares.

8.3 SECURITIES REGISTER - The Corporation shall issue shares in registered
form and shall record the names of holders of shares in a securities register
in accordance with the Act.

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8.4 REGISTRATION OF TRANSFER

(a) Subject to the provisions of the Act, no transfer of shares shall be
registered in the securities register except upon presentation of the
certificate representing such shares with a transfer endorsed thereon
or delivered therewith duly executed by the registered holder or by
his attorney or successor duly appointed, together with such
reasonable assurance or evidence of signature, identification and
authority to transfer as the Board may from time to time prescribe,
upon payment of all applicable taxes and any fees prescribed by the
Board, upon compliance with such restrictions on transfer, if any, as
are authorized by the Articles, and upon satisfaction of any lien
referred to in Section 8.6.

(b) The signature of the registered holder of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer shall
constitute a complete and sufficient authority to the Corporation, its
directors, officers and agents to register, in the name of the
transferee as named in the instrument of transfer, the number of
shares specified therein or, if no number is specified, all the shares
of the registered holder represented by share certificates deposited
with the instrument of transfer. If no transferee is named in the
instrument of transfer, the instrument of transfer shall constitute a
complete and sufficient authority to the corporation, its directors,
officers and agents to register, in the name of the person in whose
behalf any certificate for the shares to be transferred is deposited
with the Corporation for the purpose of having the transfer
registered, the number of shares specified in the instrument of
transfer or, if no number is specified, all the shares represented by
all share certificates deposited with the instrument of transfer.

(c) Neither the Corporation nor any director, officer or agent thereof
shall be bound to inquire into the title of the person named in the
form of transfer as transferee, or, if no person is named therein as
transferee, of the person on whose behalf the certificate is deposited
with the Corporation for the purpose of having the transfer registered
or be liable to any claim by any such person or by any intermediate
owner or holder of the certificate or of any of the shares represented
thereby or any interest therein for registering the transfer, and the
transfer, when registered, shall confer upon the person in whose name
the shares have been registered a valid title to such shares.

(d) Every instrument of transfer shall be executed by the transferor and
left at the registered office of the Corporation or at the office of
its transfer agent or branch transfer agent or registrar for
registration together with the share certificate for the shares to be
transferred and such other evidence if any, as the directors or the
transfer agent or branch transfer agent or registrar or branch
registrar may require to prove the title of the transferor or his
right to transfer the shares and the right of the transferee to have
the transfer registered. All instruments of transfer where the
transfer is registered shall be retained by the Corporation or its
transfer agent or branch transfer agent or registrar or
branch/registrar and any instrument of transfer, where the transfer is
not registered, shall be returned to the person

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depositing the same together with the share certificate which
accompanied the same when tendered for registration.

(e) There shall be paid to the Corporation in respect of the registration
of any transfer such sum, if any, as the directors may from time to
time determine.

8.5 TRANSFER AGENTS AND REGISTRARS - The Board may from time to time
appoint a registrar to maintain the securities register and a transfer agent
to maintain the register of transfers and may also appoint one or more branch
registrars to maintain branch securities registers and one or more branch
transfer agents to maintain branch registers of transfer, but one person may
be appointed both registrar and transfer agent. The Board may at any time
terminate any such appointment.

8.6 LIEN FOR INDEBTEDNESS - If the Articles provide that the Corporation
shall have a lien on shares registered in the name of a shareholder indebted
to the Corporation, such lien may be enforced, subject to any other provision
of the Articles, by the sale of the shares thereby affected or by any other
action, suit, remedy or proceeding authorized or permitted by law or by
equity and, pending such enforcement, may refuse to register a transfer of
the whole or any part of such shares.

8.7 NON-RECOGNITION OF TRUSTS - Subject to the provisions of the Act, the
Corporation shall treat as absolute owner of the share the person in whose
name the share is registered in the securities register as if that person had
full legal capacity and authority to exercise all rights of ownership,
irrespective of any indication to the contrary through knowledge or notice or
description in the Corporation's records or on the share certificate.

8.8 SHARE CERTIFICATES - Every person in whose name a share is registered
in the securities register shall be entitled, at his option, to a share
certificate, or to a non-transferable written acknowledgement of his right to
obtain a share certificate, stating the number and list or series of shares
held by him as shown on the securities register. Share certificates and
acknowledgements of a shareholder's right to a share certificate,
respectively, shall be in such form as the Board shall from time to time
approve. Any share certificate shall be signed in accordance with Section
2.4 and need not be under the corporate seal provided that, unless the Board
otherwise determines, certificates representing shares in respect of which a
transfer agent and/or registrar has been appointed shall not be valid unless
manually countersigned by or on behalf of such transfer agent and/or
registrar. The signature of one or more officers may be printed or
mechanically reproduced in facsimile upon share certificates and every such
facsimile signature shall for all purposes be deemed to be the signature of
the officer whose signature it reproduces and shall be binding upon the
Corporation. A share certificate executed as aforesaid shall be valid
notwithstanding that one or more of the officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the
certificate.

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8.9 REPLACEMENT OF SHARE CERTIFICATES - The Board or any officer or agent
designated by the Board may in its or his discretion direct the issue of a
new share certificate in lieu of and upon cancellation of a share certificate
that has been mutilated or in substitution for a share certificate claimed to
have been lost, destroyed or wrongfully taken or which does not comply as to
form with the requirements from time to time of the Act in this regard, on
payment of such fee as the Board may direct and on such terms as to
indemnity, reimbursement of expenses and evidence of loss and of title as the
Board may from time to time prescribe, whether generally or in any particular
case.

8.10 JOINT SHAREHOLDERS - If two or more persons are registered in the
securities register as joint holders of any share, the Corporation shall not
be bound to issue more than one certificate in respect thereof, and delivery
of such certificate to one of such persons shall be sufficient delivery to
all of them. Any one of such persons may give effectual receipts for the
certificate issued in respect thereof or for any dividend, bonus, return of
capital or other money payable or warrant issuable in respect of such share.
Joint shareholders may collectively designate in writing an address as their
recorded address for service of notice and payment of dividends but in
default of such designation the address of the first named joint shareholder
shall be deemed to be the recorded address aforesaid.

8.11 DECEASED SHAREHOLDERS - In the event of the death of a registered
holder, or of one of the joint registered holders, of any share, the
Corporation shall not be required to make any entry in the securities
register in respect thereof or to make payment of any dividends thereon
except upon production of all such documents as may be required by law and
upon compliance with the reasonable requirements of the Corporation and its
transfer agents.

9. DIVIDENDS AND RIGHTS

9.1 DIVIDENDS - Subject to the provisions of the Act, the Board may from
time to time declare dividends payable to the shareholders according to their
respective rights and interest in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation.

9.2 DIVIDEND CHEQUES - A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them to the order of each
registered holder of shares of the class or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder
at his recorded address, unless such holder otherwise directs. In the case
of joint registered holders the cheque shall, unless such joint registered
holders otherwise direct, be made payable to the order of all of such joint
registered holders and mailed to them at their address in the securities
register. The mailing of such cheque as aforesaid, unless the same is not
paid on due presentation, shall satisfy and discharge the liability for the
dividend to the extent of the sum represented thereby plus the amount of any
tax which the Corporation is required to and does withhold.

9.3 NON-RECEIPT OF CHEQUES - In the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as
to indemnity, reimbursement of expenses and

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evidence of non-receipt and of title as the Board may from time to time
prescribe, whether generally or in any particular case.

9.4 RECORD DATE FOR DIVIDENDS AND RIGHTS - The Board may fix in advance a
date, preceding by not more than fifty (50) days the date for the payment of
any dividend or the date for the issue of any warrant or other evidence of
right to subscribe for securities of the Corporation, as a record date for
the determination of the persons entitled to receive payment of such dividend
or to exercise the right to subscribe for such securities provided that,
where the Corporation is a distributing Corporation for purposes of the Act,
notice of any such record date is given not less than seven (7) days before
such record date by newspaper advertisement and otherwise in the manner
provided in the Act. Where no record date is fixed in advance as aforesaid,
the record date for the determination of the persons entitled to receive
payment of any dividend or to exercise the right to subscribe for securities
of the Corporation shall be at the close of business on the day on which the
resolution relating to such dividend or right to subscribe is passed by the
Board.

9.5 UNCLAIMED DIVIDENDS - Any dividend unclaimed after a period of six (6)
years from the date on which the same has been declared to be payable shall
be forfeited and shall revert to the Corporation.

10. MEETINGS OF SHAREHOLDERS

10.1 ANNUAL MEETINGS - The annual meeting of shareholders shall be held at
such time in each year and, subject to the Act and Section 10.4, at such
place as the Board may from time to time determine for the purpose of
considering the financial statements and reports required by the Act to be
placed before the annual meeting, electing directors, appointing auditors and
for the transaction of such other business as may properly be brought before
the meeting.

10.2 SPECIAL MEETINGS - The Board, the Chairman of the Board, the
Vice-Chairman of the Board, the President or the Chief Executive Officer
shall have power to call a special meeting of shareholders at any time.

10.3 SPECIAL BUSINESS - All business transacted at a special meeting of
shareholders and all business transacted at an annual meeting of
shareholders, except consideration of the financial statements, auditors
reports, election of directors and reappointment of the incumbent auditors,
is deemed to be special business.

10.4 PLACE OF MEETING - Subject to the Articles and the Act, meetings of
shareholders may be held at Vancouver, British Columbia or such other place
or places as the directors in their absolute discretion may determine from
time to time.

10.5 NOTICE OF MEETING - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Section 11.1 not less
than twenty-one (21) days nor more than fifty (50) days before the date of
the meeting to each director, to the auditor and to each shareholder who at
the close of business on the record date, if any, for notice is entered in
the securities register as the holder of one or more shares carrying the
right to vote at the meeting. Notice of a meeting of shareholders called for
any purpose other than consideration of the

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financial statements and auditor's report, election of directors and
reappointment of the incumbent auditor shall state the nature of such
business in sufficient detail to permit the shareholder to form a reasoned
judgment thereon and shall state the text of any special resolution to be
submitted to the meeting. A shareholder and any other person entitled to
attend a meeting of shareholders may in any manner waive notice of or
otherwise consent to a meeting of shareholders.

10.6 LIST OF SHAREHOLDERS ENTITLED TO NOTICE - For every meeting of
shareholders, at any time that the Corporation has more than fifteen (15)
shareholders entitled to vote at the meeting, the Corporation shall prepare a
list of shareholders entitled to receive notice of the meeting, arranged in
alphabetical order and showing the number of shares entitled to vote at the
meeting held by each shareholder. If a record date for the meeting is fixed
pursuant to Section 10.7, the shareholders listed shall be those registered
or constructively registered pursuant to the Act at the close of business on
the record date, such list to be prepared on a day not later than ten (10)
days after such record date. If no record date is fixed, the list of
shareholders shall be prepared no later than the close of business on the day
immediately preceding the day on which notice of the meeting is given or,
where no such notice is given, the day on which the meeting is held. The
list shall be available for examination by any shareholder during usual
business hours at the records office of the Corporation or at the place where
the central securities register is kept and at the place where the meeting is
held.

10.7 RECORD DATE FOR NOTICE - The Board may fix in advance a record date
preceding the date of any meeting of shareholders by not more than fifty (50)
days and not less than twenty-one (21) days for the determination of the
shareholders entitled to notice of the meeting, provided that notice of any
such record date is given, not less than seven (7) days before such record
date, in the manner provided in the Act. If no record date is so fixed, the
record date for the determination of the shareholders entitled to notice of
the meeting shall be the close of business on the day immediately preceding
the day on which the notice is given or, if no notice is given, the day on
which the meeting is held.

10.8 MEETINGS WITHOUT NOTICE - A meeting of shareholders may be held without
notice at any time and place permitted by the Act:

(a) if all the shareholders entitled to vote thereat are present in person
or represented by proxy or if those not present or represented by
proxy waive notice of or otherwise consented to such meeting being
held; and

(b) if the auditor and the directors are present or waived notice of or
otherwise consented to such meeting being held.

At such meeting any business may be transacted which the Corporation at a
meeting of shareholders may transact. If the meeting is held at a place outside
the Yukon Territory, shareholders not present or represented by proxy, but who
have waived notice of or otherwise consented to such meeting, shall also be
deemed to have consented to the meeting being held at such place.

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10.9 MEETINGS BY TELEPHONE - If the shareholders present at a meeting of
shareholders consent, one or more shareholders may participate in the meeting
by means of such telephone or other communications facilities as permit all
persons participating in the meeting to hear each other.

10.10 CHAIRMAN, SECRETARY AND SCRUTINEERS - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following directors
or officers as have been appointed and who is present at the meeting:
Chairman of the Board, Vice-Chairman of the Board, President or a
Vice-President. If no such director or officer is present within fifteen
(15) minutes from the time fixed for holding the meeting, the persons present
and entitled to vote shall choose one of their number to be chairman. If the
Secretary of the Corporation is absent, the chairman of the meeting shall
appoint some other person, who need not be a shareholder, to act as secretary
of the meeting. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by resolution of the meeting or by the
chairman with the consent of the meeting.

10.11 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to be
present at a meeting of shareholders shall be those entitled to vote thereat,
the directors and auditor of the Corporation and others who, although not
entitled to vote, are entitled or required under any provision of the Act or
the Articles or By-Laws to be present at the meeting. Any other person may
be admitted only on the invitation of the Chairman of the meeting or with the
consent of the meeting.

10.12 QUORUM - Save as herein otherwise provided, a quorum at a meeting of
shareholders shall be two shareholders represented in person or by proxy.
The directors, the Secretary or, in his absence, an assistant Secretary, and
the solicitor of the Corporation shall be entitled to attend at any general
meeting but no such person shall be counted in the quorum or be entitled to
vote at any general meeting unless he is a shareholder or proxyholder
entitled to vote thereat. If a quorum is present at the opening of any
meeting of shareholders, the shareholders present or represented by proxy may
proceed with the business of the meeting notwithstanding that a quorum is not
present throughout the meeting.

10.13 RIGHT TO VOTE - RECORD DATE FOR VOTING - Subject to the provisions of
the Act as to authorized representatives of any body corporate holding
shares, at any meeting of shareholders in respect of which the Corporation
has prepared the list referred to in Section 10.6, every person who is named
in such list shall be entitled to vote the shares shown thereon opposite his
name except, where the Corporation has fixed a record date in respect of such
meeting pursuant to Section 10.7, to the extent that such person has
transferred any of his shares after such record date and the transferee, upon
producing properly endorsed certificates evidencing such shares or otherwise
establishing that he owns such shares, demands not later than ten (10) days
before the meeting that his name be included in such list, in which event the
transferee alone shall be entitled to vote the transferred shares at the
meeting. Where no record date for notice has been fixed and no notice of
meeting given, or in the absence of a list prepared as aforesaid in respect
of a meeting of shareholders, every person shall be entitled to vote at the
meeting who at the time is entered in the securities register as the holder
of one or more shares carrying the right to vote at such meeting.

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10.14 PROXIES

(a) Every person entitled to vote at a meeting of shareholders in
accordance with Section 10.13 or the Act, may appoint a proxyholder,
or one or more alternate proxyholders, who need not be shareholders,
to attend and act at the meeting in the manner and to the extent
authorized and with the authority conferred by the proxy. A proxy
shall be in writing executed by the shareholder or his attorney and
shall conform with the requirements of the Act. An instrument of
proxy shall be valid only at the meeting in respect of which it is
given or any adjournment thereof.

(b) Any corporation, other than a Prohibited Corporate Shareholder, which
is a registered holder of shares of the Corporation entitled to vote
at a meeting of shareholders may by resolution of its directors or
other governing body authorize such person as it thinks fit to act as
its representative at such meeting. The person so authorized shall be
entitled to exercise in respect of and at such meeting the same powers
on behalf of the corporation which he represents as that corporation
could exercise if it were an individual shareholder of the Corporation
personally present including, without limitation, the right, unless
restricted by such resolution, to appoint a proxyholder to represent
such corporation, and shall, if present at the meeting, be counted for
the purpose of forming a quorum and be deemed to be a shareholder
present at the meeting. The instrument appointing any such
representative shall be in writing and may be sent to the Corporation
by any method of transmitting legibly recorded messages including by
facsimile.

10.15 TIME FOR DEPOSIT OF PROXIES - The Board may specify in a notice calling
a meeting of shareholders a time, preceding the time of such meeting by not
more than forty-eight (48) hours exclusive of non-business days, before which
proxies to be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been deposited
with the Corporation or an agent thereof specified in such notice or, if no
such time is specified in such notice, unless it has been received by the
Secretary of the Corporation or by the chairman of the meeting or any
adjournment thereof prior to the commencement of the meeting or any
adjournment thereof.

10.16 JOINT SHAREHOLDERS - If two or more persons are registered as the
holders of shares, any one of them present in person or represented by proxy
at a meeting of shareholders may, in the absence of the other or others, vote
the shares but if two or more of those persons are present in person or
represented by proxy and vote, they shall vote as one on the shares jointly
held by them and in the absence of agreement between those so voting the
person named first in the securities register shall vote the shares.

10.17 VOTES TO GOVERN - At any meeting of shareholders every question shall,
unless otherwise required by the Articles or By-Laws or by law, be determined
by the majority of the votes cast on the question. In case of an equality of
votes either upon a show of hands or upon a poll, the chairman of the meeting
shall be entitled to a second or casting vote.

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10.18 MOTION - The chairman may propose any motion and no motion or
nomination need be seconded.

10.19 SHOW OF HANDS - Subject to the provisions of the Act, any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of
hands, every person who is present and entitled to vote shall have one vote.
Whenever a vote by show of hands shall have been taken upon a question,
unless a ballot thereon is so required or demanded, a declaration by the
chairman of the meeting that the vote upon the question has been carried or
carried by a particular majority or not carried shall be conclusive evidence
of the fact without proof of the number or proportion of the votes recorded
in favour of or against any resolution or other proceeding in respect of the
said question, and the result of the vote so taken shall be the decision of
the shareholders upon the said question.

10.20 BALLOTS

(a) On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken
thereon, the chairman of the meeting or any person or proxyholder
entitled to vote at the meeting may require or demand a ballot. A
ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be
withdrawn at any time prior to the taking of the ballot. If a ballot
is taken each person present shall be entitled in respect of the
shares which he is entitled to vote at the meeting upon the question
to that number of votes provided by the Act or the Articles, and the
result of the ballot so taken shall be the decision of the
shareholders upon the said question.

(b) No ballot may be demanded on the election of a chairman of the
meeting. A ballot demanded on a question of adjournment shall be
taken forthwith. A ballot demanded on any other question shall be
taken as soon as, in the opinion of the chairman, is reasonably
convenient, but in no event later than seven (7) days after the
meeting and at such time and place and in such manner as the chairman
of the meeting directs. The result of the ballot shall be deemed to
be the resolution of and passed at the meeting at which the ballot was
demanded. Any business other than that upon which the ballot has been
demanded may be proceeded with pending the taking of the ballot. In
any dispute as to the admission or rejection of a vote the decision of
the chairman made in good faith shall be final and conclusive.

10.21 ADJOURNMENT - If a meeting of shareholders is adjourned for less than
thirty (30) days, it shall not be necessary to give notice of the adjourned
meeting, other than by announcement at the earliest meeting that it is
adjourned. If a meeting of shareholders is adjourned by one or more
adjournments for an aggregate of thirty (30) days or more, notice of the
adjourned meeting shall be given as for an original meeting. At any such
adjourned meeting no business shall be transacted other than business left
unfinished at the meeting from which the adjournment took place.

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10.22 RESOLUTION IN WRITING - A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders
is as valid as if it had been passed at a meeting of the shareholders and
shall be held to relate to any date therein stated to be the effective date
thereof.

10.23 ONLY ONE SHAREHOLDER - Where the Corporation has only one shareholder
or only one holder of any class or series of shares, the shareholder present
in person or by proxy constitutes a meeting.

10.24 ONLY TWO SHAREHOLDERS - Where the Corporation has only two shareholders
a quorum for the transaction of business at any meeting of shareholders shall
be one (1) shareholder, present in person or represented by an authorized
representative or by a duly appointed proxyholder, holding not less than ten
percent (10%) of the outstanding shares of the Corporation entitled to vote
at the meeting.

11. NOTICES

11.1 METHOD OF GIVING NOTICES - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered
or served) pursuant to the Act, the regulations thereunder, the Articles, the
By-Laws or otherwise to a shareholder, director, officer, auditor or member
of a committee of directors shall be sufficiently given if delivered
personally to or to the recorded address of the person to whom it is to be
given or mailed or otherwise sent to his recorded address by any means of
prepaid transmitted or recorded communication. A notice so delivered shall
be deemed to have been given when it is actually delivered; a notice so
mailed shall be deemed to have been given at the time it would be delivered
in the ordinary course of the mail; and a notice so sent by any means of
transmitted or recorded communication shall be deemed to have been given when
dispatched except where there is evidence of an unsuccessful communication.
Subject to the Act, a notice of any meeting of shareholders shall be deemed
to have been sent to the shareholders on the day on which it is deposited in
the mail. The Secretary may change or cause to be changed the recorded
address of any shareholder, director, officer, auditor or member of a
committee of directors in accordance with any information believed by him to
be reliable.

11.2 NOTICE TO JOINT SHAREHOLDERS - If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such
joint holders but notice given to any one or more of such persons at the
recorded address for such joint shareholders shall be sufficient notice to
all of them.

11.3 COMPUTATION OF TIME - In computing the date when notice must be given
under any provision requiring a specified number of days notice of any
meeting or other event, the date of giving the notice shall be excluded and
the date of the meeting or other event in respect of which the notice is
being given shall be included.

11.4 UNDELIVERED NOTICES - If any notice given to a shareholder pursuant to
Section 11.1 is returned on three (3) consecutive occasions because he cannot
be found or served or is unknown at his recorded address, the Corporation
shall not be required to give any further notices to such shareholder until
he informs the Corporation in writing of his new recorded address.

-18-
<PAGE>

11.5 PROOF OF SERVICE - A certificate of the Secretary or other duly
authorized officer of the Corporation in office at the time of the making of
the certificate, or of any agent of the Corporation as to the facts in
relation to the mailing or delivery or sending of any notice to any
shareholder, director, the auditors, is conclusive evidence thereof and shall
be binding on every shareholder, director, the auditors or any officer of the
Corporation as the case may be.

11.6 OMISSIONS AND ERRORS - The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of
directors or the non-receipt of any notice by any such person or any error in
any notice not affecting the substance thereof shall not invalidate any
action taken at any meeting held pursuant to such notice or otherwise founded
thereon.

11.7 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every
notice in respect of such share which shall have been duly given to the
shareholder from whom he derives his title prior to such person's name and
address being entered on the securities register (whether such notice was
given before or after the happening of the event upon which he became so
entitled) and prior to his furnishing to the Corporation the proof of
authority or evidence of his entitlement prescribed by the Act.

11.8 WAIVER OF NOTICE - Any shareholder (or his duly appointed proxyholder),
director, officer, auditor or member of a committee of directors may at any
time waive the sending of any notice, or waive or abridge the time for any
notice, required to be given to him under any provision of the Act, the
regulations thereunder, the Articles, the By-Laws or otherwise and such
waiver or abridgement shall cure any default in the giving or the time of
such notice, as the case may be. Any such waiver or abridgement shall be in
writing except a waiver of notice of a meeting of shareholders or of the
Board which may be given in any manner.

ENACTED by the Board the 24th day of March, 1999.

/S/ DAVID R. SINCLAIR
- ---------------------
Chairman of the Board

CONFIRMED by the shareholders in accordance with the Act the 10th day of
May, 1999.

_______________________________________
Chairman of the Board

-19-

<PAGE>

VISTA GOLD CORP.

STOCK OPTION PLAN

NOVEMBER 1996

1. PURPOSE OF THE PLAN

The purpose of the Stock Option Plan (the "Plan") is to assist
Vista Gold Corp. (the "Corporation") in attracting, retaining and motivating
directors, officers and employees of the Corporation and of its subsidiaries
and other persons providing consulting or other services to the Corporation
and to more closely align the personal interests of such persons with those
of the shareholders by providing them with the opportunity to purchase Common
Shares ("Optioned Shares") in the capital of the Corporation through options
to purchase Optioned Shares ("Options").

2. IMPLEMENTATION

The Plan and the grant and exercise of any Options under the Plan
are subject to compliance with all applicable securities laws and regulations
and rules promulgated thereunder (including the requirements of section 16 of
the Securities Exchange Act of 1934 (the "1934 Act") and Rule 16b-3
thereunder) and with the requirements of each stock exchange on which the
Optioned Shares are listed at the time of the grant of any Options under the
Plan and of any governmental authority or regulatory body to which the
Corporation is subject (collectively "Securities Laws").

3. ADMINISTRATION

3.1 BOARD OF DIRECTORS

The Plan shall be administered by the Board of Directors of the
Corporation which shall, without limitation, have full and final authority in
its discretion, but subject to the express provisions of the Plan, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it and to make all other determinations deemed necessary or
advisable for the administration of the Plan.

3.2 DISINTERESTED ADMINISTRATION

The Board of Directors may delegate any or all of its authority
with respect to the administration of the Plan and any or all of the rights,
powers and discretions with respect to the Plan granted to it hereunder to a
committee of two or more directors of the Corporation who are each
disinterested within the meaning of Rule 16b-3 under the 1934 Act and upon
such delegation such committee shall be entitled to exercise any or all of
the authority, rights, powers and discretions of the Board of Directors with
respect to the Plan. When used hereafter in the Plan, "Board of Directors"
shall be deemed to include such a committee of directors.

4. MAXIMUM NUMBER OF OPTIONED
SHARES RESERVED UNDER THE PLAN

Subject to the applicable requirements of each stock exchange on
which the Optioned Shares are listed, a maximum of 4,500,000 Optioned Shares
will be reserved, set aside and made available for issue under and in
accordance with the Plan and the maximum number of Optioned Shares that may
be reserved for issuance to any individual under the Plan is that number of
Optioned Shares that is equivalent to 5% of the Optioned Shares issued and
outstanding from time to time. If Options granted to an individual under the
Plan shall expire or terminate for any reason without having been exercised
in respect of certain Optioned Shares, such Optioned Shares may be made
available for purchase upon exercise of other Options to be granted under the
Plan.

<PAGE>

5. ELIGIBILITY

Options may be granted under the Plan to such directors, officers
and employees of the Corporation and of its subsidiaries and, subject to
applicable Securities Laws, to such other persons providing consulting or
other services to the Corporation as the Board of Directors may from time to
time designate as participants (collectively the "Participants" and
individually a "Participant") under the Plan. Subject to the provisions of
the Plan, the total number of Optioned Shares to be made available under the
Plan and to each Participant, the time or times and price or prices at which
Options shall be granted, the time or times at which such Options are
exercisable, and any conditions or restrictions on the exercise of Options,
shall be in the full and final discretion of the Board of Directors.

6. TERMS AND CONDITIONS

All Options under the Plan shall be granted upon and subject to the
terms and conditions hereinafter set forth.

6.1 OPTION AGREEMENT

All Options shall be granted under the Plan by means of an
agreement (the "Option Agreement") between the Corporation and each
Participant substantially in the form set out in Schedule A attached hereto,
and which shall first be approved by the Board of Directors with such changes
to such form as the Board of Directors may approve, such approval to be
conclusively evidenced by the execution of the Option Agreement by the
President or any two directors or officers of the Corporation.

6.2 EXERCISE PRICE

The price (the "Exercise Price") payable in cash at the time of
exercise of an Option by a Participant for any Optioned Share will be not
less than the price of an Optioned Share as recorded at the close of business
on The Toronto Stock Exchange on the last trading day preceding the date a
resolution of the Board of Directors was passed or consented to in writing
granting the Option and authorizing the Corporation to enter into the Option
Agreement. Subject to regulatory approval and applicable Securities Laws, the
Exercise Price under any Option may be amended at any time with the consent
of the Participant by resolution of the Board of Directors, in which event
the relevant Option Agreement shall be deemed to be amended accordingly.

6.3 LENGTH OF GRANT

Subject to paragraphs 6.8 through 6.12 inclusive, all Options
granted under the Plan shall expire not later than that date which is 10
years from the date such Options were granted.

6.4 NON-ASSIGNABILITY OF OPTIONS

An Option granted under the Plan shall not be transferable or
assignable (whether absolutely or by way of mortgage, pledge or other charge)
by a Participant other than by will or other testamentary instrument or the
laws of succession or administration and may be exercisable during the
lifetime of the Participant only by such Participant.

6.5 EXERCISE OF OPTIONS

Each Participant, upon becoming entitled to exercise the Option in
respect of any Optioned Shares in accordance with the Option Agreement
relating thereto, shall thereafter be entitled to exercise the Option to
purchase such Optioned Shares at any time or times after such Options vest
and become exercisable in accordance with the Option Agreement relating
thereto and prior to the expiration or other termination of the Option in
accordance with the Option Agreement.

-2-
<PAGE>

6.6 EXERCISE AND PAYMENT

Any Option granted under the Plan may be exercised in whole or in
part by a Participant or, if applicable, the legal representative of a
Participant by delivering to the Corporation at its registered office written
notice specifying the number of Optioned Shares in respect of which such
Option is being exercised, accompanied by payment (by cash or certified
cheque payable to the Corporation) of the entire Exercise Price (determined
in accordance with the Option Agreement) for the number of Optioned Shares
specified in the notice. Upon the exercise of an Option by a Participant the
Corporation shall cause the transfer agent and registrar of Optioned Shares
of the Corporation to promptly deliver to that Participant or the legal
representative of that Participant, as the case may be, a share certificate
in the name of that Participant or the legal representative of that
Participant, as the case may be, representing the number of Optioned Shares
specified in the written notice.

6.7 RIGHTS OF PARTICIPANTS

The Participants shall have no rights whatsoever as shareholders in
respect of any of the Optioned Shares (including, without limitation, voting
rights or any right to receive dividends, warrants or rights under any rights
offering) other than Optioned Shares in respect of which Participants have
exercised their Options and which have been issued by the Corporation.

6.8 THIRD PARTY OFFER

If at any time when an Option granted under the Plan remains
unexercised with respect to any Optioned Shares, an offer to purchase all of
the Optioned Shares of the Corporation is made by a third party, the
Corporation may, upon giving each Participant written notice to that effect,
require the acceleration of the time for the exercise of the unexercised
Options granted under the Plan and of the time for the fulfilment of any
conditions or restrictions on such exercise.

6.9 ALTERATIONS IN OPTIONED SHARES

In the event of a stock dividend, subdivision, redivision,
consolidation, share reclassification, amalgamation, merger, consolidation,
corporate arrangement, reorganization, liquidation or the like of or by the
Corporation, the Board of Directors may, subject to any required prior
regulatory approval, make adjustments, if any, to the number of Optioned
Shares that may be purchased upon exercise of unexercised Options or to the
Exercise Price therefor, or both, as it shall deem appropriate and may amend
the Option Agreements relating to those Options to give effect to such
adjustments and may adjust the maximum number of Optioned Shares available
under the Plan as may be appropriate. If because of a proposed merger,
amalgamation or other corporate arrangement or reorganization, the exchange
or replacement of Optioned Shares for shares or other securities in another
company is imminent, the Board of Directors may, in a fair and equitable
manner and subject to prior regulatory approval, determine the manner in
which all unexercised Options granted under the Plan shall be treated
including, for example, requiring the acceleration of the time for the
exercise of such Options by the Participants and of the time for the
fulfilment of any conditions or restrictions on such exercise.

6.10 TERMINATION FOR CAUSE

Subject to paragraph 6.11 and section 7, if a Participant is
dismissed as an officer or employee by the Corporation or by one of its
subsidiaries for cause, all unexercised Options of that Participant under the
Plan shall immediately be deemed to be terminated and shall lapse
notwithstanding the original term of the Option granted to such Participant
under the Plan. Nothing contained in the Plan shall be deemed to give an
officer or employee the right to be retained in the employ of the
Corporation, or to interfere with the right of the Corporation to terminate
the employment of an officer or employee at any time.

6.11 TERMINATION OTHER THAN FOR CAUSE

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<PAGE>

earlier) from the date of ceasing to be a director, officer, employee or
provider of services to exercise the Options of such Participant to the
extent they were then exercisable. Upon the expiration of such 30 day period
all unexercised Options of that Participant shall immediately be terminated
notwithstanding the original term of the Option granted to such Participant
under the Plan.

6.12 DECEASED PARTICIPANT

In the event of the death of a Participant, the legal
representatives of the deceased Participant shall have the right for a period
of 90 days (or until the normal expiry date of the Options of such
Participant if earlier) from the date of death of the deceased Participant to
exercise the deceased Participant's Options to the extent they were
exercisable on the date of death. Upon the expiration of such period all
unexercised Options of the deceased Participant shall immediately terminate
and shall lapse notwithstanding the original term of the Options granted to
the deceased Participant under the Plan.

7. AMENDMENT AND DISCONTINUANCE OF PLAN AND OPTIONS

The Board of Directors may from time to time, subject to any
applicable Securities Laws and any required prior regulatory approval,
suspend, terminate or discontinue the Plan at any time, or amend or revise
the terms of the Plan or of any Option granted under the Plan and the Option
Agreement relating thereto, provided that no such amendment, revision,
suspension, termination or discontinuance shall in any manner adversely
affect any Options previously granted to a Participant under the Plan without
the consent of that Participant.

8. NO FURTHER RIGHTS

Nothing contained in the Plan nor in any Option granted hereunder
shall give any Participant or any other person any interest or title in or to
any Optioned Shares or any rights as a shareholder of the Corporation or any
other legal or equitable right against the Corporation whatsoever other than
as set forth in the Plan and pursuant to the exercise of any Option, nor
shall it confer upon the Participants any right to continue as an employee or
executive of the Corporation or of its subsidiaries.

9. NON-EMPLOYEE DIRECTORS

9.1 Notwithstanding any other provision of the Plan, the Board of
Directors shall have no power to determine eligibility for grants of Options
or the terms of Options granted to directors ("Non-employee Directors") who
are not full time employees of the Corporation or any of its subsidiaries.
Grants of Options to Non-employee Directors shall be automatic as set forth
in section 9.2.

9.2 All Non-employee Directors who are directors of the Corporation on
November 1, 1996 or who become directors after such date shall be granted
automatically, as of November 1, 1996 or, if such person becomes a director
after November 1, 1996, as of the date such person becomes a director, an
Option to purchase 50,000 Optioned Shares at an Exercise Price equal to the
price of an Optioned Share as recorded at the close of business on The
Toronto Stock Exchange on the last trading day preceding the date of grant,
which Option shall vest and become exercisable in four equal annual
instalments as follows: 25% of the Optioned Shares on the date of grant and
25% of the Optioned Shares on each of the first, second and third
anniversaries of the date of grant.

9.3 Notwithstanding section 7 of the Plan, the provisions of this
section 9 shall not be amended more than once every six months.

-4-
<PAGE>

STOCK OPTION AGREEMENT

THIS AGREEMENT made as of the _______ day of _____________, 19_____.

BETWEEN:

VISTA GOLD CORP.
709 - 700 West Pender Street
Vancouver, British Columbia
V6C 1G8

(hereinafter called the "Corporation")

AND:

______________________________________
c/o Vista Gold Corp.
709 - 700 West Pender Street
Vancouver, British Columbia
V6C 1G8

(hereinafter called the "Participant")

WITNESSES THAT WHEREAS:

A. The Corporation has established a stock option plan, a copy of
which is annexed as Schedule A (the "Plan");

B. The Participant is a director, officer or employee of the
Corporation or of one of its subsidiaries or a person who provides consulting
or other services to the Corporation and has been designated as a
"Participant" under the Plan by the Board of Directors of the Corporation.

NOW THEREFORE in consideration of the sum of One Dollar now paid by
the Participant to the Corporation (the receipt whereof is hereby
acknowledged by the Corporation) and other good and valuable consideration,
it is agreed between the parties hereto as follows:

1. INTERPRETATION

In this Agreement defined or capitalized words and terms used
herein shall have the meanings ascribed to them in the Plan unless otherwise
defined in this Agreement.

2. GRANT OF OPTION

The Corporation hereby grants to the Participant, subject to the
terms and conditions set forth in the Plan and this Agreement, an irrevocable
right and option (the "Option") to purchase ___________ Common Shares of the
Corporation (the "Optioned Shares") at the price of $____________ per
Optioned Share at any time after the date or dates set forth below with
respect to the number of Optioned Shares shown opposite such date or dates:

<TABLE>
<CAPTION>
Date No. of Optioned Shares Vested
<S> <C>
___________________ ____________________________________
___________________ ____________________________________
___________________ ____________________________________
___________________ ____________________________________
</TABLE>

until the close of business on the _______ day of ____________, _____ (the
"Expiry Date").

-5-
<PAGE>

3. EXERCISE OF OPTION

The Participant shall have the right to exercise the Option hereby
granted, subject to the terms and conditions set forth in the Plan and the
Agreement, until the Expiry Date at which time the Option hereby granted
shall expire and terminate and be of no further force or effect for those
Optioned Shares in respect of which the Option hereby granted has not been
exercised.

4. NO REQUIREMENT TO PURCHASE

Nothing herein contained shall obligate the Participant to purchase
and/or pay for any Optioned Shares except those Optioned Shares in respect of
which the Participant shall have duly and properly exercised his or her
Option.

5. SUBJECT TO PLAN

This Agreement shall be subject in all respects to the Plan as the
same shall be amended, revised or discontinued from time to time and all the
terms and conditions of the Plan are hereby incorporated into this Agreement
as if expressly set forth herein and as the same may be amended from time to
time.

IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the date first above written.

____________________________________ ______________________________________
Witness Participant's Signature

______________________________________
Participant's Name
(print or type)

VISTA GOLD CORP.

Per: _________________________________

-6-

<PAGE>

COMPANIA MINERA GRIBIPE, S.A.

April 24, 1998

Zamora Gold Corp.
Suite 3000
370 Seventeenth Street
Denver, CO
USA 80202

ATTENTION: MR. MICHAEL B. RICHINGS

RE: PRIVATE PLACEMENT OF COMMON SHARES

Compania Minera Gribipe, S.A. ("Gribipe") hereby offers, subject to
the terms and conditions set forth herein, to sell to a wholly-owned
Ecuadorian subsidiary of Zamora Gold Corp. ("Zamora") the 48.33% indirect
interest in the Mina Real and Mina Real 1 concessions and 75% interest of
Gribipe in the Nambija 1 concession (collectively, the "Concession
Interests"), free and clear of all charges and encumbrances, for an aggregate
price of Cdn$7,900,000 payable by the issuance to Gribipe of 39,500,000
common shares (the "Shares") and 4,000,000 common share purchase warrants
(the "Warrants") as follows:

(a) for Gribipe's 48.33% interest in the Mina Real and Mina Real 1
concessions represented by 9,999,999 common shares and 4,500,000
preferred "A" shares (collectively, the "Minreal Shares") of Minera
Real Minreal S.A. ("Minreal") and 50% joint venture interest (the
"Mina Real Joint Venture Interest") under the joint venture between
Gribipe and Comcumaysa Compania Minera Cumay del Ecuador S.A.
("Comcumaysa") as assignee of Yorkton Securities Inc. (collectively,
the "Mina Real Concession Interests"), the purchase price shall be
Cdn$3,400,000 payable by the issuance to Gribipe of 17,000,000 Shares
and 1,721,520 Warrants; and

(b) for Gribipe's 75% interest (the "Nambija Concession Interest") in the
Nambija 1 concession (the "Nambija Concession"), the purchase price
shall be Cdn$4,500,000 payable by the issuance to Gribipe of
22,500,000 Shares and 2,278,480 Warrants.

The terms and conditions of Gribipe's offer are as follows:

1. Each Warrant will entitle Gribipe to purchase one common share in the
capital of Zamora at an exercise price of Cdn$0.20 per share. The Warrants
will be non-transferrable, except to an entity which is controlled by the
same parties which as of the date hereof control Gribipe. Up to 50% of the
Warrants shall be exercisable not later than 12 months after the Closing
Date (as defined below) and the balance shall be exercisable not later than
24 months after the Closing Date.

If at any time while the Warrants are outstanding, there shall be any
increase or decrease in the number of issued and outstanding common shares
of Zamora through the declaration of a stock dividend or through any
recapitalization resulting in a stock split, combination or a change of
common shares, then on any such event appropriate adjustment shall be made
in the number of Warrants and the exercise price thereof so that the same
percentage of Zamora's issued and outstanding common shares shall remain
subject to purchase at the same aggregate exercise price.

-1-
<PAGE>

2. The completion and closing of the transactions contemplated herein (the
"Closing") will take place at the offices of Zamora at 3000 - 370
Seventeenth Street, Denver, Colorado, USA 80202 on the first business day
following Zamora's 1998 annual general meeting of shareholders or at such
place or on such other date as is mutually agreed upon by Zamora and
Gribipe (the "Closing Date"), provided that the Closing shall take place no
earlier than May 29, 1998 and no later than June 29, 1998.

3. Zamora and Gribipe will negotiate in good faith all final documentation,
conveyances, transfers, deeds and agreements necessary to consummate the
transactions described herein.

4. Gribipe will ensure that Zamora and its representatives have full access to
all available information and documentation relating to the Concession
Interests as reasonably requested by Zamora. Gribipe shall deliver to
Zamora a copy of all material contracts and documentation relating to the
Concession Interests.

5. Zamora shall ensure that Gribipe and its representatives have full access
to all available information and documentation relating to Zamora, its
subsidiaries and its mining properties and concessions as reasonably
requested by Gribipe.

6. The obligations of Gribipe hereunder are subject to satisfaction of the
following conditions on or prior to the Closing Date, any of which may be
waived by Gribipe in its discretion:

(a) Gribipe and Vista Gold Corp. ("Vista Gold") shall, not later than the
last business day prior to Zamora's 1998 annual general meeting, have
entered into an agreement (the "Shareholders Agreement"), subject to
completion of the transactions contemplated herein, relating to their
respective shareholdings in Zamora, which shall include the following
provisions:

(i) for so long as Gribipe and Vista Gold each hold greater than 20%
of the outstanding common shares of Zamora, the Board of
Directors of Zamora will consist of five persons, of which three
will be nominated by Gribipe, one will be nominated by Vista Gold
and one will be independent of and will be nominated by both
Gribipe and Vista Gold;

(ii) Vista Gold and Gribipe will each agree to vote their common
shares at any meeting of the shareholders of Zamora at which
directors are to be elected in favour of the nominees described
in subparagraph (i);

(iii) Vista Gold and Gribipe will cause their respective nominees
on the Board of Directors of Zamora to appoint Estefano Isaias
Dassum ("Isaias"), or such other person as may be designated by
Isaias, as President of Zamora;

(iv) Vista Gold will vote its common shares at the 1998 annual general
meeting of the shareholders of Zamora in favour of an ordinary
resolution approving the transactions contemplated herein and in
favour of a special resolution continuing Zamora from the
Province of British Columbia to the Yukon Territory;

(v) Vista Gold and Gribipe will each grant to the other a right of
first refusal over its common shares in Zamora under which each
will have the right to acquire the other's common shares on the
same terms as any BONA FIDE third party offer for those shares;

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<PAGE>

(vi) Vista Gold and Gribipe each will agree with the other that it
will not subscribe for or purchase any common shares of Zamora or
options, warrants or securities convertible into common shares
unless the other is given an equivalent right to subscribe for
the same number of common shares or options, warrants or
securities convertible into common shares on the same terms,
except that Gribipe may exercise the Warrants without giving
Vista Gold an equivalent right to subscribe for the same number
of common shares as may be purchased through the exercise of the
Warrants;

(vii) except with the written consent of the other, neither Gribipe
nor Vista Gold may assign its respective rights, benefits,
obligations or liabilities under the Shareholders Agreement;

(viii) forthwith after the Closing Date, Gribipe will use its
reasonable efforts to cause the common shares of Zamora to become
listed on the Vancouver Stock Exchange ("VSE") within 12 months
following the Closing Date; and

(ix) the Shareholders Agreement will remain in effect until either
Gribipe or Vista Gold ceases to hold more than 20% of the
outstanding common shares of Zamora or five years following the
Closing Date, whichever occurs first;

(b) Vista Gold and Zamora shall have entered into an agreement (the
"Management Services Agreement") under which Vista Gold will continue
to provide management, technical and administrative services to Zamora
for a period of 12 months following the Closing Date for which Vista
Gold will be reimbursed at its cost;

(c) the execution and delivery of all necessary documentation in a form
and content satisfactory to Gribipe acting reasonably including,
without limitation, the Shareholders Agreement and the Management
Services Agreement;

(d) the receipt by Gribipe at the Closing of an opinion of counsel to
Zamora in form and content satisfactory to Gribipe, acting reasonably,
with respect to the allotment and issuance of the Shares and Warrants
as contemplated herein, the matters set forth in paragraphs 10(a),
(b), (c), (d), (e), (g), (h), (i) and (j) below, the legality and
binding effect of the agreement between Vista Gold and Zamora referred
to in paragraph 6(i) below, and such other matters as may reasonably
be requested by Gribipe;

(e) completion by Gribipe to its satisfaction in its sole discretion of
all due diligence investigations and examinations with respect to
Zamora;

(f) the Board of Directors of Zamora shall have granted to Isaias
non-transferable options ("Options") to acquire 2,000,000 common
shares of Zamora at an exercise price equal to the closing price on
the Canadian Dealing Network on the business day prior to the
Closing Date. The option will be exercisable for a period of 36
months following the Closing Date and will have such other terms
and conditions as are stipulated under Zamora's stock option plan;

(g) no material adverse change in the mining laws or regulations of
Ecuador applicable to the Concession Interests shall have occurred
prior to the Closing Date;

-3-
<PAGE>

(h) the representations and warranties of Zamora set forth in paragraph 10
shall be true and correct in all material respects as at the Closing
Date; and

(i) Vista Gold and Zamora shall have entered into an agreement to convert
Zamora's outstanding indebtedness to Vista Gold in the amount of
Cdn$1,300,000 into 6,500,000 common shares of Zamora and Zamora will
have received all necessary regulatory and other approvals therefor.

7. The obligations of Zamora hereunder are subject to satisfaction of the
following conditions on or prior to the Closing Date, any of which may be
waived by Zamora in its discretion:

(a) completion by Zamora to its satisfaction of all due diligence
investigations and examinations with respect to the Concession
Interests and Gribipe's ownership thereof;

(b) receipt by Zamora of all necessary regulatory and shareholder
approvals including, without limitation, approval of the Canadian
Dealing Network and approval of shareholders of Zamora in accordance
with Ontario Securities Commission Policy 5.2;

(c) receipt by Zamora of evidence satisfactory to it with respect to the
termination by Gribipe of the joint venture interest of Northfield
Minerals Ltd. in the Nambija Concession;

(d) the representations and warranties of Gribipe set forth in paragraph 9
hereof shall be true and correct in all material respects as at the
Closing Date;

(e) receipt by Zamora of evidence satisfactory to it that all necessary
consents of third parties have been received by Gribipe with respect
to the transfer and conveyance of Gribipe's interest in the Concession
Interests to Zamora as contemplated herein;

(f) no material adverse change in, or loss or destruction of, the
Concession Interests shall have occurred prior to the Closing Date;

(g) no material adverse change in the mining laws or regulations of
Ecuador applicable to the Concession Interests shall have occurred
prior to the Closing Date;

(h) the representations and warranties of Gribipe set forth in paragraph 9
shall be true and correct in all material respects as at the Closing
Date; and

(i) the execution and delivery of all necessary documentation in a form
and content satisfactory to Zamora acting reasonably including,
without limitation, the Shareholders Agreement.

8. The transactions contemplated by and the terms and conditions shall be kept
confidential by the parties hereto and shall not be disclosed by either
Zamora or Gribipe or any of their affiliates and associates without the
prior consent of the other party, except as may otherwise be required by
law or the policies or rules of any applicable stock exchange or regulatory
authority. From the date hereof, the parties hereto shall hold and shall
cause their representatives to hold in confidence this Agreement, all
matters relating hereto, and all confidential data and information
(collectively, "Confidential Information") obtained with respect to the
other party or its business, except such Confidential Information which is
published, is a matter of public record, is compelled by legal process or
is otherwise required to be disclosed by law or by the policies or rules of
any applicable stock exchange or regulatory authority. In the event that
this Agreement is terminated without consummation of the transactions
contemplated hereby, each party shall

-4-
<PAGE>

promptly return to the other any documents evidencing or containing
Confidential Information obtained in connection with this Agreement and
shall not retain any copies thereof. All Confidential Information shall
be used solely for the purpose of completing the transactions
contemplated hereby.

9. Gribipe represents and warrants to and covenants in favour of Zamora as
follows and acknowledges that Zamora is relying upon the following
representations, warranties and covenants in its agreement hereunder to
purchase the Concession Interests:

(a) Gribipe is a duly incorporated and validly existing corporation in
good standing under the laws of Ecuador and has the corporate power
and capacity to carry out the transactions contemplated by this
Agreement;

(b) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby have been duly authorised by all
necessary corporate action on the part of Gribipe including, without
limitation, all necessary authorisations and approvals of Gribipe's
Board of Directors and its shareholders, and this Agreement and all
related documents and instruments to be executed and delivered by
Gribipe in order to transfer and convey its title to and ownership
interests in the Concession Interests to Zamora in accordance with
this Agreement are or, as at the Closing Date will, constitute legal,
valid and binding obligations of Gribipe and enforceable against
Gribipe in accordance with their respective terms;

(c) the execution and delivery of this Agreement by Gribipe does not, and
the consummation of the transactions contemplated hereby will not: (i)
conflict with, or result in a breach or violation of the constituent
documents of Gribipe; (ii) conflict with, or result in a default
under, any of the terms, conditions or provisions of (or an act or
omission that would give rise to any right of termination,
cancellation or acceleration under) any material note, bond, mortgage,
lease, indenture, agreement or obligation to which Gribipe is a party,
pursuant to which Gribipe otherwise receives benefits, or to which any
of the property of Gribipe is subject; (iii) conflict with, or result
in a violation of any law, order, regulation, judgment, license, order
or decree applicable to Gribipe; or (iv) result in a termination or
any impairment of the license, franchise, contractual right or other
authorization of Gribipe;

(d) as at the Closing Date, Gribipe will beneficially own and will have
good and marketable title to the Minreal Shares, the Mina Real Joint
Venture Interest and the Nambija Concession Interest free and clear of
all liens, charges and encumbrances;

(e) as at the Closing Date, all taxes, rates, assessments and charges
levied against or in respect of the Concession Interests or Gribipe's
title to and ownership interest therein will have been timely paid and
all necessary tax and information returns related thereto will have
been timely and properly filed with the appropriate tax authorities;

(f) except as disclosed in writing to Zamora, there are no overriding
royalties, net profits interests, working interests or any other
similar royalty or other interest on or in relation to any of the
Concession Interests or Gribipe's interests therein;

(g) the Nambija Concession was properly located, all required location and
validation work was properly performed and location notices and
certificates were properly recorded and filed with all necessary or
appropriate governmental agencies;

-5-
<PAGE>

(h) all assessment work, tax payments and renewals required to hold the
Nambija Concession has been performed or paid;

(i) Gribipe is acquiring the Shares for its own account and not with a
view to any resale, distribution or other disposition thereof in
violation of any applicable securities laws;

(j) Gribipe will execute and deliver all documentation as may be required
by all applicable regulatory authorities in order to permit the
transactions described in this agreement and will comply with all
applicable hold periods and other resale restrictions as are
prescribed by applicable securities legislation; and

(k) Gribipe shall contribute to Zamora, through the exercise of Warrants
or such other means as is acceptable to Zamora, the working capital
required to meet the minimum unallocated working capital requirements
for listing on the VSE, provided that such contribution shall not
exceed Cdn$100,000.

10. Zamora Gold and Vista Gold represent and warrant to and covenant in favour
of Gribipe as follows and acknowledges that Gribipe is relying upon the
following representations, warranties and covenants in entering into this
Agreement:

(a) Zamora and each of its subsidiaries listed in Schedule "A" has been
duly incorporated and is validly subsisting and in good standing under
the laws of its jurisdiction of incorporation and is duly registered
and licensed to carry on business in the jurisdictions in which it
carries on business or owns property;

(b) the execution and delivery of this Agreement and the completion of the
transactions contemplated hereby have been or, as at the Closing Date,
will be duly authorised by all necessary corporate action on the part
of Zamora, including, without limitation, all necessary authorisations
and approvals of Zamora's Board of Directors and its shareholders, and
this Agreement and all related documents and instruments to be
executed and delivered by Zamora in accordance with this Agreement are
or, as at the Closing Date, will constitute legal, valid and binding
obligations of Zamora and enforceable against Zamora in accordance
with their respective terms;

(c) the execution and delivery of this Agreement by Zamora does not, and
the consummation of the transactions contemplated hereby will not: (i)
conflict with, or result in a breach or violation of the constituent
documents of Zamora or any of its subsidiaries; (ii) conflict with, or
result in a default under, any of the terms, conditions or provisions
of (or an act or omission that would give rise to any right of
termination, cancellation or acceleration under) any material note,
bond, mortgage, lease, indenture, agreement or obligation to which
Zamora or any of its subsidiaries is a party, pursuant to which Zamora
or any of its subsidiaries otherwise receives benefits, or to which
any of the property of Zamora or any of its subsidiaries is subject;
(iii) conflict with, or result in a violation of any law, order
regulation, judgment, license, order or decree applicable to Zamora or
any of its subsidiaries; or (iv) result in a termination or any
impairment of any license, franchise, contractual right or other
authorization of Zamora or any of its subsidiaries;

(d) Zamora is a reporting issuer under the laws of the province of Ontario
and is in compliance with its obligations under the SECURITIES ACT
(Ontario) and the rules and regulations thereunder;

-6-
<PAGE>

(e) each of the subsidiaries of Zamora listed in Schedule "A" owns the
interests in the mining concessions described in Schedule "B";

(f) the audited consolidated financial statements of Zamora for the years
ended December 31, 1997 and 1996 are true and correct in all material
respects, fairly reflect in all material respects the financial
condition of Zamora and its subsidiaries as at the date hereof and the
results of Zamora and its subsidiaries for the period then ended, and
have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis and with all applicable laws,
regulations, policy statements and rules, and, since the date of such
consolidated financial statements, there has been no material adverse
change in the financial condition, business or affairs of Zamora,
except as disclosed in writing by Zamora to Gribipe prior to the date
hereof;

(g) there are no actions, suits, proceedings or investigations, whether on
behalf of or against Zamora or its subsidiaries pending or, to the
knowledge of Zamora or its subsidiaries, threatened against or
affecting Zamora or its subsidiaries at law or in equity, before any
court or before or by any federal, provincial, municipal or
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign;

(h) the outstanding common shares in the capital of Zamora are listed and
posted for trading on The Canadian Dealing Network;

(i) as of the Closing Date, Zamora will have taken all steps necessary to
obtain the consent of The Canadian Dealing Network and to comply with
all other regulatory requirements applicable to the transactions
described herein;

(j) the authorised capital of Zamora consists of an unlimited number of
common shares without par value, of which 22,601,637 are issued and
outstanding as fully paid and non-assessable shares;

(k) other than the holders of options (the "Outstanding Options") granted
to directors, officers and employees of Zamora to purchase an
aggregate of 1,120,000 common shares upon the exercise thereof, no
person has any right, agreement or option, present or future,
contingent or absolute, for the issue or allotment of any common
shares in the capital of Zamora or any other security convertible into
or exchangeable for any such shares, other than as described in this
Agreement or disclosed by Zamora to Gribipe;

(l) Zamora will cancel the Outstanding Options, other than options to
acquire 450,000 common shares which are held by former employees of
Zamora, prior to the Closing Date;

(m) there are no dividends or distributions which have been declared by
Zamora or any of its subsidiaries which remain unpaid;

(n) the business of Zamora and its subsidiaries is now and has been
conducted in material compliance with all applicable laws, rules,
ordinances and regulations of any governmental authority, including,
without limitation, environmental laws;

(o) the statutory records, including the share register and minute books
of Zamora and its subsidiaries: (i) fully reflect all issues,
transfers and redemptions of the shares of such companies; (ii)
correctly show as at the date hereof and will correctly show as at the

-7-
<PAGE>

Closing Date the total number of shares in the capital of such
companies issued and outstanding, the charter or other organizational
documents and all amendments thereto, and the by-laws as amended and
currently in force; and (iii) are correct and complete in all material
respects;

(p) all funds contributed by Gribipe pursuant to paragraph 9(k) above will
be attributed to Zamora's unallocated working capital;

(q) Zamora and its subsidiaries have duly filed all material Tax Returns
(as defined below), and all returns and reports of all other
governmental bodies having jurisdiction with respect to Taxes (as
defined below), imposed on it, or on its operations or employee
benefit plans or trusts, all such Tax Returns were complete and
accurate when filed, and all Taxes payable by Zamora or its
subsidiaries have been paid to the extent that such Taxes have become
due. The Tax Returns of Zamora and its subsidiaries are not currently
under audit by any authority or other administrative body or court.
There is not now any examination of the income tax returns of Zamora
or its subsidiaries pending, or any proposed deficiencies or
assessments against Zamora or its subsidiaries of additional Taxes of
any kind. As used herein, (i) the term "Tax" shall include any tax or
similar governmental charge, assessment or levy, together with any
related penalties, fines, additions to tax or interest imposed by any
federal, provincial, local or foreign government or subdivision; and
(ii) the term "Tax Return" shall mean any return, report, statement,
schedule, or form to be filed with any governmental authority relating
to any Tax;

(r) except as disclosed by Zamora to Gribipe in writing prior to the date
hereof, there are no contracts of Zamora or its subsidiaries which
involve consideration in excess of the equivalent of Cdn$100,000 or
have a term of one year or more. Neither Zamora nor any of its
subsidiaries is in material default under any such contract, no
condition exists or has occurred which with the giving of notice or
the lapse of time or both, would constitute a material default by
Zamora or any subsidiary under any such contracts, and all such
contracts are valid and enforceable in accordance with their terms.
No material default by any other party to any such contract is known
or claimed by Zamora or any of its subsidiaries;

(s) neither Zamora nor any of its subsidiaries is a party to any
collective bargaining agreement or any kind with any unit or labour
organization; and

(t) Zamora and each of its subsidiaries: (i) possess all material
certificates, licenses, permits, approval and other authorizations
from governmental authorities, political subdivisions or regulatory
authorities that are necessary for the ownership, maintenance and
operation of the businesses presently conducted; (ii) are not in
violation of any provisions thereof; and (iii) have duly completed and
filed all filing, reports and notifications in connection therewith.

11. Zamora hereby covenants and agrees that between the date of this Agreement
and the Closing Date, except with the prior consent of Gribipe:

(a) the business of Zamora and its subsidiaries shall be conducted only in
the ordinary course and consistent with past practice;

-8-
<PAGE>

(b) neither Zamora nor any of its subsidiaries shall materially alter its
organization, capitalization, or financial structure, practices or
operations;

(c) no increase shall be made in the compensation or employee benefits
paid or payable to any director, officer, employee or agent of Zamora
or any of its subsidiaries, and no bonus or profit-share payment or
other arrangement (whether current or deferred) shall be made to or
with any such director, officer, employee or agent, except in the
ordinary course of business and consistent with prior practices;

(d) neither Zamora nor any of its subsidiaries shall enter into any
material contract, agreement or other arrangement; and

(e) no dividend or other distribution or payment shall be declared or made
with respect to any of the capital stock of Zamora y or any of its
subsidiaries.

12. In the event that between the date hereof and the Closing Date Gribipe
makes any payments due by Gribipe as a result of the purchase of the
Nambija Concession Interest (total payments of $75,000 being due in June
1998 and $28,330 each month thereafter), the purchase price of the
Concession Interests shall be increased by the amount of such payments
expressed in Canadian dollars, and on the Closing Date Gribipe shall be
issued additional common shares in a number equal to the quotient resulting
from the division of the aggregate of all such payments expressed in
Canadian dollars by Cdn$0.20.

13. If Gribipe, with the prior approval of Zamora, advances any payments
between the date hereof and the Closing Date due by Comcumaysa as a result
of the purchase of the mill plant owned by Comcumaysa or, with the prior
approval of Zamora, advances any other payments on behalf of Zamora or any
of its subsidiaries, the aggregate of all such payments shall be deemed a
loan by Gribipe to Zamora and (i) after the Closing Gribipe shall receive a
credit for the total of all such payments upon exercise of any Warrants or
(ii) in the event that the transactions contemplated hereby are not
consummated, Zamora shall repay the aggregate of all such payments to
Gribipe on June 29, 1998.

14. In the event that between the date hereof and the Closing Date, Vista Gold
makes any payments to or on behalf of Zamora, on the Closing Date Vista
Gold shall be issued additional common shares in a number equal to the
quotient resulting from the division of the aggregate of all such payments
expressed in Canadian dollars by Cdn$0.20.

15. The representations, warranties, and covenants of the parties herein
contained shall be deemed to be made on the date hereof and on the Closing
Date and shall survive the Closing and consummation of the transaction
contemplated herein.

16. Neither Gribipe nor Zamora may assign its respective rights, benefits,
obligations or liabilities under this Agreement without the written consent
of the other, except to an entity which is controlled by the same parties
which on the date hereof control Gribipe or Zamora, as the case may be.

17. Time shall be of the essence of this Agreement.

18. Each of the parties shall execute and deliver all such further documents
and do such further acts and things as may be reasonably required from time
to time to complete the transactions described in this Agreement.

-9-
<PAGE>

19. This Agreement may be executed in any number of counterparts, each of which
when delivered shall be deemed to be an original and all of which together
shall constitute one and the same document. Facsimile copies of this
Agreement shall have the same validity as the originals hereof.

20. This Agreement supersedes all prior discussions and agreements between the
parties with respect to the subject matter hereof, contains the sole and
entire agreement among the parties with respect to the matters covered
hereby and shall not be altered or amended except by an instrument in
writing signed by or on behalf of each of the parties hereto.

COMPANIA MINERA GRIBIPE, S.A.

By: /s/ ESTEFANO ISAIAS DASSUM
---------------------------------
Estefano Isaias Dassum

ZAMORA GOLD CORP.
hereby accepts and agrees to the
foregoing terms and conditions
this 24th day of April, 1998.

By: /S/ MICHAEL B. RICHINGS
------------------------------------------
Michael B. Richings
President and Chief Executive Officer

VISTA GOLD CORP.
hereby confirms the representations,
warranties and covenants made by
it in section 10 of this Agreement
this 24th day of April, 1998.

By: /S/ MICHAEL B. RICHINGS
------------------------------------------
Michael B. Richings
President and Chief Executive Officer

-10-
<PAGE>

SCHEDULE "A"

[GRAPHIC]

<PAGE>

SCHEDULE "B"

<TABLE>
<CAPTION>
SUBSIDIARY CONCESSION
---------- ----------
<S> <C>
Compania Minera Real Minreal S.A. Mina Real
Mina Real 1

Compania Minera del Austro S.A. Campanilla
Campanilla 1

Comcumaysa Compania Minera Wintza 1
Cumay del Ecuador S.A. Wintza 2
Pamela
Paula
Rocio
Nogal
Zamora 1
Zamora 2
Zamora 3
Zamora 4
Carina
Katy
</TABLE>

<PAGE>

July 8, 1998

Zamora Gold Corp.
Suite 3000
370 Seventeenth Street
Denver, CO

ATTN: Mr. Michael B. Richings

FIRST AMENDMENT TO THE AGREEMENT DATED APRIL 24, 1998

Compania Minera Gribipe, S.A. ("Gribipe") and Zamora Gold Corp.
("Zamora") hereby agree to amend the agreement (the "Agreement") dated April
24, 1998, a copy of which is annexed hereto as Schedule "1", as set forth
below. All capitalised terms used herein and not otherwise defined herein
shall have the meanings attributed thereto in the Agreement,

1. Zamora acknowledges that the Nambija Concession Interest was subject to
an option (the "Northfield Option") pursuant to a Mining Purchase Option
Contract (the "Northfield Agreement") between Northfield Mining Limited
("Northfield") and Gribipe, true copies of which in both the English and
Spanish languages have been provided by Gribipe to Zamora. Gribipe
hereby represents and warrants to and covenants and agrees with Zamora
that:

(a) To the best of its knowledge, the Northfield Agreement and the
Northfield Option contained therein have been legally and validly
terminated in accordance with the terms of the Northfield Agreement
and in accordance with the laws of Ecuador applicable thereto;

(b) Neither Northfield nor any other person has any right or interest
or option to acquire an interest, or any other right, agreement or
entitlement capable of becoming a right or interest or option to
acquire an interest of any kind, in or to the Nambija Concession
Interest or in the Nambija Concession or in the Joint Venture
Agreement signed July 11, 1995 between Gribipe and the Cooperativa
de Produccion Minera relating to Nambija 1, other than said
Cooperativa de Produccion Minera; and

(c) Gribipe will diligently defend, at its sole expense, any claim
against Gribipe, Zamora, or any of their respective affiliates or
subsidiaries, by Northfield arising out of the termination by
Gribipe of the Northfield Agreement and the Northfield Option
contained therein and agrees to indemnify and hold harmless Zamora
and its affiliates and subsidiaries for and against all costs,
expenses, claims,
<PAGE>

Zamora Gold Corp.
Page 2
July 8, 1998

losses, demands and damages which Zamora or any of its affiliates
and subsidiaries may suffer or incur as a result of the said
termination of the Northfield Agreement and the Northfield Option,
or any suit, claim, action, arbitration or other proceeding brought
or made by or on behalf of Northfield in connection with the
Northfield Agreement, the Northfield Option, the Nambija Concession
Interest or the Nambija Concession.

2. Zamora acknowledges that Gribipe has commenced an arbitration proceeding
in Ecuador against Northfield seeking to collect unpaid payments due by
Northfield. Notwithstanding anything herein to the contrary, in the
event that there is a final determination ("Final Determination"), from
which no further appeal can be made, in the current arbitration
proceeding between Gribipe and Northfield or in any other legal
proceeding or claim commenced by Gribipe or Northfield in relation
thereto, the parties agree as follows:

(a) if the Final Determination sets aside the termination by Gribipe of
the Northfield Agreement and the Northfield Option contained
therein, Zamora agrees that the transfer of the Nambija Concession
Interest by Gribipe to a subsidiary of Zamora pursuant to the
Agreement (in this paragraph 2, the term Zamora shall be deemed to
include such subsidiary) will remain subject to the rights of
Northfield under the Northfield Agreement and the Northfield
Option, and Zamora agrees to assume the Northfield Agreement and
perform the obligations of Gribipe thereunder, and Gribipe will not
be liable to Zamora for damages as a result of such determination,
provided that (i) if any consents are necessary from Northfield or
otherwise to transfer the Northfield Agreement to Zamora any such
consents are first obtained (ii) no modifications of the terms of
the Northfield Agreement or the Northfield Option have been made
without Zamora's consent and (iii) Gribipe executed all necessary
documents to transfer its rights under the Northfield Agreement to
Zamora;

(b) if the Final Determination requires the payment of monies to
Northfield for damages as a result of the unlawful termination of
the Northfield Agreement or the Northfield Option, Gribipe will be
solely responsible for such damages;

(c) if the Final Determination (i) nullifies the conveyance of the
Nambija Concession Interest to Zamora, and Northfield does not
consent to the transfer of the
<PAGE>

Zamora Gold Corp.
Page 3
July 8, 1998

Nambija Concession Interest and the Northfield Agreement to Zamora,
or (ii) sets aside the termination as described in (a) above and
any necessary consents to the transfer of the Northfield Agreement
are not obtained, or if the terms of the Northfield Agreement are
amended without Zamora's consent, then Zamora will release in favor
of Gribipe all of its right, title and interest, if any, in and to
the Nambija Concession interest and Zamora and Gribipe will
negotiate in good faith as to the manner in which Zamora will be
compensated and the amount of such compensation and, if they are
unable to reach agreement, such compensation shall be determined by
arbitration under the rules of the British Columbia International
Commercial Arbitration Centre. The appointing authority shall be
the British Columbia International Arbitration Centre. The case
shall be administered by the British Columbia International
Arbitration Centre in accordance with "Procedures for Cases under
the BCICAC Rules". The place of arbitration shall be Vancouver,
British Columbia, Canada and the language to be used in the
arbitration shall be English. All disputes shall be heard by three
arbitrators.

3. Zamora and Vista Gold make the following additional representations and
warranties to and covenants in favor of Gribipe and acknowledge that
Gribipe is relying upon the following representations, warranties and
covenants, in additions to the ones contained in the Agreement:

(a) Zamora is the sole registered and beneficial owner of 100% of the
issued and outstanding shares of F.V. International Acquisition
Corporation ("FV"), and no person has any right, agreement or
options, present or future, contingent or absolute, for the issue
or allotment of any shares in the capital of FV or any other
security convertible into or exchangeable for any such shares. FV
is duly organized and in good standing under the laws of the
Commonwealth of Barbados.

(b) FV is the sole registered and beneficial owner of 100% of the
shares of Cumcumaysa Compania Minera Cumay del Ecuador, S.A.
("Cumcumaysa"), and no other person has any right, agreement or
option, present or future, contingent or absolute, for the issue or
allotment of any shares in the capital of Cumcumaysa or any other
security convertible into or exchangeable for any such share.
Cumcumaysa is the registered holder and beneficial owner of the
shares of the subsidiaries of Zamora set forth in
<PAGE>

Zamora Gold Corp.
Page 4
July 8, 1998

Schedule "A" to the Agreement in the percentages of all outstanding
shares therein set forth.

(c) As of the Closing, the Shares will have been duly and validly
allotted for issuance and, upon receipt by Zamora of the
consideration therefor from Gribipe, will be duly and validly
issued to Steady Reserves SDN BHD as fully paid and non-assessable
common shares in the capital of Zamora. As of the Closing, the
Warrants and the Options will have been duly and validly issued and
granted, respectively, and the common shares in the capital of
Zamora issuable upon the exercise of the Warrants and the Options
have been duly and validly allotted for issuance and, upon the
exercise of the Warrants and/or the Options in accordance with
their respective terms and receipt by Zamora of the exercise price
therefor, will be duly and validly issued as fully paid and
non-assessable common shares in the capital of Zamora.

(d) As of the Closing all Outstanding Options will have been duly
cancelled or have expired and, therefore, no person, other than
Estefano Isaias and Gribipe, will have any right, agreement or
option, present or future, contingent or absolute, for the issue or
allotment of any common shares in the capital of Zamora or any
other security convertible into or exchangeable for any such
shares, anything in the Agreement to the contrary notwithstanding.
Without limitation, there are no warrants for the purchase of
shares in Zamora which are outstanding or which have been exercised
but in respect of which the shares issuable upon such exercise
remain unissued.

(e) No shareholder of Zamora has provided Zamora with notice of its
intention to exercise its right to dissent with respect to the
continuation of Zamora to the Yukon Territory and the period for
exercising any such rights to dissent has expired.

(f) The mining concessions or interests owned by the subsidiaries of
Zamora, as set forth in Schedule "B" to the Agreement, are owned
free and clear of all mortgages, pledges or encumbrances of any
kind whatsoever and all fees and patents due on account of such
mining concessions to the Directorate of Mining in the Republic of
Ecuador have been paid and there are no obligations of any kind
currently due to any governmental authority in the Republic of
Ecuador on account of such mining concessions or interests. All
requirements in order for
<PAGE>

Zamora Gold Corp.
Page 5
July 8, 1998

the subsidiaries of Zamora to own and use such mining concessions
and interests have been complied with as of the date hereof.

(g) The subsidiaries of Zamora operating in the Republic of Ecuador
have complied with all of their labor obligations, do not owe any
salaries, wages or other monies to any of their employees, other
than salaries or wages for the current period (which does not
exceed two weeks), and have no obligations outstanding to the
Ecuadorian Institute of Social Security.

4. Vista Gold hereby waives any rights it may have, under the provisions of
paragraph 5.2 of the Private Placement Subscription Agreement between
Vista Gold (f/k/a Granges Inc.) and Zamora dated August 25, 1995, to
acquire any of the Shares or Warrants being issued to Gribipe, or the
shares issuable upon exercise of the Warrants, or any of the shares
which may be issued to Estefano Isaias upon exercise of the Options.

5. At the time of the Closing, Zamora and Vista Gold shall provide to
Gribipe certificates executed by their respective Chief Executive
Officers and Vice Presidents Finance certifying the following matters:

(a) The representations and warranties of Zamora and Vista Gold,
respectively, contained in the Agreement, as amended hereby, are
true and correct as of the closing date, and Zamora and Vista Gold,
respectively, have complied with all of the covenants and satisfied
all of the terms and conditions of the Agreement on their part to
be complied with or satisfied at or prior to the Closing.

(b) Since December 31, 1997, and as of the Closing Date, there has been
no material adverse change in the business, financial condition,
operations, assets, liabilities (contingent or otherwise), capital
or prospects of Zamora or any of its subsidiaries, except as
disclosed in writing to Gribipe prior hereto.

(c) Having carried on such proper searches and investigations as are
reasonable and prudent in the circumstances, neither Zamora nor any
of its subsidiaries has any undisclosed contingent liability that
is material to Zamora.

(d) No order ceasing or suspending trading in any securities of Zamora
or prohibiting the issuance of the Shares to be
<PAGE>

Zamora Gold Corp.
Page 6
July 8, 1998

issued to Gribipe has been issued and no proceedings for such
purpose are pending or, to their knowledge, threatened.

6. Paragraph 2 of the Agreement is amended to provide that the Closing
shall take place no later than July 8, 1998.

7. Clause (i) of paragraph 13 of the Agreement is deleted in its entirety
and replaced by the following:

"(i) after the closing, the aggregate of all such
payments, as are then outstanding and owing to
Gribipe, shall, at Gribipe's option, be repaid by
Zamora to Gribipe or shall be credited against the
exercise price of the Options or the exercise price
of the Warrants."

8. Gribipe hereby directs Zamora to issue the Shares and Warrants to its
wholly-owned subsidiary, Steady Reserves SDN BHD ("Steady"). The Shareholders
Agreement shall be entered into by Steady with Vista Gold. Gribipe waives the
requirement under paragraph 6(a) of the Agreement that Gribipe and Vista Gold
enter into the Shareholders Agreement prior to the Annual General Meeting of
Zamora and Gribipe and Vista Gold agree that the Shareholders Agreement shall
be entered into at Closing.

9. Gribipe agrees to cause the resignation of Michael Bickers as President
of Minreal to be made effective as soon as practicable after the Closing.

10. The Agreement, and this First Amendment to the Agreement, shall be
construed and the powers therein and herein contained shall be administered,
exercised and given effect to according to the laws of the Province of
British Columbia and the rights and obligations of all parties thereunder and
hereunder shall be regulated by the laws of the Province of British Columbia
notwithstanding that any of the parties may now or at any future time be
resident or domiciled elsewhere than in the Province of British Columbia.
Each of the parties agrees to attorn to the jurisdiction of the courts of the
Province of British Columbia.

11. The parties hereto agree that, except as amended hereby, the Agreement
remains in full force and effect.
<PAGE>

Zamora Gold Corp.
Page 7
July 8, 1998

12. This First Amendment to the Agreement may be executed in any number of
counterparts, each of which when delivered shall be deemed to be an original
and all of which together shall constitute one and the same document.
Facsimile copies of this First Amendment shall have the same validity as the
originals hereof.

COMPANIA MINERA GRIBIPE, S.A.

By: /s/ Pablo Antonio Dicindio S.
--------------------------------------
Name: Pablo Antonio Dicindio S.
------------------------------------
Title: Gerente General
-----------------------------------

ZAMORA GOLD CORP. hereby accepts
and agrees to the foregoing terms
and conditions this 8th day of
July, 1998

By: _______________________________
Michael B. Richings, President
and Chief Executive Officer

VISTA GOLD CORP. hereby confirms the
representations, warranties and covenants
made by it in Section 3, and accepts and
agrees to the terms and conditions in
Sections 4, 5, 6 and 8 of this First
Amendment to the Agreement dated
April 24, 1998

By: _______________________________
Michael B. Richings, President
and Chief Executive Officer
<PAGE>

Zamora Gold Corp.
Page 8
July 8, 1998

COMPANIA MINERA GRIBIPE, S.A.

By: __________________________________
Name: ________________________________
Title: _______________________________

ZAMORA GOLD CORP. hereby accepts
and agrees to the foregoing terms
and conditions this 8th day of
July, 1998

By: /s/ Michael B. Richings
---------------------------------
Michael B. Richings, President
and Chief Executive Officer

<PAGE>

SHARE PURCHASE AND SALE AGREEMENT

MADE
OCTOBER 21, 1998

AMONG
CORNUCOPIA RESOURCES INC.
AND
CORNUCOPIA RESOURCES LTD.
AND
VISTA GOLD HOLDINGS INC.
AND
VISTA GOLD CORP.

IN RESPECT OF THE SHARES OF
MINERAL RIDGE RESOURCES INC.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
PART 1 - DEFINITIONS AND INTERPRETATION.................................2
1.1 Definitions....................................................2
1.2 Interpretation.................................................6

PART 2 - PURCHASE AND SALE..............................................7
2.1 Purchase and Sale of Purchased Shares..........................7

PART 3 - REPRESENTATIONS AND WARRANTIES.................................7
3.1 Representations and Warranties of the Vendor and CRL...........7
(1) Corporate Status and Authority...........................7
(2) No Default...............................................8
(3) Share Capital............................................9
(4) Financial Matters........................................9
(5) Inventory...............................................10
(6) Material Changes........................................10
(7) Banking.................................................11
(8) Material Contracts......................................12
(9) Assets and Property.....................................12
(10) Hazardous Materials and Environmental Laws..............13
(11) Legal and Regulatory Matters............................13
(12) Taxation................................................14
(13) Employment Matters......................................15
(14) Insurance...............................................16
(15) Binding Agreement.......................................16
(16) Ownership of Purchased Shares...........................16
(17) Residency...............................................16
(18) No Commission...........................................17
(19) Approvals...............................................17
(20) Representations and Warranties of Mineral Ridge in
Restated and Amended Loan Agreement......17
(21) Securities Laws.........................................17
3.2 Representations and Warranties of the Purchaser and VGC.......21
(1) Corporate Status and Authority..........................21
(2) No Default..............................................21
(3) Binding Agreement.......................................21
(4) Share Capital...........................................22
(5) Disclosure Documents....................................22
(6) No Encumbrances on VGC Shares...........................22
(7) Listing of VGC Shares...................................22
(8) Reporting Issuer Status.................................22
(9) No Commission...........................................22

PART 4 - COVENANTS.....................................................23
4.1 Covenants of the Vendor and CRL...............................23
</TABLE>

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<PAGE>
<TABLE>
<S> <C>
(1) Agreement Date to Closing...............................23
(2) At Closing..............................................25
4.2 Covenants of the Purchaser and VGC............................26
(1) General.................................................26
(2) At Closing..............................................26

PART 5 - CONDITIONS PRECEDENT..........................................27
5.1 Mutual Conditions Precedent...................................27
5.2 Conditions for the Benefit of the Vendor and CRL..............28
5.3 Conditions for the Benefit of the Purchaser and VGC...........30

PART 6 - SURVIVAL OF REPRESENTATIONS AND INDEMNITY.....................33
6.1 Survival of Representations, Warranties and Covenants.........33
6.2 Indemnity.....................................................33

PART 7 - GENERAL.......................................................33
7.1 Time and Place of Closing.....................................33
7.2 Notices.......................................................33
7.3 Confidentiality and Disclosure................................35
7.4 Dispute Resolution and Arbitration............................35
7.5 Governing Law.................................................35
7.6 Binding Effect................................................35
7.7 Time of Essence...............................................36
7.8 Assignment....................................................36
7.9 Further Assurances............................................36
7.10 Expenses......................................................36
7.12 Entire Agreement..............................................36
7.11 Counterparts and Facsimile....................................37

SCHEDULE "A" - FINANCIAL STATEMENTS....................................A-1
SCHEDULE "B" - LOANS AND CREDIT FACILITIES.............................B-1
SCHEDULE "C" - BANK FACILITIES.........................................C-1
SCHEDULE "D" - MATERIAL CONTRACTS......................................D-1
SCHEDULE "E" - MATERIAL CONTRACTS IN BREACH OR DEFAULT.................E-1
SCHEDULE "F" - MINERAL RIGHTS AND LANDS................................F-1
SCHEDULE "G" - ROYALTY INTERESTS.......................................G-1
SCHEDULE "H" - EQUIPMENT...............................................H-1
SCHEDULE "I" - LITIGATION..............................................I-1
SCHEDULE "J" - EMPLOYMENT CONTRACTS....................................J-1
SCHEDULE "K" - INSURANCE...............................................K-1
SCHEDULE "L" - PERMITTED ENCUMBRANCES..................................L-1
SCHEDULE "M" - APPROVALS...............................................M-1
SCHEDULE "N" - VGC SUBSCRIPTION AGREEMENT..............................N-1
</TABLE>

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<PAGE>

SHARE PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made the 21st day of October, 1998

AMONG:

CORNUCOPIA RESOURCES INC., a company incorporated under the
laws of the State of Nevada and having an office at Suite
540, Marine Building, 355 Burrard Street, Vancouver, British
Columbia, Canada

(the "VENDOR")

AND:

CORNUCOPIA RESOURCES LTD., a company amalgamated under the
laws of the British Columbia and having an office at Suite
540, Marine Building, 355 Burrard Street, Vancouver, British
Columbia, Canada

("CRL")

AND:

VISTA GOLD HOLDINGS INC., a company incorporated under the
laws of the State of Nevada and having an office at Suite
3000, 370 Seventeenth Street, Denver, Colorado, U.S.A.

(the "PURCHASER")

AND:

VISTA GOLD CORP., a company continued under the laws of the
Yukon Territory and having an office at Suite 3000, 370
Seventeenth Street, Denver, Colorado, U.S.A.

("VGC")

WHEREAS:

A. the Vendor is the legal and beneficial holder of all of the issued
and outstanding shares in the capital of Mineral Ridge;

B. the Purchaser has agreed to purchase and the Vendor has agreed to
sell all of the issued and outstanding shares in the capital of Mineral Ridge
on the terms, at the time and subject to the conditions set forth herein;

C. the Vendor is a wholly-owned subsidiary of CRL and the Purchaser is
a wholly-owned subsidiary of VGC;

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<PAGE>

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises
and mutual covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby covenant and agree as follows:

PART 1

DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

In this Agreement and the recitals hereto, unless the context
otherwise requires, the following terms shall have the following respective
meanings:

(a) "ACCREDITED INVESTOR" means an "accredited investor" as that term is
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
U.S. Securities Act;

(b) "ASSETS" means all of the rights, properties, undertakings and assets
of Mineral Ridge, whether or not used in connection with or relating
to the Business, whether real or personal, tangible or intangible, and
whether owned, leased or licensed, including, without limitation, all
Mineral Rights, Lands and Equipment;

(c) "BUSINESS" means all the business carried on by Mineral Ridge as of
the date of this Agreement, including, without limitation, mineral
exploration and mining;

(d) "BUSINESS DAY" means any day, other than Saturday, Sunday or a
statutory holiday in the Province of British Columbia;

(e) "CLAIM" means any claim, demand, action, cause of action, damage,
loss, cost, liability or expense, including, without limitation,
reasonable professional fees and all costs incurred in investigating
or pursuing any of the foregoing or any proceeding relating to any of
the foregoing;

(f) "CLOSING" means the closing of the purchase and sale of the Purchased
Shares contemplated herein;

(g) "CLOSING DATE" means October 21, 1998 or such other date as the
parties hereto may agree;

(h) "CONSTATING DOCUMENTS" means the memorandum, articles, articles of
incorporation, articles of continuance or articles of amalgamation
pursuant to which a corporation is incorporated, continued or
amalgamated, as the case may be, together with any amendments thereto,
and the by-laws of such corporation and any shareholders' agreement
which has been executed by such corporation or which governs in whole
or in part such corporation's affairs;

(i) "CRL SHARES" means the 2,777,777 common shares in the capital of CRL
to be issued to VGC pursuant to the VGC Subscription Agreement;

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<PAGE>

(j) "DRESDNER" means Dresdner Bank AG, New York and Grand Cayman Branches;

(k) "DRESDNER LOAN AGREEMENT" means the loan agreement dated January 17,
1997 between Mineral Ridge and Dresdner;

(l) "ENCUMBRANCE" means any mortgage, charge, pledge, hypothec, security
interest, lien, easement, right-of-way, encroachment, covenant,
condition, right of re-entry, lease, license, assignment, option,
claim, encumbrance, set-off, escrow, hold period, voting agreement,
voting trust or other limitation, restriction or title defect of
whatever kind or nature, regardless of form, whether or not registered
or registrable and whether or not consensual or arising by law or
pursuant to the by-laws, rules or policies of any stock exchange, and
whether known or unknown at the time of Closing;

(m) "ENVIRONMENTAL CONTAMINATION" means the discharge, emission, leaking,
spilling, leaching, release or discharge into the environment,
including, without limitation, land, air and water, of Hazardous
Materials or other material, so as to result in any harm, damage or
hazard to the environment or to any person, property or thing;

(n) "ENVIRONMENTAL LAWS" means all Laws or lawful requirements of any
Governmental Authority with respect to environmental and health
protection or regulating Hazardous Materials;

(o) "EQUIPMENT" means all supplies and all machinery, equipment,
automobiles, trucks, bulldozers, shovels, trailers, tractors, office
equipment, computer hardware and software, yard equipment, furniture,
furnishings and tools of all kinds owned or leased by Mineral Ridge,
the Vendor and CRL and used or intended for use in connection with the
Business;

(p) "FINANCIAL STATEMENTS" means the unaudited financial statements of
Mineral Ridge as at July 31, 1998 attached hereto as Schedule "A"
hereto;

(q) "GOVERNMENTAL AUTHORITY" means any federal, provincial, state,
municipal, county or regional governmental or quasi-governmental
authority, domestic or foreign, and includes any ministry, department,
commission, bureau, board, administrative or other agency, regulatory
body or instrumentality thereof, including, without limitation, any
securities commission, stock exchange or other securities regulatory
authority, whether a self-regulating body or otherwise;

(r) "GOVERNMENTAL AUTHORIZATIONS" means all authorizations, approvals,
licenses, permits or quotas issued to Mineral Ridge primarily in
connection with the Business or any of the Assets by any Governmental
Authorities;

(s) "HAZARDOUS MATERIALS" means any asbestos materials, urea formaldehyde,
explosives, radioactive materials, pollutants, contaminants, hazardous
substances, corrosive substances, toxic substances, special wastes or
wastes of any kind, including, without limitation, compounds known as
chlorobiphenyls and any

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<PAGE>

substance the storage, manufacture, disposal, treatment, generation,
use, transport, remediation or release of which into the environment
is prohibited, controlled or licensed under Environmental Laws;

(t) "INVENTORIES" means all inventories of every kind and nature and
wheresoever situate owned by Mineral Ridge and in any way pertaining
to the Business, including, without limitation, all inventories of
processed ore, raw materials, work-in-progress, finished goods, spare
parts, operating supplies and packaging materials of or in any way
pertaining to the Business;

(u) "LANDS" means the surface interest in lands and premises associated
with the Mineral Rights and all plant, improvements, appurtenances and
fixtures situated thereon or forming part thereof, including without
limitation, all buildings situated thereon and all reserves of
minerals IN SITU within, under or upon such lands and premises;

(v) "LAWS" means all applicable laws (including the common law), by-laws,
rules, rulings, regulations, orders, ordinances, notices, injunctions,
directions, decrees, treaties, statutes and judgments or other
requirements of any Governmental Authority, all as in force at the
date of this Agreement;

(w) "LIABILITIES" means any and all debts, liabilities, obligations,
claims or demands of whatsoever nature or kind and whether accrued,
contingent, absolute, conditional or otherwise and whether or not
determined or determinable;

(x) "MATERIAL CONTRACT" means any agreement, whether written or oral,
which is material to the Business and for the purposes of this
Agreement, a contract shall be a Material Contract if:

(i) performance of any right or obligation by any party to such
contract (other than a contract with a customer in the ordinary
course of business) may occur over a period of time greater
than one year;

(ii) an expenditure, receipt or transfer or other disposition of
property with a value of greater than $10,000 may arise under
such contract; or

(iii) such contract has been entered into other than in the ordinary
course of business;

(y) "MINERAL RIDGE" means Mineral Ridge Resources Inc., a company
incorporated under the laws of the State of Nevada;

(z) "MINERAL RIGHTS" means all water, water wells, water rights,
concessions, leases, mineral interests, easements, reserves or any
other mineral interests, including, without limitation, patented and
unpatented claims and options to lease held by Mineral Ridge;

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<PAGE>

(aa) "MISREPRESENTATION" means:

(i) an untrue statement of a material fact; or

(ii) an omission to state a material fact that is required to be
stated, or necessary to prevent a statement that is made from
being false or misleading in the circumstances in which it was
made;

(bb) "PERMITTED ENCUMBRANCES" means (i) Encumbrances for taxes, assessments
or governmental charges or levies on property not yet due or
delinquent, (ii) easements, encroachments and other minor
imperfections of title which do not, individually or in the aggregate,
materially detract from the value or impair the use or marketability
of the Mineral Rights or any real property, (iii) Encumbrances granted
by VGC or the Purchaser, and (iv) Encumbrances described in
Schedule "L" hereto;

(cc) "PERSON" means an individual, sole proprietorship, partnership,
unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate, a trustee, executor,
administrator or other legal representative, and any Governmental
Authority;

(dd) "PURCHASED SHARES" means the 25,000 issued and outstanding common
shares in the capital of Mineral Ridge being sold by the Vendor and
purchased by the Purchaser under this Agreement;

(ee) "SECURITIES LAWS" means the applicable securities laws of the Province
of British Columbia and the respective regulations made and forms
prescribed thereunder, together with all applicable published policy
statements and blanket orders and rulings of the British Columbia
Securities Commission;

(ff) "STOCK EXCHANGES" means The Toronto Stock Exchange and the American
Stock Exchange;

(gg) "TAXES" include, without limitation, all taxes, duties, fees,
premiums, assessments, imposts, levies and other charges of any kind
whatsoever imposed by any Governmental Authority, together with all
interest, penalties, fines, additions or taxes or other additional
amounts imposed in respect thereof (including, without limitation,
those levied on, or measured by, or referred to as income, gross
receipts, profits, capital, transfer, land transfer, sales, goods and
services, use, value-added, excise, stamp, withholding, business,
franchising, property, payroll, employment, health, social service,
education and social security taxes, all surtaxes, all customs duties
and import and export taxes, all licence, franchise and registration
fees, and all unemployment insurance, health insurance and Canada and
other government pension plan premium);

(hh) "U.S. EXCHANGE ACT" means the SECURITIES EXCHANGE ACT OF 1934, as
amended, of the United States of America;

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<PAGE>

(ii) "U.S. PERSON" means a U.S. person as that term is defined in
Regulation S under the U.S. Securities Act;

(jj) "U.S. SECURITIES ACT" means the SECURITIES ACT OF 1933, as amended, of
the United States of America;

(kk) "U.S. SECURITIES LAWS" means the U.S. Securities Act, the U.S.
Exchange Act, the securities laws of each applicable state of the
United States and the regulations promulgated under each such act or
law;

(ll) "VGC SHARES" means the 1,562,500 common shares in the capital of VGC
to be issued to CRL at the Closing as consideration for the Purchased
Shares; and

(mm) "VGC SUBSCRIPTION AGREEMENT" means the agreement substantially in the
form of Schedule "N" hereto.

1.2 INTERPRETATION

For the purposes of this Agreement, except as otherwise expressly
provided:

(a) "THIS AGREEMENT" means this Agreement, including the recitals hereto,
and not any particular Part, Section, Subsection or other subdivision
or recital hereof, and includes any agreement, document or instrument
entered into, made or delivered pursuant to the terms hereof, as the
same may, from time to time, be supplemented or amended and in effect;

(b) the words "HEREOF", "HEREIN", "HERETO" and "HEREUNDER" and other words
of similar import refer to this Agreement as a whole and not to any
particular Part, Section, Subsection, or other subdivision or recital
hereof;

(c) the division of this Agreement into Parts, Sections, Subsections, and
other subdivisions or recitals, and the insertion of headings are for
convenience of reference only and are not intended to interpret,
define or limit the scope, extent or intent of this Agreement or any
provision hereof;

(d) all references to currency in this Agreement are to lawful money of
the United States of America and all amounts to be calculated or paid
pursuant to this Agreement are to be calculated in lawful money of the
United States of America;

(e) a reference to a statute in this Agreement includes all regulations or
rules made thereunder, all amendments to the statute, regulations or
rules in force as at the date of this Agreement, and any statutes,
regulations or rules that supplement or supersede such statutes,
regulations or rules;

(f) the singular of any term includes the plural, and vice versa, and the
use of any term is generally applicable to any gender and, where
applicable, a body corporate, firm or other entity, and the word "OR"
is not exclusive and the word "INCLUDING" is not limiting, whether or
not non-limiting language (such as

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<PAGE>

"WITHOUT LIMITATION" or "BUT NOT LIMITED TO" or words of similar
import) is used with reference thereto;

(g) in the event that any date on which any action is required to be taken
hereunder by any of the parties hereto is not a Business Day, such
action shall be required to be taken on the next succeeding day which
is a Business Day; and

(h) all references to "APPROVAL", "AUTHORIZATION" or "CONSENT" in this
Agreement means written approval, authorization or consent.

PART 2

PURCHASE AND SALE

2.1 PURCHASE AND SALE OF PURCHASED SHARES

Subject to the terms and conditions contained in this Agreement,
the Vendor hereby agrees to sell, assign and transfer to the Purchaser and
the Purchaser hereby agrees to purchase from the Vendor at the Closing all of
the Purchased Shares, free and clear of all Encumbrances, except any
Permitted Encumbrances for a purchase price of $250,000 (CDN$380,700) payable
by the issuance of the VGC Shares to CRL at the Closing.

PART 3

REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND CRL

The Vendor and CRL each represent and warrant to and in favour of
the Purchaser and VGC as follows, and acknowledge that, notwithstanding any
due diligence and investigations the Purchaser and VGC may have undertaken
prior to the Closing, the Purchaser and VGC are relying fully upon such
representations and warranties as an inducement to enter into this Agreement
and to consummate the transactions contemplated hereby:

(1) CORPORATE STATUS AND AUTHORITY

(a) CORPORATE STATUS OF THE VENDOR. The Vendor is duly incorporated and
validly exists under the laws of the State of Nevada and is in good
standing under applicable corporate statutes of the State of Nevada.

(b) CORPORATE STATUS OF THE CRL. CRL is duly incorporated and validly
exists under the laws of the Province of British Columbia and is in
good standing under the COMPANY ACT (British Columbia) .

(c) CORPORATE STATUS OF MINERAL RIDGE. Mineral Ridge is duly incorporated
and validly exists under the laws of the State of Nevada and is in
good standing under applicable corporate statutes of the State of
Nevada.

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<PAGE>

(d) CORPORATE POWER AND AUTHORITY OF THE VENDOR TO ENTER INTO AND PERFORM
AGREEMENT. The Vendor has the corporate power and authority to own
and hold the Purchased Shares, to enter into this Agreement, to
consummate all transactions contemplated herein, to perform its
obligations hereunder, and to transfer legal title to and to transfer
beneficial ownership of the Purchased Shares to the Purchaser on the
terms and conditions hereof, free and clear of Encumbrances, except
Permitted Encumbrances.

(e) CORPORATE POWER AND AUTHORITY OF CRL TO ENTER INTO AND PERFORM
AGREEMENT. CRL has the corporate power and authority to enter into
this Agreement, to consummate all transactions contemplated herein and
to perform its obligations hereunder.

(f) NO BANKRUPTCY PROCEEDINGS. No proceedings have been taken or
authorized by the Vendor, CRL or Mineral Ridge or, to the best of the
knowledge of the Vendor or CRL, by any other person, with respect to
the bankruptcy, insolvency, liquidation, dissolution, or winding-up of
the Vendor, CRL or Mineral Ridge.

(g) POWER AND AUTHORITY OF MINERAL RIDGE. Mineral Ridge has all requisite
power and authority to own and lease its Assets and carry on its
Business.

(h) SUBSIDIARIES. Mineral Ridge has no subsidiaries or investments in
other corporate entities.

(i) CORPORATE RECORDS. The corporate records of the Vendor and Mineral
Ridge, as required to be maintained by the Vendor and Mineral Ridge
under the applicable corporate statutes of the State of Nevada,
including, without limitation, the Constating Documents of the Vendor
and Mineral Ridge, are accurate, complete and up-to-date in all
material respects and all material transactions of Mineral Ridge have
been promptly and properly recorded in its books or filed with its
records.

(2) NO DEFAULT

The execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, or the fulfilment of or compliance with
the terms and provisions hereof do not and will not, and do not create a
state of facts which after notice or lapse of time or both will:

(a) result in the breach of or violate any term or provision of the
Constating Documents of either Mineral Ridge or the Vendor;

(b) conflict with, result in the breach of, constitute a default under, or
accelerate or permit the acceleration of the obligations of the Vendor
or CRL under, any Material Contract, except the guarantee dated
January 17, 1997 between the Vendor and Dresdner, the pledge agreement
dated January 17, 1997 between the Vendor and Dresdner, the guarantee
dated January 17, 1997 between CRL and

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<PAGE>

Dresdner and the pledge agreement dated January 17, 1997 between CRL
and Dresdner;

(d) result in the creation of any Encumbrance upon any of the Assets;

(e) require the consent of any person pursuant to any Material Contract,
except Dresdner;

(f) give any person other than the parties hereto any material interest or
right, including, without limitation, rights of purchase, termination,
cancellation or acceleration under any Material Contract or Government
Authorization;

(g) subject to compliance with disclosure requirements under applicable
securities legislation and the rules, by-laws and policies of any
stock exchange having jurisdiction, conflict with, breach, or violate
any of the terms, conditions or provisions of any Law, or any
judgment, order, injunction, decree, regulation or ruling of any court
or stock exchange having jurisdiction; or

(h) result in the imposition of any Taxes on Mineral Ridge or the Assets.

(3) SHARE CAPITAL

(a) SHARE CAPITAL. The authorized share capital of Mineral Ridge consists
of 25,000 common shares with a par value of $1.00 per share, of which
25,000 common shares have been duly and validly allotted and issued
and are outstanding as fully-paid and non-assessable shares as at the
date hereof. No other shares in the capital of Mineral Ridge are
issued and outstanding as at the date hereof.

(b) SHAREHOLDERS. The Vendor is the sole legal and beneficial shareholder
of Mineral Ridge.

(c) NO OPTIONS. Except pursuant to this Agreement, no person has any
option, warrant, right, call, commitment, conversion right, right of
exchange or other agreement, present or future, contingent or
absolute, or any right or privilege (whether by law, pre-emptive or
contractual) capable of becoming an option, warrant, right, call,
commitment, conversion right, right of exchange or other agreement for
the purchase, subscription, allotment or issuance of any of the
unissued common shares, financial instruments convertible into common
shares or other securities of Mineral Ridge.

(4) FINANCIAL MATTERS

(a) FINANCIAL STATEMENTS. The Financial Statements have been prepared in
accordance with generally accepted accounting principles in Canada and
present fairly and accurately in every material respect the assets,
liabilities (whether

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accrued, absolute, contingent or otherwise) and financial condition
of Mineral Ridge as of the date of such statements, and the results
of the operations of Mineral Ridge during the periods covered by
such statements.

(b) LIABILITIES. Except as disclosed in the Financial Statements, Mineral
Ridge had no material Liabilities as of the date of the Financial
Statements, other than:

(i) certain of the amounts claimed by D.H. Blattner & Sons and
Roberts & Schaefer Company under a lien filed in the office of
the County Recorder of Esmerelda County, Nevada and disclosed
in Schedule "I" hereto;

(ii) certain additional interest and fees claimed by Dresdner under
the terms of the Dresdner Loan Agreement; and

(iii) certain additional funds requested by Van American Insurance
Company in respect of the reclamation obligations of Mineral
Ridge.

(5) INVENTORY

Gold inventory is recorded at estimated net realizable value. Gold
ounces contained and recoverable in the leach pad, or stockpile and in the
processing plant are valued using the average cost method and carried at the
lower of cost and net realizable value. All other Inventories are
merchantable or usable in the ordinary course of business. No items included
in the Inventories are held by Mineral Ridge on consignment from others or
have been pledged as collateral.

(6) MATERIAL CHANGES

Except as contemplated by this Agreement or disclosed in Schedule
"E", Mineral Ridge has not, since the date of the Financial Statements:

(a) experienced any adverse material change in the business, operations,
assets, liabilities, ownership, capital or financial position or
condition of Mineral Ridge, or any change in a material fact that has
a significant adverse effect on, or would reasonably be expected to
have a significant adverse effect on, the business, operations,
assets, liabilities, ownership, capital or financial position or
condition of Mineral Ridge, including, without limitation, the
Business, the Assets and the Liabilities;

(b) transferred, assigned, sold or otherwise disposed of any part of the
Business or any of the Assets, except in the normal course of
business;

(c) incurred or assumed any material Liability, except unsecured current
obligations and liabilities incurred in the ordinary and usual course
of business;

(d) discharged or satisfied any Encumbrance, or paid any obligation or
Liability, other than Liabilities disclosed in the Financial
Statements and the Liabilities incurred

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<PAGE>

since the date of the Financial Statements that have been paid in
the normal course of business;

(e) suffered an extraordinary loss (before interest or taxes), waived,
surrendered or omitted to take any action in respect of any rights of
substantial value or entered into any commitment or transaction not in
the normal course of business, where such loss, rights, commitment or
transaction is or would be material in relation to the Assets or the
Business;

(f) granted any bonuses, whether monetary or otherwise, or made any
general wage or salary increases in respect of employees or officers
employed by Mineral Ridge other than as provided for in existing
employment arrangements, or changed the terms of employment for any
employee or officer of Mineral Ridge;

(g) hired or dismissed any employee or officer of Mineral Ridge, other
than the dismissals of Gary Saunders and John Garrison;

(h) granted any Encumbrance in respect of any of the Assets;

(i) declared or paid any dividend or declared or made any other
distribution on any of the Purchased Shares or redeemed, purchased or
otherwise acquired any of the Purchased Shares; or

(j) authorized, agreed or otherwise become committed to do any of the
foregoing.

(7) BANKING

(a) LOANS AND CREDIT FACILITIES. Except as disclosed in Schedule "B"
hereto, Mineral Ridge has not entered into, committed to or otherwise
arranged for, any loans, operating lines of credit or other credit
facilities (including, without limitation, letters of credit, interest
rate or currency swaps, hedging contracts, forward loan or rate
agreements or other financial instruments), nor does Mineral Ridge
have any outstanding any bonds, debentures, mortgages, notes or other
similar indebtedness, and nor is Mineral Ridge obligated to create or
issue any bonds, debentures, mortgages, notes or other similar
indebtedness or financial instruments.

(b) GUARANTEES/INDEMNITIES. Mineral Ridge has not directly or indirectly
guaranteed or indemnified, or agreed to guarantee or indemnify, or
agreed to any other like commitment, in respect of any debt, liability
or other obligation of any person.

(c) BANK FACILITIES. Schedule "C" hereto contains a complete and accurate
listing showing the name of each bank, trust company or similar
financial institution in which Mineral Ridge has an account, safety
deposit box or other banking facility (of the nature described in
Schedule "C" hereto), including the names of all persons authorized to
transact business in respect of such accounts, and each corporate
credit card issued to Mineral Ridge.

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(8) MATERIAL CONTRACTS

Schedule "D" hereto contains a complete and accurate list of all
Material Contracts. Except as disclosed in Schedule "E" hereto, Mineral Ridge
is not in breach or default of any of the terms of any Material Contract, and
the Vendor is not aware of any breach or default of any of the terms of any
Material Contract by any party thereto other than Mineral Ridge, and each such
Material Contract is in good standing and in full force and effect without
amendment thereto. No state of facts exists which, after notice or lapse of
time or both, would constitute such a default or breach. Mineral Ridge has the
capacity, including the necessary personnel, equipment and supplies, to perform
all of its obligations under each of its Material Contracts.

(9) ASSETS AND PROPERTY

(a) OWNERSHIP OF ASSETS. Mineral Ridge owns good and marketable title to,
and is in actual and exclusive possession and control of, the Assets,
free and clear of Encumbrances, except Permitted Encumbrances, and
without limiting the generality of the foregoing, Mineral Ridge owns
or leases and is in actual and exclusive possession and control of the
Mineral Rights described in Schedule "F" hereto free and clear of
Encumbrances, except Permitted Encumbrances and, in the case of leased
Mineral Rights, the same are held under valid and subsisting leases,
and all monies due and payable thereunder have been duly paid;

(b) ZONING. All Lands are zoned to permit the particular activity carried
out on such Lands by Mineral Ridge and its authorized agents or any
person to whom Mineral Ridge has given occupancy rights in respect of
such Lands.

(c) ROYALTY PAYMENTS. Except as disclosed in Schedule "G" hereto, there
are no landowner's royalties, overriding royalties, net profits
interests, working interests or similar interests on or in relation to
any of the Assets.

(d) OPERATING CONDITIONS. Mineral Ridge has operated the Assets and the
Business in accordance with accepted industry standards and in
accordance with all applicable laws, regulations and orders. The
Equipment comprised in the Assets is in good operating condition.

(e) LIST OF MINERAL RIGHTS. There are no Mineral Rights comprised in the
Assets other than those described in the list of Mineral Rights set
out in Schedule "F" hereto, which accurately and completely describes
all interests of Mineral Ridge in any Mineral Rights.

(f) LIST OF LANDS. There are no Lands comprised in the Assets other than
those described in the list of Lands set out in Schedule "F" hereto,
which accurately and completely describes all interests in real
property owned by Mineral Ridge used in the conduct of the Business.

(g) LIST OF EQUIPMENT. There is no Equipment comprised in the Assets
other than as described in the list of Equipment set out in
Schedule "H" hereto, which accurately

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and completely describes the Equipment and other personal property
owned by Mineral Ridge.

(10) HAZARDOUS MATERIALS AND ENVIRONMENTAL LAWS

(a) HAZARDOUS MATERIALS AND COMPLIANCE WITH ENVIRONMENTAL LAWS. No
Hazardous Materials, or other material used in or generated by any of
the Assets or the Business, have been or are currently placed, used,
stored, treated, manufactured, disposed of, released, discharged,
spilled or emitted in violation of any Environmental Laws or
Governmental Authorizations. All Hazardous Materials disposed of,
removed, emitted, treated, released, discharged or spilled from or by
any of the Assets or the Business were and are documented, generated,
handled, transported, stored, treated and disposed of in compliance
with all Environmental Laws and Governmental Authorizations.

(b) WASTE DISPOSAL. All of the Assets that were or are used for the
generation, handling, treatment, storage or disposal of Hazardous
Materials or other material used in or generated by the Assets or the
Business on any of the Lands or on any of the Mineral Rights have been
and are properly permitted and operated in compliance with all
Environmental Laws.

(d) ENVIRONMENTAL ORDERS OR AGREEMENTS. There are no orders, agreements
or consent orders to which Mineral Ridge or any affiliate of Mineral
Ridge is a party relating to compliance of any of the Assets or the
Business with Environmental Laws.

(e) ENVIRONMENTAL CLAIMS. There have been no orders issued or threatened
and no investigations, removal, remedial or response actions ordered,
conducted, taken or threatened under or pursuant to any Environmental
Laws with respect to the Assets or the Business or any other
businesses conducted on or from any of the Lands or Mineral Rights
other than routine inspections. No claims are pending or threatened
with respect to Environmental Contamination on any of the Lands or
Mineral Rights or the violation of any Environmental Laws in
connection with the Assets or the Business.

(f) NUISANCE. The use of, and operations relating to, the Assets and the
Business conducted on or from the Lands or Mineral Rights, do not
constitute a nuisance of any nature, nor has any such claim for
nuisance been made or threatened in respect of such use by any person.

(11) LEGAL AND REGULATORY MATTERS

(a) LITIGATION. Except as described in Schedule "I" hereto, there are no
actions, suits, litigations, arbitrations, proceedings or claims in
progress, pending or threatened against or relating to Mineral Ridge,
the Vendor or CRL or likely to affect any of the Business, the Assets
or the Purchased Shares, there is no circumstance, matter or

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<PAGE>

thing known to the Vendor or CRL which might reasonably give rise to
any such proceeding and there is not outstanding or threatened against
Mineral Ridge, the Vendor or CRL any judgment, decree, injunction,
rule or order of or by any court or Governmental Authority having
jurisdiction.

(b) COMPLIANCE WITH LAWS. The operation of the Business is conducted in
compliance with all applicable Laws of each jurisdiction in which the
Business has been and is carried out and none of Mineral Ridge, the
Vendor or CRL have received any notice of any alleged material breach
or violation of any such Laws.

(c) COMPLIANCE DIRECTIVES. There are no outstanding compliance directives
or work orders relating to Mineral Ridge, the Assets or the Business
from any police, fire department, sanitation, health authorities,
environmental agencies, or from any other Government Authority,
department or agency, nor does Mineral Ridge, the Vendor or CRL have
notice that there are any matters under consideration by such
authorities relating to Mineral Ridge, the Assets or the Purchased
Shares.

(d) NOTICE OF DEFAULT/CLAIMS. None of Mineral Ridge, the Vendor or CRL
has received, from any Governmental Authority or a third party, any
notice of violation of any law or regulation or of any default,
violation or termination of any permits and licenses or of any fact or
circumstance which shall, or is likely to, result in such a default,
violation or termination.

(e) NO SEIZURE. Except in respect of the litigation described in
Schedule "I" hereto, there is no eminent domain, appropriation,
expropriation or seizure proceeding in respect of the Assets, the
Business or the Purchased Shares that is pending or that has been
threatened.

(f) LICENSES, REGISTRATIONS AND PERMITS. Mineral Ridge is duly qualified
to carry on, and holds all licenses, registrations and permits as may
be required for carrying on, the Business in all jurisdictions in
which the nature of the Business or the Assets make such
qualification, licenses, registrations and permits necessary.

(g) RECLAMATION. The Financial Statements and notes thereto accurately
disclose and describe all obligations of Mineral Ridge under all
applicable statutes for reclamation, site restoration and closure
requirements in respect of its Assets.

(12) TAXATION

There are no actions, suits, claims, proceedings, investigations or
audits now pending or threatened against Mineral Ridge, the Vendor or CRL in
respect of any Taxes affecting the Assets, the Business or the Purchased Shares
and there are no matters under discussion, audit or appeal with any Governmental
Authority relating to Taxes which, if not paid, would result in a lien or charge
on any of the Assets or the Purchased Shares. Mineral Ridge has fulfilled all
requirements under Laws for withholding of amounts from employees and has
remitted all amounts withheld to the appropriate authorities within the
prescribed times.

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<PAGE>

(13) EMPLOYMENT MATTERS

(a) EMPLOYEE CONTRACTS. Except as disclosed in Schedule "J" hereto,
Mineral Ridge is not a party to:

(i) any material written contract or commitment for the employment of
any officer or employee;

(ii) any agreement relating to the termination or notice of
termination of any employee which requires a specified notice
period or salary in lieu of notice;

(iii) any contract with or commitment to any labour union or
employees' association;

(iv) any pension, profit sharing, deferred compensation, retirement,
hospitalization, health, disability, termination, insurance or
similar plan or practice, formal or informal, with respect to its
employees, former employees or others, other than a stock option
plan or a group benefits plan; and

(v) any other contract that requires more than six months' notice of
termination.

(b) UNIONS. There are no current attempts to organize or establish any
labour union or employee association with respect to Mineral Ridge.

(c) NO GOLDEN PARACHUTES. Except in respect of the employment contracts
described in Schedule "J" hereto, neither the execution and delivery
of this Agreement nor the consummation of any of the transactions
contemplated hereby or thereby, whether individually or in the
aggregate, shall:

(i) result in any payment (including, without limitation, a
severance, unemployment compensation, termination, "golden
parachute", bonus or other payment) becoming due to any director,
officer, employee, agent or contractor of Mineral Ridge or of any
other person including CRL for which Mineral Ridge would be
liable in whole or in part under any plan, agreement or
otherwise; or

(ii) materially increase or result in the acceleration of the time of
payment of any salary or benefits otherwise payable by Mineral
Ridge to any director, officer, employee, agent or contractor of
Mineral Ridge or of any other person including CRL for which
Mineral Ridge would be liable in whole or in part.

(d) NO EMPLOYMENT DISPUTES. Mineral Ridge has not terminated the
employment of any employee in circumstances that may give rise to a
claim by such employee for wrongful dismissal, other than the claim of
Michelle Walker described in Schedule "I" hereto. No notice has been
received by Mineral Ridge or CRL of any complaint filed by any of its
employees against it, claiming that it has violated any

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<PAGE>

applicable employment standards or human rights or similar
legislation or of any applications, complaints or proceedings of
any kind involving Mineral Ridge or any of its employees before any
court, labour relations board or similar tribunal. There are no
pending or threatened work stoppages or labour disputes, charges or
unfair labour practices by any present or former employees of
Mineral Ridge. No event has occurred with respect to CRL, the
Vendor or Mineral Ridge which is likely to result in any claim or
action against Mineral Ridge under any Laws related to employment
or social security matters or any increase in social insurance
payroll assessments or any similar assessment payable by Mineral
Ridge.

(e) RETIREMENT AND BENEFITS PLANS. The Financial Statements and notes
thereto accurately disclose and describe all retirement and benefits
plans and pension obligations for present and past employees of
Mineral Ridge.

(14) INSURANCE

Mineral Ridge maintains such policies of insurance and insured
reclamation bonds, issued by responsible insurers, as are appropriate to or
statutorily required for the Business and its Assets, in such amounts and
against such risks as are customarily carried and insured against by owners of
comparable businesses, properties and assets. Except as disclosed in Schedule
"I" with respect to the reclamation bonding with Van American, all such policies
of insurance and insured reclamation bonds, are in full force and effect and
Mineral Ridge is not in default as to the payment of premiums or other terms of
any such policy. Schedule "K" hereto contains a complete list of all such
insurance policies and insured reclamation bonds carried by Mineral Ridge.

(15) BINDING AGREEMENT

This Agreement has been duly executed and delivered by the Vendor and
CRL and constitutes a legal, valid and binding obligation of the Vendor and CRL.

(16) OWNERSHIP OF PURCHASED SHARES

(a) The Vendor is the sole legal and beneficial owner of the Purchased
Shares, free and clear of all Encumbrances, except Permitted
Encumbrances.

(b) The Vendor is not acting as nominee, agent, trustee, executor,
administrator or other legal representative on behalf of any other
person who has a direct beneficial interest in the Purchased Shares.

(17) RESIDENCY

Mineral Ridge is a "non-resident" of Canada within the meaning of the
INCOME TAX ACT (Canada).

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<PAGE>

(18) NO COMMISSION

Neither the Vendor nor CRL has taken any action that would result in a
brokerage commission, finder's fee or other like payment being payable by any
party hereto with respect to the transactions contemplated hereby.

(19) APPROVALS

Except as disclosed in Schedule "M" hereto or as otherwise specified
in this Agreement or the VGC Subscription Agreement, no exemption, consent,
approval, order or authorization of any court, Governmental Authority, stock
exchange or any third party is required by, or with respect to, the Vendor, CRL
or Mineral Ridge in connection with the execution, delivery and performance of
this Agreement by the Vendor or CRL or the consummation by the Vendor or CRL of
any of the transactions contemplated hereby.

(20) REPRESENTATIONS AND WARRANTIES OF MINERAL RIDGE IN RESTATED AND
AMENDED LOAN AGREEMENT

The representations and warranties of Mineral Ridge set out in Article
VI of the restated and amended loan agreement between Mineral Ridge and Dresdner
dated as of October 21, 1998, other than:

(a) the representations and warranties set out in Sections 6.5 and 6.7;
and

(b) the representations set out in Sections 6.6 and 6.18, insofar as they
pertain to the Purchaser or VGC,

are, and will on the Closing Date, be true, complete and accurate.

(21) SECURITIES LAWS

(a) PURCHASE AS PRINCIPAL. CRL is purchasing the VGC Shares as
principal for its own account, and not for the benefit of any
other person, for investment only and not with a view to resale
or distribution.

(b) NO ADVERTISEMENT. The offering and sale of the VGC Shares to CRL
were not made through an advertisement of the VGC Shares in
printed media of general and regular paid circulation, radio or
television or any other form of advertisement, and, to its
knowledge, CRL has not received an offering memorandum as such
term is defined under the Securities Laws, and CRL acknowledges
that it is not purchasing the VGC Shares as a result of any form
of general solicitation or general advertising including
advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or
broadcast over radio, or television, or any seminar or meeting
whose attendees have been invited by general solicitation or
general advertising.

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<PAGE>

(c) NO INSIDER INFORMATION. The VGC Shares are not being purchased
by CRL as a result of any material information concerning the
Company that has not been publicly disclosed and CRL's decision
to enter into this agreement and acquire the VGC Shares has not
been made as a result of any verbal or written representation as
to fact or otherwise made by or on behalf of the Company or any
other person and is based entirely upon currently available
public information concerning the Company.

(d) FINANCIAL KNOWLEDGE. CRL has such knowledge and experience in
financial and business affairs as to be capable of evaluating the
merits and risks of the investment hereunder in the VGC Shares
and is able to bear the economic risk of loss of such investment.

(e) "U.S. PERSON". CRL is not a "U.S. Person" as defined in
Regulation S under the U.S. Securities Act.

(f) INVESTMENT ONLY. CRL has no intention to distribute either
directly or indirectly any of the VGC Shares in the United States
or to "U.S. Persons"; provided, however, that CRL may sell or
otherwise dispose of any of the VGC Shares pursuant to
registration thereof pursuant to the U.S. Securities Act and any
applicable state securities laws or under an exemption from such
registration requirements.

(g) NO U.S. REGISTRATION. CRL understands that the VGC Shares have
not been and will not be registered under the U.S. Securities Act
and that the sale contemplated hereby is being made in reliance
on an exemption from such registration requirement.

(h) ACCREDITED INVESTOR. CRL is an Accredited Investor and is a
corporation not formed for the specific purpose of acquiring the
VGC Shares, with total assets in excess of $5,000,000.

(i) NO "DIRECTED SELLING EFFORTS". CRL acknowledges that it has not
purchased the VGC Shares as a result of, and will not itself
engage in, any "directed selling efforts" (as defined in
Regulation S under the U.S. Securities Act) in the United States
in respect of the VGC Shares which would include any activities
undertaken for the purpose of, or that could reasonably be
expected to have the effect of, conditioning the market in the
United States for the resale of the VGC Shares; provided,
however, that CRL may sell or otherwise dispose of any of the VGC
Shares pursuant to registration of the VGC Shares pursuant to the
U.S. Securities Act and any applicable state securities laws or
under an exemption from such registration requirements and as
otherwise provided herein.

(j) ADDRESS OF CRL. The office of CRL at which CRL received and
accepted the offer to purchase the VGC Shares is the address
listed on the first page of this Agreement.

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<PAGE>

(k) U.S. RESALE RESTRICTIONS. CRL agrees that if it decides to
offer, sell or otherwise transfer any of the VGC Shares, it will
not offer, sell or otherwise transfer any of such VGC Shares
directly or indirectly, unless:

(i) the sale is to VGC;

(ii) the sale is made outside the United States in a transaction
meeting the requirements of Rule 904 of Regulation S under
the U.S. Securities Act and in compliance with applicable
local laws and regulations;

(iii) the sale is made pursuant to the exemption from the
registration requirements under the U.S. Securities Act
provided by Rule 144 thereunder and in accordance with any
applicable state securities or "Blue Sky" laws; or

(iv) the VGC Shares are sold in a transaction that does not
require registration under the U.S. Securities Act or any
applicable U.S. state laws and regulations governing the
offer and sale of securities, and it has prior to such sale
furnished to VGC an opinion reasonably satisfactory to VGC.

(l) CANADIAN RESALE RESTRICTIONS. CRL acknowledges that if it
decides to offer, sell or otherwise transfer any of the VGC
Shares in Canada, such securities may be offered or sold or
otherwise transferred only:

(i) pursuant to an exemption from the registration and
prospectus requirements under the Securities Laws or the
securities legislation of the province of Canada in which
such trade is occurring, and with the prior consent of The
Toronto Stock Exchange; or

(ii) if 12 months has elapsed from the date of the issue of the
VGC Shares, and at that time CRL is not a control person of
VGC, no unusual effort is made to prepare the market or
create a demand for the VGC Shares and no extraordinary
commission or other consideration is paid in respect of such
offer, sale or transfer.

(m) LEGEND. CRL acknowledges that all certificates issued
representing the VGC Shares, as well as all certificates issued
in exchange for or in substitution therefor, will bear legends to
the following effect:

"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE FOLLOWING HOLD PERIOD AND RESALE RESTRICTIONS:

1. B.C. LEGEND -- THE COMMON SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A HOLD PERIOD IN THE PROVINCE OF
BRITISH COLUMBIA AND MAY NOT

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<PAGE>

BE TRADED IN BRITISH COLUMBIA UNTIL OCTOBER 21, 1999,
EXCEPT AS PERMITTED BY THE SECURITIES ACT (BRITISH
COLUMBIA) AND THE REGULATIONS AND RULES MADE THEREUNDER.
A NEW CERTIFICATE, NOT BEARING THIS LEGEND, MAY BE
OBTAINED FROM THE COMPANY UPON DELIVERY OF THIS
CERTIFICATE AT ANY TIME AFTER OCTOBER 21, 1999.

2. U.S. LEGEND -- THE COMMON SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE
HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE
BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE 1933 ACT OR (C) WITHIN THE UNITED
STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION
UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF
APPLICABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT
CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON
STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, NOT BEARING
THIS LEGEND, MAY BE OBTAINED FROM THE COMPANY'S REGISTRAR
AND TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND
EITHER A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY
TO SUCH REGISTRAR AND TRANSFER AGENT AND THE COMPANY, TO THE
EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH
RULE 904 OF REGULATION S UNDER THE 1933 ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH
SALE IS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT."

(n) RECORD OF TRANSFER. CRL understands and acknowledges that the
Company, at its option, may not record a transfer without first
being satisfied that such transfer is exempt from or not subject
to registration under the U.S. Securities Act or the securities
laws of any state of the United States or is exempt from or not
subject to the registration and prospectus requirements under the
Securities Laws or the securities legislation of the province of
Canada in which such transfer is occurring.

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<PAGE>

3.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND VGC

The Purchaser and VGC represent and warrant to and in favour of the
Vendor and CRL as follows and acknowledge that the Vendor and CRL are relying
upon such representations and warranties as an inducement to enter into this
Agreement and to consummate the transactions contemplated hereby, that as at the
date hereof:

(1) CORPORATE STATUS AND AUTHORITY

(a) CORPORATE STATUS OF THE PURCHASER. The Purchaser is a company that is
duly incorporated and validly existing under the laws of the State of
Nevada and in good standing under applicable corporate statutes.

(b) CORPORATE STATUS OF VGC. VGC is a corporation that is duly continued
and validly existing under the laws of the Yukon Territory and in good
standing under the BUSINESS CORPORATIONS ACT (Yukon Territory).

(c) CORPORATE POWER AND AUTHORITY OF THE PURCHASER. The Purchaser has the
corporate power and authority to enter into this Agreement, to perform
its obligations hereunder and to acquire legal and beneficial title to
and ownership of the Purchased Shares from CRL on the terms and
conditions hereof.

(d) CORPORATE POWER AND AUTHORITY OF VGC. VGC has the corporate power and
authority to enter into this Agreement, and to perform its obligations
hereunder.

(e) NO BANKRUPTCY PROCEEDINGS. No proceedings have been taken or
authorized by the Purchaser or VGC or, to the best of the knowledge of
the Purchaser or VGC, by any other person, with respect to the
bankruptcy, insolvency, liquidation, dissolution, or winding-up of the
Purchaser or VGC.

(2) NO DEFAULT

The execution and delivery of this Agreement, the fulfilment of or
compliance with the terms and provisions hereof and the issue, sale and delivery
on the Closing Date of the VGC Shares, do not and will not result in a breach of
and do not create a state of facts which, after notice or lapse of time, or
both, will result in a breach of, and do not and will not conflict with, any of
the terms, conditions or provisions of the constating documents of the Purchaser
or VGC or any trust indenture, agreement or instrument to which the Purchaser or
VGC is a party or by which the Purchaser or VGC is contractually bound or will
be contractually bound on the Closing Date.

(3) BINDING AGREEMENT

This Agreement has been duly executed and delivered by the Purchaser
and VGC and constitutes a legal, valid and binding obligation of the Purchaser
and VGC.

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<PAGE>

(4) SHARE CAPITAL

The authorized share capital of VGC consists of an unlimited number of
common shares without par value and an unlimited number of preferred shares, of
which 89,152,540 common shares are issued and outstanding on the date hereof as
fully paid and non-assessable shares.

(5) DISCLOSURE DOCUMENTS

The following disclosure documents of VGC:

(a) the audited annual financial statements for the year ended
December 31, 1997;

(b) the management information and proxy circular dated as of May 11, 1998
for VGC's 1998 annual general meeting;

(d) the Form 20-F of VGC dated March 30, 1998; and

(e) the quarterly reports to shareholders on the interim financial periods
ended March 31, 1998 and June 30, 1998,

were, at their respective dates of issue or publication, true and
correct in all material respects, contained no misrepresentations and
were prepared in accordance with and complied with applicable laws,
regulations, policy statements and rules.

(6) NO ENCUMBRANCES ON VGC SHARES

At their time of issue, the VGC Shares will be free and clear of all
Encumbrances, other than those created by, or imposed upon, the holders thereof
through no action of VGC.

(7) LISTING OF VGC SHARES

The common shares in the capital of VGC are listed and posted for
trading on the Stock Exchanges.

(8) REPORTING ISSUER STATUS

VGC is a reporting issuer under the SECURITIES ACT (British Columbia),
and is in compliance with its obligations thereunder.

(9) NO COMMISSION

Neither the Purchaser nor VGC has taken any action that would result
in a brokerage commission, finder's fee or other like payment being payable by
any party hereto with respect to the transactions contemplated hereby.

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PART 4

COVENANTS

4.1 COVENANTS OF THE VENDOR AND CRL

(1) AGREEMENT DATE TO CLOSING

Each of the Vendor and CRL covenants and agrees with the Purchaser and
VGC that, from the date of this Agreement to the Closing, it shall, and shall
cause Mineral Ridge to:

(a) ACCESS. Allow the Purchaser, VGC and their representatives reasonable
access to the premises and the properties of the Vendor and Mineral
Ridge and to the files, books, records and offices of the Vendor and
Mineral Ridge, including, without limitation, any and all information
relating to the Vendor's and Mineral Ridge's tax matters, contracts,
leases, licences and real, personal and intangible property and
financial condition. The Vendor and Mineral Ridge shall cause the
Vendor's and Mineral Ridge's auditors to cooperate with the
Purchaser's auditors in making available to the Purchaser and VGC all
financial information reasonably requested, including, without
limitation, the right to examine the working papers pertaining to tax
matters and financial statements prepared or audited by the Vendor's
and Mineral Ridge's auditors;

(b) CONSULTATION. Permit the Purchaser's representatives to meet with the
Vendor's and Mineral Ridge's directors, officers and employees and
attend such business meetings and provide the Purchaser with such
periodic reports, as the Vendor may reasonably request to permit the
Vendor to become and remain informed as to the Vendor's and Mineral
Ridge's business, assets and operations;

(c) CONDUCT BUSINESS IN THE ORDINARY COURSE. Except as otherwise provided
in this Agreement, operate the Business in the usual, regular and
ordinary manner and, to the extent consistent with such operation,
keep available the services of Mineral Ridge's present directors,
officers and employees (subject to voluntary resignations and
dismissals in accordance with proper business practices) and preserve
its and Mineral Ridge's relationships with clients and others having
business dealings with Mineral Ridge;

(d) NO ENCUMBRANCES ON ASSETS. Refrain from creating or permitting any
Encumbrance, other than Permitted Encumbrances, on the Assets in whole
or in part and from selling, transferring or otherwise disposing of
the Assets;

(e) NO ENCUMBRANCES ON SHARES. Refrain from creating or permitting any
Encumbrance, other than Permitted Encumbrances, on the Purchased
Shares;

(f) NO DIVIDENDS. Refrain from declaring any dividends or making any
other distributions in respect of capital stock of Mineral Ridge;

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<PAGE>

(g) NO CHANGE TO MATERIAL CONTRACTS. Refrain from amending or varying any
of the Material Contracts or enter into any other Material Contract;

(h) MAINTAIN INSURANCE. Maintain in full force and effect all of the
Vendor's, CRL's and Mineral Ridge's policies of insurance and insured
reclamation bonds or renewals of such policies or bonds now in effect
in respect of Mineral Ridge, the Assets, the Business, and Mineral
Ridge's directors, officers and employees, and shall give all notices
and present all claims under all existing policies in a due and timely
fashion as may be reasonably required in accordance with prudent
business practice;

(i) RESTRICTIONS ON LOANS. Ensure that Mineral Ridge does not incur any
borrowings;

(j) RESTRICTIONS ON CERTAIN COMMITMENTS. Ensure that Mineral Ridge does
not enter into commitments in the nature of a capital expenditure and
that Mineral Ridge does not incur any contingent liability;

(k) NO AMENDMENT TO CHARTER DOCUMENTS. Except as otherwise provided in
this Agreement, not amend Mineral Ridge's Constating Documents or
change in any manner Mineral Ridge's authorized capital or the rights,
privileges, restrictions and conditions attaching to any of Mineral
Ridge's share capital;

(l) NO APPOINTMENTS OF NEW DIRECTORS OR OFFICERS. Ensure that Mineral
Ridge does not appoint any new directors or officers;

(m) MAINTAIN REGISTRATIONS. Use its best efforts to maintain all of
Mineral Ridge's registrations, licenses and permits, and the
registrations, licences and permits of Mineral Ridge's directors,
officers and employees, in good standing with such Regulatory
Authorities as are necessary to permit Mineral Ridge and its
directors, officers and employees to carry on the Business as
presently carried on;

(n) COMPLIANCE WITH LAWS. Comply in all material respects with all laws
applicable to it and to the conduct of the Business;

(o) OBTAIN CONSENTS. Use its best efforts to obtain, and where required
for the operation of the Business, to transfer to Mineral Ridge, all
necessary Governmental Authorizations, and all necessary releases,
waivers, consents and approvals as may be required to complete the
Vendor's obligations under this Agreement and to consummate the
transactions contemplated by this Agreement, and all such releases,
waivers, consents and approvals shall be in form and substance
satisfactory to the Purchaser, acting reasonably;

(p) MAINTENANCE OF BOOKS AND RECORDS. Maintain Mineral Ridge's books of
account and records in the usual, regular and ordinary manner, in
accordance with generally accepted accounting principles applied on a
consistent basis;

-24-
<PAGE>

(q) NOTICE OF MATERIAL DEVELOPMENTS. Notify the Purchaser and VGC as soon
as any of its or Mineral Ridge's directors or officers have determined
that a state of facts exist which results in, or shall result in:

(i) any representation and warranty of the Vendor or CRL being untrue
or incorrect in any material respects;

(ii) the non-fulfilment of any conditions set forth in this Agreement;
or

(iii) any adverse material change in the business, operations,
assets, liabilities, ownership, capital or financial position or
condition of Mineral Ridge, or change in a material fact that has
a significant adverse affect on, or would reasonably be expected
to have a significant adverse affect on, the business,
operations, assets, liabilities, ownership, capital or financial
position or condition of Mineral Ridge; and

(r) PERMIT REPRESENTATIVE TO MANAGE BUSINESS AND OPERATIONS. Take such
reasonable steps as are necessary to allow a representative of the
Purchaser or VGC to manage the business and operations of Mineral
Ridge at the Mineral Ridge mine.

The Vendor and CRL acknowledge that the Purchaser and VGC are relying
upon the foregoing covenants and agreements as an inducement to enter into this
Agreement and to consummate the transactions contemplated by this Agreement.

(2) AT CLOSING

In addition to the foregoing, each of the Vendor and CRL covenants and
agrees with the Purchaser and VGC that it shall, and shall cause Mineral Ridge
to, ensure that immediately prior to the Closing:

(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Vendor and CRL shall be true and correct in all material respects;

(b) EXECUTION AND DELIVERY RATIFIED AND AUTHORIZED. The execution and
delivery of this Agreement and the performance by each of the Vendor
and CRL of its respective obligations under this Agreement shall be
duly and validly ratified and authorized by the Board of Directors of
the Vendor and CRL, as the case may be; and

(c) DUE EXECUTION. This Agreement shall be duly executed and delivered by
the Vendor and CRL and constitute a valid and binding obligation of
the Vendor enforceable against the Vendor and CRL.

-25-
<PAGE>

4.2 COVENANTS OF THE PURCHASER AND VGC

(1) GENERAL

Each of the Purchaser and VGC covenants and agrees with the Vendor and
CRL as follows:

(a) COMPLETION OF DUE DILIGENCE. The Purchaser and VGC shall use their
best efforts to complete their due diligence investigations on or
before October 12, 1998;

(b) CONSENT OF STOCK EXCHANGES. VGC will use its best efforts to obtain
the consent of the Stock Exchanges and comply with all other
regulatory requirements, requirements of the Stock Exchanges and
requirements of the Securities Laws and U.S. Securities Laws
applicable to the offering and sale of VGC Shares to CRL on a "private
placement" basis as contemplated by this Agreement prior to the
Closing Date; and

(c) LISTING OF VGC SHARES. VGC will use its best efforts to ensure that
the VGC Shares will be listed and posted for trading on the Stock
Exchanges.

The Purchaser and VGC acknowledge that the Vendor and CRL are relying
upon the foregoing covenants and agreements as an inducement to enter into this
Agreement and to consummate the transactions contemplated by this Agreement.

(2) AT CLOSING

In addition to the foregoing, each of the Purchaser and VGC covenants
and agrees with the Vendor and CRL that immediately prior to the Closing:

(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Purchaser and VGC shall be true and correct in all material
respects;

(b) EXECUTION AND DELIVERY RATIFIED AND AUTHORIZED. The execution and
delivery of this Agreement and the performance by each of the
Purchaser and VGC of its respective obligations under this Agreement
shall be duly and validly ratified and authorized by the Board of
Directors of the Purchaser and VGC, as the case may be; and

(c) DUE EXECUTION. This Agreement shall be duly executed and delivered by
the Purchaser and VGC and constitute a valid and binding obligation of
the Purchaser and VGC, enforceable against the Purchaser and VGC.

-26-
<PAGE>

PART 5

CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

The obligations of the parties to complete the sale of the Purchased
Shares and the transactions contemplated by this Agreement are subject to the
following conditions being satisfied on or before the Closing, which conditions
are for the mutual benefit of all parties to this Agreement and may be waived in
whole or in part only if jointly waived by all of the parties to this Agreement:

(a) all material approvals, authorizations or consents, including
approvals by Governmental Authorities, regulatory authorities, third
parties and judicial approvals and orders legally required for the
consummation of the Agreement and the transactions contemplated by
this Agreement, shall have been obtained or received from the persons,
authorities or bodies having jurisdiction in the circumstances;

(b) none of the approvals, authorizations, consents, orders, laws or
regulations contemplated in this Section 5.1 shall have contained
terms or conditions or require undertakings or security deemed
unsatisfactory or unacceptable by any of the parties acting
reasonably;

(c) an agreement, or agreements, in form and substance acceptable to VGC,
shall have been entered into among Mineral Ridge, the Vendor, CRL and
Dresdner whereunder:

(i) the terms of the indebtedness of Mineral Ridge to Dresdner are
amended in a manner satisfactory to VGC;

(ii) Dresdner consents to the acquisition of Mineral Ridge by the
Purchaser; and

(iii) Dresdner agrees to release the Vendor and CRL of all
obligations and liabilities undertaken by the Vendor or CRL in
connection with the debt financing of Mineral Ridge and the
Business, including the pledge of the Vendor's issued and
outstanding shares by CRL and the pledge of the issued and
outstanding shares of Touchstone Resources Company and Mineral
Ridge by the Vendor,

and such other documents as may be required to give effect thereto;

(d) agreements shall have been entered into among Mineral Ridge, the
Vendor, CRL, the Purchaser, VGC and Dresdner and such other creditors
of Mineral Ridge, the Vendor or CRL as may be necessary to release
each of the Vendor and CRL of all its liabilities, whether as
principal debtor or guarantor, in respect of the development or
operation of Mineral Ridge and the Business, including

-27-
<PAGE>

agreements with a reclamation bonding company and such other
documents necessary to give effect thereto; and

(e) there shall be no inter-company balances owing between Mineral Ridge
and either of the Vendor or CRL, and Mineral Ridge, the Vendor and CRL
shall have executed and delivered such releases of such inter-company
balances as may be requested by the Purchaser and VGC.

5.2 CONDITIONS FOR THE BENEFIT OF THE VENDOR AND CRL

The obligation of the Vendor and CRL to complete the sale of the
Purchased Shares and the transactions contemplated by this Agreement is subject
to the satisfaction on or before the Closing, for the exclusive benefit of the
Vendor and CRL, of each of the following conditions:

(a) the representations and warranties of the Purchaser shall be true and
correct in all material respects as at the Closing with the same force
and effect as if such representations and warranties had been made at
and as of the Closing;

(b) the Purchaser and VGC shall have, in all material respects, performed
and complied with all covenants and agreements contained in this
Agreement to be performed or complied with, or caused to be performed
or complied with, by the Purchaser and VGC at or prior to the Closing;

(i) the VGC Subscription Agreement duly executed by VGC, together
with a cheque in the amount of $250,000 representing the purchase
price for the CRL Shares;

(ii) certified copies of resolutions of the directors of the Purchaser
and VGC approving this Agreement and all other transactions
contemplated by this Agreement; and

(iii) such other documentation and assurances as may be reasonably
required by the Vendor, or CRL, or their counsel;

(d) each of the Purchaser and VGC shall have delivered to the Vendor and
CRL a certificate, dated as of the Closing, and signed by any two of
its officers certifying that:

(i) the representations and warranties of the Purchaser and VGC
herein contained are true and correct at the Closing;

(ii) each of the Purchaser and VGC has performed and complied with all
covenants and agreements contained in this Agreement to be
performed or complied with by the Purchaser and VGC at or prior
to the Closing; and

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<PAGE>

(iii) all necessary corporate action has been taken by the
Purchaser and VGC to authorize the execution and delivery of this
Agreement and to consummate the transactions contemplated by this
Agreement; and

(e) counsel to the Purchaser and VGC shall have delivered to the Vendor
and CRL favourable legal opinions, dated the Closing, in form and
content to the reasonable satisfaction of the Vendor and CRL and with
respect to all such matters as the Vendor and CRL may reasonably
request including, without limitation, the following:

(i) each of the Purchaser and VGC is duly organized and is a validly
existing company, is in good standing under applicable laws, and
is duly qualified to carry on business and own property under the
laws of any other jurisdictions in which it carries on business
or owns property;

(ii) this Agreement has been duly authorized by all necessary
corporate action on the part of the Purchaser and VGC, has been
duly executed and delivered by and on behalf of the Purchaser and
VGC, and is valid and legally binding upon the Purchaser and VGC;

(iii) all necessary steps, authorizations and approvals have been
taken or obtained by the Purchaser and VGC to authorize the
execution and delivery by the Purchaser and VGC of the Agreement
and the performance of their respective obligations thereunder;

(iv) the authorized and issued share capital of VGC;

(v) the VGC Shares have been duly and validly allotted and issued as
fully paid and non-assessable shares in the capital of VGC;

(vi) the VGC Shares have been conditionally approved for listing on
the Stock Exchanges, subject to the filing of the required
documents within the time stipulated by the Stock Exchanges;

(vii) VGC is a reporting issuer not in default under the
SECURITIES ACT (British Columbia);

(viii) no prospectus is required and, except as have been obtained
or completed, no approval or consent of or filing with any
governmental authority in the British Columbia or the Stock
Exchanges is required in order to qualify the issuance and sale
by VGC of the VGC Shares except for the filing within 10 days of
the Closing Date of reports in prescribed form prepared and
executed in accordance with the Securities Laws and except as may
be required by the Stock Exchanges in connection with the sale of
the VGC Shares; and

(ix) the hold periods and resale restrictions applicable to the VGC
Shares under the Securities Laws.

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<PAGE>

The foregoing conditions are inserted for the exclusive benefit of the Vendor
and CRL and may be waived in whole or in part by the Vendor or CRL at any time.

5.3 CONDITIONS FOR THE BENEFIT OF THE PURCHASER AND VGC

The obligation of the Purchaser and VGC to complete the purchase of
the Purchased Shares and the transactions contemplated by this Agreement is
subject to the satisfaction on or before the Closing, for the exclusive benefit
of the Purchaser and VGC, of each of the following conditions:

(a) the representations and warranties of the Vendor and CRL herein and in
the VGC Subscription Agreement shall be true and correct in all
material respects as at the Closing with the same force and effect as
if such representations and warranties had been made at and as of the
Closing;

(b) the Vendor and CRL shall have, in all material respects, performed and
complied with all covenants and agreements contained in this Agreement
to be performed or complied with, or caused to be performed or
complied with, by the Vendor or CRL at or prior to the Closing;

(c) since the date of this Agreement, there shall not have been any
adverse material change in the business, operations, assets,
liabilities, ownership, capital or financial position or condition of
Mineral Ridge, or change in a material fact that has a significant
adverse affect on, or would reasonably be expected to have a
significant adverse effect on, the business, operations, assets,
liabilities, ownership, capital or financial position or condition of
Mineral Ridge;

(d) except as previously disclosed to and consented to in writing by VGC,
there being no outstanding options, warrants or other rights to
acquire shares of Mineral Ridge or any material change in compensation
or benefits arrangements with any director, officer or employee of
Mineral Ridge;

(e) the completion by VGC of a due diligence review satisfactory to VGC,
in its sole discretion, acting reasonably, of the financial condition,
business, affairs, properties and assets of Mineral Ridge;

(f) the receipt by the Purchaser and VGC of confirmation satisfactory to
the Purchaser and VGC that the purchase of the Purchased Shares and
the transactions contemplated by this Agreement have been approved by
the required majority of the shareholders of the Vendor and CRL or
that such approvals are not required;

(g) each of the Vendor and CRL shall have delivered to the Purchaser and
VGC a certificate, dated as of the Closing, and signed by any two of
its officers acceptable to the Purchaser and VGC certifying that:

(i) the representations and warranties of the Vendor and CRL herein
contained are true and correct at the Closing;

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<PAGE>

(ii) each of the Vendor and CRL has performed and complied with all
covenants and agreements contained in this Agreement to be
performed or complied with by the Vendor and CRL at or prior to
the Closing;

(iii) all necessary corporate action has been taken by the Vendor
and CRL to authorize the execution and delivery of this Agreement
and to consummate the transactions contemplated by this
Agreement; and

(iv) since the date of this Agreement there has not been any adverse
material change in the business, operations, assets, liabilities,
ownership, capital or financial position or condition of Mineral
Ridge, or change in a material fact that has a significant
adverse effect on, or would reasonably be expected to have a
significant adverse effect on, the business, operations, assets,
liabilities, ownership, capital or financial position or
condition of Mineral Ridge;

(h) the Vendor and CRL shall have delivered to the Purchaser:

(i) resignations in writing of all directors and officers of Mineral
Ridge;

(ii) certified copies of resolutions of the directors of the Vendor
approving the transfer of the Purchased Shares to the Purchaser
and all other transactions contemplated by this Agreement;

(iii) duly executed share certificates registered on the books of
Mineral Ridge in the name of the Purchaser representing the
Purchased Shares;

(iv) confirmation, in a form satisfactory to VGC, that the execution
and performance of this Agreement by CRL and the Vendor has been
approved by the required majority of the shareholders of CRL and
the Vendor or that such approval is not required; and

(v) such other documentation and assurances reasonably required by
VGC or its counsel; and

(i) counsel to the Vendor and CRL shall have delivered to the Purchaser
and VGC favourable legal opinions, dated the Closing, in form and
content to the reasonable satisfaction of the Purchaser and VGC and
with respect to all such matters as the Purchaser and VGC may
reasonably request including, without limitation, the following:

(i) each of CRL, the Vendor and Mineral Ridge is duly organized and
is a validly existing company, is in good standing under
applicable laws, and is duly qualified to carry on business and
own property under the laws of any other jurisdictions in which
it carries on business or owns property;

(ii) Mineral Ridge has all necessary corporate power and authority to
own its Assets and to carry on its Business as now conducted;

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<PAGE>

(iii) this Agreement has been duly authorized by all necessary
corporate action on the part of the Vendor and CRL, has been duly
executed and delivered by and on behalf of the Vendor and CRL,
and is valid and legally binding upon the Vendor and CRL;

(iv) all necessary steps, authorizations and approvals have been taken
or obtained by the Vendor and CRL to authorize the execution and
delivery by the Vendor and CRL of the Agreement and the
performance of their respective obligations thereunder;

(v) so far as counsel is aware, none of the execution and delivery of
this Agreement, nor the fulfilment of its terms, conflicts or
shall conflict with or results or shall result in a breach of any
of the terms, conditions or provisions of the Constating
Documents of either the Vendor or Mineral Ridge, resolutions of
the shareholders and directors of the Vendor or Mineral Ridge,
any applicable laws, or, so far as counsel is aware, any material
license or permit issued to the Vendor or Mineral Ridge or any
material agreement or instrument to which the Vendor or Mineral
Ridge is a party, other than as disclosed in Schedule "E" to this
Agreement;

(vi) so far as counsel is aware, there is no threatened, pending or
actual litigation against or involving Mineral Ridge, other than
as disclosed in Schedule "I" to this Agreement;

(vii) the authorized and issued share capital of Mineral Ridge;

(viii) according to the register of shareholders of Mineral Ridge,
the Vendor is the registered holder of all of the issued and
outstanding shares of Mineral Ridge;

(ix) all necessary steps, authorizations and approvals have been taken
or obtained by Mineral Ridge to authorize the due and valid
transfer of the Purchased Shares at the Closing from the Vendor
to the Purchaser and the consummation of the transactions
contemplated by the Agreement; and

(x) the form of certificates representing the Purchased Shares comply
with the memorandum and articles of Mineral Ridge, the
requirements of the applicable corporate statutes of the State of
Nevada and have been duly approved by the directors of Mineral
Ridge,

it being understood that counsel may rely as to matters of fact, to
the extent appropriate in the circumstances, on certificates of the
Vendor's, CRL's and Mineral Ridge's auditors and on certificates of
the Vendor, CRL and Mineral Ridge executed on behalf of the Vendor,
CRL and Mineral Ridge by a senior officer of the Vendor, CRL and
Mineral Ridge, as the case may be.

The foregoing conditions are inserted for the exclusive benefit of the Purchaser
and VGC and may be waived in whole or in part by the Purchaser and VGC at any
time.

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<PAGE>

PART 6

SURVIVAL OF REPRESENTATIONS AND INDEMNITY

6.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

The representations, warranties and covenants of each of the parties
hereto contained in this Agreement shall survive the Closing and the completion
of the transactions contemplated hereby and shall continue in full force and
effect for a period of two years thereafter.

6.2 INDEMNITY

In addition to any other rights or remedies the Purchaser and VGC have
under this Agreement, each of the Vendor and CRL shall indemnify and save the
Purchaser and VGC harmless from and against all losses, costs, damages,
expenses, penalties and liabilities suffered or incurred by the Purchaser or VGC
by reason of:

(a) a breach of any representation or warranty, covenant or agreement in
this Agreement by the Vendor or CRL; and

(b) without limiting the generality of the foregoing, any Liability,
disclosed or undisclosed, known or unknown, determined or
undetermined, which was created or existing or arose out of acts or
omissions prior to the Closing in connection with the Assets, the
Business or the Purchased Shares which the Purchaser or VGC is
required to discharge, to the extent such Liability has not been
incurred or created by the Purchaser or VGC after the Closing.

PART 7

GENERAL

7.1 TIME AND PLACE OF CLOSING

The Closing shall take place at 9:00 a.m. (Vancouver time) on the
Closing Date at the offices of DuMoulin Black in Vancouver, British Columbia, or
at such other place or date as may be mutually agreed by the parties.

7.2 NOTICES

Any notice or other communication which is required or permitted to be
given pursuant to any provision of this Agreement shall be in writing, delivered
personally, by registered mail or by telecopy, and addressed as follows:

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<PAGE>

(a) in the case of a notice or other communication to the Vendor or CRL:

Cornucopia Resources Ltd.
Suite 540, Marine Building
355 Burrard Street
Vancouver, B.C.
Canada

Attention: Andrew F.B. Milligan

Telecopier Number: (604) 681-4170

with a copy to:

DuMoulin Black
10th Floor, 595 Howe Street
Vancouver, B.C.
V6C 2T5

Attention: Sargent H. Berner

Telecopier Number: (604) 687-8772

(b) in the case of a notice or other communication to the Purchaser or
VGC:

Vista Gold Corp.
Suite 3000, 370 Seventeenth Street
Denver, Colorado
U.S.A. 80202

Attention: Michael B. Richings

Telecopier Number: (604) 629-2499

with a copy to:

Ladner Downs
1200 Waterfront Centre
200 Burrard Street
P.O. Box 48600
Vancouver, British Columbia
V7X 1T2

Attention: William F. Sirett

Telecopier Number: (604) 687-1415

or such other address or telecopier number as a party may, from time to time,
advise the other parties hereto by notice in writing given in accordance with
the foregoing. The date of receipt of any such notice shall be deemed to be the
date of delivery thereof, if delivered, and on the day of telecopying, if
telecopied, provided such day is a Business Day and, if not, on the first
Business Day thereafter.

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<PAGE>

7.3 CONFIDENTIALITY AND DISCLOSURE

(a) Except as may be required by applicable laws, any information
concerning any of the Vendor, the Purchaser, CRL, VGC or Mineral Ridge
and their respective affiliates disclosed to the other parties to this
Agreement or their representatives, which has not been publicly
disclosed, shall be kept strictly confidential by them and shall not
be disclosed or used by the recipients thereof whether or not the
Closing occurs until publicly disclosed by the party to which such
information relates. Further, it is agreed and acknowledged that all
such information is being disclosed solely for the purpose of
completing the transactions contemplated by this Agreement and shall
not be used for any other purpose. In the event that the Closing does
not occur, all documents, if any, of a confidential nature, delivered
to the Vendor, the Purchaser, CRL or VGC or their respective
representatives and any copies thereof shall be immediately returned
to the party to which such information relates.

(b) Except as may be required under applicable laws, no press releases or
material change reports relating to the transactions contemplated
hereby shall be issued by any party to this Agreement, nor shall the
terms of this letter be disclosed to third parties other than the
representatives of the parties, without the mutual consent of the
other parties. All necessary press releases and material change
reports required form shall be submitted for approval by the party
preparing such press release or material change report to the other
parties prior to the filing thereof in accordance with applicable
laws.

7.4 DISPUTE RESOLUTION AND ARBITRATION

In the event of a dispute under or related to this Agreement, the
parties agree to negotiate diligently and in good faith the satisfactory
resolution of such dispute. Failing such resolution, the dispute shall be
resolved by binding arbitration pursuant to the COMMERCIAL ARBITRATION ACT
(British Columbia). Submission to arbitration shall be to a single arbitrator
appointed by agreement between the Purchaser and the Vendor within 10 days after
either party gives notice to the other specifying the matter to be submitted to
arbitration. Failing the appointment of an arbitrator within such 10 days the
arbitrator may be appointed in the manner provided under section 17 of the
COMMERCIAL ARBITRATION ACT (British Columbia). The arbitration shall take place
in the City of Vancouver, British Columbia.

7.5 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
therein and each of the parties irrevocably attorns to the jurisdiction of the
courts of British Columbia.

7.6 BINDING EFFECT

This Agreement shall be binding upon and shall enure to the benefit of
the parties hereto and their respective successors and permitted assigns.

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<PAGE>

7.7 TIME OF ESSENCE

Time is of the essence of this Agreement.

7.8 ASSIGNMENT

Subject to the express provisions of this Agreement, neither of the
parties may assign his or its rights or obligations under this Agreement without
the prior written consent of the other, such consent not to be unreasonably
withheld.

7.9 FURTHER ASSURANCES

Each of the parties, upon the request of any other party, whether
before or after the Closing, shall do, execute, acknowledge and deliver or cause
to be done, executed, acknowledged or delivered all such further acts, deeds,
documents, assignments, transfers, conveyances and assurances as may be
reasonably necessary or desirable to effect complete consummation of the
transactions contemplated by this Agreement.

7.10 EXPENSES

The Vendor and the Purchaser shall each pay their respective expenses
incurred in connection with this Agreement and the transactions contemplated by
this Agreement.

7.11 ENTIRE AGREEMENT

The terms and provisions contained in this Agreement constitute the
entire agreement between the parties pertaining to the subject matter hereof and
supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, between the parties with respect to the subject matter
hereof.

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<PAGE>

7.12 COUNTERPARTS AND FACSIMILE

This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument. This Agreement and any counterpart
thereof may be executed by telecopy and when delivered shall be deemed to be an
original.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

CORNUCOPIA RESOURCES INC.

Per: /s/ (AUTHORIZED SIGNATORY)
---------------------------------
Authorized Signatory

CORNUCOPIA RESOURCES LTD.

Per: /s/ (AUTHORIZED SIGNATORY)
-------------------------------
Authorized Signatory

VISTA GOLD HOLDINGS INC.

Per: /s/ MICHAEL B. RICHINGS
-------------------------------
Michael B. Richings,
President

VISTA GOLD CORP.

Per: /s/ MICHAEL B. RICHINGS
-------------------------------
Michael B. Richings,
President and Chief Executive Officer

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<PAGE>

SCHEDULE "A"

FINANCIAL STATEMENTS

[NOTE TO DRAFT: PROVIDED TO LADNER DOWNS BY CRL.]

A-1
<PAGE>

SCHEDULE "B"

LOANS AND CREDIT FACILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
LENDER TYPE OF AGREEMENT NATURE OF LOAN OR CREDIT FACILITY

Dresdner Mine Debt Financing Facility January 17, 1997 in the amount of $13.0 million with a $2.0 million
contingency reserve facility.

Dresdner Letter of Credit Modified Letter of Credit in the amount of $1,089,242.

Dresdner Hedge Facility 64,000 ounces Au for value $341.745 October 30,1998
4,000 ounces Au for value $406.550 October 30,1998
8,000 ounces Au for value $389.635 December 31,1998
4,000 ounces Au for value $410.640 March 31, 1999
8,000 ounces Au for value $394.905 June 30, 1999
4,000 ounces Au for value $416.380 September 30, 1999
8,000 ounces Au for value $400.265 December 31, 1999
</TABLE>

B-1

<PAGE>

SCHEDULE "C"

BANK FACILITIES

BANK OF AMERICA
401 SOUTH VIRGINIA STREET
RENO, NEVADA 89520-0025

<TABLE>
<CAPTION>
TYPE OF ACCOUNT CURRENCY ACCOUNT NUMBER G/L ACCOUNT AUTHORIZED PERSONS
<S> <C> <C> <C> <C>
General US 220200463 1041 Tom Rinaldi
Ray Lee
Brice Gubler
Dave Hembree
Andrew Milligan
Glenn Friesen
Karyn Bachert

Pacific Horizon US 1033 Glenn Friesen
Temporary Investment Karyn Bachert

Cultural Bond US 470035549 1341 Tom Rinaldi
Bureau of Land Management Ron Huntsinger, BLM
Security Account

BANK OF MONTREAL
595 BURRARD STREET
VANCOUVER, B.C.

General CDN 0004-1681-543 1030 Andrew Milligan
Glenn Friesen
Karyn Bachert

General US 0004-4655-147 1034 Andrew Milligan
Glenn Friesen
Karyn Bachert

RBC DOMINION SECURITIES
1800-666 BURRARD STREET
VANCOUVER, B.C.

Temporary Investment US 861-17072-10 1033 Glenn Friesen
</TABLE>

C-1
<PAGE>

SCHEDULE "D"

MATERIAL CONTRACTS

<TABLE>
<CAPTION>
OTHER PARTY TYPE OF AGREEMENT DATE AND AMOUNT OF CONTRACT
<S> <C> <C>
Dresdner Mine Debt Financing January 17, 1997 in the amount of
Facility, Collateral $13.0 million with a $2.0 million
Assignment of Material $2.0 million contingency reserve
Project Agreement, facility.
Collateral Assignment
of Accounts

Dresdner Letter of Credit Modified Letter of Credit in the
amount of $1,089,242.

Dresdner Hedge Facility Contracts for 100,000 ounces of
gold at various future dates and
prices. See Schedule "B".

D.H. Blattner & Open Pit Mining October 1, 1996 with scheduled
Sons, Inc. Contract unit prices.

Roberts & Schaefer Mineral Ridge Project August 20, 1998 in the original
Company Construction Contract fixed price amount of $12,399,672.

Van American Reclamation Bonding September 30, 1996 for 50% of the
estimated reclamation amount of
$1,604,086 and with a $32,801.72
annual premium.

Mary Mining Deed with Reservation December 30, 1996 in the amounts
Company, Inc. of Net Smelter Returns set out in Schedule "G".
Royalty

Benguetcorps USA, Royalty Agreement August 31, 1995 in the amounts
Inc. set out in Schedule "G".

Sierra Pacific Power Electric Service July 11, 1997 with a present
Company Agreement value of $1,104,317.81 at the
date of signing.
</TABLE>

D-1
<PAGE>

SCHEDULE "E"

MATERIAL CONTRACTS IN BREACH OR DEFAULT

<TABLE>
<CAPTION>
OTHER PARTY TYPE OF AGREEMENT NATURE OF BREACH OR DEFAULT
<S> <C> <C>
Dresdner Mine Debt Financing Certain material financial covenants and
Facility nonpayment of certain principal and interest
amounts from September 30, 1997.

Dresdner Letter of Credit Nonpayment of Letter of Credit fee for the
period from February 1, 1998 to September 30,
1998.

D.H. Blattner & Open Pit Mining Nonpayment of $1,466,746.90 for mining
Sons, Inc. Contract contracting invoices and certain other amounts
in a lien claim as described in Schedule "I".

Roberts & Mineral Ridge Project Nonpayment of $637,054.25 for holdbacks
Schaefer Construction Contract invoices and certain other amounts in a lien
Company claim as described in Schedule "I".

Van American Reclamation Bonding Failure to make payment which was requested
April 24, 1998 in the amount of $719,700
under the General Contract of Indemnity,
Section 2(b).

Mary Mining Deed with Reservation Failure to make payment in the amount of
Company, Inc. of Net Smelter Returns $60,000 due July 21, 1998 for advance royalty.
Royalty
</TABLE>

E-1
<PAGE>

SCHEDULE "F"

MINERAL RIGHTS AND LANDS

1. Unpatented Claims

Mineral Ridge Resources Inc.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
CLAIM NAME TOWNSHIP SECTION RANGE BOOK PAGE LOCATION DATE BLM SERIAL NUMBER
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
New Andrew V 2 S 1 38 E 94(182) 502(335) 9/2/84 324341
- ------------------------------------------------------------------------------------------------------------------
K 2 2 S 1, 2 38 E 94(182) 504(337) 9/1/84 324343
- ------------------------------------------------------------------------------------------------------------------
Wedge 4 2 S 1 38 E 111 329 2/4/87 403136
- ------------------------------------------------------------------------------------------------------------------
Wedge 5 2 S 1 38 E 111 330 2/4/87 403137
- ------------------------------------------------------------------------------------------------------------------
Wedge 8 2 S 2 38 E 111 333 2/5/87 403140
- ------------------------------------------------------------------------------------------------------------------
Wedge 9 2 S 1, 2 38 E 111(182) 334(341) 2/5/87 403141
- ------------------------------------------------------------------------------------------------------------------
Wedge 10 2 S 2 38 E 111 335 2/4/87 403142
- ------------------------------------------------------------------------------------------------------------------
Wedge 11 2 S 2 38 E 111 336 2/4/87 403143
- ------------------------------------------------------------------------------------------------------------------
Mineral Ridge 1 2 S 1 38 E 113 407 7/1/87 420478
- ------------------------------------------------------------------------------------------------------------------
Mineral Ridge 2 2 S 1 38 E 113 408 7/1/87 420479
- ------------------------------------------------------------------------------------------------------------------
Mineral Ridge 3 2 S 1 38 E 113(182) 409(339) 7/1/87 420480
- ------------------------------------------------------------------------------------------------------------------
Sue 1 2 S 2 38 E 182 371 11/29/95 725982
- ------------------------------------------------------------------------------------------------------------------
Sue 2 2 S 2 38 E 182 372 11/29/95 725983
- ------------------------------------------------------------------------------------------------------------------
Sue 3 2 S 2 38 E 182 373 11/29/95 725984
- ------------------------------------------------------------------------------------------------------------------
Sue 4 2 S 2 38 E 182 374 11/29/95 725985
- ------------------------------------------------------------------------------------------------------------------
Sue 5 2 S 2 38 E 182 375 11/29/95 725986
- ------------------------------------------------------------------------------------------------------------------
Sue 6 2 S 1, 2 38 E 182 376 11/29/95 725987
- ------------------------------------------------------------------------------------------------------------------
Sue 7 2 S 1, 2 38 E 182 377 11/29/95 725988
- ------------------------------------------------------------------------------------------------------------------
Sue 8 2 S 1 38 E 182 378 11/29/95 725989
- ------------------------------------------------------------------------------------------------------------------
NCY 1 2 S 11, 12 38 E 182 350 11/28/95 725990
- ------------------------------------------------------------------------------------------------------------------
NCY 2 2 S 1,2,11,12 38 E 182 351 11/28/95 725991
- ------------------------------------------------------------------------------------------------------------------
NCY 3 2 S 12 38 E 182 352 11/28/95 725992
- ------------------------------------------------------------------------------------------------------------------
NCY 4 2 S 1, 12 38 E 182 353 11/28/95 725993
- ------------------------------------------------------------------------------------------------------------------
NCY 5 2 S 12 38 E 182 354 11/28/95 725994
- ------------------------------------------------------------------------------------------------------------------
NCY 6 2 S 12 38 E 182 355 11/28/95 725995
- ------------------------------------------------------------------------------------------------------------------
NCY 7 2 S 1, 12 38 E 182 356 11/28/95 725996
- ------------------------------------------------------------------------------------------------------------------
NCY 8 2 S 12 38 E 182 357 11/28/95 725997
- ------------------------------------------------------------------------------------------------------------------
NCY 9 2 S 1, 12 38 E 182 358 11/28/95 725998
- ------------------------------------------------------------------------------------------------------------------
NCY 10 2 S 12 38 E 182 359 11/28/95 725999
- ------------------------------------------------------------------------------------------------------------------
NCY 11 2 S 1, 12 38 E 182 360 11/28/95 726000
- ------------------------------------------------------------------------------------------------------------------
NCY 12 2 S 1, 12 38 E 182 361 11/28/95 726001
- ------------------------------------------------------------------------------------------------------------------
NCY 13 2 S 11, 12 38 E 182 362 11/28/95 726002
- ------------------------------------------------------------------------------------------------------------------
NCY 14 2 S 12 38 E 182 363 11/28/95 726003
- ------------------------------------------------------------------------------------------------------------------
NCY 15 2 S 12 38 E 182 364 11/28/95 726004
- ------------------------------------------------------------------------------------------------------------------
NCY 16 2 S 12 38 E 182 365 11/28/95 726005
- ------------------------------------------------------------------------------------------------------------------
NCY 17 2 S 12 38 E 182 366 11/28/95 726006
- ------------------------------------------------------------------------------------------------------------------
NCY 18 2 S 12 38 E 182 367 11/28/95 726007
- ------------------------------------------------------------------------------------------------------------------
NCY 19 2 S 11, 12 38 E 182 368 11/29/95 726008
- ------------------------------------------------------------------------------------------------------------------
NCY 20 2 S 12 38 E 182 369 11/29/95 726009
- ------------------------------------------------------------------------------------------------------------------
NCY 21 2 S 12 38 E 182 370 11/29/95 726010
- ------------------------------------------------------------------------------------------------------------------
Con 1 2 S 1, 2 38 E 182 347 11/29/95 726011
- ------------------------------------------------------------------------------------------------------------------
Con 2 2 S 1, 2 38 E 182 348 11/29/95 726012
- ------------------------------------------------------------------------------------------------------------------
MIK 1 2 S 1 38 E 182 349 11/29/95 726013
- ------------------------------------------------------------------------------------------------------------------
Ben 1 2 S 1 38 E 184 312-313 3/29/96 735112
- ------------------------------------------------------------------------------------------------------------------
Ben 2 2 S 1 38 E 184 314-315 3/29/96 735113
- ------------------------------------------------------------------------------------------------------------------
Ben 3 2 S 1 38 E 184 316-317 3/29/96 735114
- ------------------------------------------------------------------------------------------------------------------
Ben 4 2 S 1, 2 38 E 184 318-319 3/29/96 735115
- ------------------------------------------------------------------------------------------------------------------
CC 1 2 S 7, 8 39 E 194 169 1/13/98 786167
- ------------------------------------------------------------------------------------------------------------------
CC 2 2 S 8 39 E 194 170 1/13/98 786168
- ------------------------------------------------------------------------------------------------------------------
CC 3 2 S 8 39 E 194 171 1/13/98 786169
- ------------------------------------------------------------------------------------------------------------------
CC 4 2 S 8 39 E 194 172 1/13/98 786170
- ------------------------------------------------------------------------------------------------------------------
CC 5 2 S 8 39 E 194 173 1/13/98 786171
- ------------------------------------------------------------------------------------------------------------------
CC 6 2 S 8 39 E 194 174 10/31/97 786172
- ------------------------------------------------------------------------------------------------------------------
CC 7 2 S 8 39 E 194 175 10/31/97 786173
- ------------------------------------------------------------------------------------------------------------------
CC 8 2 S 5, 8 39 E 194 176 10/31/97 786174
- ------------------------------------------------------------------------------------------------------------------
CC 9 2 S 5, 8 39 E 194 177 10/31/97 786175
- ------------------------------------------------------------------------------------------------------------------
CC 10 2 S 7, 8 39 E 194 178 1/13/98 786176
- ------------------------------------------------------------------------------------------------------------------
CC 11 2 S 7, 8 39 E 194 179 1/13/98 786177
- ------------------------------------------------------------------------------------------------------------------
CC 12 2 S 7, 8 39 E 194 180 1/13/98 786178
- ------------------------------------------------------------------------------------------------------------------
CC 13 2 S 5, 8 39 E 194 181 10/31/97 786179
- ------------------------------------------------------------------------------------------------------------------
CC 14 2 S 5, 8 39 E 194 182 10/31/97 786180
- ------------------------------------------------------------------------------------------------------------------
CC 15 2 S 5 39 E 194 183 10/31/97 786181
- ------------------------------------------------------------------------------------------------------------------
CC 16 2 S 5 39 E 194 184 10/31/97 786182
- ------------------------------------------------------------------------------------------------------------------
CC 17 2 S 7 39 E 194 185 10/29/97 786183
- ------------------------------------------------------------------------------------------------------------------
CC 18 2 S 7 39 E 194 186 10/29/97 786184
- ------------------------------------------------------------------------------------------------------------------
CC 19 2 S 6 39 E 194 187 10/29/97 786185
- ------------------------------------------------------------------------------------------------------------------
CC 20 2 S 6 39 E 194 188 10/29/97 786186
- ------------------------------------------------------------------------------------------------------------------
CC 21 2 S 5, 6 39 E 194 189 10/29/97 786187
- ------------------------------------------------------------------------------------------------------------------
CC 22 2 S 5 39 E 194 190 10/29/97 786188
</TABLE>

F-1
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
CLAIM NAME TOWNSHIP SECTION RANGE BOOK PAGE LOCATION DATE BLM SERIAL NUMBER
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Mark 1 1, 2 S 36, 1 38 E 9 419 2/9/73 89365
- ------------------------------------------------------------------------------------------------------------------
Mark 2 1, 2 S 36, 1 38 E 9 420 2/9/73 89366
- ------------------------------------------------------------------------------------------------------------------
Mark 3 2 S 1 38 E 9 421 2/9/73 89367
- ------------------------------------------------------------------------------------------------------------------
Mark 4 1, 2 S 36, 1 38 E 9 422 2/9/73 89368
- ------------------------------------------------------------------------------------------------------------------
Mark 5 1, 2 S 36, 1 38 E 9 423 2/9/73 89369
- ------------------------------------------------------------------------------------------------------------------
Mark 6 1 S 36 38 E 9 424 2/9/73 89370
- ------------------------------------------------------------------------------------------------------------------
Mark 7 2 S 36, 1 38 E 9 425 2/9/73 89371
- ------------------------------------------------------------------------------------------------------------------
Mark 8 1 S 36 38 E 9 426 2/9/73 89372
- ------------------------------------------------------------------------------------------------------------------
Mark 9 1, 2 S 1,6,36,31 38, 39 E 9 427 2/9/73 89373
- ------------------------------------------------------------------------------------------------------------------
Mark 10 1 S 36 38 E 9 428 2/9/73 89374
- ------------------------------------------------------------------------------------------------------------------
Mark 11 1 S 36, 31 38, 39 E 9 429 2/9/73 89375
- ------------------------------------------------------------------------------------------------------------------
Mark 12 1 S 36 38 E 9 430 2/9/73 89376
- ------------------------------------------------------------------------------------------------------------------
Mark 13 1 S 36, 31 38, 39 E 9 431 2/9/73 89377
- ------------------------------------------------------------------------------------------------------------------
Mark 14 1 S 36, 31 38, 39 E 9 432 2/9/73 89378
- ------------------------------------------------------------------------------------------------------------------
Mark 15 1 S 36, 31 38, 39 E 9 433 2/9/73 89379
- ------------------------------------------------------------------------------------------------------------------
Mark 16 1 S 36, 31 38, 39 E 9 434 2/9/73 89380
- ------------------------------------------------------------------------------------------------------------------
Mark 17 1 S 31 39 E 9 435 2/9/73 89381
- ------------------------------------------------------------------------------------------------------------------
Mark 18 1 S 36, 31 38, 39 E 9 436 2/9/73 89382
- ------------------------------------------------------------------------------------------------------------------
Mark 19 1 S 31 39 E 9 437 2/9/73 89383
- ------------------------------------------------------------------------------------------------------------------
Mark 21 2 S 1, 6 38, 39 E 9 439 2/12/73 89385
- ------------------------------------------------------------------------------------------------------------------
Mark 22 1, 2 S 31, 1, 6 38, 39 E 9 440 2/12/73 89386
- ------------------------------------------------------------------------------------------------------------------
Mark 23 1, 2 S 31, 6 39 E 9 441 2/12/73 89387
- ------------------------------------------------------------------------------------------------------------------
Mark 24 1, 2 S 31, 6 39 E 9 442 2/12/73 89388
- ------------------------------------------------------------------------------------------------------------------
Mark 25 1 S 31 39 E 9 443 2/12/73 89389
- ------------------------------------------------------------------------------------------------------------------
Mark 26 1, 2 S 31, 6 39 E 9 444 2/12/73 89390
- ------------------------------------------------------------------------------------------------------------------
Mark 27 1 S 31 39 E 9 445 2/12/73 89391
- ------------------------------------------------------------------------------------------------------------------
Mark 28 1, 2 S 31, 6 39 E 9 446 2/12/73 89392
- ------------------------------------------------------------------------------------------------------------------
Mark 29 1 S 31 39 E 9 447 2/12/73 89393
- ------------------------------------------------------------------------------------------------------------------
Mark 30 1 S 31 39 E 9 448 2/12/73 89394
- ------------------------------------------------------------------------------------------------------------------
Mark 31 1 S 31 39 E 9 449 2/12/73 89395
- ------------------------------------------------------------------------------------------------------------------
Mark 32 1 S 31 39 E 9 450 2/12/73 89396
- ------------------------------------------------------------------------------------------------------------------
Mark 33 2 S 1 38 E 9 451 2/13/73 89397
- ------------------------------------------------------------------------------------------------------------------
Mark 34 2 S 1 38 E 9 452 2/13/73 89398
- ------------------------------------------------------------------------------------------------------------------
Mark 35 2 S 1, 12 38 E 9 453 2/13/73 89399
- ------------------------------------------------------------------------------------------------------------------
Mark 36 2 S 1 38 E 9 454 2/13/73 89400
- ------------------------------------------------------------------------------------------------------------------
Mark 37 2 S 1, 12 38 E 9 455 2/13/73 89401
- ------------------------------------------------------------------------------------------------------------------
Mark 38 2 S 1, 12 38 E 9 456 2/13/73 89402
- ------------------------------------------------------------------------------------------------------------------
Mark 39 2 S 1, 6 38, 39 E 9 457 2/13/73 89403
- ------------------------------------------------------------------------------------------------------------------
Mark 40 2 S 1, 6 38, 39 E 9 458 2/13/73 89404
- ------------------------------------------------------------------------------------------------------------------
T.W. No. 1 2 S 6 39 E 7 453 7/14/72 89406
- ------------------------------------------------------------------------------------------------------------------
Bonanza # I 2 S 6 39 E 10 314 4/14/60 89408
- ------------------------------------------------------------------------------------------------------------------
Bonanza # II 2 S 6 39 E 10 315 4/14/60 89409
- ------------------------------------------------------------------------------------------------------------------
Mark 200 2 S 1 38 E 175 85 1/23/94 694688
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

F-2
<PAGE>

2. Patented Claims

<TABLE>
<CAPTION>
- ------------------------------------------
SUMMARY
Claims Acres
<S> <C> <C>
mine area, MMC 34 378.6
Blair, MMC 8 165.0
Valcalda Spgs, 1 125.0
MMC(1)
Silver Peak, MMC 2 9.6
- ------------------------------------------
SUBTOTAL, MMC 45 678.1
MRRI, Silver 0 0.9
Peak(2)
BUSA, mine area 9 169.9
- ------------------------------------------
GRAND TOTAL 54 848.9
- ------------------------------------------
</TABLE>
1. includes 120.0 acres FEE land
2. town lot

OWNERS (CLAIMANTS):
"MMC" Mary Mining Company, Inc., Trustee for the Land Trust Agreement,
Trust No. 6050934, dated March 8, 1993; c/o William McLean, Jr.,
707 Florida Ave., Tampa, Florida 33602; tele: 813 223 4785
"MRRI" Mineral Ridge Resources Inc., PO Box 67, Silver Peak, Nevada 89047
tele: 702 937 2266
"BUSA" Benguetcorps USA, Inc., c/o Robert V. Schnabel, 1110 Vermont Ave.,
N.W., Suite 600, Washington, D.C. 20005; tele: 202 638 2241
"DUD" and "ST" Helen Dudley and Stewarts (own overriding royalty in
certain lands)

LOC (LOCATION):
"MR" = Mineral Ridge; "BL" = Blair townsite; "SP" = Silver Peak;
"VS" = Valcalda Springs

<TABLE>
<CAPTION>
MIN PAT COUNTY LEASE SUB-OWNED
REFp CLAIMp SURVp NOp ACRESp BKp PGp LOCp OWNRp 1p 2p NOTESp
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
P57 Horned Toad 3507 197172 165.003 171 33 BL MMC Mary Mining patented
claims in the Pittsburg
group (8 claims) contain
165.003 acres
P58 Spider 3507 197172 171 33 BL MMC
P59 Scorpion 3507 197172 171 33 BL MMC
P60 Lizard 3507 197172 171 33 BL MMC
P61 Cactus 3507 197172 171 33 BL MMC
P62 Gnat 3507 197172 171 33 BL MMC
P63 Rattlesnake 3507 197172 171 33 BL MMC
P64 Pittsburg 3507 197172 171 33 BL MMC
P20 Mary 64 18078 20.660 3-B 207 MR MMC
P21 Elizabeth 1927 35160 20.357 2 64 MR MMC aka "Homestake", M.S. 63
P23 Last Chance 42 3311 2.520 M 32 MR MMC
Lode
P24 Western 43 3312 4.550 M 37 MR MMC
Soldier Lode
P25 Glory Lode 44 3313 2.020 M 42 MR MMC
P26 Crowning Glory 45 3314 2.720 M 47 MR MMC
Lode
P27 " " , 46 3315 0.680 M 52 MR MMC First Southern Extension
1st S. EXT. of the Crowning Glory Lode
P28 Drink Water 47 3318 2.290 M 58 MR MMC
Lode
P29 Valient 48 3160 0.910 M 22 MR MMC
P30 New York Lode 49 3319 2.730 M 65 MR MMC
P31 Chieftan Lode 50 3320 2.020 M 68 MR MMC
P32 Defiance 59 24006 19.210 V 560 MR MMC
P33 Sentinel 60 23857 19.750 W 86 MR MMC
P34 Golden Gate 61 23858 20.660 W 88 MR MMC
P35 Crown Lode 65-A 27739 2.880 W 436 MR MMC
P37 Blair 66 19164 14.070 V 407 MR MMC
P38 Antelope Mine 1736 28805 6.310 X 23 MR MMC
P39 Nevada 1738 28806 10.300 X 21 MR MMC
P40 Duplex 1739 29324 16.820 X 25 MR MMC
P41 Bangor 1740 29323 17.800 X 27 MR MMC
P43 Brooklyn 1742 28807 17.510 X 19 MR MMC
P44 Mohawk 3068 216115 171.784 3-B 202 MR MMC The entire Mohawk claim
group (13 claims) contains
171.784 acres
P45 Mohawk #1 3068 216115 3-B 202 MR MMC
P46 Mohawk #2 3068 216115 3-B 202 MR MMC
P47 Savage 3068 216115 3-B 202 MR MMC
P48 Oro Fino 3068 216115 3-B 202 MR MMC
P49 Poor 3068 216115 3-B 202 MR MMC
</TABLE>

F-3
<PAGE>

3. Patented Lands

(a) Southeast 1/4, Section 8
T.2 S., R.38 E.,
M. D. B. & M.

(b) North 1/2, Northeast 1/4, Section 17
T. 2 S., R.38 E.,
M.D.B. & M.

F-4
<PAGE>

SCHEDULE "G"

ROYALTY INTERESTS

1. MARY MINING COMPANY INC.

4% net smelter royalty ("NSR") where gold price less than or equal to
$500 per ounce

Applies to all properties acquired from Mary Mining Company Inc.

2. DUDLEY

2% NSR where gold price less than $400 per ounce

Applies to:

Soda Claim
Oregon Claim
Peoto Claim

3. DUDLEY

0.8% NSR where gold price less than $400 per ounce

Applies to:

Soleberry Claim
Gillespy Claim

4. STEWART

1.2% NSR where gold price less than $400 per ounce

Applies to:

Soleberry Claim
Gillespy Claim

G-1
<PAGE>

SCHEDULE "H"

EQUIPMENT
<TABLE>
<CAPTION>

Pin # 0238-01-002
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
ROLL TYPE ASSET YEAR NEW PROP. DESCRIPTION MODEL # SERIAL # ACQ.COST PC
LIFE ACQ.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U Fixed A 1996 Sea Container $ 4,467.00
U Fixed A 1996 Telephone Equipment $ 6,972.00
U Fixed A 1996 Telephone Equipment $ 10,000.00
U Fixed A 1996 Sea Container $ 4,467.00
U Fixed A 1996 Pump Water Well $ 71,128.00
U Fixed A 1996 Jayco Industrial Tanks $ 3,339.00
U Fixed A 1996 Telephone Equipment $ 4,953.00
U Fixed A 1997 yes Dust collection ducts $ 114,719.00 yes
U Fixed A 1997 yes Vibrating screens $ 526,642.00
U Fixed A 1997 yes Conveyor covers $ 10,421.00
U Fixed A 1997 yes Structural Steel $ 894,109.00
(crusher)
U Fixed A 1997 yes Rail $ 1,101.00
U Fixed A 1997 yes Radial Stacker $ 114,480.00
U Fixed A 1997 yes Tramp Iron Detector $ 9,603.00
U Fixed A 1997 yes Cement Bin $ 60,131.00
U Fixed A 1997 yes Pulleys Shafts and $ 50,458.00
Bearings
U Fixed A 1997 yes Feeders $ 271,132.00
U Fixed A 1997 yes Idelers $ 39,868.00
U Fixed A 1997 yes Dust Collectors $ 196,703.00 yes
U Fixed A 1997 yes Fans $ 3,759.00
U Fixed A 1997 yes Agglomeration Drum $ 55,072.00
U Fixed A 1997 yes ADR Plant Equipment $ 303,988.00
U Fixed A 1997 yes Belt Scale $ 16,177.00
U Fixed A 1997 yes Safety Shower $ 5,089.00
U Fixed A 1997 yes Magnet $ 19,344.00
U Fixed A 1997 yes Crusher $1,015,407.00
U Fixed A 1997 yes Air Compressor $ 42,543.00
U Fixed A 1997 yes Sewage Treatment $ 16,220.00
U Fixed A 1997 yes Crusher (engin. Labor $ 850,753.00
Cost)
U Fixed A 1997 yes Equip.(Const. $ 422,993.00
Management)
U Fixed A 1997 yes Equip. (General $2,829,079.00
Contract)
U Fixed A 1997 yes Misc. Electrical Parts $ 31,804.00
U Fixed A 1997 yes Emergency Power $ 10,326.00
U Fixed A 1997 yes Controls and $ 117,667.00
Instruments
U Fixed A 1997 yes Transformers $ 479,370.00
U Fixed A 1997 yes Chutes and Fumes $ 323,545.00
U Fixed A 1997 yes MCC Low Voltage $ 241,283.00
U Fixed A 1997 yes Mech Fasteners $ 6,884.00
U Fixed A 1997 yes Oil/Water Separator $ 63,332.00
U Fixed A 1997 yes Piping and Fittings $ 382,863.00
U Fixed A 1997 yes Cetrifigal Pump $ 92,906.00
U Fixed A 1997 yes Operator's Cab $ 27,536.00
U Fixed A 1997 yes Pre-Built Conveyors $ 395,499.00
U Fixed A 1997 yes Reducers $ 85,684.00

H-1
<PAGE>

- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
ROLL TYPE ASSET YEAR NEW PROP. DESCRIPTION MODEL # SERIAL # ACQ.COST PC
LIFE ACQ.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U Fixed A 1997 yes Conveyor Belting $ 42,450.00
U Fixed A 1997 yes Belt Wipers $ 23,014.00
U Fixed A 1997 yes Motors $ 14,719.00
U Fixed A 1997 yes Floor Sumps $ 3,485.00
U Fixed A 1997 yes 40 Foot Sea Container $ 3,233.00
U Fixed A 1997 yes Propane Tank $ 2,820.00
U Fixed A 1997 yes Ransom RH120 Vaporizer $ 5,390.00
U Fixed A 1997 yes Exhaust Fan $ 122.00
U Fixed A 1997 yes American Resources Transformer $ 1,000.00
U Fixed A 1997 yes Water Well Probe $ 1,027.00
U Fixed A 1997 yes Pea Gravel For Water Piping Syst $ 1,604.00
U Fixed A 1997 yes Process Equipment $ 28,190.00
U Mobile A 1987 Drafting Chair $ 40.00
U Mobile A 1987 Drafting Table $ 70.00
U Mobile A 1987 Drafting Table $ 70.00
U Mobile A 1987 Leroy Lettering Set $ 150.00
U Mobile A 1987 Drafting Table $ 70.00
U Mobile A 1987 Drafting Table $ 70.00
U Mobile A 1987 Drafting Chair $ 40.00
U Mobile A 1987 Planix 5000 Planimeter $ 914.00
U Mobile A 1993 Mine lamp w/charger 702C792 $ 303.00
U Mobile A 1993 Plainimeter $ 648.00
U Mobile A 1993 Mine lamp w/charger 610B592 $ 303.00
U Mobile A 1993 2-Way Hand Held Radio 426866 $ 100.00
U Mobile A 1993 2-Way Hand Held Radio 391496 $ 100.00
U Mobile A 1993 2-Way Hand Held Radio 426851 $ 100.00
U Mobile A 1993 Mine lamp w/charger 309N293 $ 303.00
U Mobile A 1993 Mine lamp w/charger 416T693 $ 303.00
U Mobile A 1994 Rolling Plan Holder $ 366.00
U Mobile A 1995 Water Level Probe $ 855.00
U Mobile A 1995 Hanging map File $ 75.00
U Mobile A 1995 Planimeter Battery $ 73.00
Pack
U Mobile A 1995 Drafting Table $ 200.00
U Mobile A 1995 Light Table $ 200.00
U Mobile A 1995 Flat Map File $ 125.00
U Mobile A 1996 yes Lab Equipment $ 1,144.00
U Mobile A 1996 Cabinets $ 24,300.00
U Mobile A 1996 Lab Equipment $ 66.00
U Mobile A 1996 Lab Equipment $ 1,024.00
U Mobile A 1996 BSI Resources Recovery Tanks $ 10,500.00
U Mobile A 1996 Lab Equipment $ 5,735.00
U Mobile A 1996 Welder $ 2,414.00
U Mobile A 1996 Safe $ 5,809.00
U Mobile A 1996 Lewis $ Lewis Survey Equipment $ 10,448.00
U Mobile A 1996 Lube Trailer $ 8,500.00
U Mobile A 1996 Lewis $ Lewis Survey Equipment $ 1,628.00
U Mobile A 1996 Legend Inc lab $ 25,129.00
Equipment
U Mobile A 1996 Envirotech Well Probe $ 872.00
U Mobile A 1997 yes Sample Equip. $ 121,708.00
U Mobile A 1997 yes Banding Machine $ 153.00

H-2
<PAGE>

- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
ROLL TYPE ASSET YEAR NEW PROP. DESCRIPTION MODEL # SERIAL # ACQ.COST PC
LIFE ACQ.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

U Mobile A 1997 yes Used Conveyors (6) $ 39,000.00
U Fixed A 1997 yes Wet/Dry Vacuum $ 182.00
U Fixed A 1997 yes Lab Equipment $ 335.00
U Fixed A 1997 yes Lab Equipment $ 997.00
U Fixed A 1997 yes Lab Equipment $ 2,258.00
U Fixed A 1997 yes Case 1845C Loader $ 26,210.00
U Fixed A 1997 yes Tool Box $ 279.00
U Fixed A 1997 yes Extication Device $ 153.00
U Fixed A 1997 yes Safety Supplies / Emergency ESCA $ 674.00
U Fixed A 1997 yes Trailer Jack $ 63.00
U Fixed A 1997 yes A-Frame Coupling $ 30.00
U Fixed A 1997 yes Bed Liner $ 357.00
U Fixed A 1997 yes Bed Liner $ 317.00
U Fixed A 1997 yes Safety Supplies $ 487.00
U Fixed A 1997 yes Bed Liner $ 320.00
U Fixed A 1997 yes Slide Projector $ 388.00
U Fixed A 1997 yes Bed Liner $ 320.00
U Fixed A 1997 yes Cross the bed tool box $ 279.00
U Fixed A 1997 yes Truck-down payment $ 5,000.00
U Fixed A 1997 yes Truck-down payment $ 5,000.00
U Fixed A 1997 yes 4wd Ambulance $ 4,250.00
U Fixed A 1997 yes 2wd Ambulance $ 3,000.00
U Fixed A 1997 yes Tool Box $ 262.00
U Fixed A 1997 yes Lug Wrench $ 10.00
U Fixed A 1997 yes Lewis $ Lewis Survey Equipment $ 216.00
U Fixed A 1997 yes Lab Equipment $ 229.00
U Fixed A 1997 yes Cross the bed tool box $ 262.00
U Fixed A 1997 yes Precision Instrument $ 230.00
U Fixed A 1997 yes Columbine Welder $ 5,764.00
U Fixed A 1997 yes 10 Foot Farm Disc $ 1,000.00
U Fixed A 1995 Fast Track Upgrade $ 98.00
U Fixed A 1995 Data Vac/2 Vacuum $ 135.00
U Fixed A 1996 Autocad-R13 $ 3,197.00
U Fixed A 1996 Computer Communication Snap Kit $ 222.00
U Fixed A 1996 HP 750 C ink Jet $ 7,369.00
Plotter
U Fixed A 1996 Gateway 2000 Computer $ 4,487.00
U Fixed A 1996 21' Vivitron Monitor $ 1,745.00
U Fixed A 1997 yes Computer Plc $ 221,398.00
U Fixed A 1997 Gateway 2000 Computer $ 3,329.00
U Fixed A 1997 yes Calculators $ 34.00
U Fixed A 1997 yes Douglas Moore Computer Printer $ 776.00
</TABLE>

H-3

<PAGE>

SCHEDULE "I"

LITIGATION

LITIGANT\PARTY RELATING TO NATURE OF LITIGATION\CLAIM
- -------------- ----------- --------------------------
<S> <C> <C>
D.H. Blattner & Open Pit Mining Contract Claim against Mineral Ridge
Sons, Inc. in the amount of
$1,466,746.90.

Roberts & Scheaffer Mineral Ridge Project Claim against Mineral Ridge
Construction Contract in the amount of
$637,054.25.

Michelle Walker Dismissal as Employee of Claim against Mineral Ridge
Mineral Ridge for employment
discrimination before Nevada
Equal Rights Commission and
the United States Equal
Employment Opportunity
Commission demanding back
pay of $38,000 and punitive
damages of $50,000.

Van American Reclamation Bonding Failure by Mineral Ridge to
make payment which was
requested April 24, 1998 in
the amount of $719,700 under
the General Contract of
Indemnity, Section 2(b).

J.D. Welsh & Long outstanding In respect of litigation in
Associates, Inc. litigation regarding. the Fifth Judicial District
Court for the State of
Nevada captioned J.D. WELSH
& ASSOCIATES, INC. V.
SUNSHINE PRECIOUS METALS,
INC., SUNSHINE MINING
COMPANY AND HOMESTEAD
MINERALS, INC.

John Torok\Barium, Ivanhoe Joint Venture - Threatened litigation
Inc. disclosure of information against CRL. Considered
spurious but CRL is advising
its insurer.
</TABLE>

I-1
<PAGE>

SCHEDULE "J"

EMPLOYMENT CONTRACTS

TOM RINALDI

Letter of appointment dated April 11, 1996 and subsequent confirmation letter of
September 14, 1998 dictates annual salary of $95,000 and severance the event of
a sale of Mineral Ridge or in the event of the position becoming redundant or
diminished due to a merger or takeover. Severance would consist of six months
salary, equivalent to $47,500 and six months continuance of medical and dental
coverage.

RAYMOND LEE

Salary of Raymond Lee is $65,000 annually. Letter dated September 14, 1998 for
confirmation of terms should termination occur as a result of the sale of
Mineral Ridge. Severance consisting of three months salary, equivalent to
$16,250 is payable under such terms. Additionally, medical and dental coverages
would continue for three months, if required.

J-1
<PAGE>

SCHEDULE "K"

INSURANCE

<TABLE>
<S> <C>
POLICY NO.: 3527 - 34 - 66

INSURER: Federal Insurance Company as arranged by Chubb Insurance
Company

COVERAGE: PROPERTY INSURANCE

LIMITS: $10,547,877 on Real and Personal Property

$ 890,000 on Mobile Equipment
$ 597,371 on Heap Leach Pad

SUB-LIMITS: $ 5,000,000 on Earthquake
$ 100,000 on Extra Expense

PERILS INSURED: "All Risks" of Direct Physical Loss or Damage including
Flood and Earthquake Perils

DEDUCTIBLES: $ 50,000 Each and Every Loss except
$ 100,000 On Flood
5% on Earthquake (minimum $250,000)

VALUATION: Replacement Cost except Actual Cash Value on mobile equipment
over 3 years old and Special Valuation on Heap Leach

EFFECTIVE: June 30, 1998 to June 30, 1999

POLICY NO.: 7322 - 62 - 11

INSURER: Federal Insurance Company as arranged by Chubb Insurance
Company

COVERAGE: COMMERCIAL GENERAL LIABILITY INSURANCE

LIMITS: $1,000,000 Each Accident or Occurrence
$1,000,000 General Aggregate
$1,000,000 Products & Completed Operations
$1,000,000 Advertising/Personal Injury
$1,000,000 Fire Damage
$1,000,000 Employee Benefits Administrative Errors & Omissions
Liability Insurance
$1,000,000 Stop-gap Employers' Liability
$ 25,000 Medical Expenses

DEDUCTIBLES: $ 5,000 Per Occurrence, Bodily Injury and Property Damage
$ 5,000 Per Claim on Empl Ben E&O Insurance
5% on Earthquake (minimum $250,000)

EFFECTIVE: June 30, 1998 to June 30, 1999

K-1
<PAGE>

POLICY NO.: 7838 - 71 - 80

INSURER: Chubb Insurance Company of Canada

COVERAGE: UMBRELLA LIABILITY INSURANCE

LIMITS: $3,000,000 Each Accident or Occurrence with respect to Bodily
Injury or Property Damage and in the Aggregate (where
applicable) in Excess of underlying $1,000,000 Commercial
General Liability Insurance

DEDUCTIBLES: NIL

EFFECTIVE: June 30, 1998 to June 30, 1999

- -------------------------------------------------------------------------------
</TABLE>

K-2
<PAGE>

SCHEDULE "L"

PERMITTED ENCUMBRANCES

TYPE OF
ENCUMBERING PARTY OBLIGATION SECURED SPECIFICS OF ENCUMBRANCE
- ----------------- ------------------ ------------------------
<S> <C> <C>
Dresdner Bank Mine Debt Financing Deed of Trust, (UCC) Financing
Facility, Gold Note, Statements and Supplemental Deed
Dollar Note, Letter of Trust
of Credit, Hedging
Agreement Collateral Assignment of Material
Project Agreements

Collateral Assignment of Accounts

Pledge of Purchased Shares

D.H. Blattner & Open Pit Mining Lien filed against title to the
Sons, Inc. Contract Mineral Ridge property in the
amount of $1,466,746.90 in the
Office of the County Recorder of
Esmerelda County, Nevada.

Roberts & Schaefer Mineral Ridge Lien filed against title to the
Company Project Construction Mineral Ridge property in the
Contract amount of $637,054.25 in the
Office of the County Recorder of
Esmerelda County, Nevada.

Mary Mining Company Royalty Agreement Deed of Trust with Power of Sale,
Assignment of Production, Security
Agreement, Financing Statement and
Fixtures Filing. See also
Schedule "G". In addition,
Mineral Ridge has failed to make
payment in the amount of $60,000
due July 21, 1998 for advance
royalty.

BenguetCorp. USA, Royalty Agreement See the Dudley and Stewart claims
Inc. in Schedule "G".

J.D. Welsh & Litigation Lien filed against title to the
Associates, Inc. Mineral Ridge property, recorded
in the Office of the County
Recorder of Esmerelda County,
Nevada in respect of litigation in
the Fifth Judicial District Court
for the State of Nevada captioned
J.D. WELSH & ASSOCIATES, INC. V.
SUNSHINE PRECIOUS METALS, INC.,
SUNSHINE MINING COMPANY AND
HOMESTEAD MINERALS, INC.

- - Hold periods and transfer
restrictions applicable to the
Purchased Shares under Canadian
and United States securities
legislation, the constating
documents of Mineral Ridge and the
various loan documents between
Dresdner and CRL or CRI
</TABLE>

L-1
<PAGE>

SCHEDULE "M"

APPROVALS

AUTHORITY OR PARTY TYPE OF APPROVAL
------------------ ----------------
<S> <C>
The Toronto Stock Approval of the transfer of the Purchased Shares to
Exchange VGC and of the private placement of the CRL Shares.

Various Nevada Approval of change of beneficial holder of various
authorities permits for the Mineral Ridge mine.

</TABLE>

M-1
<PAGE>

SCHEDULE "N"

SUBSCRIPTION AGREEMENT

THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND, SUBJECT
TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO
A U.S. PERSON.

THIS AGREEMENT is dated the 21st day of October, 1998,

BETWEEN:

VISTA GOLD CORP., a company continued under the laws of
the Yukon Territory having an address at
Suite 3000, 370 Seventeenth Street, Denver, Colorado,
U.S.A., 80202

(hereinafter referred to as the "Purchaser")

AND:

CORNUCOPIA RESOURCES LTD., a company amalgamated under
the laws of the Province of British Columbia, having an
address at Suite 540, 355 Burrard Street, Vancouver,
British Columbia, V6C 2G8

(hereinafter referred to as the "Company").

In consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties to this Agreement hereby agree as follows:

1. SUBSCRIPTION

On the Closing (as hereinafter defined), the Purchaser shall purchase from the
Company and the Company shall issue and deliver to the Purchaser the Shares (as
hereinafter defined) of the Company for the price of U.S. $0.09 per share, being
an aggregate consideration of U.S. $250,000, on the terms and conditions set out
in this agreement.

N-1
<PAGE>

2. DEFINITIONS

In this Agreement, unless the context otherwise requires:

(a) "Accredited Investor" means an "accredited investor" as that term is
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S.
Securities Act;

(b) "Closing" means:

(i) the completion of the acquisition of all of the outstanding
shares of Mineral Ridge Resources Inc. by Vista Gold Holdings
Inc. from the Company in accordance with the terms of the share
purchase and sale agreement made October 21, 1998 between the
Purchaser and the Company, amongst others; and

(ii) the completion of the issue and sale by the Company and the purchase
by the Purchaser of the Shares pursuant to this Agreement;

(d) "material" means material in relation to the Company and its subsidiaries
considered on a consolidated basis;

(e) "material change" means any change in the business, operations, assets,
ownership or capital of the Company and its subsidiaries, considered on a
consolidated basis that would reasonably be expected to have a significant
effect on the market price or value of the Shares and includes a decision
to implement such a change made by the board of directors of the Company or
by senior management of the Company who believe that confirmation of the
decision by the board of directors is probable;

(f) "material fact" means any fact as to which there is a substantial
likelihood that a reasonable investor would attach importance or that
significantly affects or would reasonably be expected to have a significant
effect on the market price or value of the Shares;

(g) "misrepresentation" means:

(i) an untrue statement of a material fact, or

(ii) an omission to state a material fact that is:

(1) required to be stated, or

(2) necessary to prevent a statement that is made from being false
or misleading in the circumstances in which it was made;

N-2
<PAGE>

(h) "Private Placement Questionnaire and Undertaking" means the questionnaire
and undertaking required by the Stock Exchange in the form of Appendix "B"
hereto;

(i) "Purchaser" means Vista Gold Corp.;

(j) "Regulation S" means Regulation S under the U.S. Securities Act;

(k) "Securities Commission" means the British Columbia Securities Commission;

(l) "Securities Laws" means the applicable securities laws of the Province of
British Columbia and the respective regulations made and forms prescribed
thereunder together with all applicable published policy statements and
blanket orders and rulings of the Securities Commission;

(m) "Shares" means the 2,777,777 Shares to be allotted and issued by the
Company to the Purchaser at the Closing;

(n) "Stock Exchange" means The Toronto Stock Exchange;

(o) "U.S. Exchange Act" means the SECURITIES EXCHANGE ACT OF 1934, as amended,
of the United States of America;

(p) "U.S. Person" means a U.S. person as that term is defined in Regulation S;

(q) "U.S. Securities Act" means the SECURITIES ACT OF 1933 of the United States
of America; and

(q) "U.S. Securities Laws" means the U.S. Securities Act, the U.S. Exchange
Act, the securities laws of each applicable state of the United States and
the regulations promulgated under each such act or law.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company represents and warrants to the Purchaser, as representations and
warranties that are true as of the date of this agreement and as of the Closing
Date and covenants and agrees with the Purchaser as follows:

(a) the Company is duly incorporated, validly existing and in good standing
under the laws of the Province of British Columbia and is duly qualified to
transact business and is in good standing in every jurisdiction in which
the failure so to qualify would have a material adverse effect on its
business or properties;

(b) at their time of issue, the Shares will be free and clear of any liens or
encumbrances other than those created by, or imposed upon, the holders
thereof through no action of the Company;

N-3
<PAGE>

(i) the audited annual financial statements for the year ended December
31, 1997;

(ii) the management information circular dated as of April 9, 1998 for
the Company's 1998 annual general meeting;

(iii) all press releases issued by the Company after December 31, 1997;

(iv) the Form 10-K of the Company dated March 30, 1998; and

(v) the quarterly reports to shareholders on Form 10-Q on the interim
financial periods ended March 31, 1998 and June 30, 1998;

were, at their respective dates of issue or publication, true and correct
in all material respects, contained no misrepresentations and were prepared
in accordance with generally accepted accounting principles applicable in
Canada and complied with the laws, regulations, policy statements and rules
applicable thereto;

(d) the authorized capital of the Company consists of 300,000,000 shares
divided into 200,000,000 common shares without par value and 100,000,000
preferred shares without par value, issuable in series, of which 38,814,057
common shares are issued and outstanding on the date hereof as fully paid
and non-assessable shares;

(e) the common shares in the capital of the Company are listed and posted for
trading on the Stock Exchange;

(f) the Company is a reporting issuer under the Securities Act of British
Columbia, and is in compliance with its obligations thereunder; and

(g) the execution and delivery of this agreement, the fulfillment of the terms
hereof and the issue, sale and delivery on the Closing Date of the Shares,
do not and will not result in a breach of and do not create a state of
facts which, after notice or lapse of time, or both, will result in a
breach of, and do not and will not conflict with, any of the terms,
conditions or provisions of the constating documents of the Company or any
trust indenture, agreement or instrument to which the Company is a party or
by which the Company is contractually bound or will be contractually bound
on the Closing Date.

4. COVENANTS OF THE COMPANY

The Company covenants and agrees with the Purchaser as follows:

(a) the Company will use its best efforts to obtain the consent of the Stock
Exchange and comply with all other regulatory requirements, requirements of
the Stock Exchange and requirements of the Securities Laws and U.S.
Securities Laws applicable to the offering and sale of Shares to the
Purchaser on a "private placement" basis as contemplated hereby prior to
the Closing Date;

N-4
<PAGE>

(b) the Company will use its best efforts to ensure that the Shares will
be listed and posted for trading on the Stock Exchange; and

(c) the Company shall deliver to the Purchaser on the Closing an opinion, dated
as of the Closing Date, of counsel to the Company, addressed to the
Purchaser and Purchaser's counsel with respect to the following matters:

(i) the Company has been duly incorporated and is a validly existing
company, is in good standing with respect to the filing of
returns, and is duly qualified to carry on business and own
property under the laws of its jurisdiction of incorporation and
the laws of any other jurisdictions in which it carries on
business or owns property;

(ii) the Company has all necessary corporate power and authority to
own its assets and to carry on its business;

(iii) the authorized and issued share capital of the Company;

(iv) this Agreement has been duly authorized by all necessary
corporate action on the part of the Company, has been duly
executed and delivered by and on behalf of the Company and is
valid and legally binding upon the Company and is enforceable in
accordance with its terms, except as rights to indemnity and
waiver of contribution thereunder may be limited under applicable
law, and subject to bankruptcy, insolvency and other similar laws
of general application affecting the enforcement of creditors
rights and to the availability of equitable remedies being in the
discretion of a court of competent jurisdiction;

(v) the Shares have been duly and validly allotted and issued as
fully paid and non-assessable shares in the capital of the
Company;

(vi) the Shares have been conditionally approved for listing on the
Stock Exchange, subject to the filing of the required documents
within the time stipulated by the Stock Exchange;

(vii) the Company is a reporting issuer not in default under the
SECURITIES ACT (British Columbia);

(viii) no prospectus is required and, except as have been obtained or
completed, no approval or consent of or filing with any
governmental authority in the British Columbia or the Stock
Exchange is required in order to qualify the issuance and sale by
the Company of the Shares except for the filing within 10 days of
the Closing Date of reports in prescribed form prepared and
executed in accordance with applicable Securities Laws and except
as may be required by the Stock Exchange in connection with the
sale of the Shares; and

(ix) the hold periods and resale restrictions applicable to the Shares
under the Securities Laws.

N-5
<PAGE>

5. PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

The Purchaser represents and warrants to the Company, as representations and
warranties that are true as of the date of this Agreement and as of the Closing
Date and covenants with the Company, that:

(a) the Purchaser is a valid and subsisting corporation, has the necessary
corporate capacity and authority to execute and deliver this agreement and
to observe and perform its covenants and obligations hereunder and has
taken all necessary corporate action in respect thereof, this agreement
creates a legal, valid and binding contract of the Purchaser enforceable
against the Purchaser in accordance with its terms;

(b) the Purchaser is purchasing the Shares as principal for its own account,
and not for the benefit of any other person, for investment only and not
with a view to resale or distribution;

(c) the offering and sale of the Shares to the Purchaser were not made through
an advertisement of the Shares in printed media of general and regular paid
circulation, radio or television or any other form of advertisement, and,
to its knowledge, the Purchaser has not received an offering memorandum as
such term is defined under the Securities Laws;

(d) the Shares are not being purchased by the Purchaser as a result of any
material information concerning the Company that has not been publicly
disclosed and the Purchaser's decision to enter into this agreement and
acquire the Shares has not been made as a result of any verbal or written
representation as to fact or otherwise made by or on behalf of the Company
or any other person and is based entirely upon currently available public
information concerning the Company;

(e) the Purchaser has such knowledge and experience in financial and business
affairs as to be capable of evaluating the merits and risks of the
investment hereunder in the Shares and is able to bear the economic risk of
loss of such investment;

(f) the Purchaser is not a "U.S. Person" as defined in Regulation S under the
U.S. Securities Act;

(g) the Purchaser has no intention to distribute either directly or indirectly
any of the Shares in the United States or to "U.S. Persons"; provided,
however, that the Purchaser may sell or otherwise dispose of any of the
Shares pursuant to registration thereof pursuant to the U.S. Securities Act
and any applicable State securities laws or under an exemption from such
registration requirements;

(h) the Purchaser understands that the Shares have not been and will not be
registered under the U.S. Securities Act and that the sale contemplated
hereby is being made in reliance on an exemption from such registration
requirement;

(i) the Purchaser is an Accredited Investor, being an organization described in
Section 501(c)(3) of the United States Internal Revenue Code, a
corporation, a Massachusetts or

N-6
<PAGE>

similar business trust or partnership, not formed for the specific
purpose of acquiring the Shares, with total assets in excess of
US$5,000,000;

(j) the Purchaser acknowledges that it has not purchased the Shares as a result
of any form of general solicitation or general advertising including
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar media or broadcast over radio, or
television, or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;

(k) the Purchaser agrees that if it decides to offer, sell or otherwise
transfer any of the Shares, it will not offer, sell or otherwise transfer
any of such Shares directly or indirectly, unless:

(i) the sale is to the Company;

(ii) the sale is made outside the United States in a transaction
meeting the requirements of Rule 904 of Regulation S and in
compliance with applicable local laws and regulations;

(iii) the sale is made pursuant to the exemption from the registration
requirements under the U.S. Securities Act provided by Rule 144
thereunder and in accordance with any applicable state securities
or "Blue Sky" laws; or

(iv) the Shares are sold in a transaction that does not require
registration under the U.S. Securities Act or any applicable U.S.
state laws and regulations governing the offer and sale of
securities, and it has prior to such sale furnished to the
Company an opinion reasonably satisfactory to the Company;

(l) the Purchaser acknowledges that it has not purchased the Shares as a result
of, and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S) in the United States in respect of the Shares
which would include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market
in the United States for the resale of the Shares; provided, however, that
the Purchaser may sell or otherwise dispose of any of the Shares pursuant
to registration of the Shares pursuant to the U.S. Securities Act and any
applicable state securities laws or under an exemption from such
registration requirements and as otherwise provided herein;

(m) the office of the Purchaser at which the Purchaser received and accepted
the offer to purchase the Shares is the address listed on the signature
page of this Subscription Agreement;

(n) The Purchaser acknowledges that if it decides to offer, sell or otherwise
transfer any of the Shares in Canada, such securities may be offered or
sold or otherwise transferred only:

(i) pursuant to an exemption from the registration and prospectus
requirements under the Securities Laws or the securities legislation
of the Province of Canada in

N-7
<PAGE>

which such trade is occurring, and with the prior consent of the
Stock Exchange; or

(ii) if the trade is made in British Columbia, 12 months have elapsed
from the date of the issue of the Shares, and at that time the
Purchaser is not a control person of the Company, no unusual
effort is made to prepare the market or create a demand for the
Shares and no extraordinary commission or other consideration is
paid in respect of such offer, sale or transfer;

(o) the Purchaser acknowledges that:

(a) the Company has provided notice to them that, pursuant to the
SECURITIES ACT (British Columbia), the Shares will be subject to
a hold period which will prevent the Shares from being traded in
the Province of British Columbia for a period of 12 months after
the date of issuance of the Shares; and

(b) the Company has provided it notice that, within 10 days of the
initial trade in the Shares made by the Purchaser, the Purchaser
must file with the Securities Commission a report, in the form
required by Blanket Order and Ruling #95/17 of the Securities
Commission;

(p) the Purchaser acknowledges that all certificates issued representing the
Shares, as well as all certificates issued in exchange for or in
substitution therefore, will bear legends to the following effect:

"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE
THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION
S UNDER THE 1933 ACT; OR (C) WITHIN THE UNITED STATES IN
ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE
1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND
IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD
DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA. A NEW CERTIFICATE, NOT BEARING THIS LEGEND, MAY BE
OBTAINED FROM THE COMPANY'S REGISTRAR AND TRANSFER AGENT,
UPON DELIVERY OF THIS CERTIFICATE AND EITHER A DULY EXECUTED
DECLARATION, IN A FORM SATISFACTORY TO SUCH REGISTRAR AND
TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE
IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE 1933 ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY TO THE EFFECT THAT SUCH SALE IS EXEMPT FROM
REGISTRATION UNDER THE 1933 ACT.";

and

(q) the Purchaser understands and acknowledges that the Company, at its option,
may not record a transfer without first being satisfied that such transfer
is exempt from or not

N-8
<PAGE>

subject to registration under the U.S. Securities Act or the securities
laws of any state of the United States or is exempt from or not subject
to the registration and prospectus requirements under the Securities
Laws or the securities legislation of the Province of Canada in which
such transfer is occurring.

6. CONDITIONS OF CLOSING

The obligations of the Purchaser to complete the purchase of the Shares is
subject to the satisfaction on or before the Closing, for the exclusive benefit
of the Purchaser, of each of the following conditions:

(a) the representations and warranties of the Company in Section 3 of this
Agreement shall be true and correct in all material respects as at the
Closing with the same force and effect as if such representations and
warranties had been made at and as of the Closing;

(b) the Company shall have, in all material respects, performed and complied
with all covenants and agreements in this Agreement to be performed or
complied with, or caused to be performed or complied with, by the Company
at or prior to the Closing;

(c) the Company shall have made all necessary filings and obtained all
necessary shareholder and regulatory approvals, consents, authorizations
and acceptances required to be made or obtained in respect of the offering
of the Shares;

(d) the Stock Exchange shall have accepted notice of the offering and sale of
the Shares on the terms contemplated herein and shall have conditionally
approved the listing of the Shares, subject to the Company fulfilling the
requirements as to the filing of certain documents and the payment of the
necessary listing fees;

(e) the Purchaser shall have completed the acquisition of all of the
outstanding shares of Mineral Ridge Resources Inc. from Cornucopia
Resources Inc. in accordance with the terms of the share purchase and sale
agreement made October 21, 1998 among Cornucopia Resources Inc., the
Company, Vista Gold Holdings Inc. and the Purchaser;

(f) since June 30, 1998, there shall have been no adverse material change
(actual, anticipated, contemplated or threatened, whether financial or
otherwise) in the business, affairs, operations, assets, liabilities
(contingent or otherwise) or capital of the Company and its subsidiaries,
except as disclosed to and accepted by the Purchaser;

(g) no transaction shall have been entered into by the Company or any of its
subsidiaries which is or would be material to the Company and its
subsidiaries which is or would be material to the Company and its
subsidiaries on a consolidated basis, except as disclosed to and accepted
by the Purchaser;

(h) a certificate or certificates representing the Shares, in form and
substance satisfactory to the Purchaser and its counsel acting reasonably,
shall have been executed and delivered to the Purchaser;

N-9
<PAGE>

(i) the Purchaser shall have completed a due diligence review satisfactory to
the Purchaser in its sole discretion, acting reasonably, of the financial
condition, business, affairs, properties and assets of the Company; and

(j) the Purchaser shall have received a certificate, dated as of the Closing
Date, signed by the President and the Chief Financial Officer of the
Company or any other officers of the Company acceptable to the Purchaser,
certifying for and on behalf of the Company, to the best of their
knowledge, information and belief, that:

(i) the representations and warranties of the Company in Section 3 of
this Agreement are true and correct in all material respects as
at the Closing;

(ii) the Company has, in all material respects, performed and complied
with all covenants and agreements in this Agreement to be
performed or complied with, or caused to be performed or complied
with, by the Company at or prior to the Closing;

(iii) the Company has made all necessary filings and obtained all
necessary shareholder and regulatory approvals, consents,
authorizations and acceptances required to be made or obtained in
respect of the offering of the Shares;

(iv) since June 30, 1998, there has been no adverse material change
(actual, anticipated, contemplated or threatened, whether
financial or otherwise) in the business, affairs, operations,
assets, liabilities (contingent or otherwise) or capital of the
Company and its subsidiaries; and

(v) no transaction has been entered into by the Company or any of its
subsidiaries which is or would be material to the Company and its
subsidiaries on a consolidated basis.

7. CLOSING

At the Closing on the Closing Date, the Purchaser shall deliver to the Company a
certified cheque for U.S. $250,000 and the Company shall deliver to the
Purchaser a certificate or certificates representing the Shares registered in
the name of the Purchaser or its nominee.

8. INFORMATION AND DOCUMENTS

The Purchaser will deliver to the Company along with this Agreement a copy of
the Registration Instructions attached hereto as Schedule A and a completed and
originally executed copy of the Private Placement Questionnaire and Undertaking
and will, promptly upon request by the Company, provide the Company with such
information and execute and deliver to the Company such additional undertakings,
questionnaires and other documents as the Company may reasonably request in
connection with the issue and sale of the Shares. The Purchaser acknowledges
and agrees that such undertakings, questionnaires and other documents, when
executed and delivered by the Purchaser, will form part of and will be
incorporated into this Agreement with the same effect as if each constituted a
representation and warranty or covenant

N-10
<PAGE>

of the Purchaser hereunder in favour of the Company. The Purchaser consents
to the filing of such undertakings, questionnaires and other documents as may
be required to be filed with any stock exchange or securities regulatory
authority in connection with the transactions contemplated hereby.

9. RESALE RESTRICTIONS

The Purchaser understands and acknowledges that the Shares will be subject to
certain resale restrictions under the Securities Laws, U.S. Securities Laws
and the Private Placement Questionnaire and Undertaking and the Purchaser
agrees to comply with such restrictions. The Purchaser also acknowledges
that it has been advised to consult its own legal advisors with respect to
applicable resale restrictions and that it is solely responsible (and the
Company is not in any manner responsible) for complying with such
restrictions.

10. MODIFICATION

Neither this Agreement nor any provision hereof shall be modified, changed,
discharged or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is sought.

11. ASSIGNMENT

This Agreement and any interest herein or any of the rights arising hereunder
may not be assigned without the prior written consent of the other party to this
Agreement.

12. MISCELLANEOUS

The Agreement contains the whole agreement between the Company and the Purchaser
in respect of the subject matters hereof and there are no warranties,
representations, terms, conditions or collateral agreements, express, implied or
statutory, other than as expressly set forth herein and in any amendments
hereto. All representations, warranties, agreements and covenants made or
deemed to be made by the Purchaser herein will survive the execution and
delivery, and acceptance, of this offer and the Closing. Time shall be of the
essence of this Agreement. This Agreement and the rights and obligations of the
parties hereunder will be governed by and construed according to the laws of the
Province of British Columbia. This Agreement may be executed in any number of
counterparts, each of which when delivered, either in original or facsimile
form, shall be deemed to be an original and all of which together shall
constitute one and the same document.

N-11
<PAGE>

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

VISTA GOLD CORP.

Per:

___________________________________
Authorized Signatory

CORNUCOPIA RESOURCES LTD.

Per:

___________________________________
Authorized Signatory

N-12
<PAGE>

APPENDIX "A"

REGISTRATION INSTRUCTIONS

(PURCHASER TO COMPLETE)

Please prepare the Share Certificate to be issued pursuant to the attached
agreement registered in the following name and address:

VISTA GOLD CORP.
- -----------------------------------
Name

SUITE 3000, 370 SEVENTEENTH STREET
- -----------------------------------
Address

DENVER, COLORADO
- -----------------------------------
80202
- -----------------------------------

N-13
<PAGE>

APPENDIX "B"

THE TORONTO STOCK EXCHANGE

PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING

To be completed by each proposed private placement purchaser of listed
securities or securities which are convertible into listed securities.

QUESTIONNAIRE

1. DESCRIPTION OF TRANSACTION

(a) Name of Issuer of the Securities: Cornucopia Resources Ltd.
----------------------------------
(b) Number and Description of Securities to be Purchased:

2,777,777 common shares without par value
---------------------------------------------------------------------

2. DETAILS OF PURCHASER

(a) Name of Purchaser: Vista Gold Corp.
-------------------------------------------------

(b) Address: Suite 3000, 370 Seventeenth Street, Denver, Colorado, 80202
-----------------------------------------------------------

(c) Names and addresses of persons having a greater than 10% beneficial
interest in the Purchaser: None
-----------------------------------------

3. RELATIONSHIP TO ISSUER

(a) Is the purchaser (or any person named in response to 2(c) above) an
insider of the issuer for the purposes of the Ontario Securities Act
(before giving effect to this private placement)? If so, state the
capacity in which the purchaser (or person named in response to 2(c))
qualifies as an insider.

No
---------------------------------------------------------------------

---------------------------------------------------------------------

(b) If the answer to (a) is "no", are the purchaser and the issuer
controlled by the same person or company? If so give details.

No
---------------------------------------------------------------------

---------------------------------------------------------------------

N-14
<PAGE>

4. DEALINGS OF PURCHASER IN SECURITIES OF THE ISSUER

Give details of all trading by the purchaser, as principal, in the
securities of the issuer (other than debt securities which are not
convertible into equity securities), directly or indirectly, within the 60
days preceding the date hereof.

None
--------------------------------------------------------------------------

--------------------------------------------------------------------------

UNDERTAKING

TO: THE TORONTO STOCK EXCHANGE

The undersigned has subscribed for and agreed to purchase, as principal, the
securities described in Item 1 of this Private Placement Questionnaire and
Undertaking.

The undersigned undertakes not to sell or otherwise dispose of any of the
said securities so purchased or any securities derived therefrom for a period
of six months from the date of the closing of the transaction herein or for
such period as is prescribed by applicable securities legislation, whichever
is longer, without the prior consent of The Toronto Stock Exchange and any
other regulatory body having jurisdiction.

DATED at Denver Colorado, this ______ day of October, 1998.

Vista Gold Corp.
---------------------------------------
(Name of Purchaser - PLEASE PRINT)

---------------------------------------
(Authorized Signature)

President and Chief Executive Officer
---------------------------------------
(Official Capacity - PLEASE PRINT)

Michael B. Richings
---------------------------------------
(PLEASE PRINT HERE NAME OF INDIVIDUAL
WHOSE SIGNATURE APPEARS ABOVE, IF
DIFFERENT FROM NAME OF PURCHASER PRINTED
ABOVE)

N-15

<PAGE>

RESTATED AND AMENDED

LOAN AGREEMENT

BETWEEN

MINERAL RIDGE RESOURCES INC.

AND

DRESDNER BANK AG,

NEW YORK AND
GRAND CAYMAN BRANCHES

DATED AS OF OCTOBER 21, 1998

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE 1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.1 Definitions.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.2 Accounting Principles.. . . . . . . . . . . . . . . . . . . . . . . . . 13
1.3 Rules of Construction.. . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 2 LOANS UNDER THE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . 14
2.1 The Loans.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(a) THE EXISTING TERM LOAN. . . . . . . . . . . . . . . . . . . . . . . 14
(b) THE ADDITIONAL LOANS. . . . . . . . . . . . . . . . . . . . . . . . 14
(c) PAYMENT OF LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.2 INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) ACCRUED INTEREST UNDER THE ORIGINAL LOAN AGREEMENT. . . . . . . . . 15
(b) INTEREST UNDER THIS AGREEMENT.. . . . . . . . . . . . . . . . . . . 15
(c) BORROWING PERIODS.. . . . . . . . . . . . . . . . . . . . . . . . . 15
(d) PAYMENT OF INTEREST.. . . . . . . . . . . . . . . . . . . . . . . . 15
2.3 NOTES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
(a) THE EXISTING TERM LOAN. . . . . . . . . . . . . . . . . . . . . . . 16
(b) THE ADDITIONAL TERM LOAN. . . . . . . . . . . . . . . . . . . . . . 16
(c) THE LETTER OF CREDIT LOANS. . . . . . . . . . . . . . . . . . . . . 16
2.4 MODIFICATION OF GOLD FORWARD CONTRACTS THROUGH REPRICING AND RELEASE
OF PROCEEDS FOR USE ON PROJECT. . . . . . . . . . . . . . . . . . . . . 16
2.5 MANDATORY REPAYMENT OF LOANS AND OTHER OBLIGATIONS. . . . . . . . . . . 17
(a) MANDATORY SCHEDULED REPAYMENT OF ADDITIONAL TERM LOAN.. . . . . . . 17
(b) MANDATORY REPAYMENT OF LOANS OR OTHER OBLIGATIONS BASED ON NET
CASH FLOW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.6 INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.7 VOLUNTARY PREPAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.8 FEES AND OTHER COMPENSATION.. . . . . . . . . . . . . . . . . . . . . . 18
(a) ACCRUED FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(b) ACCRUED EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . 18
(c) CURRENT ADMINISTRATION FEE. . . . . . . . . . . . . . . . . . . . . 19
(d) THE LENDER'S PARTICIPATING INTEREST IN NET CASH FLOW. . . . . . . . 19
2.9. MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) PAYMENTS AND COMPUTATIONS.. . . . . . . . . . . . . . . . . . . . . 19
(b) DEFAULT INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . 20
(c) BREAKAGE COSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.10 TAXES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(a) OTHER TAXES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(b) SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 3 EXISTING LETTER OF CREDIT. . . . . . . . . . . . . . . . . . . . . . . . 21
3.1. ISSUANCE UNDER ORIGINAL LOAN AGREEMENT. . . . . . . . . . . . . . . . . 21
3.2. LETTER OF CREDIT AVAILABILITY.. . . . . . . . . . . . . . . . . . . . . 21
3.3 REIMBURSEMENT FOR AMOUNTS DRAWN; FEES RELATING TO THE EXISTING LETTER
OF CREDIT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 4 COLLATERAL ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 22
4.1. DEED OF TRUST; FINANCING STATEMENTS; SUPPLEMENTAL DEEDS OF TRUST. . 22
4.2. VGH GUARANTEE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.3. VGH PLEDGE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.4. COLLATERAL ASSIGNMENTS OF MATERIAL PROJECT AGREEMENTS.. . . . . . . . . 23
4.5. ACCOUNTS AND COLLATERAL ASSIGNMENT THEREOF. . . . . . . . . . . . . . . 23
4.6. RELEASE OF COLLATERAL UPON PAYMENT OF LOAN OBLIGATIONS. . . . . . . . . 24
ARTICLE 5 CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.1 CONDITIONS PRECEDENT TO THE DISBURSEMENT OF THE ADDITIONAL TERM LOAN
AND RELEASE OF PROCEEDS.. . . . . . . . . . . . . . . . . . . . . . . . 24
(a) IRREVOCABLE REQUESTS. . . . . . . . . . . . . . . . . . . . . . . . 24
(b) THIS AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(c) NOTES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(d) OPINIONS OF COUNSEL FOR THE BORROWER AND VGH. . . . . . . . . . . . 24
(e) TITLE OPINIONS AND STATUS REPORTS.. . . . . . . . . . . . . . . . . 24
(f) BORROWER'S AND VGH'S INCORPORATION PAPERS.. . . . . . . . . . . . . 25
(g) BORROWER'S AND VGH'S CORPORATE RESOLUTIONS. . . . . . . . . . . . . 25
(h) GOOD STANDING CERTIFICATES. . . . . . . . . . . . . . . . . . . . . 25
(i) COLLATERAL AGREEMENTS; VGH GUARANTEE; VGH PLEDGE AGREEMENT. . . . . 25
(j) EVIDENCE OF DUE FILING OF COLLATERAL AGREEMENTS.. . . . . . . . . . 25
(k) INSURANCE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(l) APPROVALS, PERMITS, CONSENTS AND BONDS. . . . . . . . . . . . . . . 26
(m) PROCESS AGENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(n) PROJECT DEVELOPMENT ARRANGEMENTS; SETTLEMENTS WITH FORMER
CONTRACTORS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(o) ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(p) AMENDMENT TO ROYALTY UNDER MMC PROPERTY DEED. . . . . . . . . . . . 26
(q) OFFICER'S CERTIFICATE.. . . . . . . . . . . . . . . . . . . . . . . 26
(r) HEDGING AGREEMENT.. . . . . . . . . . . . . . . . . . . . . . . . . 27
(s) SHARE PURCHASE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . 27
(t) ADDITIONAL PROJECT EQUIPMENT. . . . . . . . . . . . . . . . . . . . 27
(u) ADDITIONAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE 6 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . 28
6.1. DUE ORGANIZATION. GOOD STANDING AND AUTHORITY.. . . . . . . . . . . . . 28
6.2. DUE AUTHORIZATION; NON-CONTRAVENTION. . . . . . . . . . . . . . . . . . 28
6.3. NO APPROVALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.4. VALIDITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.5. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.6. LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6.7. DESCRIPTION OF THE BUSINESS.. . . . . . . . . . . . . . . . . . . . . . 29
6.8. DISCLOSURE; CONSTRUCTION AND PROJECT BUDGETS; SUFFICIENT FUNDING. . . . 29
6.9. TITLE TO PROPERTIES.. . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.10. LEASES AND ROYALTIES. . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.11. TRANSPORTATION, UTILITIES AND WATER SUPPLY. . . . . . . . . . . . . . . 32
6.12. PAYMENT OF TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.13. AGREEMENTS. 32
6.14. COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.15. PERMITS AFFECTING PROPERTIES. . . . . . . . . . . . . . . . . . . . . . 33
6.16. PRIOR SECURITY INTEREST.. . . . . . . . . . . . . . . . . . . . . . . . 33
6.17. ERISA. 33
6.18. INVESTMENT COMPANY ACT OF 1940. . . . . . . . . . . . . . . . . . . . . 33
6.19. NO MATERIAL ADVERSE EFFECT. . . . . . . . . . . . . . . . . . . . . . . 33
6.20. NO EVENT OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE 7 AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.1. NOTICE TO THE LENDER. . . . . . . . . . . . . . . . . . . . . . . . . . 34
7.2. FINANCIAL STATEMENTS, MONTHLY REPORTS AND INFORMATION.. . . . . . . . . 35
7.3. DELIVERY OF UPDATED PROJECT BUDGET AND HEDGING CERTIFICATE. . . . . . . 35
7.4. MAINTENANCE OF EXISTENCE. . . . . . . . . . . . . . . . . . . . . . . . 36
7.5. COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.6. PAYMENT OF INDEBTEDNESS.. . . . . . . . . . . . . . . . . . . . . . . . 36
7.7. USE OF LOAN PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.8. TAXES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.9. BOOKS AND RECORDS.. . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.10. INSURANCE.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.11. PROJECT DEVELOPMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . 38
(a) PROJECT CONSTRUCTION, DEVELOPMENT AND OPERATION.. . . . . . . . . . 38
(a) ACQUISITION OF LANDS AND EQUIPMENT PURCHASES. . . . . . . . . . . . 38
ADDITIONAL CAPITAL CONTRIBUTIONS OR LOANS FOR CAPITAL COST OVERRUNS. 38
7.1. INTENTIONALLY OMITTED.. . . . . . . . . . . . . . . . . . . . . . . . . 38
7.2 MAINTENANCE OF LIENS. . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.3 DEFEND TITLE AND ACCESS; CHANGE IN GENERAL MINING LAWS. . . . . . . . . 38
7.4 HEDGING REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.5 INTENTIONALLY OMITTED.. . . . . . . . . . . . . . . . . . . . . . . . . 39
7.6 ACCOUNTS; PERMITTED DIVIDENDS AND DISTRIBUTIONS.. . . . . . . . . . . . 39
(a) ACCOUNTS; PERMITTED DISTRIBUTIONS.. . . . . . . . . . . . . . . . . 39
(b) PERMITTED DIVIDENDS AND DISTRIBUTIONS.. . . . . . . . . . . . . . . 39
7.7 INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.8 LIFETIME CASH FLOW. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.9 FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
ARTICLE 8 NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.1 INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.2 LIENS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
8.3 ALTERATIONS. DISPOSAL OF ASSETS, ETC. . . . . . . . . . . . . . . . . . 41
8.4 LEASES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
8.5 LIQUIDATION; MERGER.. . . . . . . . . . . . . . . . . . . . . . . . . . 41
8.6 CHANGE IN BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . 41
8.7 FORWARD SALES; HEDGING LIMITATIONS. . . . . . . . . . . . . . . . . . . 41
8.8 CAPITAL EXPENDITURES. . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.9 DIVIDENDS, DISTRIBUTIONS, ETC.. . . . . . . . . . . . . . . . . . . . . 42
8.10 LOANS; INTERCOMPANY ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . 42
8.11 POLLUTION CONTROL.. . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.12 ERISA COMPLIANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
8.13 CHANGE OF OWNERSHIP.. . . . . . . . . . . . . . . . . . . . . . . . . . 42
ARTICLE 9 EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.1 EVENTS OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(a) NONPAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(b) SPECIFIC DEFAULTS.. . . . . . . . . . . . . . . . . . . . . . . . . 43
(c) OTHER DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(d) REPRESENTATION OR WARRANTY. . . . . . . . . . . . . . . . . . . . . 43
(e) CROSS-DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(f) INSOLVENCY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(g) COLLATERAL AGREEMENTS, HEDGING AGREEMENT AND VGH GUARANTEE. . . . . 44
(h) SECURITY INTEREST.. . . . . . . . . . . . . . . . . . . . . . . . . 44
(i) INVOLUNTARY LIENS.. . . . . . . . . . . . . . . . . . . . . . . . . 44
(j) JUDGMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(k) CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(l) REGULATORY ACTION.. . . . . . . . . . . . . . . . . . . . . . . . . 44
(m) MATERIAL PROJECT PERMIT AND OTHER GOVERNMENT APPROVALS. . . . . . . 45
(n) MATERIAL PROJECT AGREEMENTS.. . . . . . . . . . . . . . . . . . . . 45
(o) SUSPENSION OF PROJECT.. . . . . . . . . . . . . . . . . . . . . . . 45
(p) ABANDONMENT AND TERMINATION.. . . . . . . . . . . . . . . . . . . . 45
(q) MATERIAL ADVERSE EFFECT.. . . . . . . . . . . . . . . . . . . . . . 45
9.2 REMEDIES UPON EVENT OF DEFAULT. . . . . . . . . . . . . . . . . . . . . 45
9.3 TERMINATION OF PROJECT IN ACCORDANCE WITH PROJECT BUDGET. . . . . . . . 46
ARTICLE 10 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.1 NOTICES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.2 AMENDMENTS, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.3 NO WAIVER; CUMULATIVE REMEDIES. . . . . . . . . . . . . . . . . . . . . 47
10.4 COSTS AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.5 INDEMNITY FOR TELEPHONE INSTRUCTIONS. . . . . . . . . . . . . . . . . . 48
10.6 RIGHT OF SET-OFF. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.7 INDEMNIFICATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.8 USURY SAVINGS; LIMITATION ON INTEREST.. . . . . . . . . . . . . . . . . 49
10.9 BINDING EFFECT; ASSIGNMENT OF RIGHTS. . . . . . . . . . . . . . . . . . 50
10.10 CONSENT TO JURISDICTION.. . . . . . . . . . . . . . . . . . . . . . . . 50
10.11 GOVERNING LAW.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.12 COUNTERPARTS; FACSIMILE TRANSMISSION. . . . . . . . . . . . . . . . . . 51
10.13 CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS.. . . . . . . . . . . . . . . . . 51
10.14 NO THIRD PARTY BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . . 52
13.15 RESTATEMENT AND AMENDMENT OF ORIGINAL LOAN AGREEMENT; ENTIRE
AGREEMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

RESTATED AND AMENDED LOAN AGREEMENT

This RESTATED AND AMENDED LOAN AGREEMENT (this "AGREEMENT") is
entered into as of October 21, 1998, by and between MINERAL RIDGE RESOURCES
INC., a Nevada corporation (the "BORROWER"), and DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES (the "LENDER").

RECITALS

A. Concurrently with and subject to the effectiveness of this
Agreement, VISTA GOLD HOLDINGS INC., a Nevada corporation ("VGH"), which is a
wholly-owned subsidiary of VISTA GOLD CORP., a corporation continued under the
laws of the Yukon Territory of Canada ("VISTA"), is buying from CORNUCOPIA
RESOURCES INC., a Nevada corporation ("CRT"), which is a wholly-owned subsidiary
of CORNUCOPIA RESOURCES LTD., a company organized by way of amalgamation under
the Company Act of British Columbia ("CRL"), all of the issued and outstanding
capital stock of the Borrower, pursuant to that certain Share Purchase and Sale
Agreement dated as of October 21, 1998 among CRL, CRI, Vista and VGH (the "SHARE
PURCHASE AGREEMENT").

B. The Borrower is the owner and operator of an open pit, heap
leach gold project known as the Mineral Ridge Gold Project located in Esmeralda
County, Nevada (the "PROJECT").

C. The Borrower and the Lender previously entered into that
certain Loan Agreement dated as of January 17, 1997 (the "ORIGINAL LOAN
AGREEMENT"), pursuant to which the Lender provided financing to the Borrower for
Project construction and development costs and the Borrower's initial working
capital requirements, which financing included a term loan and a letter of
credit issued by the Lender in favor of Sierra Pacific Power Company ("Sierra
Pacific") in connection with Sierra Pacific's construction of electric power
lines and provision of other ancillary electrical equipment necessary to service
the Project.

D. In addition, the Borrower and the Lender previously entered
into that certain Master Agreement dated as of October 4, 1996 (the "HEDGING
AGREEMENT"), pursuant to which the Lender has provided the Borrower with gold
hedging arrangements in support of the Project and the loans and letter of
credit provided under the Original Loan Agreement.

E. The Borrower's obligations relating to the indebtedness
created under the Original Loan Agreement and its gold delivery and other
obligations under the Hedging Agreement are secured by (i) all of its right,
title and interest in the Project, including a first priority lien (subject to
liens permitted under the Original Loan Agreement) upon all of its interests in
the mining claims and other real property interests comprising the Project and a
first priority perfected security interest in the machinery, equipment and other
personal property and fixtures located thereon or related thereto, (ii) all of
its right, title and interest under the Hedging Agreement, and (iii) certain
other collateral as described in the Original Loan Agreement.

F. In consideration for the Lender's financing of the Borrower
and the Project as provided in the Original Loan Agreement, CRL and CRI
guaranteed the indebtedness and other obligations of the Borrower under the
Original Loan Agreement and the Hedging Agreement and secured their respective
obligations under such guarantees by pledges in favor of the Lender, all
pursuant to the terms of the Original Loan Agreement and the guarantees and
pledge agreements executed by CRL and CRI in connection herewith.

G. Various "Events of Default" under and as defined in the
Original Loan Agreement, including with respect to the payment of money, have
occurred and are continuing.

H. VGH is willing to contribute to the Borrower for use on the
Project additional mining equipment having an independently appraised value of
not less than $5,000,000.00, which will be subject to Lender's first priority
security interest.

I. The Borrower, CRI, CRL, VGH and Vista have requested the
Lender (i) to consent to CRI's sale of the Borrower's capital stock to VGH
pursuant to the Share Purchase Agreement, (ii) to restate and amend the
Borrower's existing obligations under the Original Loan Agreement and to provide
certain additional financing for the Project through the making of additional
loans and the release of certain collateral proceeds, (iii) to continue
providing the Borrower with gold hedging arrangements pursuant to the Hedging
Agreement, and (iv) to release the guarantees and pledge agreements of CRI and
CRL, and the Lender is willing to do so subject to and on the terms and
conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 DEFINITIONS. When used in this Agreement the following terms
have the following meanings:

"ACCEPTABLE DELIVERY LOCATION" means the Lender's gold account in
London, England, or any other location for the delivery of Gold hereunder as may
be mutually agreed by the Borrower and the Lender-

"ACCOMMODATION AGREEMENT" means the agreement, substantially in the
form of EXHIBIT P attached hereto, between Mary Mining Company, Inc. (the party
to the MMC Property Deed), the Borrower and the lender.

"ACCRUED EXPENSES" means the aggregate amount of accrued and unpaid
reimbursable expenses payable by the Borrower to the Lender pursuant to the
Original Loan Agreement or this Agreement to the extent not required by this
Agreement to be paid on a current basis.

"ACCRUED FEES" means the aggregate amount of accrued and unpaid fees
payable by the Borrower to the Lender pursuant to the Original Loan Agreement
and this Agreement, including all "Letter of Credit Fees" accruing prior to the
Restatement Closing Date and the past due "Administration Fee" under and as
defined in the Original Loan Agreement.

"ACCRUED INTEREST" means, at any time, the aggregate amount of
accrued and unpaid interest then payable on the Loans under the Original Loan
Agreement and this Agreement.

"ADDITIONAL LOANS" means the Additional Term Loan and the Letter of
Credit Loans, if any.

"ADDITIONAL TERM LOAN" means the term loan in the original aggregate
principal amount of $1,615,000.00 to be made by the Lender on the Restatement
Closing Date pursuant to Section 2.1(b)(i).

"ADMINISTRATION FEE" has the meaning set forth in SECTION 2.8(F).

"AFFILIATE" means as to any Person, each other Person that directly
or indirectly (through one or more intermediaries or otherwise) controls, is
controlled by, or is under common control with, such Person. A Person shall be
deemed to be "controlled by " any other Person if such other Person possesses,
directly or indirectly, power (a) to vote 20% or more of the securities (on a
fully diluted basis) having ordinary voting power for the election of directors
or managing general partners; or (b) to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.

"AGREEMENT" means this Loan Agreement, as it may be amended,
supplemented or otherwise modified and in effect from time to time.

"AMOUNT OUTSTANDING" means, with respect to the Loans or any
specified portion thereof, the total principal amount of all Loans or such
specified portion, as the case may be, outstanding on the date of determination
(which shall be a Business Day).

"AREA OF INTEREST," with respect to the Project, means the area
within a 2-mile radius of the outside boundaries of the Lands of the Project on
the date of this Agreement as described in SCHEDULE I attached hereto.

"AUTHORIZED OFFICER" means in respect of any company, any officer of
such company who has been duly authorized to act on behalf of such company with
respect to the applicable matters by appropriate resolution of the board of
directors of such company, and any other person duly authorized in writing by
any such officer by notice to the Lender.

"BORROWER" means Mineral Ridge Resources Inc., a Nevada corporation.

"BORROWING PERIOD" means the interest or borrowing period from time
to time in effect as set forth in SECTION 2.2(C).

"BORROWING RATE" means, for any Borrowing Period, the interest rate
per annum equal to 2.0% plus LIBOR for such Borrowing Period, as determined two
Business Days prior to the commencement of such Borrowing Period; PROVIDED, that
if, pursuant to SECTION 2.2(C). the Borrower is deemed to have selected a
Borrowing Period of 30 days and the Lender determines that dollar deposits are
not being offered in the London interbank dollar market for a Borrowing Period
of 30 days in accordance with customary practice, then the "Borrowing Rate" for
such Borrowing Period shall be equal to the "prime rate" of interest (or
equivalent) of The Chase Manhattan Bank, N.A., in New York, New York, as in
effect on the first day of such Borrowing Period.

"BUSA AGREEMENT AND PROPERTY DEED" means the deed and conveyance
into the Borrower executed and delivered prior to the date of the Original Loan
Agreement pursuant to that certain Option to Purchase Agreement dated August 31,
1995, as amended by Letter Agreement dated March 25, 1996, between CRL and
Benguetcorp USA, Inc. ("BUSA"), assigned to Borrower pursuant to that certain
Assignment of Option Agreement between CRL and Borrower dated as of July 31,
1996, and covering the Borrower's interest in the mining claims and other real
property known as the Oromonte area of the Project. For purposes of this
Agreement, the term "BUSA Agreement and Property Deed" shall include the deeds
into BUSA from prior property owners (e.g., Dudley and Stewart).

"BUSINESS DAY" means any day on which the London Bullion Market,
Comex, and banks in New York City are open for business.

"CAPITAL EXPENDITURES" means all improvements and additions to fixed
assets, including land, property improvements, development drilling, buildings,
facilities and equipment, which, in accordance with GAAP, would be capitalized.

"CASH COSTS" means (a) all direct and out-of-pocket cash costs
relating to the construction, operation and maintenance of the Project; (b)
Capital Expenditures on the Project provided that such items were included
within the most recent Project Budget; (c) the Borrower's general and
administrative costs, including the Vista Management Fee; (d) taxes (including
taxes paid by the Borrower on the overall net income and net proceeds of the
Borrower); (e) Royalties; and (f) repayments of the Additional Term Loan made
pursuant to SECTION 2.5(A) and payments made with respect to interest, fees and
expenses of the Lender under this Agreement. Notwithstanding anything in the
foregoing definition, "Cash Costs" shall not include any payments with respect
to the seller's note described in SECTION 5.1(T) nor, unless otherwise
specifically agreed to in writing by the Lender, any other payments made with
respect to intercompany loans made to the Borrower by VGH, Vista or any
Subsidiary.

"CODE" shall mean the United States Internal Revenue Code of 1986,
as amended, as now or hereafter in effect, together with all regulations,
rulings and interpretations thereof or thereunder by the United States Internal
Revenue Service.

"COLLATERAL" means all property, assets, rights and interests
intended to be subject from time to time to any lien or security interest
pursuant to any of the Collateral Agreements.

"COLLATERAL AGREEMENTS" means the Deed of Trust, any Supplemental
Deeds of Trust, and any financing statements required thereunder or related
thereto, any Collateral Assignment of Material Project Agreements, the VGH
Pledge Agreement, any collateral assignment of the Project Account and each
other agreement delivered from time to time to secure the Borrower's obligations
under the Original Loan Agreement, this Agreement, the Notes and the Hedging
Agreement or to secure VGH's obligations under the VGH Guarantee, together with
any amendments, supplements or modifications thereto executed in connection with
this Agreement.

"COLLATERAL ASSIGNMENT OF MATERIAL PROJECT AGREEMENTS" means any
collateral assignment of any Material Project Agreements (e.g., the Mining
Leases) by the Borrower in favor of the Lender, securing the Borrower's
obligations under this Agreement, the Notes and the Hedging Agreement, in
substantially the form of EXHIBIT K.

"COMEX" means the Commodity Exchange, Inc. in New York City.

"CRI" means Cornucopia Resources Inc., a Nevada corporation, and a
wholly-owned subsidiary of CRL.

"CRL" means Cornucopia Resources Ltd., a company incorporated by
amalgamation under the Company Act of British Columbia, and the parent company
of CRI.

"DATE OF DEFAULT" has the meaning set forth in SECTION 9.2(B).

"DEBT" means as to any Person: (a) indebtedness, present or future,
actual or contingent, of such Person for borrowed money or gold or other assets
or for such Person's obligations to deliver gold under arrangements where gold
is sold on a pre-paid forward sale basis or for the deferred purchase price of
other property or services (other than obligations under agreements for the
purchase of goods and services in the normal course of business which are not
more than 60 days past due); (b) obligations of such Person under capital leases
or any other financing transaction; and (c) obligations of such Person under any
direct or indirect guaranty in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of any other Person of
the kinds referred to in CLAUSE (A) OR (B) above.

"DEED OF TRUST" means the Deed of Trust, Security Agreement,
Financing Statement and Assignment of Production and Proceeds dated as of
January 17, 1997 granted by the Borrower in favor of the Lender in the form of
Exhibit H-l attached hereto, covering all of the Borrower's right, title and
interest in and to the Lands, and to the Equipment, Machinery, Property and
Fixtures and certain other property designated therein, as amended by the
Modification to Deed of Trust, Security Agreement, Financing Statement And
Assignment Of Production And Proceeds to be executed by the Borrower and the
Lender on the Restatement Closing Date in substantially the form attached hereto
as EXHIBIT H-2.

"DOLLARS" or "$" means, unless otherwise expressly provided. United
States

dollars.

"ENVIRONMENTAL ASSESSMENT" means the Environmental Assessment No.
NV65-EA96-024 with respect to the Project which the Borrower prepared and
submitted to the U.S. Bureau of Land Management, Department of the Interior,
Battle Mountain District Office, Nevada ("BLM") in draft form in connection with
its submission of its Plan of Operations. The BLM issued its Record of Decision
approving the Environmental Assessment and Finding of No Significant Impact on
July 26, 1996.

"ENVIRONMENTAL LAWS" shall mean any and all federal, state and local
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the protection of human health, safety or
the environment or to emissions, discharges, releases or threatened releases of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes into the environment including ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes, which statutes and regulations shall include the
Comprehensive Environmental Response Compensation and Liability Act, as amended,
42 U.S.C. Section 9601 et seq.: the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 ETSEQ.: the Federal Water and Pollution Control
Act, as amended, 33 U.S.C. Section 1251 ET SEQ.: the Federal Clean Air Act, as
amended, 42 U.S.C. Section 7401 ET SEQ.: the Emergency Planning and Community
Right to Know Act, as amended, 42 U.S.C. Section 11001 ET SEQ.: the Toxic
Substances Control Act, 154 U.S.C. Sections 2601-2629; the Safe Drinking Water
Act, 42 U.S.C. Sections 300f-300j; Nevada Revised Statues, Chapters 445, 445A,
445B, 459 and 519A; and the regulations issued under each of such federal or
state statutes.

"EPCM CONTRACT" means the principal engineering, purchasing and
construction management contract dated as of August 20, 1996, with Roberts &
Schaefer Company, as the same may have been amended from time to time, and
pursuant to which the Borrower contracted for the construction of the leach pad
and processing aspects of the Project.

//ex-xxx_1043_ab.cecc
<PAGE>

"EQUIPMENT, MACHINERY, PROPERTY AND FIXTURES" means the equipment,
machinery, personal property and fixtures described in SCHEDULE 2 attached
hereto and all machinery, equipment and property, whether moveable or
immoveable, and all buildings, plants, structures, installations and fixtures of
any type whatsoever, now owned or hereafter acquired by the Borrower, VGH,
Vista, or any Subsidiary of any of such parties and used in connection with the
Project or with properties located within the Project's Area of Interest.

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

"EVENT OF DEFAULT" means any of those events specified in SECTION 9.1.

"EXISTING LETTER OF CREDIT" means the $1,089,242.00 letter of credit
dated January 31, 1997 issued by the Lender for the account of the Borrower and
in favor of Sierra Pacific pursuant to the Original Loan Agreement in the form
of EXHIBIT B attached hereto, together with any renewals thereof, and any
amendments thereto or replacements therefor issued at the request of the
Borrower and accepted by the beneficiary.

"EXISTING TERM LOAN" means the term loan made by the Lender to the
Borrower under the Original Loan Agreement.

"FACILITY" means the financing accommodations provided or continued
by the Lender under the provisions of this Agreement with respect to the Loans
and the Existing Letter of Credit.

"GAAP" means generally accepted accounting principles in Canada as
in effect on the Restatement Closing Date, applied on a consistent basis
(reconciled to generally accepted accounting principles in the United States of
America as in effect on such date).

"GOLD" means gold of minimum 0.995 fineness in gold bars conforming
in all respects with the requirements for good delivery based on the standards
of the London Bullion Market Association, and the word "ounce" or "oz." when
used herein shall always mean a troy ounce.

"HEDGING AGREEMENT" means the Master Agreement entered into between
the Borrower and the Lender dated as of October 4, 1996, in the form of the
International Swap Dealers Association Master Agreement attached hereto as
EXHIBIT M. as it may be amended, supplemented or otherwise modified and in
effect from time to time.

"INDEPENDENT CONSULTANT" means Pincock Alien & Holt, mining
engineers, or such other independent consultant, reasonably acceptable to the
Borrower, as shall be appointed from time to time by the Lender to provide
ongoing consulting services hereunder in accordance with SECTIONS 7.3. 7.9. 7.17
arid other provisions of this Agreement.

"IRREVOCABLE REQUEST FOR ADDITIONAL TERM LOAN" means an irrevocable
written request from the Borrower to the Lender to make the Additional Term
Loan, in substantially the form of EXHIBIT C-L attached hereto.

"IRREVOCABLE REQUEST FOR HEDGING AGREEMENT PROCEEDS" means an
irrevocable written request from the Borrower to the Lender to modify and
reprice certain gold-forward hedging contracts and make the proceeds available
to the Borrower in accordance with SECTION 2.4. in substantially the form of
EXHIBIT C-3 attached hereto.

"LANDS" means the patented and unpatented mining claims, mining
leases and other property described in SCHEDULE I attached hereto and any other
mining rights or real property interests now owned or hereafter acquired by the
Borrower, VGH, Vista, or any Subsidiary of any of such parties which are related
to the Project or located within the Project's Area of Interest.

"LENDER" means Dresdner Bank AG, New York and Grand Cayman Branches.
"Letter of Credit Fees" shall have the meaning set forth in SECTION 3.3(B).

"LETTER OF CREDIT LOAN" means any Loan resulting from the
non-payment by the Borrower of amounts payable to Lender with respect to the
Existing Letter of Credit pursuant to SECTION 3.3(A).

"LIBOR" means the rate per annum (rounded upwards if necessary to
the nearest whole one-sixteenth of one percent (1/16%)) equal to (a) the average
of the offered rates as of 11:00 a.m., London time, appearing on the display
designated as page "LIBO" on the Renter Monitor Money Rates Service (or such
other page as may replace the LIBO page on that service for the purpose of
displaying London interbank offered rates of major banks) for dollar deposits
for the relevant period of time, or (b) if fewer than two offered rates appear
on the display referred to in CLAUSE (A) above, the rate determined by the
Lender (which determination shall be conclusive in the absence of manifest
error) to be the average of the rates at which banks are offered dollar deposits
for the relevant period of time in the interbank Eurodollar market at about
11:00 a.m., London time.

"LIEN" means a mortgage, security interest, pledge, charge, deposit
arrangement, assignment, deed of trust, encumbrance, lien (statutory or other),
tax lien, mechanics' lien, materialmen's lien or charge or encumbrance or
conditional sale or other title retention agreement, any financing (i.e.,
capital as opposed to operating) lease having substantially the same economic
effect as any of the foregoing, and the filing of or agreement to give any
financing statement under the Uniform Commercial Code or similar law in the
applicable jurisdiction.

"LIFETIME CASH FLOW" means, at any date of determination, the sum of
(a) the Borrower's actual revenues from the Project, minus the Borrower's actual
Cash Costs, for the period from the Restatement Closing Date through such date
of determination, and (b) the Project's remaining projected revenues (as shown
in the most recent Project Budget and approved by the Independent Consultant)
over the useful life of the Project, minus the Borrower's projected Cash Costs
over such period, using the Projected Gold Price on an undiscounted basis.

"LOANS" means the Existing Term Loan and the Additional Loans.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on the
Collateral or the Project or the properties, business, prospects, operation or
financial condition of the Borrower, or on the Borrower's ability to (i) pay for
the costs of construction, operation or maintenance of the Project in accordance
with the most recent Project Budget, or (ii) perform any of its material
obligations under this Agreement, the Notes, the Collateral Agreements, the
Material Project Agreements, the Material Project Permits or the Hedging
Agreement. In determining whether any individual event would result in a
Material Adverse Effect, notwithstanding that such event does not itself have
such effect, a Material Adverse Effect shall be deemed to have occurred if the
cumulative effect of such event and all other then-existing events would result
in a Material Adverse Effect.

"MATERIAL PROJECT AGREEMENTS" means: (a) the MMC Property Deed and
the BUSA Agreement and Property Deed (together with the purchase options
described therein); (b) the contracts or agreements described in SCHEDULE 3
attached hereto, including any or all sales contracts, mining joint venture
agreements, construction contracts, power and water supply contracts,
processing, refining and smelting contracts, and all other contracts or
agreements relating to the Project or the Borrower's mine or related surface
facilities under which any party has a payment obligation, contingent or
otherwise, in excess of $50,000, excluding the EPCM Contract and the Mining
Contract; and (c) all other contracts and agreements relating to such assets or
properties, the breach or default of which would have a Material Adverse Effect
on the Project.

"MATERIAL PROJECT PERMITS" means those governmental licenses,
operating bonds, permits and approvals listed in SCHEDULE 4 attached hereto and
which are material to the construction or operation of the Project.

"MINING CONTRACT" means the principal mining contract dated on or
about October 1, 1996, with D.H. Blattner & Sons, Inc., as the same may have
been amended from time to time, pursuant to which the Borrower previously
contracted for the mining of the Project.

"MMC PROPERTY DEED" means the deed and conveyance into the Borrower
executed and delivered prior, to the date of this Agreement pursuant to that
certain Mining Lease and Option to Purchase dated July 21, 1993 between the
Borrower and Mary Mining Company, Inc. ("MMC") and covering the Borrower's
interest in the mining claims and other real property known as the
Mary/Drinkwater area of the Project. Pursuant to the MMC Property Deed, MMC
reserved a royalty (as indicated on SCHEDULE 5) and secured same with a Deed of
Trust covering the subject Lands.

"NET CASH FLOW" means, with respect to each calendar month, the
amount, if any, by which (a) the Borrower's actual revenues from the Project for
such period (including proceeds from the sale of any Project assets), exceeds
(b) the Cash Costs for such period.

"NOTES" means the promissory notes of the Borrower issued in favor
of the Lender, each dated the Restatement Closing Date, evidencing the
respective Loans, as described in Section 2.3.

"ORIGINAL LOAN AGREEMENT" means the Loan Agreement between the
Borrower and the Lender dated as of January 17, 1997, as it may be amended,
supplemented or otherwise modified and in effect from time to time prior to its
restatement and amendment by this Agreement.

"OTHER ACCOUNTS" has the meaning set forth in SECTION 4.5.

"PERMITTED LIENS" means any one or more of the following:

(a) Liens for taxes, assessments, governmental charges or
levies either not yet delinquent or being contested in good faith in an
appropriate manner diligently pursued and as to which adequate reserves shall
have been set aside in conformity with GAAP;

(b) Deposits or pledges to secure the payment of workers'
compensation, unemployment insurance or other social security or retirement
benefits or obligations, or to secure the performance of bids, trade contracts,
leases, public or statutory obligations, surety or appeal bonds and other
obligations of a like nature incurred in the ordinary course of business;

(c) Materialmen's, mechanics', workmen's, repairmen's,
employees' or other like liens arising in the ordinary course of business to
secure obligations not yet delinquent or being contested in good faith in an
appropriate manner diligently pursued and as to which adequate reserves shall
have been set aside in conformity with GAAP or as to which adequate bonds shall
have been obtained;

(d) Purchase money liens, purchase money security interests
or title retention arrangements on or in any property acquired or held by the
Borrower in the ordinary course of business to secure purchase money Debt
incurred solely for the purpose of financing the acquisition of such property,
or renewals, extensions or refinancing thereof, so long as none of such
Permitted Liens described in this SUBSECTION (D) exceed at any time the amount
of $50,000 individually or $200,000 in the aggregate in excess of the amount
budgeted for such items as contained in the Project Budget and the most recent
Project Budget, and any renewal, extension or refinancing thereof does not
consist of any capitalization of interest on the original Debt and does not
extend to any property of the Borrower other than the property acquired pursuant
to this subsection;

(e) Liens listed on SCHEDULE 8 attached hereto; (f) Liens
granted to the Lender under the Collateral Agreements;

(f) Other non-monetary Liens that do not materially
adversely effect the value of the property subject to such Liens; and

(g) Liens granted (i) to Vista or any Subsidiary in the
mining equipment described in SECTION 5.1(T) to secure the seller's note
described in such SECTION 5.1(T). or (ii) to VGH or Vista to secure intercompany
loans required or permitted to be made under this Agreement to the Borrower to
fund Project-related expenditures, in either case only so long as any such loans
are disclosed in writing to the Lender and all such Liens are subordinated to
the Liens of the Lender pursuant to a written subordination agreement in form
and substance satisfactory to the Lender in its sole discretion, which
subordination shall include, among other things, an absolute standstill on any
action by VGH or Vista, as the case may be, to enforce such subordinate Liens or
any rights in connection therewith without the prior written consent of the
Lender.

"PERSON" means an individual, partnership, corporation, trust,
unincorporated association, joint venture, governmental agency or other entity
of whatever nature.

"PLAN" means any employee pension benefit plan maintained or
contributed to by VGH, Vista, the Borrower or by any trade or business (whether
or not incorporated) under common control of VGH, Vista, the Borrower or any
Subsidiaries of any such parties as defined in Section 4001(c) of ERISA and
insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA.

"PLAN OF OPERATIONS" means that certain Plan of Operations and
Reclamation Plan dated (and submitted) January 12, 1996 prepared by Gwilyn
Environmental Services, WESTEC and the Borrower, and approved by the Bureau of
Land Management, U.S. Department of the Interior, Battle Mountain District
Office, Nevada ("BLM") July 26, 1996 in connection with the BLM's Record of
Decision approving the Environmental Assessment.

"P.M. FIXING PRICE" means the price of Gold on any date of
determination, determined by the five participating firms of the London Gold
market which set the p.m. fixing price per ounce of Gold on any given Business
Day (or, if there is no p.m. fixing price on such Business Day, then the fixing
price per ounce of Gold announced at the morning fixing set by such firms for
such Business Day), and (ii) for any day which is not a Business Day, the "P.M.
Fixing Price" means the P.M. Fixing Price for Gold for the most recent and prior
Business Day; PROVIDED, HOWEVER, if the foregoing alternatives are not
available, the P.M. Fixing Price for such day shall be the publicly quoted price
per fine ounce of Gold (in Dollars) on such other accessible international
market (allowing for physical delivery of Gold at an Acceptable Delivery
Location) as may be reasonably selected by the Lender.

"POTENTIAL EVENT OF DEFAULT" means any event which with the giving
of notice or lapse of time or both would become an Event of Default.

"PROCESS AGENT" has the meaning set forth in SECTION 10.10(A).

"PRODUCTS" means all ore, minerals, concentrate, dor6 bar and
refined Gold, or other metals produced by or on behalf of the Borrower from the
Project.

"PROJECT" means: (a) the Mineral Ridge Gold Mine located in
Esmeralda County, Nevada, the open pit gold mine and related surface processing
and other facilities constructed or being constructed in connection therewith,
and all associated plant and equipment necessary for the production or
processing of ore therefrom, as may be more particularly described in the most
recent Project Budget and the Plan of Operations; (b) the Lands and the
Equipment, Machinery, Property and Fixtures and all other properties, assets and
undertakings mortgaged, pledged and charged under or secured by the Deed of
Trust or any Supplemental Deeds of Trust; (c) any and all ancillary facilities,
buildings, structures, equipment, machinery and inventory or other property
acquired or used in connection with the Project, including any property which
may from time to time be located within the limits of the Lands and used in
connection with the Project; (d) the construction and installation of such
facilities, structures and equipment as have not heretofore been constructed and
installed; (e) the mining and milling operations; (f) the Products, including
the mining, haulage and crushing of ore from the Project (including the ore
deposits known as the Gold Wedge, Gordon-Brodie, Drinkwater and Mary ore
deposits) and the processing, sale and transportation of dor6 or concentrates
containing commercial quantities of Gold and other precious metals at or from
the Project or elsewhere; and (g) the Material Project Permits, the Material
Project Agreements and all other documents or agreements relating to the
Project.

"PROJECT ACCOUNT" means the account or accounts established by and
for the Borrower at the Lender or such other Bank approved by Lender, pursuant
to SECTIONS 4.5 and 7.17. for the deposit of the proceeds of the Loans and the
proceeds from the sale of Products.

"PROJECT BUDGET" means the definitive mine plan and budget and any
related information and data provided to and approved by the Lender and the
Independent Consultant in accordance with SECTIONS 5.1(N)(I) (as to the initial
mine plan and budget delivered as of the Restatement Closing Date and attached
as SCHEDULE 7 hereto) and 7.3(A) (as to the subsequent, updated Project
Budgets); updated in accordance with SECTION 7.3(A) and setting forth, on a
semiannual basis over the life of the Recoverable Reserves of the Project, (i)
the Borrower's estimates of ore reserves for the Project, including Recoverable
Reserves; (ii) projections of production therefrom; (iii) budgets for all direct
and out-of-pocket cash expenditures and Royalties relating to the construction,
operation and maintenance of the Project; (iv) the Borrower's estimates of
corporate overhead items; (v) taxes projected to be paid by the Borrower; (vi)
Capital Expenditure budgets for the Project; (viii) exploration expenditures of
the Project; (vii) the Borrower's current and projected hedging programs; and
(ix) projections of the Borrower's estimated cash flows, Net Cash Flow, Lifetime
Cash Flow, and the financial covenants set forth in SECTION 7.19 over the
periods covered by the Project Budget. Updates of such information and data
shall be made available by the Borrower to and subject to the approval of the
Lender and the Independent Consultant in accordance with SECTION 7.3 (A) not
less frequently than semi-annually.

"PROJECTED GOLD PRICE" for any future period measured hereunder
shall be the average P.M. Fixing Price over the 180 days prior to the date of
determination.

"RECOVERABLE RESERVES" means the aggregate of economically minable
and recoverable Gold contained in ore reserves of the Project which are
classified as "proven" or "probable" in accordance with guidelines promulgated
by the Securities and Exchange Commission.

"REQUIREMENTS OF LAW" means, as to any Person, any law, treaty,
ordinance, rule or regulation, or determination of an arbitrator or a court or
other governmental agency, in each case applicable to or binding upon such
Person or any of its properties or to which such Person or any of its properties
is subject, and specifically including Environmental Laws.

"RESTATEMENT CLOSING DATE" means the first date on which all
conditions precedent to the effectiveness of this Agreement set forth in SECTION
5.1 have been satisfied or waived by the appropriate party.

"ROYALTIES" has the meaning set forth in SECTION 6.10.

"SHARE PURCHASE AGREEMENT" means that certain Share Purchase and
Sale Agreement dated as of October 21, 1998 among CRL, CRI, Vista and VGH,
substantially in the form attached hereto as EXHIBIT F.

"SIERRA PACIFIC" means Sierra Pacific Power Company, a utility based
in Reno, Nevada, which is the provider of electricity to the Project and the
beneficiary of the Existing Letter of Credit.

"SUBSIDIARY" means any corporation, association or other business
entity of (i) which either VGH, Vista or the Borrower or any subsidiary of any
of such parties owns, directly or indirectly, more than fifty percent (50%) of
the voting securities thereof or (ii) which VGH, Vista or the Borrower controls
through equity ownership, common Board of Directors, management or otherwise.

"SUPPLEMENTAL DEED OF TRUST" means the "__________" Supplemental
Deed of Trust, Security Agreement, Financing Statement and Assignment of
Production and Proceeds covering any Lands (in addition to those listed in
SCHEDULE I attached hereto) not covered by the Deeds of Trust, which may be
granted by the Borrower or any of their Subsidiaries in favor of the Lender
pursuant to SECTION 4.1 or otherwise as provided herein, in substantially the
form of EXHIBIT I attached hereto. The "_______________" in the title to any
Supplemental Deed of Trust shall be filled in sequentially, i.e.. "First,"
"Second," "Third," etc., as appropriate.

"THIRD PARTY FINANCING ARRANGEMENT" means any agreement or
arrangement pursuant to which credit, financial or other accommodation
(including drawdowns on margin calls under gold or other commodity loan
facilities, gold or other commodity forward sale arrangements, floor price
programs, deferred forward arrangements, call or option transactions or
commodity leasing facilities) has been or is made available to the Borrower;
PROVIDED. HOWEVER, that for purposes hereof, the Original Loan Agreement, this
Agreement, the Hedging Agreement and any other hedging or trading facilities
established with the Lender shall NOT be included within the definition of
"Third Party Financing Arrangement."

"VGH" means Vista Gold Holdings Inc., a Nevada corporation.

"VGH GUARANTEE" means the Guarantee to be dated as of the
Restatement Closing Date, issued in favor of the Lender by VGH in substantially
the form attached hereto as EXHIBIT D. whereby VGH guarantees the Borrower's
obligations under this Agreement and the Hedging Agreement; provided, that
recourse against VGH under such guarantee shall be limited to the stock of the
Borrower pledged to the Lender under the VGH Pledge Agreement.

"VGH PLEDGE AGREEMENT" means the VGH Pledge Agreement to be dated as
of the Restatement Closing Date, issued by VGH in favor of the Lender in
substantially the form of EXHIBIT E attached hereto, as security for its
obligations under the VGH Guarantee.

"VISTA" means Vista Gold Corp., a corporation continued under the
laws of the Yukon Territory of Canada.

"VISTA MANAGEMENT FEE" means a management fee payable by the
Borrower to Vista that (a) accrues at the rate of $50,000 per calendar month
during the months of November 1998 through February 2000, and is payable at the
rate of $100,000 per calendar month during the months of September 1999 through
April 2000, and (b) accrues and is payable at the rate of $50,000 per each
calendar month after February 2000 during which Lifetime Cash Flow is at all
times greater than $25,000,000; PROVIDED, that in either case, such management
fee shall only be payable so long as either (i) no Potential Event of Default or
Event of Default has occurred and is continuing as of the time of payment or
(ii) no Potential Event of Default or Event of Default had occurred and was
continuing at the time such monthly management fee was accrued.

1.2 ACCOUNTING PRINCIPLES. All accounting terms not otherwise
defined herein shall be construed, all financial computations required under
this Agreement shall be made, and all financial information required under this
Agreement shall be prepared, in accordance with GAAP.

1.3 RULES OF CONSTRUCTION. Unless otherwise specified, references
in this Agreement to an article, section, subsection or clause refer to the
corresponding article, section, subsection or clause of this Agreement. The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Agreement as a whole, including all Exhibits and Schedules, as the same
may from time to time be amended, restated, modified or supplemented, and not to
any particular article, section, subsection or clause contained in this
Agreement or any such Exhibit or Schedule. Wherever from the context it appears
appropriate, each term stated in either the singular or plural shall include the
singular and the plural, and pronouns stated in the masculine, feminine or
neuter gender shall include the masculine, feminine and neuter genders. The
words "including," "includes" and "include" shall be deemed to be followed by
the words "without limitation"; the word "or" is not exclusive; references to
Persons include their respective successors and assigns (to the extent and only
to the extent permitted by this Agreement and any other relevant documents) or,
in the case of governmental Person, Persons succeeding to the relevant functions
of such governmental Persons; and all references to statutes and related
regulations shall include any amendments of the same and any successor statutes
and regulations.

1.4 INDEPENDENT CONSULTANT. Each reference in this Agreement to
any review or approval by the Independent Consultant of any mine plan, budget,
related information and data, or Project Budget shall be construed as a
reference to reasonable approval based on normal industry standards.

ARTICLE II

LOANS UNDER THE FACILITY

2.1 THE LOANS.

(a) THE EXISTING TERM LOAN. The Borrower acknowledges and
agrees that, as of the Restatement Closing Date, the Amount Outstanding of the
Existing Term Loan is $13,000,000.00, which Amount Outstanding is owed to the
Lender without offset, defense or counterclaim of any kind whatsoever.

(b) THE ADDITIONAL LOANS. The Borrower has requested the
Lender to make the Additional Loans to pay or otherwise satisfy certain expenses
incurred or expected to be incurred in connection with the Project, and the
Lender agrees to provide the Additional Loans on the terms and conditions
hereinafter set forth.

(i) DISBURSEMENT OF ADDITIONAL TERM LOAN. Provided
that the Lender has received the Borrower's Irrevocable Request for
Additional Term Loan no later than three Business Days prior to the
Restatement Closing Date, the Lender will disburse an aggregate
amount of $1,615,000.00 on the Restatement Closing Date as the
Additional Term Loan by (A) payment directly to D.H. Blattner &
Sons, Inc. of $1,075,000 in accordance with its written instructions
to the Lender, in full satisfaction of the Borrower's indebtedness
under the Mining Contract and to obtain the release of the Lien
claimed by D.H. Blattner & Sons, Inc. on the Project, and (B)
payment directly to Roberts & Schaefer Company of $540,000 in
accordance with its written instructions to the Lender, in full
satisfaction of the Borrower's indebtedness under the EPCM Contract
and to obtain the release of the Lien claimed by Roberts & Schaefer
Company on the Project.

(ii) LETTER OF CREDIT LOANS. To the extent that any
amount payable by the Borrower to the Lender with respect to the
Existing Letter of Credit pursuant to SECTION 3.3 is not paid as and
when due, such amount shall constitute a Letter of Credit Loan.

(c) PAYMENT OF LOANS. All Loans, whether arising under the
Original Loan Agreement or this Agreement, shall be payable by the Borrower to
the Lender at the times and in the amounts specified in SECTION 2.5.

2.2 INTEREST.

(a) ACCRUED INTEREST UNDER THE ORIGINAL LOAN AGREEMENT. The
Borrower acknowledges and agrees that, through September 30, 1998, the aggregate
amount of the Accrued Interest under the Original Loan Agreement is $500,116.32,
which amount is owed to the Lender without offset, defense or counterclaim of
any kind whatsoever. From October I, 1998, through the Restatement Closing Date,
interest shall continue to accrue as provided in the Original Loan Agreement.

(b) INTEREST UNDER THIS AGREEMENT. From and after the
Restatement Closing Date, interest shall accrue at the Borrowing Rate from time
to time in effect on (i) the Amount Outstanding of the Loans, and (ii) the
aggregate amount of the Accrued Interest, the Accrued Fees and the Accrued
Expenses as of the end of the preceding calendar month. Interest shall be
payable as provided in SECTION 2.2(D).

(c) BORROWING PERIODS. The Borrower may select interest or
borrowing periods (a "Borrowing Period") with respect to all, but not less than
all, of the Loans and other obligations of Borrower bearing interest hereunder,
of 30, 60, 90 or 180 days; PROVIDED, HOWEVER, that the Borrower may not select a
Borrowing Period if the Lender determines that dollar deposits are not being
offered in the London interbank dollar market for such Borrowing Period in
accordance with customary practice. The Borrower must select the initial
Borrowing Period by giving the Lender notice pursuant to an Irrevocable Request
for Borrowing Period at least three Business Days prior to the Restatement
Closing Date; thereafter, the Borrower may select a Borrowing Period by giving
notice to the Lender at least three Business Days prior to the expiration of the
Borrowing Period then in effect in substantially the form of Exhibit C-2
attached hereto. If at any time the Borrower fails to give timely notice of any
such selection, then the Borrower shall be deemed to have selected a Borrowing
Period of 30 days.

(d) PAYMENT OF INTEREST.

(i) CURRENT PAYMENT OF INTEREST ON ADDITIONAL TERM
LOAN AND LETTER OF CREDIT LOANS. Interest accruing on the Additional
Term Loan and on any Letter of Credit Loans shall be due and payable
on the last day of each Borrowing Period; PROVIDED, however, that
when the Borrower has selected a Borrowing Period for of more than
90 days, interest shall be payable at 90-day intervals within such
Borrowing Period and on the last day of such Borrowing Period.

(ii) DEFERRED PAYMENT OF OTHER ACCRUED INTEREST. Except
as otherwise provided in SECTION 2.2(D)(I). all interest accrued or
accruing under the Original Loan Agreement or this Agreement shall,
solely for purposes of determining the amount of Accrued Interest,
be deemed payable at the end of each Borrowing Period, and shall
otherwise be payable by the Borrower to the Lender at the times and
in the amounts specified in SECTION 2.5.

2.3 NOTES. The RESPECTIVE Loans shall be evidenced by the
following Notes:

(a) THE EXISTING TERM LOAN. The Existing Term Loan shall be
evidenced by a Note in the original principal amount of $13,000,000.00, in
substantially the form of EXHIBIT A-1 attached hereto (the "Existing Term Loan
Note"). The Existing Term Loan Note will restate and amend, and will supersede
and replace, the two promissory notes executed by the Borrower and delivered to
the Lender under the Original Loan Agreement, each of which will be marked by
the Lender as "Restated and Superseded. "

(b) THE ADDITIONAL TERM LOAN. The Additional Term Loan shall
be evidenced by a Note in the original principal amount of $1,615,000.00, in
substantially the form OF EXHIBIT A-2 attached hereto.

(c) THE LETTER OF CREDIT LOANS. The Letter of Credit Loans
shall be evidenced by a Note in the original principal amount of $1,089,242.00,
in substantially the form of EXHIBIT A-3 attached hereto.

Each of the Notes represents the obligation of the Borrower to repay the amount
of the respective Loan evidenced thereby that has not been repaid by the
Borrower, together with interest as set forth herein. The Borrower authorizes
the Lender to endorse the date and amount of each Loan and each repayment
thereof on the schedule annexed to and constituting a part of the applicable
Note, which endorsement shall constitute PRIMA FACIE evidence of the accuracy of
the information endorsed, in the absence of manifest error. The failure so to
record any such amount or any error in so recording any such amount shall not,
however, limit or otherwise affect the obligations of the Borrower hereunder or
under any Note to repay the principal amount of the Loans together with all
interest accruing thereon and fees accruing with respect thereto.

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2.4 MODIFICATION OF GOLD FORWARD CONTRACTS THROUGH REPRICING AND
RELEASE OF PROCEEDS FOR USE ON PROJECT. Provided that the Lender has received
the Borrower's Irrevocable Request for Hedging Agreement Proceeds no later than
three Business Days prior to the Restatement Closing Date, the Lender will take
such steps as the Lender deems necessary or advisable in order to have available
on the Restatement Closing Date $3,500,000 of net proceeds from the modification
and repricing of existing gold forward hedging contracts under the Hedging
Agreement, which $3,500,000 shall be released or disbursed by the Lender on the
Restatement Closing Date for the Borrower's account in the following manner:

(a) $3,400,000 shall be deposited into the Project Account
for use by the Borrower in accordance with the Project Budget and this
Agreement; and

(b) $100,000 shall be applied by the Lender directly to
payment to the Lender or its counsel or consultants on account of Accrued
Expenses of Lender in connection with the Original Loan Agreement and the
preparation of this Agreement and the other documents required or contemplated
hereby, or the consummation of the transactions contemplated hereby or thereby,
which in either case are to be executed or consummated on or prior to the
Restatement Closing Date.

2.5 MANDATORY REPAYMENT OF LOANS AND OTHER OBLIGATIONS.

(a) MANDATORY SCHEDULED REPAYMENT OF ADDITIONAL TERM LOAN.
So long as there is any Amount Outstanding with respect to the Additional Term
Loan, the Borrower shall repay to the Lender on the respective dates set forth
below the corresponding amounts of principal of such Loan (or such lesser amount
that represents the full Amount Outstanding of such Loan as of such date):

REPAYMENT DATE REPAYMENT AMOUNT

October 30,1998 $80,750

November 30,1998 $80,750
December 31,1998 $80,750
January 29,1999 $80,750
February 26,1999 $80,750
March 31,1999 $80,750
April 30,1999 $80,750
May 31,1999 $80,750
June 30,1999 $80,750
July 30,1999 $80,750
August 31,1999 $80,750
September 30,1999 $80,750
October 29,1999 $80,750
November 30,1999 $80,750
December 31,1999 $80,750
January 31,2000 $80,750
February 29,2000 $80,750
March 31,2000 $80,750
April 28,2000 $80,750
May 31,2000 $80,750

(b) MANDATORY REPAYMENT OF LOANS OR OTHER OBLIGATIONS BASED
ON NET CASH FLOW. So long as there is any Amount Outstanding with respect to any
of the Loans, the Existing Letter of Credit is outstanding, there is any Accrued
Interest, there are any Accrued Fees, or there are any Accrued Expenses, the
Borrower shall pay to the Lender on account of such obligations, within 15 days
after the end of each month, an amount equal to seventy percent (70%) of the
Borrower's Net Cash Flow for such monthly period; PROVIDED, that the Borrower
may retain and use all or some portion of such amount to fund anticipated Cash
Costs of the Project if:

(i) either:

(A) such retention is contemplated under the cash flow
projections forming part of the Project Budget from time to
time; or

(B) such retention is approved by the Lender, in its
sole discretion; and

(ii) the Borrower also retains and uses for such purpose at
least a pro rata portion of the remaining thirty percent (30%) of the
Borrower's Net Cash Flow for such monthly period.

Any such payments received by the Lender shall be applied to payment of the
Loans and the Borrower's other obligations to the Lender in the following order:

(1) first, to payment of any Amount Outstanding with respect
to the Existing Term Loan or any Letter of Credit Loan, in such
order as Lender may determine in its sole discretion;

(2) second, to payment of any Accrued Interest;

(3) third, to payment of any Accrued Fees;

(4) fourth, to payment of any Accrued Expenses; and

(5) fifth, to payment of any other then due and payable
obligations of the Borrower to the Lender.

2.6 INTENTIONALLY OMITTED.

2.7 VOLUNTARY PREPAYMENTS. The Borrower may prepay any amount of
any outstanding Loan in integral multiples of $250,000 at the end of any
Borrowing Period, without penalty or premium, by providing the Lender not less
than five Business Days' notice. Such notice shall identify the Loan to which
such voluntary prepayment is to be applied and shall be irrevocable. The Loan
and the amount thereof to be prepaid, as set forth in said notice, shall be due
and payable on the date set forth therein. Any such prepayments shall be applied
by the Lender to payment of the Amount Outstanding with respect to the Loan
being prepaid and other obligations of the Borrower with respect to such Loan in
the order set forth in SECTION 2.5(B).

2.8 FEES AND OTHER COMPENSATION.

(a) ACCRUED FEES. The Borrower acknowledges and agrees that,
through September 30, 1998, the amount of the Accrued Fees under the Original
Loan Agreement is $25,000.00, consisting of the accrued "Administration Fees"
under and as defined in the Original Loan Agreement, which amount is owed to the
Lender without offset, defense or counterclaim of any kind whatsoever. From
October 1, 1998, through the Restatement Closing Date, "Letter of Credit Fees"
under and as defined in the Original Loan Agreement shall accrue as provided in
the Original Loan Agreement. Such "Administration Fees" and "Letter of Credit
Fees" accrued or accruing under the Original Loan Agreement prior to the
Restatement Closing Date shall be payable by the Borrower to the Lender at the
times and in the amounts specified in SECTION 2.5(B).

(b) ACCRUED EXPENSES. On the Restatement Closing Date, the
Borrower shall pay to the Lender such amount as is invoiced to the Lender and
the Borrower by the Lender's counsel. Murphy Sheneman Julian & Rogers, any local
counsel employed by them, if any, and the Lender's consultants, in connection
with the Original Loan Agreement and this Agreement for such counsels' and
consultants' reasonable fees and charges incurred through such date. Such
payment shall be made by the Lender applying for the Borrower's account part of
the net proceeds under the Hedging Agreement being made available to the
Borrower, as provided in SECTION 2.4(B). Any Accrued Expenses accrued or
accruing under the Original Loan Agreement or in connection with this Agreement
prior to the Restatement Closing Date and not paid pursuant to SECTION 2.4(B)
shall be payable by the Borrower to the Lender at the times and in the amounts
specified in SECTION 2.5.

(c) CURRENT ADMINISTRATION FEE. Borrower shall pay the
Lender an annual administration fee of $25,000 (the "Administration Fee"), which
Administration Fee shall be due and payable in advance on the Restatement
Closing Date and on each anniversary of the date of this Agreement. Each annual
Administration Fee shall be fully-earned on the date when due and shall not be
subject to rebate or proration for any reason.

(d) THE LENDER'S PARTICIPATING INTEREST IN NET CASH FLOW. In
consideration of the Lender's entering into this Agreement and restructuring or
making available the Loans, the Existing Letter of Credit, and the other
financial accommodations provided for herein, the Borrower grants to the Lender
an ongoing, perpetual participating interest in the Project equal to eight
percent (8%) of Net Cash Flow from and after the time that the Loans and other
payment obligations of the Borrower under the Original Loan Agreement and this
Agreement (other than the payment obligations based on Net Cash Flow provided
for in this SECTION 2.8(D)) have been paid in full or released pursuant to
SECTION 9.3(B). After payment of the Loans and such other obligations, the
Borrower shall continue to deliver to the Lender each of the financial
statements specified in SECTION 7.2. and within 30 days after the end of each
fiscal quarter the Borrower shall deliver to the Lender eight percent (8%) of
the Borrower's Net Cash Flow for such quarterly period. The provisions of this
SECTION 2.8(D), SECTION 7.2 and SECTION 7.9 shall survive any such repayment of
the Loans or termination of this Agreement, and if requested by the Lender, the
Borrower shall execute a separate agreement to evidence the Lender's continuing
rights with respect to such participating interest in the Project. The Borrower
shall make appropriate entries in its books and records to reflect Lender's
participating interest in the Project.

2.9. MISCELLANEOUS.

(a) PAYMENTS AND COMPUTATIONS.

(i) The Borrower shall make each payment due hereunder or
under the Notes not later than 1:00 p.m. (New York City time) on the day due in
same day funds in Dollars by payment of such funds to such account as the Lender
shall specify.

(ii) All computations of interest and Letter of Credit Fees
shall be made on the basis of a year of three hundred and sixty (360) days for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or Letter of Credit Fees are
payable.
(iii) Each determination by the Lender of an interest rate
hereunder shall be conclusive and binding for all purposes in the absence of
manifest error and absent prompt notice from the Borrower of such error.
(iv) Whenever any payment to be made hereunder or under the
Notes shall be stated to be due, or whenever the last day of any Borrowing
Period would otherwise occur, on a day other than a Business Day, such payment
shall be made, and the last day of such Borrowing Period shall occur, on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or any fee, as the case may
be; PROVIDED, HOWEVER, if such extension would cause such payment to be made, or
the last day of such Borrowing Period to occur, in the next following calendar
month, such payment shall be made, or the last day of such Borrowing Period
shall occur, on the immediately preceding Business Day.
(v) To the fullest extent permitted by law, the Borrower
shall make all payments hereunder and under the Notes without setoff and free
and clear of all taxes, duties, imposts or other charges, and regardless of any
defense or counterclaim that may adversely affect the Borrower's obligation to
make or the right of the holder of any Note to receive such payments.

(b) DEFAULT INTEREST. The Borrower shall pay to the Lender
on demand interest on any amount that is not paid by the Borrower when due at a
rate per annum equal to 3 % plus the Borrowing Rate from time to time in effect.

(i) Without prejudice to the rights of the Lender
under the provisions of Section 2.9(b). the Borrower shall indemnify
the Lender against any loss or expense that the Lender may sustain
or incur as a result of the failure by the Borrower to pay when due
any principal of any Loan, to the extent that any such loss or
expense is not recovered pursuant to the provisions of
Section 2.9(b). A certificate or other notice of the Lender setting
forth the basis for the determination of the interest due on overdue
principal and of the amounts necessary to indemnify the Lender in
respect of such loss or expense, submitted to the Borrower by the
Lender, shall constitute prima facie evidence of the accuracy of the
information contained therein in the absence of manifest error.

(ii) If, due to a voluntary prepayment pursuant to ARTICLE
II. due to an acceleration of the maturity of the Notes pursuant to ARTICLE IX
or due to any other reason, the Lender receives payments of principal of any
Loan other than on the last day of a Borrowing Period, the Borrower shall, upon
demand by the Lender, pay to the Lender any amounts required to compensate the
Lender for any additional losses, costs or expenses that the Lender may
reasonably incur as a result of such payment, including any loss (including loss
of anticipated profits that the Lender would have received through the end of
the subject Borrowing Period), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the Lender to
fund or maintain such Loan.

2.10. TAXES.

(a) OTHER TAXES. The Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise, mortgage, or property
taxes, charges or similar levies (but not income or franchise taxes) that arise
from any payment made hereunder or under the Notes or the Hedging Agreement or
from the execution, delivery, recordation or registration of, or otherwise with
respect to, this Agreement, the Notes, the Collateral Agreements or the Hedging
Agreement (hereinafter referred to as "Other Taxes"). The Borrower will
indemnify the Lender for and hold it harmless from the full amount of Other
Taxes (including any Other Taxes imposed by any jurisdiction on amounts payable
under this SECTION 2.10) paid by the Lender or any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Other Taxes were correctly or legally asserted; PROVIDED,
HOWEVER, that the Borrower shall have the right to contest in good faith any
such tax levied upon the Lender. This indemnification shall be made within
thirty days from the date the Lender makes written demand therefor, unless the
Borrower is contesting the tax in good faith, in which event the foregoing
indemnification shall not be triggered until the final determination of such
contest or proceeding.

(b) SURVIVAL. Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this SECTION 2.10 shall survive the payment in full of
principal and interest of all Loans made hereunder and under the Notes and the
delivery in full of all Gold covered by the Hedging Agreement.

ARTICLE III

EXISTING LETTER OF CREDIT

3.1. ISSUANCE UNDER ORIGINAL LOAN AGREEMENT. Under the Original
Loan Agreement, the Lender previously issued the Existing Letter of Credit.

3.2. LETTER OF CREDIT AVAILABILITY. The Existing Letter of Credit
shall be for a term of not more than one year and shall thereafter be
automatically renewed for one-year periods unless the Lender notifies the
Borrower and the beneficiary of the Existing Letter of Credit, in writing no
later than 30 days prior to any such one-year anniversary date, that the Lender
will not renew the Existing Letter of Credit based on reasonable grounds, such
as an Event of Default has occurred and is continuing. The Existing Letter of
Credit will expire on the earliest to occur of:

(a) the expiration of the initial or any one-year renewal
term of the Existing Letter of Credit following notice of non-renewal by the
Lender as provided above;

(b) the day the Existing Letter of Credit is surrendered by
the beneficiary for cancellation; and

(c) payment by the Lender (or by the issuer of the Existing
Letter of Credit if different from the Lender) to the beneficiary pursuant to a
draw under the Existing Letter of Credit accompanied by the beneficiary's
certification that the amount of such draw is sufficient to satisfy all of the
Borrower's obligations to the beneficiary supported by the Existing Letter of
Credit.

3.3. REIMBURSEMENT FOR AMOUNTS DRAWN; FEES RELATING TO THE EXISTING
LETTER OF CREDIT.

(a) All amounts that the Lender pays under the Existing
Letter of Credit shall constitute Letter of Credit Loans, shall accrue interest
as provided in SECTION 2.2. and shall be payable as provided in SECTION 2.5.

(b) The Borrower agrees to pay to the Lender fees
(collectively, the "Letter of Credit Fees") with respect to the Existing Letter
of Credit, equal to 2.0% per annum on the maximum aggregate amount available to
be drawn thereunder, which Letter of Credit Fees shall be calculated quarterly
in arrears based upon the average daily undrawn amount during such quarter and
shall be due and payable on the first day of the following quarter. Any Letter
of Credit Fees accrued or paid shall be non-refundable notwithstanding the
subsequent reduction or termination of the Existing Letter of Credit.

(c) The Borrower hereby waives prior notice from the Lender
of any payment or disbursement made under the Existing Letter of Credit.

(d) The Borrower's obligation to pay the Lender under this
Agreement shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment the Borrower
may have or have had against the Lender, including any defense based on the
failure of any demand for payment made under the Existing Letter of Credit to
conform to the terms of the Existing Letter of Credit.

(e) The Lender (or another issuer as the Lender has
arranged) shall not be in any way responsible for the form, sufficiency,
correctness, genuineness, authority of any Person signing, falsification or
legal effect of any document called for under the Existing Letter of Credit if
such document on its face appears to be in order.

(f) All directions and correspondence relating to the
Existing Letter of Credit are to be sent at the Borrower's risk, and the Lender
does not assume any responsibility for any inaccuracy, interruption, error or
delay in transmission or delivery by post, telegraph or cable.

(g) The Existing Letter of Credit shall be subject to, and
performance thereunder by the Lender, its correspondents, and any beneficiary
shall be governed by, the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce, Publication No. 500 (the
"UCP") or such other or successor convention as may be in force in the United
States of America hereafter, or, as to any matter not covered by the UCP, the
Uniform Commercial Code ("UCC") as adopted in the State of New York.

ARTICLE IV

COLLATERAL ARRANGEMENTS

4.1. DEED OF TRUST; FINANCING STATEMENTS; SUPPLEMENTAL DEEDS OF
TRUST. All of the Borrower's indebtedness and obligations under and in
connection with this Agreement, the Notes, the Existing Letter of Credit and the
Hedging Agreement shall continue to be secured by the Deed of Trust, together
with appropriate Uniform Commercial Code ("UCC") financing statements, executed
by the Borrower in favor of the Lender, covering and encumbering the Borrower's
interests in the Lands and granting the Lender a security interest in all
Equipment, Machinery, Property and Fixtures and in certain other personal
property of the Borrower as designated in the Deed of Trust or such financing
statements. Any additional Lands or real property interests acquired by the
Borrower, VGH, Vista or any Subsidiary of any of them within the Project's Area
of Interest or any additional Equipment, Machinery, Property and Fixtures or
personal property interests acquired, used or associated with the Project or any
such Area of Interest properties or Lands shall also be pledged as security for
such indebtedness and obligations and shall be promptly covered and encumbered
by, and shall be the subject of a security interest granted pursuant to, a
Supplemental Deed of Trust executed by such of the Borrower, VGH, Vista or such
Subsidiary, as the case may be, in favor of the Lender in substantially the form
of EXHIBIT I attached hereto, together with appropriate UCC financing
statements.

4.2. VGH GUARANTEE. The Borrower's indebtedness and obligations
under and in connection with this Agreement, the Notes, the Existing Letter of
Credit and the Hedging Agreement shall be guaranteed by VGH to the extent
provided in the VGH Guarantee.

4.3. VGH PLEDGE AGREEMENT. All of VGH's obligations under and in
connection with the VGH Guarantee shall be secured by the VGH Pledge Agreement.

4.4. COLLATERAL ASSIGNMENTS OF MATERIAL PROJECT AGREEMENTS. The
Collateral Assignment of Material Project Agreements, covering the Borrower's
rights in and under the certain designated Material Project Agreements (and any
other subsequent Material Project Agreement reasonably required by the Lender),
shall continue to secure the Borrower's obligations and indebtedness under this
Agreement, the Notes, the Existing Letter of Credit and the Hedging Agreement.

4.5. ACCOUNTS AND COLLATERAL ASSIGNMENT THEREOF. In accordance with
SECTION 7.17(A), the Borrower shall maintain (i) with the Lender or such
financial institution as the Lender shall agree the account or accounts
previously established for the receipt of a portion of the Hedging Agreement
proceeds in accordance with SECTION 2.4(A). the proceeds of all sales of the
Products, any insurance proceeds, proceeds from the sale of any Project asset
and payments to the Borrower that are otherwise related to the Project (the
"Project Account"); and (ii) the operating account of the Borrower to be
established at Bank of America (the "Other Account"). The Project Account and
the Other Account shall be maintained by the Borrower with the Lender or such
other financial institution and on terms and conditions reasonably satisfactory
to the Lender, and the Borrower shall on a prompt basis provide the Lender and
the Independent Consultant by facsimile transmission copies of all account
statements or activity reports received by the Borrower from such financial
institution in respect of such accounts. The Borrower has collaterally assigned
its interest in the Project Account and the Other Account in favor of the
Lender, pursuant to a form of collateral assignment in substantially the form of
EXHIBIT L attached hereto. The Project Account balance may be invested by the
Borrower in short-term cash equivalents approved in advance with the Lender.
Withdrawals from the Project Account shall be monitored by the Independent
Consultant, and on a quarterly basis the Independent Consultant shall review the
Project's actual costs for the most-recently ended fiscal quarter. If the
Independent Consultant determines that such actual costs are consistent with the
Project's projected costs as shown in the most recent Project Budget covering
such quarterly period, then withdrawals from the Project Account during the
subsequent fiscal quarter shall be permitted to pay actual costs incurred on the
Project during such subsequent fiscal quarter so long as any withdrawal
pertaining to any capital expenditure not covered by the most recent Project
Budget that is over $25,000 must be approved in writing by the Lender prior to
any such withdrawal. Lender shall respond to any such request within three
Business Days, and silence by Lender following such period shall be deemed to
constitute the Lender's approval.

4.6. RELEASE OF COLLATERAL UPON PAYMENT OF LOAN OBLIGATIONS. Once
the Borrower has fully paid and performed all of its indebtedness and
obligations under and in connection with this Agreement (other than the payment
obligations based on Net Cash Flow provided for in SECTION 2.8(D)). the Notes,
the Existing Letter of Credit, the Hedging Agreement, and all other documents
executed by the Borrower in connection herewith, the Lender will execute and
deliver to the Borrower such documents as are necessary to release the Lender's
liens and security interests in the Collateral under the Collateral Agreements.

ARTICLE V

CONDITIONS PRECEDENT

5.1. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN
NEW YORK CITY OVER ANY SUIT, ACTION OR PROCEEDING (A "PROCEEDING") ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE NOTES. AND THE BORROWER HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH PROCEEDING MAY BE
HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY
LAW, IN SUCH FEDERAL COURT. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM OR
IMPROPER VENUE TO THE MAINTENANCE OF ANY SUCH PROCEEDING. THE BORROWER HEREBY
IRREVOCABLY APPOINTS CT CORPORATION SYSTEM (THE "PROCESS AGENT"), WITH AN OFFICE
AS OF THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS THEIR AGENT
TO RECEIVE ON BEHALF OF THE BORROWER AND ITS PROPERTY SERVICE OF COPIES OF THE
SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH
PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH
PROCESS TO THE BORROWER IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S
ABOVE ADDRESS, AND THE BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE
PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF AND AGREES THAT SUCH SERVICE
SHALL BE AS SUFFICIENT AND EFFECTIVE AS IF THE BORROWER WERE PERSONALLY SERVED.
SHOULD THE PROCESS AGENT CEASE TO BE PRESENT IN NEW YORK CITY, THE BORROWER
SHALL PROMPTLY APPOINT ANOTHER PERSON ACCEPTABLE FOR THIS PURPOSE TO THE LENDER
TO ACCEPT SERVICE OF PROCESS ON BEHALF OF THE BORROWER FOR ANY SUCH PROCEEDINGS
IN NEW YORK CITY. AS AN ALTERNATIVE METHOD OF SERVICE, THE BORROWER ALSO
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH
PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE BORROWER AT ITS
ADDRESS REFERRED TO IN SECTION 10.1. THE BORROWER AGREES THAT A FINAL JUDGMENT
IN ANY SUCH PROCEEDING SHALL BE CONCLUSIVE AND MAY BE EXECUTED UPON AND ENFORCED
IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW.

(a) IRREVOCABLE REQUESTS. An Irrevocable Request for
Additional Term Loan and an Irrevocable Request for Hedging Agreement Proceeds,
each duly executed by an Authorized Officer of the Borrower and delivered to the
Lender no later than the respective deadlines specified in SECTION 2. KB) and
SECTION 2.4. Each of such Irrevocable Requests shall constitute a representation
and warranty by the Borrower that, as of the Restatement Closing Date and after
giving effect to the Share Purchase Agreement and this Agreement, the
representations and warranties set forth in ARTICLE VI are true and correct and
no Potential Event of Default or Event of Default has occurred and is continuing
or will be caused by the Lender's compliance with such Irrevocable Requests.

(b) THIS AGREEMENT. This Agreement, duly executed by
Authorized Officers of the Borrower and the Lender.

(d) OPINIONS OF COUNSEL FOR THE BORROWER AND VGH. A
favorable written opinion by El-win Thompson & Hascheff, counsel to the Borrower
and VGH, in substantially the form of Exhibit J attached hereto and as to such
other matters as the Lender or its counsel may reasonably request.

(e) TITLE OPINIONS AND STATUS REPORTS. Evidence in the
following form, and satisfactory to the Lender and its counsel, of the
Borrower's title to the Lands:

(i) As to those properties comprising the patented and
unpatented mining claims comprising the Project, as such properties
are listed in SCHEDULE I attached hereto and SCHEDULE I to the Deed
of Trust as "Core Claims, " the status report of Erwin Thompson &
Hascheff, dated within five days prior to the Restatement Closing
Date, updating the original and updated status reports of Jeppson &
Lee delivered in connection with the Original Loan Agreement, and
upon which the Lender is authorized by such law firm to rely (which
report or update thereof will show that the Borrower has placed of
record in Esmeralda County, Nevada conveyancing documents pertaining
to the real property covered by the BUSA Agreement and Property Deed
and the MMC Property Deed).

(ii) As to those properties comprising the patented and
unpatented mining claims and fee lands constituting the other claims
comprising the Project, as such properties are listed in SCHEDULE I
attached hereto and SCHEDULE I to the Deed of Trust as "Non-Core
Claims," the limited status report of Erwin Thompson & Hascheff,
dated within five days prior to the Restatement Closing Date,
updating the original limited status report of Jeppson & Lee
delivered in connection with the Original Loan Agreement, and upon
which the Lender is authorized by such firm to rely.

(f) BORROWER'S AND VGH'S INCORPORATION PAPERS. Copies of
the Borrower's and VGH's Certificates of Incorporation (or equivalent) and
all amendments thereto, as in effect on the Restatement Closing Date and
certified by the relevant Secretary of State, and copies of the Borrower's
and VGH's by-laws, certified by the Secretary or Assistant Secretary of
Borrower or VGH as appropriate, as being complete and in full force and
effect on the Restatement Closing Date.

(g) BORROWER'S AND VGH'S CORPORATE RESOLUTIONS. Copies of
resolutions approved by the Boards of Directors of the Borrower and VGH,
certified by the Secretary or an Assistant Secretary of the Borrower or VGH (as
appropriate) as being in full force and effect on the Restatement Closing Date,
authorizing the borrowing provided herein and the execution, delivery and
performance of this Agreement, the Notes, the Collateral Agreements, the VGH
Guarantee, the VGH Pledge Agreement and any other instrument or agreement
required hereunder to which any such Person is a party.

(h) GOOD STANDING CERTIFICATES. Good Standing Certificates
from the Secretary of State of Nevada for the Borrower and VGH.

(i) COLLATERAL AGREEMENTS; VGH GUARANTEE; VGH PLEDGE
AGREEMENT. Those Collateral Agreements to which Borrower is a party, each duly
executed by an Authorized Officer of the Borrower (together with any Collateral
as to which possession is the only method of perfecting a security interest or
lien), and the VGH Guarantee and the VGH Pledge Agreement (with executed stock
powers and stock certificates), duly executed by an Authorized Officer of VGH.

(j) EVIDENCE OF DUE FILING OF COLLATERAL AGREEMENTS.
Evidence in form satisfactory to the Lender's counsel that the Collateral
Agreements (including any amendments, supplements or modifications thereto
executed in connection with this Agreement) have been or will be duly filed or
recorded on or before the Restatement Closing Date as required or permitted by
law in all places deemed advisable by the Lender or its counsel to perfect and
preserve the security interest or lien created thereby and that the Lender has a
valid and enforceable, perfected first priority security interest and first lien
on the Collateral, subject only to Permitted Liens and the Royalties described
in SCHEDULE 5.

(k) INSURANCE. Evidence (i) in the form of current
insurance certificates, together with all endorsements required hereunder in
favor of the Lender, that indicate that the Borrower has the insurance required
by SECTION 7.10 to the satisfaction of the Lender's independent insurance
consultant, if any, and (ii) of the payment by the Borrower of any fees and
expenses owed to the Lender's independent insurance consultant.

(l) APPROVALS, PERMITS, CONSENTS AND BONDS. Evidence of (i)
the approval of any governmental authority with jurisdiction over any
environmental law set forth in SECTION 6.14. any party to a Material Project
Agreement covered by any of the Collateral Agreements, and any trustee or holder
of any indebtedness or obligation of the Borrower, which is required in
connection with the Project or any transaction contemplated hereby, and (ii) the
continued maintenance of the $1,640,086 bond required by the BLM pursuant to
that certain Bond determination dated July 26, 1996 (of which the Borrower has
cash collateralized $901,112.44 prior to the date of this Agreement).

(m) PROCESS AGENT. Evidence of acceptance by the Process
Agent of its appointment under SECTION 10.10(A).

(n) PROJECT DEVELOPMENT ARRANGEMENTS; SETTLEMENTS WITH
FORMER CONTRACTORS.

(i) The Project Budget as of the Restatement Closing
Date, in form and substance satisfactory to the Lender and approved
by the Independent Consultant.

(ii) Evidence in form and substance satisfactory to the Lender and the
Independent Consultant that the Borrower has entered into (x) a written
settlement agreement with D.H. Blattner & Sons, Inc. with respect to any claims
that the Borrower or such Person may have or allege against the other in
connection with the Mining Contract, and (y) a written settlement agreement with
Roberts & Schaefer Company with respect to any claims that the Borrower or such
Person may have or allege against the other in connection with the EPCM
Contract, in each case providing for the release of any Lien that such party
other than the Borrower may claim with respect to the Project.

(o) ACCOUNTS. Evidence of maintenance of the Project Account
and the Other Account.

(p) AMENDMENT TO ROYALTY UNDER MMC PROPERTY DEED. Evidence
satisfactory to the Lender that MMC and the Borrower have amended the MMC
Property Deed to modify the Royalty payable by the Borrower thereunder in a
manner satisfactory to the Lender.

(q) OFFICER'S CERTIFICATE. A certificate from an Authorized
Officer of the Borrower to the effect that (i) the representations and
warranties of the Borrower set out in ARTICLE VI are true and correct on the
Restatement Closing Date; (ii) no Event of Default or Potential Event of Default
shall have occurred and be continuing on the Restatement Closing Date; and (iii)
all of the conditions contained in this SECTION 5.1 have been satisfied as of
the Restatement Closing Date.

(r) HEDGING AGREEMENT. Evidence that the hedging program
established under the Hedging Agreement and required by SECTION 7.15 has been
implemented.

(s) SHARE PURCHASE AGREEMENT. Copies of the Share Purchase
Agreement and all other documentation executed in connection therewith, and
evidence that all conditions precedent to the closing thereof, other than the
effectiveness of this Agreement, have been satisfied or waived by the parties
thereto.

(t) ADDITIONAL PROJECT EQUIPMENT. Evidence that Vista or
any Subsidiary has sold to the Borrower for the Borrower's use on the Project
additional mining equipment listed on SCHEDULE 9 attached hereto having an
independently appraised value of not less than $5,000,000, which equipment is
subject to the Lender's first priority security interests to secure payment of
the Borrower's obligations under this Agreement, the Notes, the Collateral
Documents, and the Hedging Agreement. The purchase price for such equipment
shall be evidenced by a seller's note and secured by a Lien on such additional
mining equipment; PROVIDED, that (i) such Lien shall be subordinated to the
Liens of the Lender pursuant to a written subordination agreement sufficient to
satisfy the requirements of CLAUSE (H) of the definition of Permitted Liens,
which subordination agreement must be executed by the seller and acknowledged by
the Borrower promptly upon the request of the Lender, (ii) the Lien securing the
seller's note shall not be perfected until such subordination agreement has been
executed and

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<PAGE>

delivered to the Lender, and (iii) the seller's note and any
interest or other payments with respect thereto shall only be payable out of the
30% of Net Cash Flow for each month not required to be paid to the Lender under
SECTION 2.5(B).

(u) ADDITIONAL MATTERS. All other documents in connection
with the transactions contemplated hereby reasonably requested by the Lender and
satisfactory in form and substance to the Lender and its counsel.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into this Agreement, the
Borrower represents and warrants to the Lender that:

6.1. DUE ORGANIZATION. GOOD STANDING AND AUTHORITY. The Borrower is
duly organized, validly existing and in good standing under the laws of Nevada
and is qualified to do business in Nevada and every other jurisdiction where
necessary in light of its business and properties. The Borrower has full power,
authority and legal right (a) to own or lease its assets and properties
(including the Lands) and to conduct its business as now being conducted, and
(b) to incur its obligations under this Agreement and each other agreement,
document and instrument executed or to be executed by it pursuant hereto or in
connection herewith and to perform the terms hereof and thereof applicable to
it.

6.2. DUE AUTHORIZATION; NON-CONTRAVENTION. The execution and
delivery by the Borrower of this Agreement, the Notes and those Collateral
Agreements to which it is a party, and the performance of all transactions
contemplated hereby and thereby, and the fulfillment of and compliance with the
respective terms of this Agreement, the Notes, and such Collateral Agreements by
the Borrower are within the Borrower's powers, have been duly authorized by all
necessary action corporate or otherwise and do not and will not (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b)
constitute a default under, (c) result in the creation of any lien, security
interest, charge or encumbrance upon capital stock or assets pursuant to, (d)
give any third party any right to accelerate any obligation under, (e) result in
a violation of, or (f) require any authorization, consent, approval, exemption
or other action by or notice to any court or administrative or governmental body
pursuant to (i) the Articles of Incorporation or by-laws of the Borrower, (ii)
any law, statute or rule, or (iii) any agreement, instrument, order, judgment or
decree to which the Borrower is subject or by which any of its properties are
bound.

6.3. NO APPROVALS. No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
is required for the due execution, delivery and performance by the Borrower of
this Agreement, the Notes, those Collateral Agreements to which it is a party,
or any other agreements or instruments required of the Borrower by this
Agreement.

6.4. VALIDITY. This Agreement, the Notes and those Collateral
Agreements to which it is a party, are and when delivered hereunder will be,
legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms, subject to applicable
bankruptcy, reorganization, insolvency or similar laws affecting the enforcement
of creditors' rights generally and to general principles of equity (regardless
of whether enforcement is sought in equity or at law).

6.5. FINANCIAL STATEMENTS. The audited consolidated financial
statements of Vista for the 12-month period ended December 31, 1997, together
with the unaudited consolidated financial statements of Vista for the six-month
period ended June 30, 1998, which have been furnished to the Lender, have been
prepared in accordance with GAAP and present fairly the consolidated financial
position and results of operations of Vista as of the latest date and for the
periods specified therein. The unaudited financial statements of VGH for the
six-month period ended June 30, 1998, previously furnished to the Lender, have
been prepared in accordance with GAAP and present fairly the financial position
and results of operations of VGH for such period. Subsequent to the respective
dates as of which information is given in such financial statements there has
been no material adverse change in VGH's or Vista's condition (financial or
otherwise), earnings, general affairs, executive management, business,
properties, prospects or results of operations.

6.6. LITIGATION. Except as described in SCHEDULE 6 attached hereto,
there is no action, suit or proceeding at law or in equity, by or before any
governmental or regulatory authority, court, arbitral tribunal or other body now
pending (or, to the best knowledge of the Borrower, threatened) against or
affecting the Borrower, VGH, Vista or any of the properties, rights, or assets
of any of them or the Project or the Collateral or which may materially
adversely affect the legality, validity or enforceability of this Agreement, the
Notes or any Collateral Agreement.

6.7. DESCRIPTION OF THE BUSINESS. Vista's annual report to the
Securities and Exchange Commission on Form 20-F for its fiscal year ended
December 31, 1997 was complete and accurate in all material respects at the date
of preparation thereof and there has been no material adverse change in the
business of Vista and its subsidiaries since such date, except as may be
reflected therein or in a subsequent report to shareholders or to any securities
commission or regulator or in written documents or information which has been
delivered to the Lender.

6.8. DISCLOSURE; CONSTRUCTION AND PROJECT BUDGETS; SUFFICIENT
FUNDING.

(a) Neither this Agreement nor any of the schedules,
attachments, written statements, documents, certificates or other items supplied
by the Borrower to the Lender with respect to the transactions contemplated
hereby, including the Project Budget and all information and data concerning the
Project (including all information and data concerning the Project and its ore
reserves, geology and mineralization, capital costs, operating costs and
production), contain any untrue statements of a material fact or omit a material
fact necessary to make the statements contained herein or therein not
misleading. The Borrower represents and warrants that there is no fact which it
has not disclosed to the Lender in writing and of which any of their officers or
directors or representatives are aware which could reasonably be anticipated to
have a Material Adverse Effect upon the existing or expected financial
condition, operating results, assets or business prospects of the Borrower.

(b) All cost estimates and elements of the Project Budget,
and all projections contained in the most recent Project Budget have, to the
best knowledge of the Borrower, been prepared with due care and skill on the
basis of all relevant available material; and each estimate, projection and
forecast contained in the Project Budget or the most recent Project Budget and
the schedules thereto are based upon all the information the Borrower reasonably
believes to be materially relevant and no facts are known to it, except as
disclosed in writing and approved by the Lender in writing, which would result
in any material change to any such estimate, projection or forecast.

(c) After taking into account borrowings and other financial
accommodation available under this Agreement, the Borrower will have sufficient
funds to achieve the Project Budget.

6.9. TITLE TO PROPERTIES.

(a) The Borrower has good and marketable leasehold or, as
the case may be, fee, title to an undivided one hundred percent (100%) of all of
the patented and unpatented lode or placer mining claims that are material to
the Project and which are described in SCHEDULE I attached hereto and SCHEDULE I
to the Deed of Trust, which title is, subject to Permitted Liens, Royalties
allowed by SECTION 6.10 and the exceptions set forth in the updated status
report of title counsel to be delivered to the Lender pursuant to SECTION
5.1(E)(I) with respect to the "Core Claims" described in SCHEDULE I and, (ii)
the limited status report to be delivered to the Lender pursuant to SECTION
5.1(E)(II) with respect to the "Non-Core Claims" described in SCHEDULE 1.
superior and paramount to any adverse claim or right of title which may be
asserted subject only to the paramount title of the United States as to any
federal unpatented mining claims and the rights of third parties to such
unpatented mining claims pursuant to the Multiple Mineral Development Act of
1954 and the Surface Resources and Multiple Use Act of 1955.

(b) With respect to the unpatented lode mining claims listed
on SCHEDULE I attached hereto and SCHEDULE I to the Deed of Trust; (1) the
Borrower is in exclusive possession thereof, free and clear of all liens,
claims, encumbrances or other burdens on production (except as set forth in or
pursuant to the MMC Property Deed or the BUSA Agreement and Property Deed); (2)
the claims were located, staked, filed and recorded on available public domain
land in compliance with all applicable state and federal laws and regulations;
(3) assessment work, intended in good faith to satisfy the requirements of state
and federal laws and regulations and generally regarded in the mining industry
as sufficient, for all assessment years up to and including the assessment year
ending September 1, 1992, was timely performed on or for the benefit of the
claims and affidavits evidencing such work were timely recorded; (4) claim
rental and maintenance fees required to be paid under federal law in lieu of the
performance of assessment work, in order to maintain the claims commencing with
the assessment year ending on September 1, 1993 and through the assessment year
ending on September 1, 1999, have been timely and properly paid, and affidavits
or other notices evidencing such payments and required under federal or state
laws or regulations have been timely and properly filed or recorded; (5) all
filings with the BLM with respect to the claims which are required under the
Federal Land Policy and Management Act of 1976 ("FLPMA") have been timely and
properly made, and (6) there are no actions or administrative or other
proceedings pending or to the best of the Borrower's knowledge threatened
against or affecting the claims. Nothing herein shall be deemed a representation
that any unpatented claim contains a discovery of valuable minerals. In
addition, with respect to each of the unpatented mining claims listed on
SCHEDULE I attached hereto and SCHEDULE 1 to the Deed of Trust, the Borrower
represents that they have been remonumented as necessary, and that evidence of
such remonumentation has been timely and properly recorded, all in compliance
with the provisions of N.R.S. Section 517.030.

(c) As to the patented mining claims listed on SCHEDULE I
attached hereto and SCHEDULE I to the Deed of Trust, the Borrower owns the
undivided one hundred percent (100%) interest in and to those claims free and
clear of all liens, claims, encumbrances or other burdens on production (except
as set forth in or pursuant to the MMC Property Deed or the BUSA Agreement and
Property Deed); (2) the Borrower is in exclusive possession of those claims; and
(3) there are no actions or administrative or other proceedings pending or to
the best of the Borrower's knowledge threatened against those claims.

(d) The Borrower has good and marketable title to the
Equipment, Machinery, Property and Fixtures, except for such assets which have
been disposed of since such date as no longer used or useful in the conduct of
operations on the Project or in the conduct of the Borrower's business or as
have been disposed of in the ordinary course of business. The Lands that are
described in SCHEDULE I attached hereto and SCHEDULE I to the Deed of Trust and
the Equipment, Machinery, Property and Fixtures described in SCHEDULE 2 attached
hereto and SCHEDULE 2 of the Deed of Trust constitute all of the properties and
assets, tangible or intangible, real or personal, which are used in the conduct
of the business of the Borrower, as such business is presently being conducted
and as pertains to the Project. No other material properties or assets, whether
or not owned by the Borrower, are required for the operation of such business or
the Project as presently being operated or developed. All such properties and
assets are owned free and clear of all clouds to title and of all Liens, except
Permitted Liens or Liens permitted under the provisions of the Collateral
Agreements or set forth in the updated status report delivered to and accepted
by the Lender pursuant to SECTIONS 5.1(E). All machinery and equipment owned by
the Borrower and described in SCHEDULE 2 attached hereto and SCHEDULE 2 of the
Deed of Trust is in a state of repair adequate for normal operations and is in
all material respects in good working order.

6.10. LEASES AND ROYALTIES. The Lands described in Schedule I
attached hereto and SCHEDULE I to the Deed of Trust are not subject to any
leases or other agreements other than the MMC Property Deed and the BUSA
Agreement and Property Deed. Each of the MMC Property Deed and the BUSA
Agreement and Property Deed are in full force and effect, the Borrower (or CRL)
has complied with all of its obligations thereunder, and to the best of the
Borrower's knowledge no defaults exist thereunder. The Lands described in
SCHEDULE 1 attached hereto and SCHEDULE 1 of the Deed of Trust are not subject
to any Royalties burdening such Lands except as indicated on SCHEDULE 5. For
purposes hereof, "Royalties" shall mean all amounts payable as a share of the
product or profit from the Lands or any Products produced therefrom and includes
production payments, net profits interests, net smelter return royalties,
landowner's royalties, minimum royalties, overriding royalties and royalty
bonuses.

6.11. TRANSPORTATION, UTILITIES AND WATER SUPPLY. All utility
services, means of transportation, ingress and egress roadways, easements,
servitudes, rights of passage, facilities, water rights and other materials
necessary for the operation of and access to the Project (including gas,
electrical, water supply and sewage services and facilities) at the performance
levels set forth in the most recent Project Budget, in compliance with all
applicable Requirements of Law, are available to the Project on commercially
reasonable terms and the Borrower is not aware of any information that would
lead it to believe that any of the foregoing will not be available to the
Project in the future.

6.12. PAYMENT OF TAXES. The Borrower has filed or caused to be filed
all federal, state and local tax returns which to the knowledge of the Borrower
are required to be filed and has paid or caused to be paid all taxes as shown on
such returns or any assessment received by the Borrower to the extent that such
taxes or assessments have become due, except such as may be diligently contested
in good faith and by appropriate proceedings or as to which a bona tide dispute
may exist and for which adequate reserves are being maintained. The Borrower has
established reserves which are reasonably believed by the officers and
representatives of the Borrower to be adequate for the payment of such taxes.

6.13. AGREEMENTS. The Borrower is not a party to any agreement or
instrument or subject to any charter or other corporate restriction adversely
affecting its business, the Project, or its properties or other assets,
operations or conditions (financial or otherwise). All Material Project
Agreements are in full force and effect and the Borrower is not (nor, to the
Borrower's best knowledge, is any other party to such agreements) in default in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any Material Project Agreement or any other agreement
or instrument to which it is a party, the effect of which would have a material
adverse effect on the financial condition, properties or operations of the
Borrower or on the Collateral. The Borrower has listed on SCHEDULE 3 attached
hereto all Material Project Agreements, and all such agreements are in full
force and effect. Copies of all such Material Project Agreements have been
delivered to the Lender and its counsel and are full, complete and current
copies of such agreements.

6.14. COMPLIANCE WITH LAWS. With respect to the Lands and operations
thereon, the Borrower has complied in all material respects with all applicable
local, state and federal laws, including Environmental Laws, and regulations
relating to the operation of the Project, and the Borrower is not aware of any
investigation (other than a routine inspection) of the Borrower or the Project
underway by any local, state or federal agency with respect to enforcement of
such laws and regulations. The existing and planned use of the Project complies
with all legal requirements, including applicable zoning ordinances, regulations
and restrictive covenants affecting the Lands, as well as all environmental,
ecological, landmark and other applicable laws and regulations; and all
requirements for such use have been satisfied. No release, emission or discharge
into the environment of hazardous substances, as defined under any Environmental
Law, has occurred or is
***************d the Borrower's use and proposed use thereof
are not and will not be in violation of any environmental, occupational safety
and health or other applicable law now in effect, the effect of which violation,
in any case or in the aggregate, would materially adversely affect the Lands or
the Borrower's use thereof, or which, in any case or in the aggregate, would
impose a material liability on the Lender or jeopardize the interest of the
Lender in the Lands or the Collateral Agreements. The Borrower has no knowledge
of any past or existing violations of any such laws, ordinances or regulations
issued by any governmental authority.

6.15. PERMITS AFFECTING PROPERTIES. The Borrower has obtained, or as
set forth on SCHEDULE 4 is in the process of obtaining all licenses, operating
bonds, permits and approvals from all governments, governmental commissions,
boards and other agencies required in respect to their present operation on the
Project and Borrower has no reason to believe that timely approval as set forth
in SCHEDULE 4 will not be forthcoming. The Borrower has listed on SCHEDULE 4
attached hereto all Material Project Permits. Copies of all such Material
Project Permits have been delivered to the Lender's counsel and are full,
complete and current copies of same.

6.16. PRIOR SECURITY INTEREST. Except for the due and timely filing or recording
of any Collateral Agreement (and except for the delivery to the Lender of any
Collateral as to which possession is the only method of perfecting a security
interest in or Lien on such Collateral), no further action is necessary to
establish and perfect the Lender's prior security interest in or first Lien on
all Collateral other than Collateral subject to Permitted Liens.

6.17. ERISA. No Reportable Event (as defined in Section 4043(b) of
ERISA) has occurred with respect to any Plan. Each Plan complies with all
applicable provisions of ERISA, and the Borrower has filed all reports required
by ERISA and the Code to be filed with respect to each Plan. The Borrower has no
knowledge of any event which could result in a liability of the Borrower to the
Pension Benefit Guaranty Corporation. The Borrower has met all requirements with
respect to funding the Plans imposed by ERISA or the Code. Since the effective
date of Title IV of ERISA there have not been any nor are there now existing any
events or conditions that would permit any Plan to be terminated under
circumstances which would cause the lien provided under Section 4068 of ERISA to
attach to any property of the Borrower. The value of the Plans' benefits
guaranteed under Title IV of ERISA on the date hereof does not exceed the value
of such Plans' assets allocable to such benefits as of the date of this
Agreement and shall not be permitted to do so hereafter.

6.18. INVESTMENT COMPANY ACT OF 1940. Neither the Borrower, VGH nor
Vista, nor any Subsidiary of any of them, is an "investment company" or a
company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.

6.19. NO MATERIAL ADVERSE EFFECT. As of the date of execution of
this Agreement and as of the Restatement Closing Date, no Material Adverse
Effect has occurred since September 1, 1998 that has not been previously
disclosed in writing to the Lender, and after the Restatement Closing Date, no
Material Adverse Effect has subsequently occurred.

6.20. NO EVENT OF DEFAULT. No event has occurred and is continuing,
or would result from the incurring of obligations by the Borrower under this
Agreement, which constitutes an Event of Default or a Potential Event of
Default.

ARTICLE VII

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees from the date hereof and for so long as any of
the Loans, any Accrued Interest, any Accrued Fees, or any Accrued Expenses
remains outstanding and unpaid, in whole or in part, or any other amount is
owing to the Lender under this Agreement (except for the payments pursuant to
SECTION 2.8(D) with respect to the Lender's participating interest in the
Project), that, unless the Lender shall otherwise consent in writing:

7.1. NOTICE TO THE LENDER. The Borrower will promptly give notice
to the Lender as soon as it becomes aware of:

(a) Any Event of Default or Potential Event of Default;

(b) Any Default Event under the Hedging Agreement or any
default under, breach of or event which, with notice or lapse of time or both,
would become a material default under or breach of, this Agreement, the Notes or
any Collateral Agreement by any party thereto or any other material obligation
of the Borrower;

(d) Any loss or damage to the Collateral in excess of
$50,000;

(e) Any additional Collateral acquired by the Borrower if
said Collateral is (i) real property or an interest therein, including any
mining property relating to the Project or within its Area of Interest, or (ii)
equipment or machinery purchased for or to be used in connection with the
Project having a value (per individual item) of more than $50,000, together with
an adequate legal description thereof;

(f) Every material default or other materially adverse claim or demand made by
any Person in respect of any of the Collateral;

(g) Every notice, and the contents thereof, received by the
Borrower in relation to any renewal of any rights with respect to, or having a
Material Adverse Effect upon, the Lands, and any circumstances which might
result in a loss of or a failure to obtain or a failure to be able to renew the
Borrower's interest in a material part of the Lands;

(h) Each new Material Project Agreement, each new issuance
or approval of a Material Project Permit and each new change in operations that
necessitates any amendment or modification of any Material Project Agreement or
Material Project Permit;

(i) Any other matter or thing (other than changes in the
price of Gold) which has resulted or would result in a Material Adverse Effect
in the Borrower's financial condition or operations, the Project or the
Borrower's ability to perform its obligations under this Agreement, the Notes,
any Collateral Agreement or the Hedging Agreement;

(j) The cessation of any Event of Default; and

(k) Any material changes in the Borrower's position with
respect to the hedging or selling forward of Products.

7.2. FINANCIAL STATEMENTS, MONTHLY REPORTS AND INFORMATION.

(a) As soon as practicable (and in any event not later than
140 days after each fiscal year and 60 days after each fiscal quarter), the
Borrower shall cause VGH and Vista to furnish to the Lender annual (audited with
respect to Vista only) and quarterly (unaudited) consolidated financial
statements, which shall include all of the information contained in the
statements heretofore furnished to the Lender and referred to in SECTION 6.5.
together with a certificate of an Authorized Officer of Vista to the effect that
such financial statements have been prepared in accordance with GAAP and present
fairly the consolidated financial position and results of the operations of
Vista as of the respective dates and for the respective periods specified
therein.

(b) Within 30 days of the end of each calendar month, the
Borrower shall deliver to the Lender and the Independent Consultant (i) monthly
profit and loss, balance sheet and statements of changes in cash flow, and
calculation of Net Cash Flow, (ii) construction reports summarizing the
Borrower's construction activities as compared against the Project Budget and,
(iii) operating reports summarizing the production and mining activities,
operating costs, corporate overhead items and hedging activities of the Project
(actual and compared to budget) for the preceding month and on a cumulative
year-to-date basis.

(c) The Borrower will furnish, or cause Vista to furnish,
all reports or filings made with the American Stock Exchange or the Securities
and Exchange Commission and such other information respecting the financial
condition of Vista, VGH and the Borrower and the condition and operations of the
Project as the Lender may reasonably request from time to time.

7.3. DELIVERY OF UPDATED PROJECT BUDGET AND HEDGING CERTIFICATE.

(a) UPDATED PROJECT BUDGET. Thirty (30) days prior to the
end of each semi-annual period following the Restatement Closing Date, the
Borrower shall deliver to the Lender and the Independent Consultant an updated
Project Budget in form and substance satisfactory to the Lender and the
Independent Consultant. The Borrower may, at its option, deliver to the Lender
and the Independent Consultant an updated Project Budget in form and substance
satisfactory to the Lender and the Independent Consultant on a more frequent
basis.

(b) HEDGING CERTIFICATE. At the time of delivery of each
updated Project Budget, the Borrower shall also deliver a certificate from an
Authorized Officer of the Borrower setting forth the amount of Gold to be
produced by the Project currently dedicated to hedging programs (including the
Hedging Agreement and any Third Party Financing Arrangements) consistent with
the hedging requirements of Section 7.15.

7.4. MAINTENANCE OF EXISTENCE. The Borrower will preserve and
maintain its legal existence and all of its rights, privileges and franchises
necessary for the proper conduct of its business (including the operation and
development of the Project) and will remain qualified to do business in Nevada
and in each jurisdiction where necessary in light of its businesses and
properties.

7.5. COMPLIANCE WITH LAWS. The Borrower (a) shall comply with all
Requirements of Law, including any Environmental Law, and shall from time to
time obtain and shall comply with all Material Project Permits as shall now or
hereafter be necessary under applicable Requirements of Law, and (b) shall not
commit, suffer or permit any act to be done in, on or under the Lands in
violation of such Requirements of Law (including any Environmental Law) or
Material Project Permits, in connection with the construction, operation,
maintenance or ownership of the Project or the Lands (except, in the case of
either CLAUSE (A) OR (B) above, any noncompliance or violation which, in the
judgment of the Lender, could not reasonably be expected to have a Material
Adverse Effect).

7.6. PAYMENT OF INDEBTEDNESS. The Borrower will pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all of its Debts and other material obligations of whatever nature,
except for any Debts or other material obligations which are being contested in
good faith and by appropriate proceedings if (a) reserves in conformity with
GAAP with respect thereto are maintained on its books, and (b) such contest does
not involve any material risk of the sale, forfeiture or loss of any part of the
Collateral.

7.7. USE OF LOAN PROCEEDS. The Borrower will draw down and use the
proceeds of the Facility and the Existing Letter of Credit in accordance with
the terms of SECTION 2.1. 2.4 and 3.1.

7.8. TAXES. The Borrower shall pay and discharge all federal, state
and local taxes imposed on it or on any of its property prior to the date on
which penalties attach thereto, and all lawful claims which, if unpaid, might
become a Lien upon the Collateral. The Borrower shall have the right, however,
to contest in good faith the validity or amount of any such taxes by proper
proceedings timely instituted, and may permit the taxes so contested to remain
unpaid during the period of such contest if: (a) it diligently prosecutes such
contest, (b) it sets aside on its books adequate reserves in conformity with
GAAP with respect to the contested items, (c) during the period of such contest,
the enforcement of any contested item is effectively stayed, (d) such contest
does not involve any material risk of the sale, forfeiture or loss of any part
of the Collateral and provided such non-payment is permitted by the appropriate
taxing legislation. The Borrower will promptly pay or cause to be paid any valid
final judgment enforcing any such taxes and cause the same to be satisfied of
record.

7.9. BOOKS AND RECORDS. The Borrower shall keep proper books of
record in accordance with GAAP and permit representatives of the Lender and the
Independent Consultant to visit and inspect the properties, to examine the books
of record and accounts and to discuss the affairs, finances and accounts of the
Borrower with the Borrower's principal officers, engineers and independent
accountants, all at such reasonable times during business hours and at such
intervals as the Lender may desire; PROVIDED, HOWEVER, that the Lender and the
Independent Consultant shall provide the Borrower with at least five Business
Days' notice of any visit and shall use their best efforts not to unreasonably
disrupt the Borrower's business during such visits.

7.10. INSURANCE. Without cost to the Lender, the Borrower shall
maintain or cause to be maintained and in effect, with insurers licensed to do
business in the jurisdiction of the Project, the following insurance:

(a) Insurance covering "Property" of every description for
"Broad Form" coverage meaning all real and personal property consisting of, but
not limited to, buildings, structures, machinery, equipment, etc.; against "all
risks" of direct physical loss or damage (including earthquake and flood subject
to a loss limit of $3,000,000 any one occurrence and annual aggregate), subject
to the full insurable replacement value (including customs duty, taxes, as
applicable). Further, such insurance shall extend to include "Business
Interruption" (resulting from physical loss or damage insured above) for loss of
revenue covering fixed costs and continuing expenses (including obligations to
the Lender in respect of this Agreement) for a period of indemnity of not less
than six (6) months. This policy will be endorsed to provide that any loss
payable thereunder shall be paid jointly to the Borrower and the Lender as loss
payees.

(b) "Third Party Liability" insurance to insure legal
liability arising out of the Project to third parties including bodily injury
and personal injury and property damage, contractual indemnification liability
coverage. Such insurance shall be for $10,000,000 limit of liability per
occurrence insuring the Borrower and the Lender each as an Additional Insured,
with a cross liability or severability of interest clause.

(c) "Worker's Compensation" insurance in accordance with the
regulations of each State where required and any Federal endorsements if
applicable.

(d) "Automobile Liability" insurance including all owned,
non-owned and hired vehicles with a limit of liability of not less than
$1,000,000 combined single limit bodily injury and property damage liability.

(e) "Boiler and Machinery" comprehensive form insurance,
covering breakdown of all boiler and pressure vessels, mechanical and electrical
machinery and apparatus, production machinery, and computers controlling
equipment subject to repair or replacement. Such coverage shall include
"Business Interruption" following the form for "Property" in SECTION 7.10(A)
above.

(f) "Cargo Open Cover" insurance covering all risk of
physical loss or physical damage to property insured consisting of gold and dor6
valued at the P.M. Fixing Price on the day of shipment or loss, including
accumulation at the mine site and during transit by any means worldwide.

(g) All policies shall provide cancellation notice
provisions slating that written notice shall be given to the Borrower and the
Lender at least ninety (90) days prior to cancellation or material change of any
protection that said policies provide (except for nonpayment of premiums, which
shall be at least ten (10) days prior notice). Further, all policies shall
contain a provision that underwriters waive their rights of subrogation against
the Lender or add Lender to the policies as an additional insured where
appropriate.

7.11. PROJECT DEVELOPMENT.

(a) PROJECT CONSTRUCTION, DEVELOPMENT AND OPERATION. The
Borrower shall diligently complete the work on the Project contemplated in the
Project Budget in accordance with standard engineering practices and
construction procedures in the mining industry. Further, the Borrower shall
diligently maintain and operate the Project in conformity with the most recent
Project Budget, all applicable Requirements of Law and good mining practices to
ensure the production and delivery of Products on a continuous basis and in
sufficient quantities to provide the Borrower with a sufficient net amount of
funds (after providing for all costs, expenses, and taxes of the Borrower in
connection with the Project) to enable the Borrower to duly and punctually
observe, perform or satisfy all of its covenants, obligations and agreements
under this Agreement and the other documents and agreements executed in
connection with this Agreement, the Material Project Permits, the Material
Project Agreements and the Project, including any permitted trading or hedging
facilities the Borrower may establish with the Lender or under any Third Party
Financing Arrangement.

(d) ACQUISITION OF LANDS AND EQUIPMENT PURCHASES. Any additional Lands
acquired and Equipment, Machinery, Property and Fixtures purchased in connection
with the Project shall be acquired or purchased by the Borrower rather than by
VGH or Vista.

(e) ADDITIONAL CAPITAL CONTRIBUTIONS OR LOANS FOR CAPITAL
COST OVERRUNS. If any capital expenditure contemplated by the Project Budget
costs more than the amount allocated therefor in the original Project Budget and
any update thereto approved by the Independent Consultant and the Lender, then
the Borrower shall cause VGH to make additional capital contributions or, to the
extent permitted by this Agreement, loans, to the Borrower to the extent
necessary to fund such excess costs.

7.12. INTENTIONALLY OMITTED.

7.13 MAINTENANCE OF LIENS. The Borrower will take or cause to be
taken all action required or desirable to maintain and preserve the Lender's
Liens on the Collateral and the priority thereof. The Borrower, at no cost to
the Lender, shall from time to time execute, deliver, file and record any and
all further instruments (including financing statements, continuation statements
and similar statements with respect to any of the Collateral Agreements)
reasonably requested by the Lender for such purposes, including such as may be
necessary to include within the Collateral (a) any additional mining claims or
real property interests or personal property pertaining to the Project which are
acquired by the Borrower, and (b) any increase in the Borrower's percentage
interests in any jointly held property.

7.14 DEFEND TITLE AND ACCESS; CHANGE IN GENERAL MINING LAWS. The
Borrower shall at all times, at its own cost and expense, warrant and defend the
title to the Project, the Lands and the other Collateral against the claims and
demands of all Persons whomsoever, except with respect to Permitted Liens or as
otherwise permitted in writing by the Lender. As applicable to any of the Lands
as may remain federal public lands, the Borrower shall amend, relocate, locate
new mining claims and apply for patents with respect to unpatented mining claims
as they deem prudent to protect their respective land and property positions
with respect to the Project. In the event of the repeal or substantial
modification of the current General Mining Law of 1872, such that the interest
of the Borrower in those Lands which are material to the exploration,
development or operation of the Project, is modified or transformed, the
Borrower will consult with the Lender to determine how best to preserve the
interest of the Borrower therein and the Lender's interest in the affected
Collateral, and the Borrower shall take no action, which in the reasonable
opinion of the Lender's special mining counsel, if any, could adversely affect
the Lender's interest in the Collateral, without the consent of the Lender,
which shall not be unreasonably withheld.

7.15 HEDGING REQUIREMENTS. The Borrower shall keep in place and not
close out the hedging program implemented under the Hedging Agreement, covering
no less than the lesser of(i) seventy percent (70%) of the number of projected
salable ounces of Gold according to the most recent Project Budget, and (ii)
100,000 ounces, and shall perform its obligations under the Hedging Agreement
and, subject to SECTION 8.7. any other Gold hedging arrangements

//ex-xxx_1043_ae.cecc
<PAGE>

made by the Borrower with respect to Products produced by the Project shall
be acceptable to the Lender and with counterparties approved by the Lender.

7.16 INTENTIONALLY OMITTED.

7.17 ACCOUNTS; PERMITTED DIVIDENDS AND DISTRIBUTIONS.

(a) ACCOUNTS; PERMITTED DISTRIBUTIONS. The Borrower shall
maintain the Project Account and the Other Account in accordance with SECTION
4.5. Withdrawals and distributions from the Project Account shall be made only
for Project-related costs, including the Vista Management Fee, in accordance
with the most recent Project Budget and shall be approved in advance by the
Independent Consultant or the Lender, as the case may be, as provided in SECTION
4.5. If VGH or Vista proposes to make additional loans to the Borrower to fund
the costs of items not contemplated by the Project Budget, the Lender will
discuss with the Borrower and VGH or Vista, as the case may be, whether and on
what terms such loans may be repaid out of the Project Account and what effect
such repayments would have on the calculations of Net Cash Flow.

(b) PERMITTED DIVIDENDS AND DISTRIBUTIONS. In addition to
approved Project-related payments from the Project Account permitted under
PARAGRAPH (A), further distributions, dividends, intercompany loan repayments
(whether principal or interest) and payments to VGH or Vista of fees under any
services arrangements between Borrower and VGH or Vista may be paid from the
Project Account if the following conditions have been met:

(i) The amount of such payments does not exceed the
30% of Net Cash Flow for each month not required to be paid to the
Lender under SECTION 2.5(B):

(ii) The Independent Consultant has certified to the
Lender that the expansion of the Project's leach pad has been
completed in accordance with the Operating Plan and the Project
Budget; and

(iii) No Event of Default, Potential Event of Default or
Material Adverse Effect has occurred and is continuing or will occur
by reason of the payment of such dividend or distribution.

7.18 INTENTIONALLY OMITTED

7.19 LIFETIME CASH FLOW. As measured on a quarterly basis. Lifetime
Cash Flow shall remain at a level of not less than 85% of the amount shown in
the Project Budget delivered as the Restatement Closing Date and approved by the
Independent Consultant.

7.20 FURTHER ASSURANCES. The Borrower shall execute, acknowledge
and deliver to the Lender such other and further documents and instruments and
do such other acts as in the opinion of the Lender are reasonably necessary or
desirable to effect the intent of the parties to this Agreement or otherwise to
protect and preserve the interests of the Lender hereunder, promptly upon
request of the Lender.

ARTICLE VIII

NEGATIVE COVENANTS

From the date hereof and for so long as any of the Loans, any
Accrued Interest, any Accrued Fees, or any Accrued Expenses remains outstanding
and unpaid, in whole or in part, or any other amount is owing to the Lender
under this Agreement (except for the payments pursuant to SECTION 2.8(D) with
respect to the Lender's participating interest in the Project), without the
prior written consent of the Lender, the Borrower unconditionally covenants and
agrees that it will not:

8.1 INDEBTEDNESS. Incur any Debt except for (a) the Loans and Debt
with respect to the Existing Letter of Credit, (b) accounts payable to
contractors, (c) items of accrued taxes prior to the date on which such items
are due and payable, (d) lease or rental arrangements reflected in the most
recent Project Budget, (e) payments or deliveries due on pre-paid forward sales
of Gold where the value of such Gold on the date of determination does not
exceed $350,000, (f) Debt in respect of equipment purchases up to but not
exceeding $350,000 in the aggregate at any one time outstanding, (g)
indebtedness under any environmental, reclamation or similar performance bond
issued in respect of the Project in favor of any governmental agency with
jurisdiction over it, (h) indebtedness (including equipment leases) provided for
in the most recent Project Budget, and (i) indebtedness under intercompany loans
or advances made by VGH or Vista to the Borrower; PROVIDED, HOWEVER, that such
intercompany loans may not be repaid except as permitted by SECTION 7.17 or as
otherwise agreed to in writing by the Lender.

8.2 LIENS. Directly or indirectly, create, incur, assume or suffer
to exist any Lien upon any of its property, assets, income or profits, whether
now owned or hereafter acquired, except for Permitted Liens.

8.3 ALTERATIONS. DISPOSAL OF ASSETS, ETC. Cause any building,
structure or fixture or other improvement which is part of the Collateral to be
erected, removed, demolished, or materially changed or altered, except in the
ordinary course of business. Except in the ordinary and normal course of
business, the Borrower shall not remove or permit the removal of any of the
personal property constituting part of the Collateral or any part thereof
(including renewal, replacement and other after-acquired property) from the
Lands or the Project; PROVIDED. HOWEVER, that obsolete or worn out property may
be removed concurrently with the replacement or renewal thereof with property of
at least equal quality, usefulness, value and class to the original property, if
such replacement is in accordance with prudent industry practices; PROVIDED.
FURTHER, HOWEVER, that the Borrower shall have the right, but not the
obligation, to amend or relocate any or all of the unpatented lode mining claims
included in the Lands (under any applicable federal or state statute) and to
locate any fractions resulting from the amendment or relocation of such claims.
Any mining claims amended or relocated by the Borrower shall be included in the
Lands, and the Borrower agrees that the amendment or relocation of such claims
shall not result in any diminution of the total acreage presently included
within the Lands. The Borrower shall not commit or permit any waste in, on or
about the Lands or the Project that would have a Material Adverse Effect on the
Collateral.

8.4 LEASES. Except for leases provided for in the most recent
Project Budget, enter into, assume or otherwise become liable as lessee with
respect to any non-cancellable, nonmineral operating leases having terms in
excess of or renewable for more than one (1) year from the date of any
calculation with respect thereof if the aggregate minimum required payments over
the then current fiscal year of any such leases exceeds $50,000 for all such
leases of the Borrower and their Subsidiaries.

8.5 LIQUIDATION; MERGER. Liquidate or dissolve, or, without the
prior written consent of the Lender, which shall not be unreasonably withheld,
enter into any consolidation or merger (other than a merger in which the
Borrower is the surviving entity), or enter into any partnership, joint venture
or other combination where such combination involves a contribution by the
Borrower of all or a substantial portion of its assets, or sell, lease or
dispose of its business or assets as a whole or in an amount which constitutes a
substantial portion thereof.

8.6 CHANGE IN BUSINESS. Engage in any business activities or
operations substantially different from the business of exploration, mining and
production of Gold and other precious metals or base metals associated with any
Gold mine.

8.7 FORWARD SALES; HEDGING LIMITATIONS. Enter into any Third Party
Financing Arrangement or any other agreement for any forward sale of gold
production from the Project without the prior written approval of the Lender;
PROVIDED, HOWEVER, that no such forward sale shall be allowed if it would cause
the Borrower to incur any liabilities other than forward delivery of the
Products; PROVIDED, FURTHER, HOWEVER, that for any quarterly calendar period the
Gold scheduled to be repaid and Gold hedged that under the terms of the hedging
arrangement is committed to be delivered during or deferred to such quarter
under any such gold hedging facilities (including gold hedging arrangements
between the Borrower and Lender) shall not exceed 80% of the Gold scheduled to
be produced during such period under the most recent Project Budget.

8.8 CAPITAL EXPENDITURES. Make capital expenditures in any fiscal
year in excess of the aggregate amount of $200,000 above the amounts indicated
for capital items in the Project Budget or the most recently approved Project
Budget.

8.9 DIVIDENDS, DISTRIBUTIONS, ETC. Except as expressly provided in
SECTION 7.17(B). pay any dividends, make any distribution of cash or property
with respect to its outstanding shares, purchase any of its outstanding shares
or agree to do any of the foregoing.

8.10 LOANS; INTERCOMPANY ACCOUNTS. Other than as contemplated in
this Agreement, lend or advance money, gold, or other assets to any Person,
including any Subsidiary or affiliated entity.

8.11 POLLUTION CONTROL. Emit or discharge into the environment
hazardous substances (as defined under the Comprehensive Environmental Response
Compensation and Liability Act of 1980) or hazardous waste (as defined under the
Resource Conservation and Recovery Act of 1976) or air pollutants (as defined
under the Clean Air Act Amendments of 1977, as amended) or toxic pollutants (as
defined under the Waste Pollution Control Act, as amended) in excess of
federally or state permitted releases or reportable quantities, or other
concentrations, standards, or limitations under the foregoing laws or under any
other Environmental Law or local laws, regulations or governmental approvals in
connection with the construction, ore treatment, fuel supply, power generation
and transmission, waste disposal or any other operations or processes relating
to the Project.

8.12 ERISA COMPLIANCE. At any time permit any Plan to engage in any
"prohibited transaction" as defined in ERISA; incur any "accumulated funding
deficiency" as defined in ERISA; or be terminated in a manner which could result
in the imposition of a Lien on any property of the Borrower or any of their
Subsidiaries pursuant to ERISA.

8.13 CHANGE OF OWNERSHIP. Allow less than 100% of the capital stock
of the Borrower to be owned by any Person other than VGH, or less than 100% of
the capital stock of VGH to be owned by any Person other than Vista.

ARTICLE IX

EVENTS OF DEFAULT

9.1 EVENTS OF DEFAULT. The occurrence of any one or more of the
following events (whether or not in the control of the Borrower) shall
constitute an Event of Default:

(a) NONPAYMENT. The Borrower shall fail to make, on or
before the due date, in the manner required, any payment of principal, interest,
costs, fees or any other sums, or reimbursement of any amount drawn under the
Existing Letter of Credit, due under this Agreement, and such failure shall not
have been cured within three days.

(b) SPECIFIC DEFAULTS. The Borrower shall fail to observe or
perform any of its covenants contained in SECTIONS 7.14. 7.17. 7.19. or 7.20. or
ARTICLE VIII.

(c) OTHER DEFAULTS. The Borrower shall fail to observe or
perform any of its covenants contained in this Agreement, other than the
covenants referred to in PARAGRAPHS (A) and (B) above, and the Borrower shall
have not remedied such default within 10 days after notice of default has been
given by the Lender to the Borrower, except if such default is not capable of
being remedied within 10 days after such notice has been given and the Borrower
has taken or is taking any and all reasonable steps necessary to remedy or cure
such default and continues (for a period not to exceed in any event 180 days) to
diligently pursue such remedy as expeditiously as possible.

(d) REPRESENTATION OR WARRANTY. Any material
representation, warranty or statement made or deemed to be made by the Borrower
herein or in any document given hereunder shall prove to have been untrue in any
material respect as of the time made or deemed made.

(e) CROSS-DEFAULT. The Borrower shall fail to pay any Debt
(including, for the purposes of this SECTION 9.1 (E). any Gold delivery
obligation under the Hedging Agreement or under any Third Party Financing
Arrangement) with a value in excess of $350,000 (excluding Debt evidenced by the
Notes) of the Borrower, or any interest or premium thereon, when due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise) and
such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt (or Gold delivery
obligation); or any other default under any agreement or instrument relating to
any such Debt (or Gold delivery obligation), or any other event, shall occur and
shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such default or event is to
accelerate, or to permit the acceleration of, the maturity of such Debt (or Gold
delivery obligation); or any such Debt (or Gold delivery obligation) shall be
declared to be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), prior to the stated maturity thereof.

(f) INSOLVENCY. The Borrower shall generally not pay its
debts as such debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit of
creditors; or (i) the Borrower shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, wind-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its assets, or (ii) there shall be commenced against the
Borrower any such case, proceeding or other action referred to in CLAUSE (I)
above which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or unbonded
for a period of 60 days; or the Borrower shall take any other action to
authorize any of the actions set forth in this PARAGRAPH (F).

(g) COLLATERAL AGREEMENTS, HEDGING AGREEMENT AND VGH
GUARANTEE. Any "Default Event" under and as defined in the Hedging Agreement or
any material event of default under the terms of the Collateral Agreements, the
VGH Guarantee, the VGH Pledge Agreement or any other agreement between any of
the Borrower, VGH, or Vista, and the Lender, subject to the applicable cure
period in such agreements or documents, if any.

(h) SECURITY INTEREST. The Lender shall fail to have a valid
and enforceable first perfected security interest in or Lien on any Collateral
under the Deed of Trust or applicable UCC financing statement for any reason,
subject to Permitted Liens allowed by SECTION 6.9(D) and Royalties allowed by
SECTION 6.10.

(i) INVOLUNTARY LIENS. Any involuntary Lien or liens for
amounts then due in the aggregate sum of $350,000 or more, of any kind or
character, except for Permitted Liens, shall attach to any assets or property of
either of the Borrower, if such Lien is not discharged or bonded pending
proceedings to release such Lien within sixty (60) days after the date of
attachment or unless such Lien is being contested in good faith.

(j) JUDGMENTS. Any judgment or order for the payment of
money in excess of $350,000 shall be rendered against the Borrower and there
shall be a period of 30 consecutive days during which such judgment or order
shall not have been discharged or a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect.

(k) CONDEMNATION. Any of the property or assets of the
Borrower or any of them necessary for the operation of the Project is taken by
power of expropriation or eminent domain or sold under threat of such taking, or
possession of any material portion of the Lands necessary for the operation of
the Project is taken through exercise of such power.

(l) REGULATORY ACTION. Any governmental regulatory authority
shall take any action with respect to any of the Borrower or the Project or the
Material Project Permits or the Collateral which would materially and adversely
affect the Borrower's condition, operations on the Project or ability to repay
the Loans unless such action is set aside, dismissed or withdrawn within ninety
(90) days of its institution or such action is being contested in good faith and
its effect is stayed during such contest.

(m) MATERIAL PROJECT PERMIT AND OTHER GOVERNMENT APPROVALS.
Any Material Project Permit or other approval, consent, exemption or other
action of any governmental authority required under this Agreement or necessary
for the construction and operation of the Project is not obtained, is withdrawn
or becomes ineffective for a period of thirty (30) or more days and the absence
thereof in the reasonable opinion of the Lender and the Independent Consultant
could lead to a Material Adverse Effect.

(n) MATERIAL PROJECT AGREEMENTS. Any material provision of
this Agreement or of any Material Project Agreement ceases to be in full force
and effect or is declared null and void or invalid, or any breach or default
shall occur under any Material Project Agreement that in the reasonable opinion
of the Lender and the Independent Consultant could lead to a Material Adverse
Effect.

(o) SUSPENSION OF PROJECT. The Project shall, following
commencement of commercial production of Products (whether or not prior to the
date of Commercial Completion), cease production for a period of more than
forty-five (45) consecutive days and, in the reasonable opinion of the Lender
and the Independent Consultant, such suspension of production could have a
Material Adverse Effect.

(p) ABANDONMENT AND TERMINATION. The Project shall be
abandoned or terminated.

(q) MATERIAL ADVERSE EFFECT. There occurs some event which
in the reasonable opinion of the Borrower or the Lender is likely to have a
Material Adverse Effect.

9.2 REMEDIES UPON EVENT OF DEFAULT.

(a) Upon the occurrence of an Event of Default specified in
SECTION 9. L(F) or, in the case of any other Event of Default, upon notice by
the Lender to the Borrower of the Lender's election to declare the Borrower in
default, the obligations of the Lender hereunder, including the Lender's
obligation to provide any further financial accommodations hereunder, shall
terminate. The date on which such notice is sent or, in the case of an Event of
Default specified in SECTION 9. L(F). the date of such Event of Default, shall
be the "Date of Default."

(b) On the Date of Default, there shall immediately be due
and payable to the Lender an amount in Dollars equal to the Amount Outstanding
of all Loans, plus all Accrued Interest, all Accrued Fees, and all Accrued
Expenses, and all other amounts owed by the Borrower pursuant to this Agreement
shall immediately become due and payable.

(c) Upon the occurrence of an Event of Default, all of the
remedies provided to the Lender in all of the Collateral Agreements shall
immediately become available to the Lender.

(d) Except as expressly provided above in this SECTION 9.2.
presentment, demand, protest and all other notices of any kind are hereby
expressly waived. From and after the Date of Default, interest shall accrue at
the rate provided in SECTION 2.9(B) and shall be payable on demand.

9.3 TERMINATION OF PROJECT IN ACCORDANCE WITH PROJECT BUDGET.
Notwithstanding SECTIONS 9.1(0) and (p). it shall not constitute an Event of
Default hereunder if the Borrower, provided that it is in compliance with the
covenant set out in SECTION 7.19(A) and there is no remaining economic value in
the Lands, terminates the Project in accordance with, and as contemplated under,
the Project Budget. In the event of such termination:

(a) the Equipment, Machinery, Property and Fixtures, all
Products and all other Collateral other than the Lands, including, without
limitation, all rights under the Hedging Agreement, will be liquidated and the
net proceeds, together with any balance in the Project Account or the Other
Account, shall after payment of or provision for all required reclamation and
site restoration costs, be applied as set out in SECTION 2.5(B) and, if
applicable, SECTION 2.8(D):

(b) any remaining payment obligations of the Borrower under
the Original Loan Agreement and this Agreement (other than the payment
obligations based on Net Cash Flow provided for in SECTION 2.8(D)) shall be
released;

(c) the Collateral Agreements and any other Liens on any
part of the Project shall be discharged and released by the Lender; and

(d) the Borrower shall retain ownership of the Lands, free
and clear of any Lien in favor of the Lender, but subject to the continuing
obligation to make the payment based on Net Cash Flow provided for in SECTION
2.8(D).

ARTICLE X

MISCELLANEOUS

10.1 NOTICES. All notices, requests, demands, consents or other
communications in connection with or pursuant to this Agreement shall be in
writing and shall be delivered by hand or sent by registered or certified mail
or by facsimile (such facsimile followed by a registered or certified letter)
addressed to the parties as set forth below (or to such other address as the
parties may designate by notice):

If to the Lender:

Dresdner Bank AG, New York
and Grand Cayman Branches 75 Wall Street
New York, New York 10005-2889
Attention: Wayde I. Colquhoun
Vice President
Telecopy No.: (212) 429-2192
Telephone No.: (212) 429-4318

If to the Borrower:

Mineral Ridge Resources Inc.
370 17th Street, Suite 3000
Denver, Colorado 80202
Attention: Ronald J. ("Jock") McGregor
Vice President
Telephone No.: (303)629-2450
Telecopy No.: (303) 629-2499

and

Mineral Ridge Resources Inc.
200 Mica Way
Silver Peak, Nevada 89047
Attention: Hank Lesinski
Vice President - Operations
Telephone No.: (702) 937-2266
Telecopy No.: (702) 937-2202

A notice delivered by hand to a party shall be deemed received when delivered. A
notice sent by mail shall be deemed received on the fifth Business Day after
mailing. A notice sent by facsimile shall be deemed received upon receipt of the
relevant confirmation or answerback. Notices received after 4:00 p.m. local time
shall be deemed received on the following Business Day.

10.2 AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement or the Notes, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Lender, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

10.3 NO WAIVER; CUMULATIVE REMEDIES. No failure on the part of the
Lender to exercise, and no delay in exercising, any right hereunder or under any
Note shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

10.4 COSTS AND EXPENSES. In addition to SECTION 2.9(C) and other
specific provisions of this Agreement requiring the Borrower to pay the
Lender's costs in connection with the transactions contemplated by this
Agreement, the Borrower agrees to pay on demand all reasonable costs and
expenses incurred by the Lender after the Restatement Closing Date in
connection with the preparation, negotiation, execution, delivery and
administration of this Agreement, the Notes, the Hedging Agreement and the
other documents to be delivered hereunder, any amendments to any. thereof
including the reasonable fees and out-of-pocket

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expenses of counsel and of
technical advisors and consultants (including the Lender's independent
insurance consultant and the Independent Consultant for its pre-closing and
ongoing oversight responsibilities) for the Lender with respect thereto and
with respect to advising the Lender as to its rights and responsibilities
under this Agreement. The Borrower further agrees to pay on demand all
reasonable losses, costs and expenses, if any (including reasonable counsel
fees and expenses), suffered or incurred by the Lender after the Restatement
Closing Date in connection with the preservation of any rights of the Lender
under, or the enforcement of, or legal advice in respect of the rights or
responsibilities of the Lender under, this Agreement, the Notes, the Hedging
Agreement and the other documents delivered hereunder, including losses,
costs and expenses sustained by the Lender as a result of any failure by the
Borrower to perform or observe its obligations contained herein or in the
Notes or the Hedging Agreement or in connection with any refinancing or
restructuring of the Loans or the delivery, payment or close-out Obligations
under the Hedging Agreement in the nature of a "workout. "

10.5 INDEMNITY FOR TELEPHONE INSTRUCTIONS. The Borrower shall
protect and indemnify the Lender and hold it harmless from and against any and
all loss, cost, damage, claim or expense (including reasonable attorneys' fees)
incurred by the Lender in connection with or in relation to any act or any
failure to act upon telephone instructions received by the Lender from the
Borrower or any Person who has identified himself as an Authorized Officer of
the Borrower and who the Lender reasonably believed after reasonable inquiry to
be an Authorized Officer of the Borrower, whether or not the instructions are
actually given by an Authorized Officer of the Borrower.

10.6 RIGHT OF SET-OFF. Upon the occurrence and during the
continuance of any Event of Default, the Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits or other obligations (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by the Lender to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement, the Notes and the Hedging Agreement, irrespective of
whether or not the Lender shall have made any demand under this Agreement or
such Notes and although such obligations may be unmatured. The Lender agrees
promptly to notify the Borrower after any such set-off and application made by
the Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Lender under this
SECTION 10.6 are in addition to other rights and remedies (including other
rights to set-off) which the Lender may have.

10.7 INDEMNIFICATION. The Borrower will indemnify and hold harmless
the Lender and its officers, directors, agents, representatives and employees
against any and all costs, claims, damages, charges, assessments, impositions,
liabilities, losses and expenses (including reasonable attorneys' fees)
sustained or incurred as a consequence of, arising from or related to the
negotiation, execution, delivery and performance of this Agreement, the Notes,
the Collateral Agreements and the Hedging Agreement or the ownership,
development, construction, operation or maintenance of the Project during any
period in which the Borrower has an ownership interest in the Project or in any
other manner controls the development, construction, operation or maintenance of
the Project, including violations of any Requirements of Law, Environmental Law,
or Material Project Permits, breach of any Material Project Agreement or other
contract, liability in tort (strict or otherwise) or liability resulting from
the storage, release or transportation of hazardous wastes; PROVIDED, HOWEVER,
that the Borrower does not have to indemnify and hold harmless the parties
referred to above for costs, claims, damages, charges, assessments, impositions,
liabilities, losses and expenses (including reasonable attorneys' fees) arising
from or relating to acts of gross negligence or willful misconduct of such
parties.

10.8 USURY SAVINGS; LIMITATION ON INTEREST. It is the intention of
the parties hereto to contract in strict compliance with applicable usury law
from time to time in effect. In furtherance thereof the parties stipulate and
agree that none of the terms and provisions contained herein and in the
Collateral Agreements and other documents executed in connection herewith shall
ever be construed to create a contract for the use, forbearance or detention of
money, or a contract to pay interest, in excess of the maximum amount of
interest permitted to be charged by applicable law from time to time in effect.
Neither the Borrower, VGH, nor any other present or future guarantors or other
parties hereafter becoming liable for payment of the Borrower's indebtedness to
the Lender shall ever be required to pay interest thereon in excess of the
maximum interest that may be lawfully charged or contracted for under applicable
law from time to time in effect, and the provisions of this SECTION 10.8 shall
control over all other provisions hereof or of the Notes which may be in
conflict or apparent conflict herewith. If the maturity of the Borrower's
indebtedness to the Lender or any part thereof shall be accelerated for any
reason, any amounts held to constitute interest, which are then unearned and
have theretofore been collected by the Lender or any other holder of such
indebtedness, shall be applied to reduce the principal balance thereof then
outstanding. In the event that the Lender or any other holder of the Borrower's
indebtedness to the Lender shall collect monies that are deemed to constitute
interest which would otherwise increase the effective interest on the Borrower's
indebtedness to the Lender or any part thereof to an amount in excess of that
permitted to be charged by applicable law then in effect, all such sums deemed
to constitute interest in excess of such legal limit shall be either immediately
returned to the Borrower or other payor thereof upon such determination or
applied as a credit against the then unpaid principal of the Borrower's
indebtedness, at the option of the Lender or other holder. In determining
whether or not the interest paid or payable under any specific contingency
exceeds the maximum amount permitted under applicable law, the Borrower (and any
other payor thereof) and the Lender shall, to the greatest extent permitted
under applicable law (a) characterize any non-principal payment as an expense,
fee or premium rather than as interest, (b) exclude voluntary prepayments and
the effects thereof, and (c) amortize, prorate, allocate or spread the total
amount of interest throughout the entire contemplated term of the instruments
evidencing the Borrower's indebtedness to the Lender in accordance with the
amounts outstanding from time to time thereunder and the maximum legal rate of
interest from time to time in effect under applicable law in order to lawfully
charge the maximum amount of interest permitted under applicable law. Upon any
such determination, to the extent permitted by law, the Lender or other holder
shall not be subject to any penalty provided for charging, receiving or
contracting for interest in excess of any such maximum legal rate, regardless of
when or the circumstances under which such refund or application was made. The
Borrower acknowledges that this Agreement constitutes a written agreement by the
Lender pursuant to which the Lender has agreed to make loans or forbearances
aggregating more than $2,500,000 to the Borrower in one or more installments.

10.9 BINDING EFFECT; ASSIGNMENT OF RIGHTS. This Agreement shall
become effective when it shall have been executed by the parties hereof and
thereafter shall be binding upon and inure to the benefit of the Borrower and
the Lender and their respective successors, transferees and assigns, except that
the Borrower shall not have the right to transfer or assign any of their rights
or obligations hereunder or any interest herein without the prior written
consent of the Lender, which shall not be unreasonably withheld. The Lender may
at any time, with notice to but without the consent of the Borrower, assign or
transfer by way of assignment or novation all or any part of, or any interest in
the Lender's rights and benefits and obligations hereunder and under the Notes
issued to it hereunder, and to the extent of such assignment such assignee shall
have the same rights and benefits vis-a-vis the Borrower as it would have had if
it were the Lender hereunder, and all references in this Agreement to the Lender
shall thereafter be construed as a reference to the Lender and its transferee or
transferees or, in the case of a transfer of all of its rights, benefits and
obligations, to its transferee or transferees alone. Nothing contained herein
shall be construed to prevent the Lender from granting by way of
subparticipation (being a right to share in the financial effects of this
Agreement without any rights against the Borrower) or risk participation all or
any of its rights and benefits hereunder to any Person without the consent of
the Borrower; PROVIDED HOWEVER, that such transfer is done in compliance with
applicable laws. For the purposes hereof, the Lender may disclose to a potential
transferee or participant such information about the Project, the Borrower, its
businesses, assets and financial condition as the Lender shall consider
appropriate; PROVIDED. HOWEVER, that the Lender shall take such steps as are
necessary to bind such potential transferee or participant to confidentiality
restrictions similar to those contained in SECTION 10.13.

10.10 CONSENT TO JURISDICTION.

(a) THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY
OVER ANY SUIT, ACTION OR PROCEEDING (A "PROCEEDING") ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE NOTES. AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.
THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO, THE DEFENSE OF AN INCONVENIENT FORUM OR IMPROPER VENUE TO THE MAINTENANCE
OF ANY SUCH PROCEEDING. THE BORROWER HEREBY IRREVOCABLY APPOINTS CT
CORPORATION SYSTEM (THE "PROCESS AGENT"), WITH AN OFFICE AS OF THE DATE HEREOF
AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS THEIR AGENT TO RECEIVE ON BEHALF
OF THE BORROWER AND ITS PROPERTY SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT
AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH PROCEEDING. SUCH SERVICE
MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER IN
CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S ABOVE ADDRESS, AND THE BORROWER
HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH
SERVICE ON ITS BEHALF AND AGREES THAT SUCH SERVICE SHALL BE AS SUFFICIENT AND
EFFECTIVE AS IF THE BORROWER WERE PERSONALLY SERVED. SHOULD THE PROCESS AGENT
CEASE TO BE PRESENT IN NEW YORK CITY, THE BORROWER SHALL PROMPTLY APPOINT
ANOTHER PERSON ACCEPTABLE FOR THIS PURPOSE TO THE LENDER TO ACCEPT SERVICE OF
PROCESS ON BEHALF OF THE BORROWER FOR ANY SUCH PROCEEDINGS IN NEW YORK CITY. AS
AN ALTERNATIVE METHOD OF SERVICE, THE BORROWER ALSO IRREVOCABLY CONSENTS TO THE
SERVICE OF ANY AND ALL PROCESS IN ANY SUCH PROCEEDING BY THE MAILING OF COPIES
OF SUCH PROCESS TO THE BORROWER AT ITS ADDRESS REFERRED TO IN SECTION 10.1. THE
BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE EXECUTED UPON AND ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b) NOTHING IN THIS SECTION 10.10 SHALL AFFECT THE RIGHT OF
THE LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT
THE RIGHT OF THE LENDER TO BRING ANY SUIT, ACTION OR PROCEEDING AGAINST THE
BORROWER OR ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. THE TAKING OF ANY
PROCEEDINGS IN ANY ONE OR MORE JURISDICTIONS SHALL NOT PRECLUDE THE TAKING OF
ANY PROCEEDINGS IN ANY OTHER JURISDICTION.

(c) THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE NOTES, THE COLLATERAL AGREEMENTS, THE OTHER
AGREEMENTS REFERRED TO HEREIN OR THE OBLIGATIONS UNDER ANY THEREOF.

10.11 GOVERNING LAW. THIS AGREEMENT, AND ANY INSTRUMENT OR AGREEMENT
REQUIRED HEREUNDER, UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, PROVIDED. HOWEVER. THAT THE DEED OF TRUST SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF NEVADA.

10.12 COUNTERPARTS; FACSIMILE TRANSMISSION. This instrument may be
executed by the parties hereto in several counterparts, each of which shall
constitute an original, and all of which together shall constitute one and the
same document. Signatures sent to the other party by facsimile transmission
shall be binding as evidence of acceptance of the terms hereof by such signatory
party.

10.13 CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS.

(a) The Lender agrees to use reasonable efforts to ensure
that any information concerning the Borrower or the Project obtained by the
Lender, the Independent Consultant or any other of the Lender's authorized
agents or representatives which is not contained in a report or other document
filed with a securities commission or regulatory authority, distributed by CRL
or Vista to shareholders or otherwise available to the public generally
(otherwise than by the Lender's breach of these confidentiality obligations)
will, to the extent permitted by law and except as may be required by valid
subpoena or other external reporting requirements, be treated confidentially by
the Lender's employees, agents or representatives who have a reasonable need to
know such information. These confidentiality obligations shall survive the term
of this Agreement by two years.

(b) Public announcements or reports by the Borrower, VGH or
Vista of information relating to this Agreement or the Lender's financing of the
Project (whether given to stock exchanges or otherwise) shall be made only on
the basis of agreed texts approved in advance of issuance by the Lender;
PROVIDED, HOWEVER, that in a case where, notwithstanding that the parties have
tried but not been able to so agree, a governmental or regulatory authority (or
on the reasonable opinion of the party's legal counsel, any policy of any such
authority) requires disclosure, the party who is subject to such disclosure
requirement may make such a public announcement unilaterally.

10.14 NO THIRD PARTY BENEFICIARIES. This Agreement is intended to be
for the benefit of only the parties hereto and is not intended to inure to the
benefit of, or create or bestow any rights, remedies or privileges in, any third
persons except for the permitted successors and assigns of the parties hereto.

10.15 RESTATEMENT AND AMENDMENT OF ORIGINAL LOAN AGREEMENT; ENTIRE
AGREEMENT. This Agreement restates and amends the Original Loan Agreement in its
entirety and supersedes any offer letters, term sheets or commitments exchanged
between the Lender and the Borrower, CRI, CRL, VGH or Vista with respect to the
subject matter hereof, and this Agreement and the Exhibits and Schedules thereto
and the other documents referred to herein constitute the entire agreement
between the Lender and the Borrower with respect to the various commitments by
the Lender to the Borrower and indebtedness of the Borrower to the Lender to be
incurred under or evidenced by this Agreement; and no other agreements,
promises, representations and warranties (express or implied), except those
expressly set forth herein have been relied upon by the Borrower or have been
made by the Lender.

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the undersigned has caused this
Agreement to be duly executed and delivered by its respective duly Authorized
Officers as of the day and year first above written.

THE BORROWER:

MINERAL RIDGE RESOURCES INC.

By:
Michael B. Richings
President

THE LENDER:

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES

By:
Wayde I. Colquhoun
Vice President

By:
Christopher E. Sarisky
Assistant Vice President

IN WITNESS WHEREOF, each of the undersigned has caused this
Agreement to be duly executed and delivered by its respective duly Authorized
Officers as of the day and year first above written.

THE BORROWER:

MINERAL RIDGE RESOURCES INC.

By:
Michael B. Richings
President

THE LENDER:

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES

By:
Wayde I. Colquhoun
Vice President

By:
Christopher E. Sarisky
Assistant Vice President
<PAGE>
EXHIBIT A-1

FORM OF

SECURED PROMISSORY NOTE
(EXISTING TERM LOAN)

$13,000,000.00 October 21,1998

FOR VALUE RECEIVED, the undersigned MINERAL RIDGE RESOURCES INC., a
Nevada corporation (the "BORROWER"), hereby unconditionally promises to
deliver to the account of DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES (the "LENDER"), at such location as the Lender may specify, on the
dates provided for in that certain Restated and Amended Loan Agreement dated
as of October 21, 1998 between the Borrower and the Lender (as from time to
time in effect, the "RESTATED LOAN AGREEMENT"), the principal amount of
THIRTEEN MILLION DOLLARS ($13,000,000.00). Capitalized terms used herein but
not otherwise defined herein shall have the meanings set forth in the
Restated Loan Agreement.

The Borrower further agrees to pay interest on the Amount
Outstanding of the Loans evidenced hereby as set forth in the Restated Loan
Agreement. All payments of interest and principal shall be made in lawful
money of the United States of America and in immediately available funds.

Under the Restated Loan Agreement, the Borrower is permitted to
make voluntary prepayments and is required to make repayments and mandatory
prepayments, all as set forth in the Restated Loan Agreement.

The Borrower is personally obligated and fully liable for the
amount due under this Note. The Lender has the right to sue on this Note and
obtain a personal judgment against the Borrower for the satisfaction of the
amount due under thus Note either before or after a judicial foreclosure of
the Deed of Trust under applicable law.

This Note shall be governed by the laws of the State of New York
and shall be binding upon the successors and assigns of the Borrower and
shall inure to the benefit of the Lender and its successors and assigns.

This Note evidences the Existing Term Loan under the Restated Loan
Agreement, and restates and amends the "Dollar Note" under and as defined in
the Original Loan Agreement.

IN WITNESS WHEREOF, the Borrower has executed and delivered this
Note on the date first above written.

MINERAL RIDGE RESOURCES INC.

By: _____________________________
Michael B. Richings
President

-1-
<PAGE>

EXHIBIT A-2

FORM OF
SECURED PROMISSORY NOTE
(ADDITIONAL TERM LOAN)

$1,615,000.00 October 21,1998

FOR VALUE RECEIVED, the undersigned MINERAL RIDGE RESOURCES INC., a
Nevada corporation (the "BORROWER"), hereby unconditionally promises to
deliver to the account of DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES (the "LENDER"), at such location as the Lender may specify, on the
dates provided for in that certain Restated and Amended Loan Agreement dated
as of October 21, 1998 between the Borrower and the Lender (as from time to
time in effect, the "RESTATED LOAN AGREEMENT"), the principal amount of ONE
MILLION SIX HUNDRED FIFTEEN THOUSAND DOLLARS ($1,615,000.00). Capitalized
terms used herein but not otherwise defined herein shall have the meanings
set forth in the Restated Loan Agreement.

The Borrower is personally obligated and fully liable for the
amount due under this Note. The Lender has the right to sue on this Note and
obtain a personal judgment against the Borrower for the satisfaction of the
amount due under this Note either before or after a judicial foreclosure of
the Deed of Trust under applicable law.

This Note evidences the Additional Term Loan under the Restated
Loan Agreement.

IN WITNESS WHEREOF, the Borrower has executed and delivered this
Note on the date first above written.

MINERAL RIDGE RESOURCES INC.

By: __________________________
Michael B. Richings
President

-1-
<PAGE>

EXHIBIT A-3

FORM OF
SECURED PROMISSORY NOTE
(LETTER OF CREDIT LOAN)

$1,089,242.00 October 21,1998

FOR VALUE RECEIVED, the undersigned MINERAL RIDGE RESOURCES INC., a
Nevada corporation (the "BORROWER"), hereby unconditionally promises to
deliver to the account of DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES (the "LENDER"), at such location as the Lender may specify, on the
dates provided for in that certain Restated and Amended Loan Agreement dated
as of October 21, 1998 between the Borrower and the Lender (as from time to
time in effect, the "RESTATED LOAN AGREEMENT"), the amounts required to be
paid under the Restated Loan Agreement in an aggregate principal amount not
to exceed ONE MILLION EIGHTY-NINE THOUSAND TWO HUNDRED FORTY-TWO DOLLARS
($1,089,242.00). Capitalized terms used herein but not otherwise defined
herein shall have the meanings set forth in the Restated Loan Agreement.

All Letter of Credit Loans made by the Lender to the Borrower and
all payments of principal with respect thereto shall be recorded by the
Lender and endorsed on the schedule attached hereto which is a part of this
Note, which endorsement shall constitute PRIMA FACIE evidence of the accuracy
of the information endorsed absent manifest error; PROVIDED, HOWEVER, that
the failure of the Lender to make any such endorsement or to make such
endorsement correctly shall not affect the obligation of the Borrower to
repay any Letter of Credit Loan made by the Lender to the Borrower.

The Borrower is personally obligated and fully liable for the
amount due under this Note. The Lender has the right to sue on this Note and
obtain a personal judgment against the Borrower for the satisfaction of the
amount due under this Note either before or after a judicial foreclosure of
the Deed of Trust under applicable law.

This Note evidences the Letter of Credit Loans, if any, that may
become outstanding under the Restated Loan Agreement.

-1-
<PAGE>

IN WITNESS WHEREOF, the Borrower has executed and delivered this
Note on the date first above written.

MINERAL RIDGE RESOURCES INC.

By: ________________________________
Michael B. Richings
President

<TABLE>
<CAPTION>
NAME OF
AMOUNT OF PERSON
LETTER OF AMOUNT AMOUNT MAKING
DATE CREDIT LOAN REPAID OUTSTANDING NOTATION
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

_______________________________________________________________________________

</TABLE>

-2-
<PAGE>

EXHIBIT B

Form of Existing Letter of Credit

[SEE ATTACHED]

-1-
<PAGE>

TO: SIERRA PACIFIC POWER COMPANY
6100 Neil Road
P. 0. Box 10100 Reno, NV
8950-0400
Tel: (702) 689-4011
Attn: Clyyne M. Cook

IRREVOCABLE STANDBY LETTER OF CREDIT NO. 1076-97

At the request and for the account of Mineral Ridge Resources, Inc. (the
"APPLICANT"), Dresdner Bank AG, Grand Cayman Branch (the "BANK") hereby
establishes in favor of Sierra Pacific Power Company (the "BENEFICIARY") this
irrevocable, non-transferable Letter of Credit No.: 1076-97 in the amount of
up to but not exceeding in the aggregate: One Million, Eighty Nine Thousand,
Two Hundred and Forty Two Dollars ($1,089,242). In the event of an extension
as provided below, the Initial Amount shall be reduced from time to time as
hereinafter provided: Annually, upon receipt by the Bank of a certificate
appropriately completed and signed by the Bank of a certificate appropriately
completed and signed by persons purporting to be Beneficiary's duly
authorized representative, reducing the amount of the Letter of Credit, Bank
may require Beneficiary to surrender the Letter of Credit to Bank on the
tenth day after prior written notice by Bank to Beneficiary, and to accept on
such date, in substitution for this Letter of Credit, an Irrevocable Letter
of Credit, dated such date, for an amount equal to the amount of this Letter
of Credit reduced by the amount certified, but otherwise in a form and having
terms identical to this Letter of Credit.

This Letter of Credit is issued in connection with the Loan Agreement dated
January 17, 1997, between the Applicant and the Bank. However, the Bank's
undertaking under this Letter of Credit is not subject to nor conditioned
upon the existence, validity or enforceability of such or any other
agreement, condition or qualification and the Bank assumes no obligations
other than those expressly set forth herein.

This Letter of Credit is effective on the date hereof or other date and shall
expire and become null and void (the "EXPIRATION DATE") on the earlier of (i)
12:00 p.m. (EST) December 31, 1997, which expiration date shall be
automatically extended for additional periods of one year unless the Bank
advises the Beneficiary in writing at least 30 days prior to the then
applicable expiration date of the Bank's decision not to extend such date,
(ii) payment by the Bank under this Letter of Credit to Beneficiary of an
amount not to exceed in the aggregate the above written amount or (iii)
surrender of this Letter of Credit to the Bank for cancellation.

If the Bank notifies the Beneficiary of the Bank's election not to extend
this Letter of Credit, the Beneficiary may draw the then available amount
under this Letter of Credit at any time during the 15 days immediately
preceding the then applicable expiration date upon presentation of a single
sight draft in accordance with subparagraph (i) below together with the
original of this Letter of Credit in accordance with subparagraph (iii)
below, but there shall be no requirement on the part of the Beneficiary to
present the statement referred to in subparagraph (ii) below.

The Bank hereby agrees to provide the Beneficiary with funds (out of its own
general funds) in accordance with this Letter of Credit upon presentation of
all of the following documents at regular business hours at the Bank's office
at Dresdner Bank AG, New York Branch, 75 Wall

-2-
<PAGE>

Street, New York, New York 10005, or at such other location as specified by
the Bank to the Beneficiary on or prior to the Expiration Date:

(i) Beneficiary's draft on the Bank at sight bearing upon its face the
clause: "Drawn under Irrevocable Standby Letter of Credit No.: 1076-97
of Dresdner Bank AG, Grand Cayman Branch issued on January 31, 1997;

(ii) receipt by mail or by telecopy of a signed letter from the
Beneficiary, addressed to Bank, staling that either (as applicable):
(i) the Applicant is in default of its payment obligations or security
obligations under the Electric Service Agreement, (the "ESA") between
Applicant and Beneficiary and that pursuant to the terms of the ESA,
the Beneficiary is entitled to realize upon its security and draw upon
this Letter of Credit, or (ii) the Applicant has terminated or delayed
its Mineral) Ridge Project and, pursuant to the terms of the ESA,
Beneficiary seeks to collect its expenses under the ESA by drawing on
this Letter of Credit and releasing the remaining Letter of Credit
balance provided, however, if the Beneficiary is drawing upon this
Letter of Credit as a result of the Bank's election not to extend this
Letter of Credit in accordance with the fourth paragraph above, this
clause (ii) shall be inapplicable; and

(iii) presentment of the original of this Letter of Credit, which shall
be surrendered to the Bank for cancellation upon utilization of the
aggregate above written amount, which utilization shall be documented
as conclusive evidence absent manifest error by appropriate entries in
the books of the Bank.

Multiple drafts not to exceed in the aggregate the above written amount may
be presented under this Letter of Credit. Each payment on a draft shall
reduce the aggregate above written amount by the amount drawn.

The term "Beneficiary" includes any successor by operation of law of the
named Beneficiary including, without limitation, any liquidator,
rehabilitator, receiver or conservator. However, this Letter of Credit is
neither assignable nor transferable without the written consent of the Bank.

If a drawing is made by the Beneficiary hereunder, the Bank upon payment to
the Beneficiary) shall be subrogated to the rights of the Beneficiary against
the Applicant or other respective party in the amount of such drawing.

Except as otherwise expressly stated herein, this Letter of Credit is subject
to and governed by the Uniform Customs and Practice for Documentary Credits
(1993 revision), International Chamber of Commerce, Publication No. 500 (the
"Uniform Customs"). Matters not covered by the Uniform Customs shall be
subject to and governed by the laws of the State of New York.

Communications with respect to this Letter of Credit shall be addressed to
the Bank at Dresdner Bank AG New York Branch, 75 Wall Street, New York, New
York 10005, Attn.: ____________ or such other address as the Bank may notify
the Beneficiary from time to time.

Very truly yours,
Dresdner Bank AG, Grand Cayman Branch

-3-
<PAGE>

By: _______________________________
Name: _________________________
Title: ________________________

-4-
<PAGE>

EXHIBIT C-l

FORM OF
IRREVOCABLE REQUEST FOR ADDITIONAL TERM LOAN

October , 1998

DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
75 Wall Street
New York, New York 10005-2889
Fax: (212)429-2192

Attention: Mr. Wayde I. Colquhoun

Re: IRREVOCABLE REQUEST FOR ADDITIONAL TERM LOAN

Gentlemen:

MINERAL RIDGE RESOURCES INC. (the "BORROWER"), pursuant to SECTION
2.1(b) of the Restated and Amended Loan Agreement dated as of October 21,
1998 (the "RESTATED LOAN AGREEMENT") by and between the Borrower and DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES (the "LENDER"), hereby
irrevocably requests that the Lender make the "Additional Term Loan" (as such
term is defined in the Restated Loan Agreement) to or on behalf of the
Borrower in the following manner:

(i) Disburse on: October ___, 1998

(ii) In amount of: $1,615,000.00

(iii) Apply to: (a) $1,075,000.00 to D.H. Blattner & Sons,
Inc. in accordance with its written
instructions to Lender

(b) $540,000.00 to Roberts & Schaefer
Company in accordance with its written
instructions to Lender

-1-
<PAGE>

(iv) Certification of compliance with SECTION 5.1(q) of the Restated
Loan Agreement is attached.

Very truly yours,

MINERAL RIDGE RESOURCES INC.

By: ____________________________
Michael B. Richings
President

-2-
<PAGE>

EXHIBIT C-2

FORM OF
IRREVOCABLE NOTICE OF BORROWING PERIOD

DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
75 Wall Street
New York, New York 10005-2889
Fax: (212)429-2192

Attention: Mr. Wayde I. Colquhoun

Re: IRREVOCABLE NOTICE OF BORROWING PERIOD
Gentlemen:

MINERAL RIDGE RESOURCES INC. (the "Borrower"), pursuant to SECTION
2.2(c) of the Restated Loan Agreement dated as of October 21, 1998 (as from
time to time in effect, the "Restated Loan Agreement") between the Borrower
and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES (the "Lender"),
hereby irrevocably selects the following "Borrowing Period" for all of the
"Loans" (as each of such terms is defined in the Restated Loan Agreement):

1. Borrowing Period to commence on: ____________ , ____

2. Borrowing Period duration of: ______ days

3. Borrowing Period to end on: ____________ , ____

Very truly yours,

MINERAL RIDGE RESOURCES INC.

By: __________________________
Michael B. Richings
President

-1-
<PAGE>

EXHIBIT C-3

FORM OF
IRREVOCABLE REQUEST FOR HEDGING AGREEMENT PROCEEDS

October 21, 1998

DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
75 Wall Street
New York, New York 10005-2889
Fax: (212) 429-2192

Attention: Mr. Wayde I. Colquhoun

Re: IRREVOCABLE REQUEST FOR HEDGING AGREEMENT PROCEEDS

Gentlemen:

MINERAL RIDGE RESOURCES INC. (the "BORROWER"), pursuant to SECTION
2.4 of the Restated and Amended Loan Agreement dated as of October 21, 1998
(the "RESTATED LOAN AGREEMENT") by and between the Borrower and DRESDNER BANK
AG, NEW YORK AND GRAND CAYMAN BRANCHES (the "LENDER"), hereby confirms its
prior oral irrevocable request that the Lender modify and reprice certain of
its existing gold forward hedging contracts under the "Hedging Agreement" (as
such term is defined in the Restated Loan Agreement) in order to make
available to or on behalf of the Borrower net proceeds of $3,500,000.00 in
the following manner:

(i) Disburse on: October 21, 1998

(ii) In amount of: $3,500,000.00

(iii) Apply to: (a) $3,400,000.00 deposited into the
Project Account for use by the Borrower
in accordance with the Project Budge
and the Restated Loan Agreement;

(b) $100,000.00 to payment to the Lender or
its counsel or consultants on account of
Accrued Expenses of Lender in
connection with the Original Loan
Agreement and the preparation of the
Restated Loan Agreement

-1-
<PAGE>

Capitalized terms used without definition herein have the meaning given to
them in the Restated Loan Agreement.

Very truly yours,

MINERAL RIDGE RESOURCES INC.

By: ____________________________
Michael B. Richings
President

-2-

<PAGE>

EXHIBIT D

Form of VGH Guarantee

[See Item No. 4.5]

-1-
<PAGE>

EXHIBIT E

Form of VGH Pledge Agreement (Borrower Stock)

[See Item No. 4.6]

-2-
<PAGE>

EXHIBIT F

Form of Share Purchase Agreement

[See Item No. 3.1]

-3-
<PAGE>

EXHIBIT G

[Intentionally Omitted]

-4-
<PAGE>

EXHIBIT H-1

Form of Deed of Trust

[See Attached]

-5-
<PAGE>

EXHIBIT H

DEED OF TRUST, SECURITY AGREEMENT
FINANCING STATEMENT AND
ASSIGNMENT OF PRODUCTION AND PROCEEDS

dated as of January 17, 1997
by and among

MINERAL RIDGE RESOURCES, INC.

and

COW COUNTRY TITLE INSURANCE COMPANY
(as Trustee)

and

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

- -------------------------------------------------------------------------------

WHEN RECORDED PLEASE
RETURN TO:

J. Hovey Kemp, Esq.
Davis, Graham & Stubbs LLP
1314 Nineteenth Street, N.W.
Washington, D.C. 20036
(202) 822-8660

- -------------------------------------------------------------------------------

THIS DEED OF TRUST SHALL BE EFFECTIVE AS A FIXTURE FILING, AND SHALL BE
INDEXED NOT ONLY AS A DEED OF TRUST BUT ALSO AS A FIXTURE FILING

<PAGE>

FORM OF
DEED OF TRUST, SECURITY AGREEMENT, FINANCING
STATEMENT AND ASSIGNMENT OF PRODUCTION AND PROCEEDS

THIS DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND
ASSIGNMENT OF PRODUCTION AND PROCEEDS (this "DEED OF TRUST"), dated as of
January 17, 1997 is made by and among MINERAL RIDGE RESOURCES, INC., a Nevada
corporation (the "COMPANY"), whose address is 200 Mica Way, Silver Peak,
Nevada 89047, and COW COUNTY TITLE INSURANCE COMPANY, a Nevada corporation
(the "TRUSTEE"), whose address is P.O. Box 1608, Tonapah, Nevada 89049, for
the benefit of DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES (the
"LENDER"), whose address is 75 Wall Street, New York, New York 10005.

RECITALS

A. The Company has entered into a Loan Agreement with the Lender
dated January 17, 1997 (the "LOAN AGREEMENT"), whereunder the Lender
committed to extend credit and make loans to the Company, subject to the
terms and conditions stated in the Loan Agreement, up to an aggregate
principal amount of $15,000,000 (the "FACILITY");

B. Pursuant to the Loan Agreement, the Lender has also agreed, at
the request of the Company, to issue or arrange for the issuance of a Letter
of Credit in the aggregate face amount of $1,089,262. Any amounts which the
Lender has paid or becomes obligated to pay under the Letter of Credit, or
any fees associated with the issuance of the Letter of Credit, which are not
repaid by the Company in accordance with the terms of the Loan Agreement
shall constitute a Loan under the Facility.

C. Pursuant to the Loan Agreement, the Company has executed one
or more notes (the "NOTES"), under which the aggregate principal amount and
the interest thereon are due and payable not later than December 31, 2001;

D. Pursuant to and in connection with the Loan Agreement, the
Company and the Lender have entered into an agreement dated January 17, 1997
(the "HEDGING AGREEMENT") whereunder the Lender agreed to provide gold
hedging facilities in favor of the Company.

E. It is a condition precedent to the Lender making loans (the
"LOANS") to the Company under the Loan Agreement and to the Lender making
available the hedging facilities under the Hedging Agreement that the Company
shall have granted the liens and security interests contemplated by this Deed
of Trust; and

F. All capitalized terms not defined herein shall have the same
meaning as set forth in the Loan Agreement.

-2-

<PAGE>
AGREEMENT

NOW, THEREFORE, in consideration of the premises and in order to
induce the Lender to make Loans and disburse funds pursuant to the Loan
Agreement, and to provide the hedging facilities pursuant to the Hedging
Agreement, the Company hereby agrees with the Trustee and the Lender as
follows:

ARTICLE I
GRANT OF SECURITY

In order to secure the payment of Indebtedness as defined herein,
the Company hereby grants, bargains, sells, assigns, transfers, pledges,
conveys and mortgages to the Trustee for the benefit of the Lender, and for
the same consideration grants a security interest to the Lender in, the
following real and personal property, rights, title and interests
(collectively, the "COLLATERAL"):

(a) LANDS. All of the Company's present or hereafter acquired
right, title and interest in and to the agreements (and the properties
covered thereby) and the patented and unpatented mining claims and millsites,
all described in Schedule 1 hereto, located in Esmeralda County, Nevada
(collectively, the "LANDS").

(b) IMPROVEMENTS. All of the Company's present or hereafter
acquired right, title and interest in and to all buildings, structures and
improvements now or hereafter located or erected on the Lands (the
"IMPROVEMENTS") and any and all easements, licenses and rights-of-way used in
connection therewith.

(c) WATER RIGHTS. All of the Company's present or hereafter
acquired water and water rights, ditch and ditch rights, reservoir and
reservoir rights of whatever nature or kind, used in relation to the Lands,
including, but not limited to, the water rights described in SCHEDULE 1
hereto.

(d) MINERALS. All of the gold or silver, whether in place,
produced or severed, and all other minerals in, on or under the Lands to
which the Company is presently or hereafter entitled (herein called the
"MINERALS").

(e) PERSONAL PROPERTY. All of the Company's present or hereafter
acquired right, title and interest in and to the surface or subsurface
machinery, equipment, facilities, supplies and other personal property,
structures and fixtures, as defined under applicable law, now or hereafter
located in, on, under or affixed to the Lands or the Improvements which are
used or acquired for the production, treatment, processing, storage,
transportation, manufacture or sale of the Minerals and any replacements
thereof, substitutions therefor or accessions thereto (the "OPERATING
EQUIPMENT"), including, but not limited to, the personal property listed in
SCHEDULE 2 hereto.

(f) ACCOUNTS; CONTRACT RIGHTS; GENERAL INTANGIBLES. All of the
Company's present or hereafter acquired right, title and interest in and to
all accounts, contract rights and general intangibles now or hereafter
arising in connection with the

-3-

<PAGE>

production, treatment, storage, transportation, or sale of the Company's
interest in and to the Minerals.

(g) PRODUCTS. All of the Company's present or hereafter acquired
right, title and interest in and to the severed and extracted Minerals
produced from the Lands or the Project.

(h) INVENTORY. All of the Company's present or hereafter acquired
right, title and interest in and to all inventory including without
limitation all raw materials, all work in progress and all finished goods
located on the Lands.

(i) PROCEEDS. All the cash and noncash proceeds and products of
the property described in paragraphs (a) through (h) above now existing or
hereafter arising, including, without limitation, whatever is received upon
the sale, exchange, collection or other disposition of said property and the
insurance payable by reason of loss or damage to said property (the
"PROCEEDS"), and all additions thereto, substitutions and replacements
thereof or accessions thereto.

TO HAVE AND TO HOLD all of the Collateral, together with all of the
rights, privileges, benefits, hereditaments and appurtenances in any wise
belonging, incidental or appertaining thereto, to the Trustee IN TRUST,
NEVERTHELESS, for the security and benefit of the Lender and its successors
and assigns, subject to all of the terms, conditions, covenants, agreements
and trusts herein set forth.

ARTICLE II
INDEBTEDNESS SECURED

This instrument is executed and delivered by the Company to secure
and enforce the payment and satisfaction of the Company's indebtedness under
the Loan Agreement and the Company's obligations under the Hedging Agreement
and as described below ("INDEBTEDNESS"):

(a) All sums advanced to the Company pursuant to the Loan
Agreement as evidenced by the Notes and all interest on the sums so advanced;

(b) All fees charged by and payable to the Lender by the Company
pursuant to Sections 2.8 or 3.3 of the Loan Agreement;

(c) All sums advanced and costs and expenses incurred by the
Lender (directly or on its behalf by the Trustee), including, without
limitation, all reasonable legal and engineering fees and expenses, made or
incurred in connection with the Indebtedness or any part thereof, any
renewal, extension or change of or substitution for the Indebtedness or any
part thereof, or the acquisition or perfection of the security therefor,
whether such advances, costs and expenses were made and incurred at the
request of the Company, the Trustee or the Lender;

-4-

<PAGE>

(d) All amounts (of Gold or Dollars) owed by the Company to the
Lender under the Hedging Agreement; and

(e) All renewals, extensions, amendments and changes of, or
substitutions for, all or any part of the items described under (a) and (b)
above.

ARTICLE III
COVENANTS. REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Trustee and the Lender that:

(a) DUE ORGANIZATION. GOOD STANDING AND AUTHORITY. The
Company is duly organized, validly existing and in good standing under the
laws of Nevada and is qualified to do business in Nevada and every other
jurisdiction where necessary in light of its business and properties. The
Company has full power, authority and legal right (i) to own or lease its
assets and properties (including the Lands) and to conduct its business as
now being conducted, and (ii) to incur its obligations under this Agreement
and each other agreement, document and instrument executed or to be executed
by it pursuant hereto or in connection herewith and to perform the terms
hereof and thereof applicable to it.

(b) DUE AUTHORIZATION; NON-CONTRAVENTION. The execution and
delivery by the Company of this Deed of Trust, and the performance of all
transactions contemplated hereby and the fulfillment of and compliance with
the terms of this Deed of Trust, have been duly authorized by all necessary
action corporate or otherwise and do not and will not (i) conflict with or
result in a breach of the terms, conditions or provisions of, (ii) constitute
a default under, (iii) give any third party any right to accelerate any
obligation under, (iv) result in a violation of, or (v) require any
authorization, consent, approval, exemption or other action by or notice to
any court or administrative or governmental body pursuant to (A) the Articles
of Incorporation or by-laws of the Company, (B) any law, statute or rule, or
(C) any agreement, instrument, order, judgment or decree to which the Company
is subject or by which any of its properties are bound.

(c) NO APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance
by the Company under this Deed of Trust.

(d) VALIDITY. This Deed of Trust is, and when delivered
hereunder will be, the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, reorganization, insolvency or similar laws affecting
the enforcement of creditors' rights generally and by general principles of
equity (regardless of whether enforcement is sought in equity or law).

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<PAGE>

(e) FINANCIAL STATEMENTS. The audited consolidated
financial statements of CRL and Carlin Resources Corp. ("CARLIN") for the
12-month period ended December 31, 1995, together with the unaudited
consolidated financial statements of CRL and Carlin for the nine-month period
ended September 30, 1996, previously furnished to the Lender, are correct and
complete and have been prepared in accordance with generally accepted
accounting principles in Canada consistently applied and present fairly and
accurately the financial position and results of operations of CRL and Carlin
for the periods covered thereby. The unaudited financial statements of each
of CRI and the Company for the nine-month period ended September 30, 1996,
previously furnished to the Lender, have been prepared in accordance with
generally accepted accounting principles consistently applied and present
fairly and accurately the financial position and results of operations of
such parties for the periods specified therein. Subsequent to the respective
dates as of which information is given in such financial statements there has
been no material adverse change in CRL, CRTs or the Company's condition
(financial or otherwise), earnings, general affairs, executive management,
business, properties, prospects or results of operations.

(f) LITIGATION. There is no action, suit or proceeding at law
or in equity, by or before any governmental or regulatory authority, court,
arbitral tribunal or other body now pending (or, to the best knowledge of the
Company, threatened) against or affecting the Company or any of the
Collateral which may materially adversely affect the legality, validity or
enforceability of this Deed of Trust.

(g) TITLE TO PROPERTIES.

(i) The Company has good and marketable title to an
undivided one hundred percent (100%) of all of the patented and unpatented
lode mining claims that are material to the Project and which are described
in SCHEDULE I to this Deed of Trust, which title is, subject to Permitted
Liens, Royalties allowed under SECTION 6.10 of the Loan Agreement and the
exceptions set forth in the updated status reports of title counsel to be
delivered to and accepted by the Lender pursuant to SECTION 5.1(e) of the
Loan Agreement, superior and paramount to any adverse claim or right of title
which may be asserted subject only to the paramount title of the United
States as to any federal unpatented mining claims and the rights of third
parties to such unpatented mining claims pursuant to the Multiple Mineral
Development Act of 1954 and the Surface Resources and Multiple Use Act of
1955.

(ii) With respect to the unpatented lode mining claims
listed on the attached SCHEDULE 1; (A) the Company is in exclusive possession
thereof, free and clear of all liens, claims encumbrances or other burdens on
production (except pursuant to or as set forth in the BUSA Agreement and
Property Deed and the MMC Property Deed); (B) the claims were located,
staked, filed and recorded on available public domain land in compliance with
all applicable state and federal laws and regulations; (C) assessment work,
intended in good faith to satisfy the requirements of state and federal laws
and regulations and generally regarded in the mining industry as sufficient,
for all assessment years up to and including the assessment year ending

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<PAGE>

September 1, 1992, was timely and properly performed on or for the benefit of
the claims, and affidavits evidencing such work were timely recorded; (D)
claim rental and maintenance fees required to be paid under federal law in
lieu of the performance of assessment work, in order to maintain the claims
commencing with the assessment year ending on September 1, 1993 and through
the assessment year ending on September 1, 1997, have been timely and
properly paid, and affidavits or other notices evidencing such payments and
required under federal or state laws or regulation have been timely and
properly filed and recorded; (E) all filings with the BLM with respect to the
claims which are required under FLPMA have been timely and properly made; and
(F) there are no actions or administrative or other proceedings pending or to
the best of the Company's knowledge threatened against or affecting the
claims. Nothing herein shall be deemed a representation that any unpatented
claim contains a discovery of valuable minerals. In addition, with respect to
each of the unpatented mining claims listed on SCHEDULE 1, the Company
represents that they have been remonumented as necessary, and that evidence
of such remonumentation has been timely and properly recorded, all in
compliance with the provisions ofN.R.S. Section 517.230.

(iii) As to the patented mining claims listed on
SCHEDULE 1, (A) the Company owns an undivided one hundred percent (100%)
interest in those claims free and clear of all liens, claims, encumbrances or
other burdens on production (except pursuant to or as set forth in the BUSA
Agreement and Property Deed and the MMC Property Deed); (B) the Company is in
exclusive possession of those claims; and (C) there are no actions or
administrative or other proceedings pending or to the best of the Company's
knowledge threatened against those claims.

(iv) The Company has good and marketable title to the
Improvements and the Operating Equipment, except for such assets which have
been disposed of since such date as no longer used or useful in the conduct
of operations on the Lands or in the conduct of the Company's business or as
have been disposed of in the ordinary course of business. The Lands, the
Improvements located thereon and the Operating Equipment constitute all of
the properties and assets, tangible or intangible, real or personal, which
are used in the conduct of the business of the Company, as such business is
presently being conducted and as pertains to the Project. No other material
properties or assets, whether or not owned by the Company, are required for
the operation of such business or the Project as presently being operated or
developed. All such properties and assets are owned free and clear of all
clouds to title and of all Liens, except Permitted Liens or Liens permitted
under the provisions of this Deed of Trust or set forth in the updated status
reports of title counsel delivered to and accepted by the Lender pursuant to
SECTIONS 5.1(e) of the Loan Agreement. All Operating Equipment owned by the
Company and described in SCHEDULE 2 hereto is in a state of repair adequate
for normal operations and is in all material respects in good working order.

(h) LEASES AND ROYALTIES. The Lands described in SCHEDULE 1
attached hereto are not subject to any leases or other agreements and there
are no Royalties burdening such Lands except as described in SECTION 6.10 of
the Loan Agreement and permitted thereunder. For purposes hereof, "Royalties"
shall mean all

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<PAGE>

amounts payable as a share of the product or profit from the Lands or any
Products produced therefrom and includes without limitation, production
payments, net profits interests, net smelter return royalties, landowner's
royalties, minimum royalties, overriding royalties and royalty bonuses.

(i) TRANSPORTATION. UTILITIES AND WATER SUPPLY. All utility
services, means of transportation, ingress and egress roadways, easements,
servitudes, rights of passage, facilities, water rights and other materials
necessary for the operation of and access to the Project (including, without
limitation, gas, electrical, water supply and sewage services and facilities)
at the performance levels set forth in the Feasibility Study or the most
recent Project Budget, in compliance with all applicable Requirements of Law,
are available to the Project on commercially reasonable terms and the Company
is not aware of any information that would lead it to believe that any of the
foregoing will not be available to the Project in the future.

(j) PAYMENT OF TAXES. The Company has filed or caused to be
filed all federal, state and local tax returns which to the knowledge of the
Company are required to be filed and has paid or caused to be paid all taxes
as shown on such returns or any assessment received by the Company to the
extent that such taxes or assessments have become due, except such as may be
diligently contested in good faith and by appropriate proceedings or as to
which a bona tide dispute may exist and for which adequate reserves are being
maintained. The Company has established reserves which are reasonably
believed by the officers and representatives of the Company to be adequate
for the payment of such taxes.

(k) AGREEMENTS. The Company is not a party to any agreement
or instrument or subject to any charter or other corporate restriction
adversely affecting its business, the Project, or its properties or other
assets, operations or conditions (financial or otherwise). All such Material
Project Agreements are in full force and effect and the Company is not (nor,
to the best of the Company's knowledge, is any other party to such
agreements) in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any Material Project
Agreement or any other agreement or instrument to which it is a party, the
effect of which would have a material adverse effect on the financial
condition, properties or operations of the Company or on the Collateral. The
Company has listed on SCHEDULE 3 of the Loan Agreement all Material Project
Agreements. Copies of all such Material Project Agreements have been
delivered to the Lender and its counsel and are full, complete and current
copies of such agreements.

(l) COMPLIANCE WITH LAWS. With respect to the Lands and
operations thereon, the Company has complied in all material respects with
all applicable local, state and federal laws, including Environmental Laws,
and regulations relating to the operation of the Project, and the Company is
not aware of any investigation (other than a routine inspection) of the
Company or the Project underway by any local, state or federal agency with
respect to enforcement of such laws and regulations. The existing and planned
use of the Project complies with all legal requirements, including but not
limited

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<PAGE>

to applicable zoning ordinances, regulations and restrictive covenants
affecting the Lands, as well as all environmental, ecological, landmark and
other applicable laws and regulations; and all requirements for such use have
been satisfied. No release, emission or discharge into the environment of
hazardous substances, as defined under any Environmental Law, has occurred or
is presently occurring or will occur in operating the Project in its intended
form in excess of federally or state permitted releases or reportable
quantities, or other concentrations, standards or limitations under the
foregoing laws or under any other federal, state or local laws, regulations
or governmental approvals in connection with the construction, ore treatment
fuel supply, power generation and transmission or waste disposal, or any
other operations or processes relating to the Project. The Lands and the
Company's use and proposed use thereof are not and will not be in violation
of any environmental, occupational safety and health or other applicable law
now in effect, the effect of which violation, in any case or in the
aggregate, would materially adversely affect the Lands or the Company's use
thereof, or which, in any case or in the aggregate, would impose a material
liability on the Lender or jeopardize the interest of the Lender in the
Collateral. The Company has no knowledge of any past or existing violations
of any such laws, ordinances or regulations issued by any governmental
authority.

(m) PERMITS AFFECTING PROPERTIES. The Company has obtained
all licenses, operating bonds, permits and approvals from all governments,
governmental commissions, boards and other agencies required in respect to
its present operations at the Project. The Company has listed on SCHEDULE 4
to the Loan Agreement all Material Project Permits. Copies of all such
Material Project Permits have been delivered to the Lender's counsel and are
full, complete and current copies of same.

(n) PRIOR SECURITY INTEREST. Except for the due and timely
filing or recording of this Deed of Trust (and except for the delivery to the
Lender of any Collateral as to which possession is the only method of
perfecting a security interest in or Lien on such Collateral), no further
action is necessary to establish and perfect the Lender's prior security
interest in or first lien on all Collateral other than Collateral subject to
Permitted Liens.

3.2 AFFIRMATIVE COVENANTS. The Company covenants and agrees with
the Lender that so long as any of the Indebtedness secured hereby remains
unpaid (unless the Lender shall have otherwise consented in writing):

(a) DUE PAYMENT. The Company will pay when due, or within any
applicable grace periods with respect thereto, any and all amounts for which
it is obligated under the terms of the Loan Agreement, the Notes and this
Deed of Trust and will comply with all of the terms and provisions thereof
and hereof;

(b) PERFECTION; MAINTENANCE OF LIENS. The Company shall
promptly, at the Company's own expense and insofar as not contrary to
applicable law, file and refile in such offices, at such times and as often
as may be necessary, any instrument as may be necessary to create, perfect,
maintain and preserve the lien and

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<PAGE>

security interest intended to be created hereby and the rights and remedies
hereunder; shall promptly furnish to the Lender evidence satisfactory to the
Lender of all such filings and refilings; and otherwise shall do all things
necessary or expedient to be done to effectively create, perfect, maintain
and preserve the liens and security interests intended to be created hereby
as a valid lien of first priority on real property and fixtures and a
perfected security interest in personal property and fixtures, subject to
Permitted Liens, and hereby authorizes the Trustee and the Lender to file one
or more Financing or continuation statements, and amendments thereto,
relative to any or all of the Collateral without the signature of the
Company, where permitted by law;

(c) MAINTENANCE OF LANDS. The Company will (i) cause each of
the water rights described in SCHEDULE 1 and any rights of way, easements or
privileges owned or hereafter acquired by or for the Project and necessary or
appropriate to the operation of a mine or mines upon the Lands to be kept in
full force and effect by the payment of whatever sums may become payable and
by the fulfillment of whatever other obligations, and the performance of
whatever other acts may be required to the end that forfeiture or termination
of each such interest shall be prevented unless the termination, forfeiture
or other relinquishment of the interest is authorized by any operating plan
or plan of operations then in effect thereunder, (ii) conduct all mining and
related operations in accordance with good and minerlike practice, (iii)
timely perform adequate amounts of annual assessment work sufficient to
maintain the unpatented mining claims listed on SCHEDULE 1 so long as this
Deed of Trust remains in effect, or timely pay all required federal claim
maintenance fees required in lieu thereof, and timely record and file in the
appropriate county and federal offices adequate affidavits and notices of the
timely performance of such work or timely payment of such fees, and amend,
relocate, locate new mining claims and apply for patents with respect to
those unpatented mining claims as reasonably necessary to protect the
Company's and the Lender's interest in the Collateral, (iv) permit the
Lender, through its employees and agents, to enter upon the Lands for the
purpose of investigating and inspecting the condition and operation of the
Collateral, and do all other things necessary or proper to enable the Lender
to exercise this right upon reasonable notice at such times as the Lender may
reasonably request, and (v) do all other things necessary to preserve the
Lender's interest in the Collateral;

(d) MAINTENANCE OF COLLATERAL. The Company will keep all
Improvements, Operating Equipment, inventory and fixtures of every kind now
or hereafter included in the Collateral in good working order, and all
repairs, renewals, replacements, additions, substitutions and improvements
needful to such end shall be promptly made;

(e) COMPLIANCE WITH LAWS. The Company will comply with all
lawful rulings and regulations of each regulatory authority having
jurisdiction over the Lands and the Project;

(f) PAYMENT OF OBLIGATIONS. The Company will pay when due all
liabilities of any nature, including all liabilities for labor and material
and equipment, incurred in or arising from the administration or operation of
the Lands and the Project;

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<PAGE>

(g) PROTECTION OF COLLATERAL. The Company will protect every
part of the Collateral from removal, destruction and damage, and will protect
same from the doing or suffering to be done of any act, other than the use of
the Collateral as hereby contemplated, whereby the value of the Collateral
may be lessened;

(h) INSURANCE. The Company will carry (i) workmen's
compensation insurance covering persons who are employed by or for the
benefit of the Project in compliance with applicable laws, and (ii) other
insurance as required by SECTION 7.10 of the Loan Agreement;

(i) FURTHER ASSURANCES. The Company shall execute,
acknowledge and deliver to the Lender such other and further instruments and
do such other acts as in the opinion of the Lender may be necessary or
desirable to effect the intent of this Deed of Trust, upon the reasonable
request of the Lender and at the Company's expense;

(j) DEFEND TITLE. If the title or the right of the Company or
the Lender to the Lands or any other Collateral or any part thereof shall be
attacked, either directly or indirectly, or if any legal proceedings are
commenced against the Company, the Company shall promptly give written notice
thereof to the Lender and, at the Company's own expense, shall proceed
diligently to defend against any such attack or proceedings, and the Lender
may take such independent action in connection therewith as it may, in its
reasonable discretion, deem advisable to protect its interest in the
Collateral, and all costs, expenses and reasonable attorneys' fees incurred
by the Lender in connection therewith shall be a demand obligation owing by
the Company to the Lender, and shall bear interest at the rate specified in
the Loan Agreement from the date such expenses are incurred until paid, and
shall be part of the Obligations;

(k) CHANGE IN GENERAL MINING LAW. In the event of the repeal
or substantial modification of the current General Mining Law of 1872 during
the term of the Loan Agreement and this Deed of Trust, such that the interest
of the Company in those lands which are material to the exploration,
development or operation of the Lands and the Project is modified or
transformed, the Company will use its best efforts to retain its interest in
those lands and will consult with the Lender to determine how best to
preserve the interest of the Company and the Lender's interest in the
affected Collateral, and the Company shall take no action, which in the
reasonable opinion of the Lender or its counsel could adversely affect or
impair the Lender's interest in the Collateral or under this Deed of Trust;

(l) INFORMATION. The Company shall promptly furnish to the
Lender such information concerning the Company, the Company's business
affairs and financial condition, the Collateral and the operations and
financial condition of the Company and the Project as the Lender may
reasonably request in accordance with the Loan Agreement; and

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<PAGE>

(m) ACCESS. The Company shall keep proper books, records and
accounts in which complete and correct entries shall be made of the Company's
transactions in accordance with Canadian generally accepted accounting
principles, and shall keep the records concerning the accounts and contract
rights included in the Collateral at the Company's place of business, and the
Lender shall have the right to inspect such records, and the Company shall
furnish copies upon reasonable request and upon reasonable notice in
accordance with the Loan Agreement.

3.3 NEGATIVE COVENANTS. The Company covenants and agrees with the
Lender that, so long as any of the Indebtedness secured hereby remains
unpaid, the Company shall not, either directly or indirectly, without the
prior written consent of the Lender;

(a) NO DISPOSITION OF ASSETS. Except as permitted under the
Loan Agreement, dispose of any fixed or capital assets of the Company other
than for ftill, fair and reasonable consideration or enter into any sale and
leaseback agreement covering any of its fixed or capital assets;

(b) NO DEBT. Except as permitted under the Loan Agreement,
incur, create, assume or permit any Debt to exist or incur, create or enter
into any guaranty of any obligation of any other person or entity;

(c) NO LIENS. Except as permitted under the Loan Agreement,
create, assume or suffer to exist any Lien on any of the Project property,
real or personal or mixed, whether now owned or hereinafter acquired, except
Permitted Liens;

(d) CHANGES IN BUSINESS. Liquidate or dissolve, or enter into
any consolidation, merger, or enter into any partnership, joint venture or
other combination where such combination involves a contribution by the
Company of all or a substantial portion of its assets, or sell, lease or
dispose of its business or assets of the Company; or

(e) CHANGES IN ACTIVITIES. Engage in any business activities
or operations substantially different from or unrelated to the gold
exploration, development, mining or production business.

3.4 PERFORMANCE BY THE LENDER. The Company covenants and agrees
with the Lender that if the Company fails to perform any act which it is
required to perform hereunder, or if the Company fails to pay any money which
it is required to pay hereunder, the Lender may, but shall not be obligated
to, perform or cause to be performed such act and may pay such money, and any
expenses so incurred by the Lender, and any money so paid by the Lender shall
be a demand obligation owing by the Company to the Lender, and shall bear
interest at the rate specified in the Loan Agreement from the date of making
such payment until paid and shall be a part of the Obligations hereby
secured. No such advancement or expenditure thereof shall relieve the Company
of any default under the terms of this Deed of Trust.

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<PAGE>
ARTICLE IV
COLLECTION OF PRODUCTION PROCEEDS

4.1 THE LENDER'S RECEIPT OF PRODUCTION PROCEEDS. Pursuant to the
assignment and security interest granted hereby, and except as provided in
the BUSA Agreement and Property Deed and the MMC Property Deed (and the
Royalties created thereunder) with respect to certain of the properties
described on SCHEDULE 1 attached hereto, the Company has transferred and
assigned to the Lender as collateral security all Minerals (and the Proceeds
therefrom) which are extracted from or attainable to the Lands beginning on
the date hereof. After an Event of Default, as defined in Article VI below,
shall have occurred and is continuing and upon notice from the Lender, all
parties producing, purchasing and receiving Minerals or the Proceeds
therefrom are authorized and directed to treat the Lender as the person
entitled in the Company's place and stead to receive the same, and the
Company hereby irrevocably appoints the Lender to serve as the Company's
attorney-in-fact while this instrument is in force and effect for such
purpose; and, further, those parties will be fully protected in so treating
the Lender and will be under no obligation to see to the application by the
Lender of any Proceeds received by it. In this connection, the Company agrees
to furnish to the Lender promptly the name and address of each new or
additional party who hereafter becomes a purchaser of such Minerals; and the
Company farther agrees that, if any Proceeds from such Minerals are hereafter
paid to the Company, they shall constitute trust funds in the hands of the
Company and after any Event of Default shall have occurred and be continuing
shall be forthwith paid over by the Company to the Lender. The Company shall,
if and when requested by the Lender, execute and file with any production
purchaser a payment instruction or other instrument declaring the Lender to
be entitled to the Proceeds and severed Minerals and instructing such
purchaser to pay such Proceeds to the Lender.

4.2 APPLICATION OF PROCEEDS. All payments of Proceeds received by
the Lender pursuant to SECTION 4.1 above shall be placed in the Project
Account established and maintained under the Loan Agreement and at least
monthly on the tenth day of each month applied as follows:

(a) first, to the payment of all accrued interest and fees
then due and owing to the Lender on the Notes or otherwise as of the date
such application is made;

(b) next, to the payment of all costs and expenses incurred
in connection with the collection and receipt of all such Proceeds and all
other unreimbursed expenses incurred pursuant to SECTION 6.4 below;

(c) next, to the outstanding principal amount then due and
owing to the Lender hereunder on the Loans as of the date that such
application is made;

(d) next, at the Lender's election, to the payment of any
other Indebtedness then due and owing; and

(e) next, the excess to the Company.

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<PAGE>

After any Event of Default shall have occurred and been continuing,
the Lender may at its option hold any surplus balances in the cash collateral
account for application to the indebtedness under the Notes as it becomes due
or on the next monthly application date, as the case maybe.

If such an Event of Default shall exist but the Lender shall not
have elected to hold surplus balances as provided in the preceding paragraph,
then any balance remaining in the cash collateral account after the monthly
or other application of funds by the Lender pursuant to the foregoing
provisions of this SECTION 4.2 shall be transferred to any deposit account of
the Company at any bank, as may be designated by the Company from time to
time by instructions to the Lender.

If any date of application specified above (herein called a
"REGULAR APPLICATION DATE") shall be on a Saturday, Sunday or legal banking
holiday under the laws of the jurisdiction in which such proceeds shall be
applied, the proceeds to be applied by the Lender pursuant to this SECTION
4.2 shall be applied on the last business day next preceding such regular
application date that is not a Saturday, Sunday or legal banking holiday, but
the amount to be applied pursuant to paragraph (a) of this SECTION 4.2 shall
nevertheless be the amount accrued up to, but not including, such regular
application date.

4.3 THE COMPANY'S PAYMENT DUTIES. Nothing contained herein will
limit the Company's duty to make payment on the Indebtedness when the
Proceeds received by the Lender pursuant to this ARTICLE IV are insufficient
to pay the costs, interest and principal thereof then owing, and the receipt
of Proceeds by the Lender will be in addition to all other security now or
hereafter existing to secure payment of the Indebtedness.

4.4 INCONSISTENCIES WITH RELATED DOCUMENTS. To the extent, if any,
the foregoing provisions of this Deed of Trust are inconsistent with the
provisions of the Loan Agreement or the Hedging Agreement, such
inconsistencies shall be resolved by giving controlling effect to the Loan
Agreement or the Hedging Agreement (as appropriate).

4.5 LIABILITY OF THE LENDER. The Lender has no obligation to
enforce collection of any Proceeds and is hereby released from all
responsibility in connection therewith except the responsibility to account
for Proceeds actually received.

4.6 INDEMNIFICATION. The Company agrees to indemnify the Lender
against all claims, actions, liabilities, losses, judgments, attorneys' and
consultants' fees, costs and expenses and other charges of any description
whatsoever (all of which are hereafter referred to in this SECTION 4.6 as
"CLAIMS") made against or sustained or incurred by the Lender as a
consequence of the assertion, either before or after the payment in full of
the Indebtedness, that the Lender received Minerals or Proceeds pursuant to
this instrument. The Lender will have the right to employ attorneys and to
defend against any Claims, and, unless furnished with satisfactory indemnity,
the Lender

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will have the right to pay or compromise and adjust all Claims in its sole
discretion, reasonably exercised. The Company shall indemnify and pay to the
Lender all amounts as may be paid by the Lender in compromise or adjustment
of any of the Claims or as may be adjusted against the Lender in respect of
any of the Claims. The liabilities of the Company as set forth in this
SECTION 4.6 will constitute Indebtedness and will survive the termination of
this Instrument.

ARTICLE V
TERMINATION

Upon the payment in full of the Indebtedness pursuant to the terms
and conditions of this Deed of Trust and the instruments evidencing the
Indebtedness, this Deed of Trust shall become null and void. In such event,
the within conveyance of the Collateral shall become of no further force and
effect, all of the Collateral shall revert to the Company, and the entire
right, title and interest of the Lender shall terminate. The Lender shall,
promptly after the request of the Company, and at the Company's cost and
expense, execute, acknowledge and deliver to the Company proper instruments
evidencing the termination of this Deed of Trust and any Uniform Commercial
Code financing statements filed in connection herewith, and the
relinquishment of any right, interest, claim or demand in or to all or any
portion of the Collateral. Otherwise, this Deed of Trust shall remain and
continue in full force and effect.

ARTICLE VI
DEFAULT

6.1 EVENTS OF DEFAULT. Any of the following events which shall
occur and be continuing shall be called an "EVENT OF DEFAULT:"

(a) Failure by the Company duly to observe or perform any
term, covenant, condition or agreement of this Deed of Trust which failure is
not remedied to the Lender's satisfaction within five (5) days after written
notice from the Lender to the Company; or

(b) The occurrence of an Event of Default under ARTICLE IX of
the Loan Agreement or an Event of Default or Termination Event under SECTION
5 of the Hedging Agreement.

6.2 ACCELERATION. (a) In the case of an Event of Default, other
than one referred to in SECTION 9.1(f) of the Loan Agreement, any obligation
on the part of the Lender to make or continue the Loans shall terminate and
the Lender may declare all sums of principal and interest outstanding on the
Loans, and all other sums outstanding under or in respect of the Loan
Agreement and this Deed of Trust, immediately due and payable, without notice
of default, presentment or demand for payment, protest or notice of
nonpayment or dishonor, or other notices or demands of any kind or character
(other than as stated in any of the foregoing sections of this Article VI),
all of which are hereby expressly waived by the Company; and (b) in the case
of an Event of Default referred to in SECTION 9.1(f) of the Loan Agreement,
the Lender's obligation to make or continue the

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Loans shall be cancelled and the full amount of all outstanding Obligations
and all other sums outstanding under or in respect of the Loan Agreement and
this Deed of Trust shall automatically become immediately due and payable
without notice of default, presentment or demand for payment, protest or
notice of nonpayment or dishonor, all of which are hereby expressly waived by
the Company.

6.3 REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of any
Event of Default, or at any time thereafter during which such Event of
Default is continuing, the Lender may elect to treat the Fixtures included in
the Collateral either as real property or as personal property, but not as
both, and proceed to exercise such rights as apply to the type of property
selected. The Lender may resort to any security given by this Deed of Trust,
or to any other security now existing or hereafter given to secure the
payment of any of the Indebtedness secured hereby, in whole or in part, and
in such portions and in such order as may seem best to the Lender, in its
sole discretion, and any such action shall not in any way be considered as a
waiver of any of the rights, benefits or liens created by this Deed of Trust
or granted by applicable law. In any foreclosure proceeding or private sale,
the Collateral may be sold in its entirety, and shall not be required
hereunder to be sold parcel by parcel.

6.4 REIMBURSEMENT OF EXPENSES. All reasonable costs, expenses and
reasonable attorneys' fees incurred by the Lender in protecting and enforcing
its rights hereunder shall constitute a demand obligation owing by the
Company to the Lender and shall draw interest at the rate specified in the
Loan Agreement from the date such expenses are incurred until paid, all of
which shall constitute a portion of the Indebtedness secured by this
instrument pursuant to ARTICLE II hereof.

6.5 RIGHTS UPON DEFAULT. Upon the occurrence of any Event of
Default, and at all times thereafter during which such Event of Default is
continuing, in addition to all other rights and remedies herein conferred,
the Lender shall have all of the rights and remedies of a beneficiary under a
deed of trust granted by applicable law, and the Lender shall have all the
rights and remedies of an assignee and secured party granted by applicable
law, including the Uniform Commercial Code, and shall, to the extent
permitted by applicable law, have the right and power, but not the
obligation, to enter upon and take immediate possession of the Collateral or
any part thereof, to exclude the Company therefrom, to the extent of the
Company's interest therein at such time to take possession of the mining and
milling operation thereon and the production from such operation, to remove
any personal property included in the Collateral, to hold, use, operate,
manage and control the Collateral, to make all such repairs, replacements,
alterations, additions and improvements to the same as it may deem proper, to
sell all of the severed and extracted Minerals included in the same, to
demand, collect and retain all earnings, proceeds and other sums due or to
become due with respect to the Obligations after charging against the
receipts therefrom all costs, expenses, charges, damages and losses incurred
by reason thereof plus interest thereon at the rate specified in the Loan
Agreement as fully and effectually as if the Lender was the absolute owner of
the Collateral and without any liability to the Company in connection
therewith.

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<PAGE>

6.6 FORECLOSURE OR SALE OF COLLATERAL. Upon the occurrence of any
Event of Default, or at any time thereafter during which such Event of
Default is continuing, the Lender, in lieu of or in addition to exercising
any other power hereby granted, may, without notice, demand, or declaration
of default, which are hereby waived by the Company except as expressly
provided herein, proceed by an action or actions in equity or at law for the
seizure and sale of the Collateral or any part thereof, for the specific
performance of any covenant or agreement herein contained or in aid of the
execution of any power herein granted, for the foreclosure or sale of the
Collateral or any part thereof under the judgment or decree of any court of
competent jurisdiction, for the appointment or decree of a receiver pending
any foreclosure hereunder or the sale of the Collateral or any part thereof,
or for the enforcement of any other appropriate equitable or legal remedy.

6.7 DISPOSAL OF COLLATERAL. Upon the occurrence of any Event of
Default, or at any time thereafter during which such Event of Default is
continuing, the Lender may require the Company to assemble the personal
property included in the Collateral and make it available to the Lender at a
place to be designated by the Lender which is reasonably convenient to all
parties. If notice is required by applicable law, thirty (30) days prior
written notice of the time and place of any public sale or of the time after
which any private sale or any other intended disposition thereof is to be
made shall be reasonable notice to the Company. No such notice is necessary
if such property is perishable, threatens to decline speedily in value or is
of a type customarily sold on a recognized market. If the Lender reasonably
believes that the Securities Act of 1933, or any other state or federal law,
prohibits or restricts the customary manner of sale or distribution of any of
such property, the Lender may sell such property privately, or in any other
manner reasonably deemed advisable by the Lender, at such price or prices as
the Lender determines in its reasonable discretion provided that such sale or
distribution of any such property is done in a commercially reasonable
manner. The Company recognizes that such prohibition or restriction may cause
such property to have less value than it otherwise would have and that,
consequently, such sale or disposition by the Lender may result in a lower
sales price than if the sale were otherwise held.

6.8 RIGHT OF SALE. Upon the occurrence of any Event of Default, or
at any time thereafter during which such Event of Default is continuing, the
Lender, with or without entry, by itself or by its agents or attorneys,
insofar as applicable, shall have the power and authority to invoke the power
of sale, which is hereby granted to the Trustee. The Lender shall give
written notice to the Trustee of its election to invoke the power of sale,
and the Trustee shall give to the Company such notice of the Company's rights
as is provided by law. The Trustee shall advertise the time and place of the
sale of the real property included in the Collateral in such manner as is
required by law and shall mail copies of such notice of sale to the Company
and other persons as prescribed by law. After the lapse of such time as may
be required by law, the Trustee, without demand on the Company, shall sell
the real property included in the Collateral at public auction to the highest
bidder for cash at the time and place and in one or more parcels as the
Trustee may think best and in such order as the Trustee may determine. The
Lender may become a purchaser at any such sale and shall have the right to
credit the amount of its bid to the

-17-

<PAGE>

amount due to it. It shall not be obligatory upon any purchaser at any such
sale to see to the proper application of the purchase money. The Lender shall
be entitled to a receiver for the real property included in the Collateral
upon or at any time after the election to invoke the power of sale, and shall
be entitled to such receiver without notice, without regard to the solvency
of the Company at the time of the application for the appointment of such
receiver, and without regard to the then value of the real property included
in the Collateral.

6.9 COMPANY'S OBLIGATIONS UPON SALE. Any sale of the Collateral,
or any part thereof, pursuant to the provisions of this ARTICLE VI will
operate to divest all right, title, interest, claim and demand of the Company
in and to the property sold and will be a perpetual bar against the Company.
Nevertheless, if requested by the Trustee or the Lender to do so, the Company
shall join in the execution, acknowledgement and delivery of all proper
conveyances, assignments and transfers of the property so sold. Any purchaser
at a foreclosure sale will receive immediate possession of the property
purchased, and the Company agrees that if the Company retains possession of
the property or any part thereof subsequent to such sale, the Company will be
considered a tenant at sufferance of the purchaser, and will, if the Company
remains in possession after demand to remove, be guilty of unlawful detainer
and will be subject to eviction and removal, forcible or otherwise, with or
without process of law, and all damages by reason thereof are hereby
expressly waived.

6.10 LIENS AND RIGHTS UNAFFECTED. The liens and rights created and
granted hereby shall not affect or be affected by any other security taken by
the Lender for the same debts or any part thereof. The Company shall have and
assert no rights, under any statute or rule of law pertaining to the
marshalling of assets, the exemption of homestead, the administration of
estates of decedents, or other matters whatever, to defeat, reduce or affect
the rights of the Lender under the terms of this Deed of Trust, to a sale of
the Collateral for the collection of the Obligations secured hereby or the
right of the Lender, under the terms of this Deed of Trust, to the payment of
the Obligations secured hereby out of the proceeds of the sale of the
Collateral in preference to every other person and claimant whatever.

6.11 APPLICATION OF PROCEEDS. The proceeds of any sale of the
Collateral or any part thereof made pursuant to this ARTICLE VI shall be
applied as follows:

(a) First, to the payment of all out-of-pocket costs and
expenses incident to the enforcement of this instrument, including, but not
limited to, a reasonable compensation to the attorneys for the Lender;

(b) Second, to the payment of the Indebtedness; and

6.12 POWER OF ATTORNEY. If an Event of Default shall occur
hereunder, the Company will, upon the request of the Lender, execute and
deliver to such person or

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<PAGE>

persons as may be designated by the Lender appropriate powers of attorney to
act for and on behalf of the Company in all transactions with any person
owning an interest in the Lands or the Project and any governmental agency or
entity having authority relating to any of the Collateral.

6.13 CONFLICT OF LAWS. Should a conflict arise between the
provisions of this Agreement and applicable state law, the law of the state
of Nevada shall prevail.

ARTICLE VII
MISCELLANEOUS PROVISIONS

7.1 NO WAIVER; CUMULATIVE REMEDIES. All options, powers, remedies
and rights herein granted to the Lender are continuing, cumulative and not
exclusive, and the failure to exercise any such option, power, remedy or
right upon a particular default or breach, or upon any subsequent default or
breach, shall not be construed as waiving the right to exercise such option,
power, remedy or right with respect to the Obligations secured hereby after
its due date. No exercise of the rights and powers herein granted, and no
delay or omission in the exercise of such rights and powers shall be held to
exhaust the same or be construed as a waiver thereof, and every such right
and power may be exercised at any time. Any and all covenants in this Deed of
Trust may, from time to time, by instrument in writing signed by the Lender,
be waived to such extent and in such manner as the Lender may desire, but no
such waiver shall ever affect or impair the Lender's rights hereunder, except
to the extent specifically stated in such written instrument. All changes to
and modifications of this Deed of Trust must be in writing and signed by the
Lender.

7.2 NO RELEASE. No release from the lien of this Deed of Trust on
any part of the Collateral shall in any way alter, vary or diminish the
force, effect or lien of this Deed of Trust on the balance of the Collateral.

7.3 SEVERABILITY; REFERENCES. If any provision hereof is invalid
or unenforceable in any jurisdiction, the other provisions hereof shall
remain in full force and effect in such jurisdiction, the remaining
provisions hereof shall be liberally construed in favor of the Lender in
order to effectuate the provisions hereof, and the invalidity or
unenforceability of any provisions hereof in any jurisdiction shall not
affect the validity or enforceability of any such provision in any other
jurisdiction. Any reference herein contained to the statutes or laws of a
state in which no part of the Collateral is situated shall be deemed to be
inapplicable to, and not used in, the interpretation hereof.

7.4 SUBROGATION. This Deed of Trust is made with full
substitution and subrogation of the Lender in and to all covenants and
warranties by others heretofore given or made in respect of the Collateral or
any part thereof.

7.5 NO DUTIES. No provision of this Deed of Trust shall be
construed to impose upon the Lender a duty to perform any of the covenants
and Obligations of the Company.

-19-

<PAGE>

7.6 ASSIGNMENT OF RIGHTS. This Deed of Trust will be deemed to be,
and may be enforced from time to time as, an assignment, chattel mortgage,
contract or security agreement, and from time to time as any one or more
thereof as is appropriate under applicable state law.

7.7 RECORDING REFERENCES. All recording references in Schedule I
are to the real property records of the county in which the Lands are located.

7.8 COUNTERPARTS. This Deed of Trust may be executed in several
original counterparts and each counterpart shall be deemed to be an original
for all purposes, and all counterparts shall together constitute but one and
the same instrument.

7.9 NOTICES. All deliveries hereunder shall be deemed to have been
duly made if actually delivered, of if mailed by registered or certified
mail, postage prepaid, to the addresses first set forth hereinabove. Each
party may, by written notice so delivered to the other, change the address to
which delivery shall thereafter be made.

7.10 SUCCESSOR TRUSTEE. The Lender may appoint a successor trustee
at any time to operate the trust created by this Deed of Trust by recording,
in the office of the Esmeralda County Clerk and Recorder, a substitution of
trustee in conformance with Nevada law. From the time the substitution is
recorded, the new trustee shall succeed to all the powers, duties, authority
and title of the Trustee named herein or of any successor trustee. Each such
substitution shall be executed and acknowledged, and notice thereof shall be
given and proof thereof made, in the manner provided by law.

7.11 BINDING EFFECT. The terms, provisions, covenants and
conditions hereof shall bind and inure to the benefit of the respective
successors and assigns of the Company and of the Lender.

IN WITNESS WHEREOF, the Company and the Lender have caused this Deed of Trust
to be duly executed by their duly authorized officers, all as of the day and
year first above written.

MINERAL RIDGE RESOURCES INC., a Nevada corporation

By:
---------------------------------------------
James M. Carter
Vice President - Finance

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES

By:
---------------------------------------------
P. Douglas Sherrod
Vice President

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<PAGE>
By:
---------------------------------------------
Wayde I. Colquhoun
Vice President

-21-

<PAGE>

ACKNOWLEDGMENTS

STATE OF ______________ )
) ss.
COUNTY OF ___________ )

The foregoing instrument was acknowledged before me on January _,
1997, by James M. Carter, as Vice President - Finance of MINERAL RIDGE
RESOURCES, INC., a Nevada corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this Deed of Trust first above written.

------------------------------
Notary Public

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<PAGE>

ACKNOWLEDGMENTS

STATE OF ______________ )
) ss.
COUNTY OF ___________ )

The foregoing instrument was acknowledged before me on January __,
1997, by P. Douglas Sherrod and Wayde 1. Colquhoun, each as Vice President of
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this Deed of Trust first above written.

------------------------------------
Notary Public

-23-

<PAGE>

SCHEDULE I TO DEED OF TRUST

(LANDS)

-24-

<PAGE>

SCHEDULE 2 TO DEED OF TRUST

(OPERATING EQUIPMENT)

-25-

<PAGE>

EXHIBIT H-2

FORM OF MODIFICATION OF DEED OF TRUST

[See Item No. 5.4]

-1-

<PAGE>

EXHIBIT I

FORM OF SUPPLEMENTAL DEED OF TRUST:

[See Attached]

-1-

<PAGE>

SUPPLEMENTAL DEED OF TRUST, SECURITY
AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND
ASSIGNMENT OF PROCEEDS

THIS __________ SUPPLEMENTAL DEED OF TRUST, SECURITY AGREEMENT, FINANCING
STATEMENT, FIXTURE FILING AND ASSIGNMENT OF PROCEEDS (the "_______
SUPPLEMENTAL DEED OF TRUST"), dated as of _________, 199_, is made by and
among MINERAL RIDGE RESOURCES, INC., a Nevada corporation (the "COMPANY"),
whose address is 200 Mica Way, Silver Peak, Nevada 89047, and
__________________________ TITLE CO., a Nevada corporation (the "TRUSTEE")
whose address is _____________________________, for the benefit of DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES ("DRESDNER") whose address for
the purposes hereof is 75 Wall Street, New York, New York 10005-2889, Attn:
Metals Group.

WITNESSETH:

RECITALS

WHEREAS, the Company, other affiliated borrowers and Dresdner
entered into a Loan Agreement and related Collateral Agreements dated as of
January 17, 1997, whereunder Dresdner committed to extend credit and make
loans to the Company;

WHEREAS, pursuant to the terms of the Loan Agreement, the Company
has executed Notes which are still unpaid, for which the aggregate principal
amount and the interest thereon are due and payable pursuant to the terms of
the Loan Agreement;

WHEREAS, as a condition precedent to the making of loans to the
Company under the Loan Agreement, the Company granted certain liens and
security interests to the Trustee for the benefit of Dresdner pursuant to the
Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and
Assignment of Production and Proceeds dated as of January __, 1997 (the "DEED
OF TRUST"). The Deed of Trust was recorded in the real property records of
Esmeralda County, Nevada, on January __, 1997, reception number ________,
Book ____, Page ___.

WHEREAS, by this _________ Supplemental Deed of Trust, the Company
and Dresdner desire to add certain additional items of property, both real
and personal, to the Collateral described in and covered by the Deed of Trust;

WHEREAS, the indebtedness and obligations (defined as "Obligations"
in the Deed of Trust) of the Company to Dresdner are secured and are to be
secured by the Deed of Trust and by this ______________ Supplemental Deed of
Trust; and

[PAGE MISSING]

(h) PROCEEDS. All of the cash and non-cash proceeds and
products of the property described in paragraphs (a) through (g) above, now
existing or

-2-

<PAGE>

hereafter arising, including, without limitation, whatever is received upon
the sale, exchange, collection or disposition of said property and the
insurance payable by reason of loss or damage to said property (the
"Proceeds"), and all additions thereto, substitutions and replacements
thereof or accessions thereto.

TO HAVE AND TO HOLD all of the Collateral, together with all of the
rights, privileges, benefits, hereditaments and appurtenances related or
anywise belonging, incidental or appertaining thereto, to the Trustee IN
TRUST, NEVERTHELESS, for the security and benefit of Dresdner and its
successors and assigns, subject to all of the terms, conditions, covenants,
agreements and trusts set forth herein, in the Loan Agreement, the Collateral
Agreements and in the Deed of Trust.

2. RECITALS. The parties agree to each and every recital set
forth above.

3. INCORPORATION BY REFERENCE. This ____________ Supplemental
Deed of Trust is hereby incorporated into and made part of the Deed of Trust,
and the modifications and additions set forth herein shall be effective,
applicable and operative in all respects with regard to the Deed of Trust,
and unless the context indicates a contrary intent, the terms "Deed of
Trust," "Lands," "herein," "hereinafter," "hereof," "hereunder" and similar
terms, as used throughout the Deed of Trust, shall mean and include the Deed
of Trust as modified by this ____________ Supplemental Deed of Trust.

4. INCORPORATION OF SCHEDULES; AMENDMENT OF DEED OF TRUST.
SCHEDULES A and B to the Deed of Trust are hereby amended by supplementing
them to include all and every item of real and personal property included and
described in SCHEDULE A (Additional Lands) and SCHEDULE B (Additional
Operating Equipment) attached hereto. In addition, the term "COLLATERAL" in
the Deed of Trust is hereby amended and supplemented to include all and every
item of Collateral described herein.

5. OTHER TERMS NOT AFFECTED. Except to the extent modified
hereby, all of the terms and conditions of the Deed of Trust and the Loan
Agreement shall remain in full force and effect.

6. EFFECT OF RELEASE. A release of the Deed of Trust shall also
release this _ Supplemental Deed of Trust.

-3-

<PAGE>

IN WITNESS WHEREOF, the Company and Dresdner have caused this
____________________ Supplemental Deed of Trust to be duly executed by their
duly authorized officers, all as of the day and year first above-written.

THE COMPANY:

MINERAL RIDGE RESOURCES, INC.

By:
--------------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------

DRESDNER:

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES

By:
--------------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------

-4-

<PAGE>

STATE OF ______________ )
) ss.
COUNTY OF ___________ )

On this ____ day of _________________, 199__, ___________________
personally appeared before me, a notary public, who acknowledged that he/she
executed the above instrument as ______________________ for Mineral Ridge
Resources, Inc., a Nevada corporation.

Witness my hand and official seal.

-----------------------------------------------
Notary Public

My commission expires:
-------------------------------------

STATE OF ______________ )
) ss.
COUNTY OF ___________ )

On this ____ day of __________, 199__, _________________________,
personally appeared before me, a notary public, who acknowledged that he/she
executed the above instrument as _______________________________________ for
Dresdner Bank AG, New York and Grand Cayman Branches.

Witness my hand and official seal.

------------------------------------------------
Notary Public
My commission expires:
-------------------------------

-5-

<PAGE>

SCHEDULE A TO SUPPLEMENTAL DEED OF TRUST

ADDITIONAL LANDS

-6-

<PAGE>

SCHEDULE B TO SUPPLEMENTAL DEED OF TRUST

ADDITIONAL OPERATING AGREEMENT

-7-

<PAGE>

EXHIBIT J

FORM OF OPINION OF COUNSEL TO THE BORROWER AND VGH

[SEE ITEM NO. 4.14]

-1-

<PAGE>

EXHIBIT K

FORM OF
COLLATERAL ASSIGNMENT OF MATERIAL
PROJECT AGREEMENTS

This COLLATERAL ASSIGNMENT OF MATERIAL PROJECT AGREEMENTS (this
"Assignment") dated as of January 17, 1997 is made by MINERAL RIDGE RESOURCES,
INC. a Nevada corporation ("Assignor"), and DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES ("LENDER").

RECITALS

A. Assignor and the Lender have entered into (i) a Loan Agreement
(the "LOAN AGREEMENT") dated as of January 17, 1997, pursuant to which the
Lender is providing gold and dollar financing (in principal amount up to
$15,000,000 or the equivalent amount in Gold) for the development of Assignor's
Mineral Ridge gold mine project in Esmeralda County, Nevada (the "PROJECT"), and
(ii) a Hedging Agreement dated that same date (the "HEDGING AGREEMENT"),
pursuant to which the Lender is providing a gold hedging facility to the
Borrower in support of the Project and the financing provided under the Loan
Agreement. The Loan Agreement and all other documents executed or delivered in
connection therewith, as any or all such documents may be amended, substituted
for, or replaced from time to time, are referred to collectively as the "LOAN
DOCUMENTS." Capitalized terms used in this Assignment that are not otherwise
defined herein shall have the same meaning given them in the Loan Agreement.

B. Assignor is a wholly owned subsidiary of Cornucopia Resources Inc., a
corporation organized under the laws of Nevada ("CRI"); in turn, CRI is the
wholly owned subsidiary of Cornucopia Resources Ltd., a company organized by way
of amalgamation under the Company Act of British Columbia ("CRL").

C. Assignor is a party to certain Material Project Agreements described
on SCHEDULE I attached hereto, which contracts are material to the development
and operation of the Project (such agreements, as they may be amended, modified
and supplemented to time to time, are referred to herein collectively as the
"ASSIGNED AGREEMENTS").

D. It is a condition precedent to the Lender's providing the financing
for the Project under the Loan Agreement and the hedging facility under the
Hedging Agreement that Assignor shall have collaterally assigned to Lender all
of Assignor's right, title and interest in and to the Assigned Agreements.

NOW, THEREFORE, to induce Lender to make the Loans and to enter into
and perform under the Hedging Agreement and as additional security for the
payment and performance of all obligations of Assignor to Lender evidenced by or
referred to in the Loan Documents and the Hedging Agreement, whether now
existing or subsequently incurred, Assignor hereby undertakes and agrees as
follows:

-2-

<PAGE>

1. ASSIGNMENT. Assignor hereby pledges, assigns and transfers to
Lender, and grants Lender a security interest in, all of Assignor's right, title
and interest in and to the Assigned Agreements.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Assignor represents,
warrants and covenants that:

(a) Each Assigned Agreement, as of the date hereof, is valid and in
good and current standing, not having been altered, amended,
changed, terminated or cancelled in any way, and no breach or
default exists therein or thereunder.

(b) Assignor had or will have full power, right and authority to
execute and deliver the Assigned Agreements and has full power,
right and authority to execute and deliver this Assignment.

(c) Assignor has not conveyed, transferred, or assigned any of the
Assigned Agreements or any right or interest therein and has not
executed any other document or instrument that might prevent or
limit Lender from operating under the terms and provisions of
this Assignment.

(d) Assignor shall make no other assignment of the Assigned
Agreements or of any right or interest therein.

(e) Assignor shall perform and observe, in timely fashion, each and
all of the covenants, conditions, obligations and agreements of
Assignor under the Assigned Agreements in strict accordance with
the terms and conditions thereof.

(f) Assignor shall not waive, execute any agreement that could be
interpreted as waiving, or in any manner release or discharge any
of the parties to the Assigned Agreements from, any covenants,
conditions, obligations or agreements under or related to the
Assigned Agreements to be performed or observed by any of the
parties to the Assigned Agreements, or condone any nonperformance
thereof, but shall, at its sole cost and expense, enforce and
secure the performance of all such covenants, conditions,
obligations and agreements under or related to the Assigned
Agreements to be performed or observed by any of the parties to
the Assigned Agreements.

3. AUTHORIZATIONS. Assignor hereby authorizes Lender, upon default
by Assignor hereunder or under any of the Assigned Agreements, or upon default
by Assignor under the Loan Agreement or the Hedging Agreement or by any of
Assignor, CRI or CRL under any other Loan Document, that remains uncured after
the expiration of any grace period provided therein, and upon the election by
Lender to exercise its rights

-3-

<PAGE>

under this Assignment, to enforce Assignor's rights under the Assigned
Agreements and to receive any performance of the other parties thereunder.

4. POWER OF ATTORNEY. Assignor irrevocably appoints Lender, its
successors and assigns, acting through any officer of Lender or of such
successor or assign, Assignor's true and lawful attorney in fact, in Assignor's
name, place and stead, or otherwise, upon default as described above:

(a) To do all acts and to execute, acknowledge, obtain and deliver
any and all instruments, documents, items or things necessary,
proper or required as a term, condition or provision of the
Assigned Agreements or in order to exercise any rights of
Assignor under the Assigned Agreements or to receive and enforce
any performance due Assignor under the Assigned Agreements;

(b) To give any notices, instructions, or other communications to any
party to the Assigned Agreements or to any other person or entity
in connection with the Assigned Agreements;

(c) To demand and receive all performances due under or with respect
to the Assigned Agreements and to take all lawful ways and means
for the enforcement thereof and to compromise and settle any
claim or cause of action in Assignor arising from or related to
the Assigned Agreements and give acquittances and other
sufficient discharges relating thereto; and

(d) To file any claim or proceeding or to take any other action,
either in its own name, in that of its nominee, in the name of
Assignor, or otherwise, to enforce performance due under or
related to the Assigned Agreements or protect and preserve the
right, title and interest of Lender hereunder.

The power of attorney given herein is a power coupled with an interest and shall
be irrevocable so long as any obligation referred to in the Loan Documents
remain unpaid or unperformed. Lender shall have no obligation to exercise any of
the foregoing rights and powers in any event.

5. AMENDMENTS TO ASSIGNED AGREEMENTS. No material change, amendment
or modification shall be made to any of the Assigned Agreements without the
prior written approval of Lender.

6. DEFAULTS UNDER ASSIGNED AGREEMENTS. Assignor shall promptly
notify Lender of any default or breach of or under any of the Assigned
Agreements or of any failure of performance or other condition that, with the
giving of notice or the passage of time, or both, could become a default or
breach by any party to or under any of the Assigned Agreements. Assignor shall
immediately upon receipt deliver directly to Lender in accordance with and at
the address set forth in SECTION 19, a true, exact and full copy of any and all
notices of default or breach and any and all other communications

-4-

<PAGE>

respecting a default or breach, alleged default or breach, failure of
performance or other condition that with the passage of time or the giving of
additional notice, or both, could become a default or breach by Assignor of
or under the Assigned Agreements, or otherwise relating to Assignor's good
standing with respect to the Assigned Agreements.

7. LENDER'S OBLIGATIONS UNDER ASSIGNED AGREEMENTS. This Assignment
is made as a collateral assignment and as security for Assignor's obligations as
Borrower under the Loan Agreement, and it is not intended to create any third
party beneficiary rights insofar as any other parties to the Assigned Agreements
are concerned. Lender, by accepting this Assignment, shall not be subject to any
obligation or liability under the Assigned Agreements, including, without
limitation, any duty to perform any of the terms, conditions, provisions or
agreements made by Assignor, but any and all such obligations and liabilities
shall continue to rest upon Assignor as though this Assignment had not been
made.

8. DEFENSE OF ACTIONS. Lender shall have the right at any time to
appear in and defend and be represented by counsel of its own choice in any
action or proceeding purporting to affect Assignor's rights under the Assigned
Agreements. Any sum advanced or paid by Lender for any such purpose shall be
immediately due and payable to lender by Assignor.

9. INDEMNIFICATION. Assignor shall indemnify and hold Lender
harmless from any and all damages and losses arising as a result of or related
to the Assigned Agreements, this Assignment or the exercise by Lender of any of
its rights under this Assignment, including, without limitation, any judgment,
amounts paid in settlement, and all costs and expenses, including reasonable
attorney fees, incurred in defending or settling any action, suit or proceeding
in connection with the foregoing.

10. MONIES ADVANCED. All sums advanced or paid by Lender under the
terms hereof, all amounts paid, suffered or incurred by Lender in exercising any
authority granted herein, including reasonable attorney fees, and all other
amounts due Lender from Assignor in connection with this Assignment shall be due
and payable by Assignor to Lender immediately upon demand.

11. LIABILITY OBLIGATIONS. Neither the execution and delivery of
this Assignment nor any failure on the part of any party to the Assigned
Agreements to comply with, honor and perform in accordance with any Assigned
Agreements shall affect the liability of any party to pay and perform the
obligations referred to in the Loan Documents.

12. NO RELEASE. The taking of this Assignment by Lender shall not
effect the release of any other collateral now or hereafter held by Lender as
security for the Loans, nor shall the taking of additional security for the
Loans hereafter effect a release or termination of this Assignment or any terms
or provisions hereof.

13. ADDITIONAL ACTS. Assignor, upon request of Lender, shall execute
and deliver such further documents, including but not limited to financing
statements, and do such further acts as may be reasonably necessary to carry out
the intent of this

-5-

<PAGE>

Assignment and to perfect and preserve the rights and interests of Lender
hereunder and the priority thereof.

14. BINDING EFFECT. Time is of the essence hereof. This Assignment
shall be binding upon Assignor and its successors and assigns and shall inure to
the benefit of Lender and its successors and assigns; this Assignment, however,
is not intended to confer any right or remedies upon any person other than the
parties hereto and their successors and assigns.

15. EXPENSES. Assignor shall pay all costs and expenses, including
without limitation costs of Uniform Commercial Code searches, court costs and
reasonable attorney fees, incurred by Lender in exercising the rights and
remedies of Lender hereunder. All such costs and expenses shall be secured by
this Assignment.

16. NO WAIVERS. No failure or delay on the part of Lender in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The rights, powers and remedies hereunder are
cumulative and may be exercised by Lender either independently of or
concurrently with any right, power or remedy contained herein or in any other
Loan Document.

17. FINANCING STATEMENTS; GOVERNING LAW. A photographic or other
reproduced copy of this Assignment and/or any financing statement relating
hereto shall be sufficient for filing and/or recording as a financing statement.
This Assignment shall be governed by and construed according to the laws of the
State of New York.

18. REASSIGNMENT BY LENDER. Lender may assign all of Assignor's
right, title and interest in and to the Assigned Agreements (to the extent of
the interests therein conferred upon Lender by the terms hereof) to any assignee
of the Lender pursuant to any transfer made in accordance with SECTION 3.4 of
the Loan Agreement.

19. ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be in writing and shall be delivered by hand or
sent by registered or certified mail or by facsimile (such facsimile followed by
a registered or certified letter). If to Assignor, such notices shall be
addressed to it at 355 Burrard Street, Suite 540, Vancouver British Columbia V6C
2GB, Attention: James M. Carter, Executive Vice President. If to Lender, such
notices shall be addressed to it at the address of Lender specified in SECTION
9.1 of the Loan Agreement. Each party may direct that notices shall be delivered
to it as such other address as shall be designated by such party in a written
notice to the other party. A notice delivered by hand shall be deemed received
when delivered. A notice sent by mail shall be deemed received on the fifth
Business Day after mailing. A notice sent by facsimile shall be deemed received
upon receipt by the relevant confirmation or answerback. Notices received after
4:00 p.m. local time shall be deemed received on the following Business Day.

-6-

<PAGE>

20. COUNTERPARTS; FACSIMILE TRANSMISSION. This instrument may be executed
by the parties hereto in several counterparts, each of which shall constitute an
original, and all of which together shall constitute one and the same document.
Signatures sent to the other party by facsimile transmission shall be binding as
evidence of acceptance of the terms hereof by such signatory party.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment as of the date first above written.

THE ASSIGNOR:

MINERAL RIDGE RESOURCES, INC.

By:
-------------------------------------------
James M. Carter
Vice President - Finance

THE LENDER;

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES

By:
-------------------------------------------
P. Douglas Sherrod
Vice President

By:
-------------------------------------------
Wayde I. Colquhoun
Vice President

-7-

<PAGE>

STATE OF
----------------------- )
COUNTY OF )ss
---------------------- )

THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME THIS _ DAY OF
JANUARY OF 1997 BY JAMES M. CARTER, AS VICE PRESIDENT - FINANCE OF MINERAL RIDGE
RESOURCES, INC., A NEVADA CORPORATION.

WITNESS MY HAND AND OFFICIAL SEAL.

MY COMMISSION EXPIRES:
---------------------------------------------
NOTARY PUBLIC

STATE OF
----------------------------- )
COUNTY OF )ss
----------------------------- )

THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME THIS __ DAY OF
JANUARY, OF 1997 BY P. DOUGLAS SHERROD, AS VICE PRESIDENT OF DRESDNER BANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES.

WITNESS MY HAND AND OFFICIAL SEAL.

MY COMMISSION EXPIRES:
---------------------------------------------
NOTARY PUBLIC

STATE OF
----------------------------- )
COUNTY OF )ss
----------------------------- )

THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME THIS __ DAY OF
JANUARY, OF 1997 BY WAYDE 1. COLQUHOUN, AS VICE PRESIDENT OF DRESDNER BANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES.

WITNESS MY HAND AND OFFICIAL SEAL.

MY COMMISSION EXPIRES:
---------------------------------------------
NOTARY PUBLIC

-8-

<PAGE>

SCHEDULE I

LIST OF MATERIAL PROJECT AGREEMENTS

1. Engineering, Purchasing and Construction Management Contract dated
August 20, 1996 between Mineral Ridge Resources Inc. and Robertson &
Schaefer Company.

2. Mining Lease and Option to Purchase dated July 21, 1993 between Mineral
Ridge Resources, Inc. and Mary Mining Company, Inc.

3. Mining Contract effective October 1, 1996 between Mineral Ridge Resources,
Inc. and D.H. Blattner & Sons, Inc.

4. Option to Purchase Agreement, as amended, originally dated August 31, 1995,
between Cornucopia Resources, Ltd. (and assigned to Mineral Ridge
Resources, Inc.) and Benguetcop USA, Inc.,

-9-

<PAGE>

EXHIBIT L

FORM OF
COLLATERAL ASSIGNMENT OF ACCOUNTS

THIS COLLATERAL ASSIGNMENT OF ACCOUNTS (this "ASSIGNMENT") is dated
January 17, 1997 by and among MINERAL RIDGE RESOURCES, INC., a Nevada
corporation (the "BORROWER") and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES (the "Lender").

RECITALS

A. The Borrower and the Lender entered into a Loan Agreement dated
as of January 17, 1997, (the "LOAN AGREEMENT") whereunder Lender committed to
extend credit and make gold and dollar loans to the Borrower.

B. Pursuant to the terms of the Loan Agreement, Borrower has
executed one or more Notes which are still, unpaid, for which the aggregate
principal amount and the interest thereon are due and payable pursuant to the
terms of the Loan Agreement.

C. The Borrower and the Lender are also parties to a Hedging
Agreement dated as of January 17, 1997 (the "HEDGING AGREEMENT"), whereby the
Borrower has agreed to a hedging program in respect of its gold production.

D. As a condition precedent to the making of loans to the Borrower
under the Loan Agreement, and to the Lender's performance under the Hedging
Agreement, the Borrower agreed in SECTIONS 3.5 and 6.17 of the Loan Agreement
to: (i) establish and maintain a project account for the receipt of the proceeds
of all payments for the Products, any insurance proceeds, proceeds from the sale
of any Project asset or payments to the Borrower and otherwise related to the
Project (as described in more detail on SCHEDULE 1 attached hereto, the "PROJECT
ACCOUNT"); (ii) abide by certain covenants set forth in the Loan Agreement
regarding the use and maintenance of the Project Account (including without
limitation, the covenants contained in SECTION 6.17 of the Loan Agreement; and
(iii) collaterally assign its interest in the Project Account and certain other
accounts described on SCHEDULE 1 attached hereto (as so described, the "OTHER
ACCOUNTS") in favor of the Lender upon the Lender's request.

E. By this Assignment, the Borrower desires to collaterally assign
its interest in the Project Account and the Other Accounts to the Lender as
security for its obligations under the Loan Agreement and the Hedging Agreement.

-1-
<PAGE>

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. PLEDGE AND ASSIGNMENT. The Borrower hereby pledges, assigns,
transfers and grants to the Lender, a first priority lien on, and security
interest in, all of the Borrower's right, title and interest in and to the
Borrower's Project Account and the Other Accounts, as the details of such
Project Account and the Other Accounts are set forth on SCHEDULE 1 hereto,
together with all checks, drafts and other orders of payments, all shares,
participations, interests, obligations or other securities, whether certificated
or uncertificated, all other investments, deposited or maintained in such
accounts, all funds on deposit or maintained in such accounts from time to time
and all proceeds of any thereof, all payments for the Products, any insurance
proceeds, proceeds from the sale of any Project asset or payments to the
Borrower and otherwise related to the Project (collectively, the "DEPOSITS").
Such security interest is given by the Borrower as collateral security for the
prompt and complete payment when due whether upon demand, at the stated
maturity, by acceleration or otherwise of the Borrower's obligations under the
Loan Agreement and the Hedging Agreement (the "OBLIGATIONS").

The Lender agrees that upon the Obligations being indefeasibly paid in
full, and upon the written request of the Borrower, it will deliver thereto a
statement in writing that the Obligations have been satisfied and that this
Assignment is terminated.

2. REPRESENTATIONS AND COVENANTS. The Borrower hereby represents to
the Lender that:

(a) The Project Account and the Other Accounts have not
heretofore been, and will not be, pledged, assigned, transferred, encumbered or
otherwise disposed of by Borrower, except in favor of the Lender.

(b) In respect of any of the Other Accounts established or
maintained with any bank or financial institution (a "FINANCIAL INSTITUTION")
other than the Lender, the Borrower shall immediately upon execution of this
Assignment on even date herewith execute and deliver to the Lender the
appropriate Financial Institution account agreement and immediately upon the
Lender's request, execute and deliver such further instruments and documents,
and take all such actions, as the Lender deems necessary to further evidence and
perform the pledge and assignment evidenced hereby.

(c) All withdrawals and distributions from the Project Account
and/or the Other Accounts shall be made only for Project-related costs in
accordance with the Construction Budget or the most recent Operating Budget;
PROVIDED, HOWEVER, that withdrawals and disbursements from any account with the
Lender may be made under the conditions set forth in Sections 7.17 and 7.18 of
the Loan Agreement.

3. SET-OFF. In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, upon and
after the occurrence of any Event of Default and during the continuance thereof,
the Lender is

-2-
<PAGE>

hereby authorized by the Borrower at any time or from time to time, without
notice to the Borrower or to any other Person, any such notice being hereby
expressly waived, to set off and to appropriate and to apply any and all
Deposits in the Project Account and the Other Accounts against and on account
of the Obligations irrespective of whether or not (a) the Lender shall have
made any demand under this Assignment or any of the other documents executed
in connection with the Loan Agreement or the Hedging Agreement, or (b) the
Lender shall have declared any or all of the Obligations to be due and
payable and although such Obligations shall be contingent or unmatured.

4. SEVERABILITY. Any provision of this Assignment that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

5. NO WAIVER, CUMULATIVE REMEDIES. The Lender shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Lender, and then only to the extent therein set forth. A waiver by the
Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that the Lender would otherwise have
on any future occasion. No failure to exercise nor any delay in exercising, on
the part of the Lender, any right, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any rights or remedies provided by law.

6. WAIVER, AMENDMENTS. None of the terms or provisions of this
Assignment may be waived, altered, modified or amended except by an instrument
in writing, duly executed by the Lender. This Assignment and all obligations of
the Borrower hereunder shall be binding upon the successors and assigns of the
Borrower and inure to the benefit of the Lender and its successors and assigns.

7. WAIVERS BY THE BORROWER. The Borrower hereby waives all
requirements as to diligence, protest, presentment, demand and notice (except as
set forth in the Loan Agreement) with respect to this Assignment. The rights
granted to the Lender hereunder are in addition to all rights of set-off, at law
or pursuant to the Loan Agreement.

8. GOVERNING LAW. THIS AGREEMENT, AND ANY INSTRUMENT OR AGREEMENT
REQUIRED HEREUNDER, UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES
THEREOF.

-3-
<PAGE>

9. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE LENDER AND THE BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO
A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THIS ASSIGNMENT, ANY RIGHTS OR OBLIGATIONS
HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

10. DEFINITIONS; PRIORITY OF AGREEMENTS. Capitalized terms used and
not defined herein shall have the meanings given thereto in the Loan Agreement
and, in the event of any inconsistency between the terms hereof and the
provisions of the Loan Agreement, the provisions of the Loan Agreement shall
control.

11. COUNTERPARTS; FACSIMILE TRANSMISSION. This instrument may be
executed by the parties hereto in several counterparts, each of which shall
constitute an original, and all of which together shall constitute one and the
same document. Signatures sent to the other party by facsimile transmission
shall be binding as evidence of acceptance of the terms hereof by such signatory
party.

IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Assignment to be duly executed and delivered by their duly authorized officers
as of the date first written above.

THE BORROWER:

MINERAL RIDGE RESOURCES, INC.
a Nevada corporation

By:
-------------------------------
James M. Carter
Vice President - Finance

THE LENDER:

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES

By:
--------------------------------
P. Douglas Sherrod
Vice President

By:
--------------------------------
Wayde I. Colquhoun
Vice President

-4-

<PAGE>

SCHEDULE I

TO
COLLATERAL ASSIGNMENT OF ACCOUNTS

<TABLE>
<CAPTION>
ACCOUNT INFORMATION Financial Institution
- ------------------- ---------------------
<S> <C>
Project Account Dresdner Bank AG
No. 116708 01 New York Branch
(ABA# 026 008 303)

Debt Service Reserve Account Dresdner Bank AG
No. 116708 02 New York Branch

Collateralization of Letter of Dresdner Bank AG
Credit Account New York Branch
No. 116708 03

Bank of America Project Account Name: Bank of America
Mineral Ridge Resources Inc.
No.: 220200463
Routing No.: 122400724
</TABLE>

-5-

<PAGE>

EXHIBIT M

FORM OF HEDGING AGREEMENT

[SEE ATTACHED]

-1-

<PAGE>

(Multicurrency - Cross Border)

ISDA-Registered Trademark-

International Swap Dealer Association, Inc.

MASTER AGREEMENT

dated as of October 4, 1996

DRESDNER BANK AG
NEW YORK BRANCH MINERAL RIDGE RESOURCES INC.
- ---------------------------- and --------------------------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other
confirming evidence (each a "Confirmation") exchanged between the parties
confirming those Transactions.

Accordingly, the parties agree as follows:-

1. Interpretation

(a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the
Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2. Obligations

(a) GENERAL CONDITIONS.

(i) Each party will make each payment or delivery specified in each
Confirmation to be made by it, subject to the other provisions of this
Agreement.

(ii) Payments under this Agreement will be made on the due date for value
on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds and in the manner customary for payments in the required
currency. Where settlement is by delivery (that is, other than by
payment), such delivery will be made for receipt on the due date in the
manner customary for the relevant obligation unless otherwise specified in
the relevant Confirmation or elsewhere in this Agreement.

-2-

<PAGE>

(iii) Each obligation of each party under Section 2(a)(i) is subject to
(1) the condition precedent that no Event of Default or Potential Event of
Default with respect to the other party has occurred and is continuing, (2)
the condition precedent that no Early Termination Date in respect of the
relevant Transaction has occurred or been effectively designated and (3)
each other applicable condition precedent specified in this Agreement.

(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and
discharged and, if the aggregate amount that would otherwise have been
payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party by
whom the larger aggregate amount would have been payable to pay to the other
party the excess of the larger aggregate amount over the smaller aggregate
amount.

The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same date
in the same currency in respect of such Transactions, regardless of whether
such amounts are payable in respect of the same Transaction. The election may
be made in the Schedule or a Confirmation by specifying that subparagraph
(ii) above will not apply to the Transactions identified as being subject to
the election, together with the starting date (in which case subparagraph
(ii) above will not, or will cease to, apply to such Transactions from
such date). This election may be made separately for different groups of
Transactions and will apply separately to each pairing of Offices through
which the parties make and receive payments or deliveries.

(d) DEDUCTION OR WITHHOLDING FOR TAX.

(i) GROSS-UP. All payments under this Agreement will be made without any
deduction or withholding for or on account of any Tax unless such deduction
or withholding is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, then in effect.
If a party is so required to deduct or withhold, then that party ("X")
will:-

(1) promptly notify the other party ("Y") of such requirement;

(2) pay to the relevant authorities the full amount required to be
deducted or withheld (including the full amount required to be
deducted or withheld from any additional amount paid by X to Y under
this Section 2(d)) promptly upon the earlier of determining that such
deduction or withholding is required or receiving notice that such
amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certificate
copy), or other documentation reasonably acceptable to Y, evidencing
such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
the payment to which Y is otherwise entitled under this Agreement,
such additional amount as is necessary to ensure that the net amount
actually received by Y free and clear of Indemnifiable Taxes, whether
assessed against X or Y) will equal the full amount Y would have
received had no such deduction or withholding been required. However,
X will not be required to pay any additional amount to Y to the
extent that it would not be required to be paid but for:-

(A) the failure by Y to comply with or perform any agreement
contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

-3-

<PAGE>

(B) the failure of a representation made by Y pursuant to
Section 3(f) to be accurate and true unless such failure
would not have occurred but for (1) any action taken by a
taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is
entered into (regardless of whether such action is taken or
brought with respect to a party to this Agreement) or (II) a
Change in Tax Law.

(ii) LIABILITY. If:-

(1) X is required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, to make any
deduction or withholding in respect of which X would not be required
to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly
against X,

then, except to the extent Y has satisfied or then satisfies the liability
resulting from such Tax, Y will promptly pay to X the amount of such
liability (including any related liability for interest, but including any
related liability for penalties only if Y has failed to comply with or
perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest b(before as well as after judgment) on the
overdue amount to the other party on demand in the same currency as such
overdue amount, for the period from (and including) the original due date for
payment to (but excluding) the date of actual payment, at the Default Rate.
Such interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. If, prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party defaults in the performance of any obligation required
to be settled by delivery, it will compensate the other party on demand if
and to the extent provided for in the relevant Confirmation or elsewhere in
this Agreement.

3. Representations.

Each party represents to the other party (which representations will be
deemed to be repeated by each party on each date on which a Transaction is
entered into and, in the case of the representations in Section 3(f), at all
times until the termination of this Agreement) that:-

(a) BASIC REPRESENTATIONS.

(i) STATUS. It is duly organized and valid existing under the laws of the
jurisdiction of its organization or incorporation and, if relevant under
such laws, in good standing;

(ii) POWER. It has the power to execute this Agreement and any other
documentation relating to this Agreement to which it is a party, to deliver
this Agreement and any other documentation relating to this Agreement that
it is required by this Agreement to deliver and to perform its obligations
under this Agreement and any obligations it has under any Credit Support
Document to which it is a party and has taken all necessary action to
authorize such execution, delivery and performance;

(iii) NO VIOLATION OR CONFLICT. Such execution, delivery and
performance do not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets
or any contractual restriction binding on or affecting it or any of its
assets;

(iv) CONSENTS. All governmental and other consents that are required to
have been obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party have been obtained and are in full
force and effect and all conditions of any such consents have been complied
with; and

-4-

<PAGE>

(v) OBLIGATIONS BINDING. Its obligations under this Agreement and any
Credit Support Document to which it is a party constitute its legal, valid
and binding obligations, enforceable in accordance with their respective
terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and
subject, as to enforceability, to equitable principles of general
application (regardless of whether enforcement is sought in a proceeding in
equity or at law)).

(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this
Agreement or any Credit Support Document to which it is a party.

(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of
the date of the information, true, accurate and complete in every material
respect.

(e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and
true.

(f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and
true.

4. Agreements.

Each party agrees with the other that, so long as either party has or may
have any obligation under this subparagraph (iii) below, to such
government or taxing authority as the other party reasonably directs:-

(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:-

(i) any forms, documents or certificates relating to taxation specified
in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation;
and

(iii) upon reasonable demand by such other party, any form or document
that may be required or reasonably requested in writing in order to allow
such party or its Credit Support Provider to make a payment under this
Agreement or any applicable Credit Support Document without any deduction
or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate (so long as the completion, execution or
submission of such form or document would not materially prejudice the
legal or commercial position of the party in receipt of such demand), with
any such form or document to be accurate and completed in a manner
reasonably satisfactory to such other party and to be executed and to be
delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or,
if none is specified, as soon as reasonably practicable.

(b) MAINTAIN AUTHORIZATIONS. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

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(c) COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) TAX AGREEMENT. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organized, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting of the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:-

(i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due,
any payment under this Agreement or delivery under Section 2(a)(i) or
2(e) required to be made by it if such failure is not remedied on or before
the third Local Business Day after notice of such failure is given to the
party;

(ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform
any agreement or obligation (other than an obligation to make any payment
under this Agreement or delivery under Section 2(a0(I) or 2(e) or to
give notice of a Termination Event or any agreement or obligation under
Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by
the party in accordance with this Agreement if such failure is not remedied
on or before the thirtieth day after notice of such failure is given to the
party;

(iii) CREDIT SUPPORT DEFAULT.

(1) Failure by the party or any Credit Support Provider of such
party to comply with or perform any agreement or obligation to be
complied with or performed by it in accordance with any Credit
Support Document if such failure is continuing after any applicable
grace period has elapsed;

(2) the expiration or termination of such Credit Support Document
or the failing or ceasing of such Credit Support Document to be in
full force and effect for the purpose of this Agreement (in either
case other than in accordance with its terms) prior to the
satisfaction of all obligations of such party under each Transaction
to which such Credit Support Document relates without the written
consent of the other party; or

(3) the party or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or challenges
the validity of, such Credit Support Document;

(iv) MISREPRESENTATION. A representation (other than a representation
under Section 3(e) or (f)) made or repeated or deemed to have been made
or repeated by the party or any Credit Support Provider of such party in
this Agreement or any Credit Support Document proves to have been incorrect
or misleading in any material respect when made or repeated or deemed to
have been made or repeated;

(v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
Provider of such party or any applicable Specified Entity of such party (1)
defaults under a Specified Transaction and, after giving effect to any
applicable notice requirement or grace period, there occurs a liquidation
of, an acceleration of obligations under, or an early termination of, that
Specified Transaction, (2) defaults, after giving effect to any
applicable notice requirement or grace period, in making any payment or
delivery due on the last payment, delivery or exchange date of, or any
payment on early termination of, a Specified Transaction (or such default
continues

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for at least three Local Business Days if there is no applicable
notice requirement or grace period) or (3) disaffirms, disclaims,
repudiates or rejects, in whole or in part, a Specified Transaction (or
such action is taken by any person or entity appointed or empowered to
operate it or act on its behalf);

(vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
applying to the party, the occurrence or existence of (1) a default,
event of default or other similar condition or event (however described) in
respect of such party, any Credit Support Provider of such party or any
applicable Specified Entity of such party under one or more agreements or
instruments relating to Specified Indebtedness of any of them (individually
or collectively) in an aggregate amount of not less than the applicable
Threshold Amount (as specified in the Schedule) which has resulted in such
Specified Indebtedness becoming, or becoming capable at such time of being
declared, due and payable under such agreements or instruments, before it
would otherwise have been due and payable or (2) a default by such
party, such Credit Support Provider or such Specified Entity (individually
or collectively) in making one or more payments on the due date thereof in
an aggregate amount of not less than the applicable Threshold Amount under
such agreements or instruments (after giving effect to any applicable
notice requirement or grace period);

(vii) BANKRUPTCY. The party, any Credit Support Provider of such party
or any applicable Specified Entity of such party:-

(1) is dissolved (other than pursuant to a consolidation,
amalgamation or merger); (2) becomes insolvent or is unable to pay
its debts or fails or admits in writing its inability generally to
pay its debts as they become due; (3) makes a general assignment,
arrangement or composition with or for the benefit of its creditors;
(4) institutes or has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or a petition is presented for its winding-up or
liquidation, and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or petition
(A) results in a judgment of insolvency or bankruptcy or the entry
of an order for relief or the making of an order for its winding-up
or liquidation or (B) is not dismissed, discharged, stayed or
restrained in each case within 30 days of the institution or
presentation thereof; (5) has a resolution passed for its winding-up,
official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes
subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other
similar official for it or for all or substantially all its assets;
(7) has a secured party take possession of all or substantially all
its assets or has a distress, execution, attachment, sequestration or
other legal process levied, enforced or sued on or against all or
substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed
or restrained, in each case within 30 days thereafter; (8) causes or
is subject to any event with respect to it which, under the
applicable laws of any jurisdiction, has an analogous effect to any
of the events specified in clauses (1) to (7) (inclusive); or
(9) takes any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support
Provider of such party consolidates or amalgamates with, or mergers with or
into, or transfers all or substantially all its assets to, another entity
and, at the time of such consolidation, amalgamation, merger or transfer:-

(1) the resulting, surviving or transferee entity fails to assume
all the obligations of such party or such Credit Support Provider
under this Agreement or any Credit Support Document to which it or
its predecessor was a party by operation of law or pursuant to an
agreement reasonably satisfactory to the other party to this
Agreement; or

(2) the benefits of any Credit Support document fail to extend
(without the consent of the other party) to the performance by such
resulting, surviving or transferee entity of its obligations under
this Agreement.

(b) TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality
if the

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event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii)
below, and, if specified to be applicable, a Credit Event Upon Merger if the
event is specified pursuant to (iv) below or an Additional Termination
Event if the event is specified pursuant to (v) below:-

(i) ILLEGALITY. Due to the adoption of, or any change in, any applicable
law after the date on which a Transaction is entered into, or due to the
promulgation of, or any change in, the interpretation by any court,
tribunal or regulatory authority with competent jurisdiction of any
applicable law after such date, it becomes unlawful (other than as a result
of a breach by the party of Section 4(b)) for such party (which will be the
Affected Party):-

(1) to perform any absolute or contingent obligation to make a
payment or delivery or to receive a payment or delivery in respect of
such Transaction or to comply with any other material provision of
this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to
perform, any contingent or other obligation which the party (or such
Credit Support Provider) has under any Credit Support Document
relating to such Transaction;

(ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or
brought in a court of competent jurisdiction, on or after the date on which
a Transaction is entered into (regardless of whether such action is taken
or brought with respect to a party to this Agreement) or (y) a Change in
Tax Law, the party (which will be the Affected Party) will, or there is a
substantial likelihood that it will, on the next succeeding Scheduled
Payment Date (1) be required to pay to the other party an additional
amount in respect of an Indemnifiable Tax under Section 2(d)(i)(r) (except
in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
receive a payment from which an amount is required to be deducted or
withheld for or on account of a Tax (except in respect of interest under
Section 2(e), 6(e)(ii) or 6(e) and no additional amount is required
to be paid in respect of such Tax under Section 2(d)(i)(4) (other than
by reason of Section 2(d)(i)(4)(A) or (B));

(iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
next succeeding Scheduled Payment Date will either (1) be required to
pay an additional amount in respect of an Indemnifiable Tax under
Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
been deducted or withheld for or on account of any Indemnifiable Tax in
respect of which the other party is not required to pay an additional
amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either
case as a result of a party consolidating or amalgamating with, or merging
with or into, or transferring all or substantially all its assets to,
another entity (which will be the Affected Party) where such action does
not constitute an event described in Section 5(a)(viii);

(iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
specified in the Schedule as applying to the party, such party ("X"), any
Credit Support Provider of X or any applicable Specified Entity of X
consolidates or amalgamates with, or mergers with or into, or transfers all
or substantially all its assets to, another entity and such action does not
constitute an event described in Section 5(a)(viii) but the
creditworthiness of the resulting, surviving or transferee entity is
materially weaker than that of X, such Credit Support Provider or such
Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate, will
be the Affected Party); or

(v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event"
is specified in the Schedule or any Confirmation as applying, the
occurrence of such event (and, in such event, the Affected Party or
Affected Parties shall be as specified for such Additional Termination
Event in the Schedule or such Confirmation).

(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default

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6. Early Termination

(a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred
and is then continuing, the other party (the "Non-defaulting Party") may,
by not more than 20 days notice to the Defaulting Party specifying the
relevant Event of Default, designate a day not earlier than the day such
notice is effective as an Early Termination Date in respect of all
outstanding Transactions. If, however, "Automatic Early Termination" is
specified in the Schedule as applying to a party, then an Early Termination
Date in respect of all outstanding Transactions will occur immediately upon
the occurrence with respect to such party of an Event of Default specified in
Section 5(a)(viii)(1), (3), (5), (6), or, to the extent analogous thereto,
(8), and as of the time immediately preceding the institution of the relevant
proceeding or the presentation of the relevant petition upon the occurrence
with respect to such party of an Event of Default specified in Section
5(a)(viii)(4), or to the extent analogous thereto, (8).

(b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

(i) NOTICE. If a Termination Event occurs, an Affected Party will,
promptly upon becoming aware of it, notify the other party, specifying the
nature of that Termination Event and each Affected Transaction and will
also give such other information about that Termination Event as the other
party may reasonably require.

(ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under
Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
Affected Party, the Affected Party will, as a condition to its right to
designate an Early Termination Date under Section 6(b)(iv), use all
reasonable efforts (which will not require such party to incur a loss,
excluding immaterial, incidental expenses) to transfer within 20 days after
it gives notice under Section 6(b)(i) all its rights and obligations
under this Agreement in respect of the Affected Transactions to another of
its offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give
notice to the other party to that effect within such 20 day period,
whereupon the other party may effect such a transfer within 30 days after
the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject
to and conditional upon the prior written consent of the other party, which
consent will not be withheld if such other party's policies in effect at
such time would permit it to enter into transactions with the transferee on
the terms proposed.

(iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1)
or a Tax Event occurs and there are two Affected Parties, each party will
use all reasonable efforts to reach agreement within 30 days after notice
thereof is given under Section 6(b)(i) on action to avoid that
Termination Event.

(iv) RIGHT TO TERMINATE. If:-

(1) a transfer under Section 6(b)(ii) or an agreement under
Section 6(b)(iii), as the case may be, has not been effected with
respect to all Affected Transactions within 30 days after an Affected
Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
Merger or an Additional Termination Event occurs, or a Tax Event Upon
Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of
a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party, or the
party which is not the Affected Party in the case of a Credit Event Upon
Merger or an Additional Termination Event if there is only one Affected Party
may, by not more than 20 days notice to the other party and provided that the
relevant Termination Event is then continuing, designate a day not earlier
than the day such notice is effective as an Early Termination Date in respect
of all Affected Transactions.

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(i) If notice designating an Early Termination Date is given under
Section 6(a) or (b), the Early Termination Date will occur on the date
so designated, whether or not the relevant Event of Default or Termination
Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination
Date, no further payments or deliveries under Section 2(a0(i) or 2(e) in
respect of the Terminated Transactions will be required to be made, but
without prejudice to the other provisions of this Agreement. The amount,
if any, payable in respect of an Early Termination Date shall be determined
pursuant to Section 6(e).

(d) CALCULATIONS.

(i) STATEMENT. On or as soon as reasonably practicable following the
occurrence of an Early Termination Date, each party will make the
calculations on its part, if any, contemplated by Section 6(e) and will
provide to the other party a statement (1) showing, in reasonable
detail, such calculations (including all relevant quotations and specifying
any amount payable under Section 6(e) and (2) giving details of the
relevant account to which any amount payable to it is to be paid. In the
absence of written confirmation from the source of a quotation obtained in
determining a Market Quotation, the records of the party obtaining such
quotation will be conclusive evidence of the existence and accuracy of such
quotation.

(ii) PAYMENT DATE. An amount calculated as being due in respect of any
Early Termination Date under Section 6(e) will be payable on the day
that notice of the amount payable is effective (in the case of an Early
Termination Date which is designated or occurs as a result of an Event of
Default) and on the day which is two Local Business Days after the day on
which notice of the amount payable is effective (in the case of an Early
Termination Date which is designated as a result of a Termination Event).
Such amount will be paid together with (to the extent permitted under
applicable law) interest thereon (before as well as after judgment) in the
Termination Currency, from (and including) the relevant Early Termination
Date to (but excluding) the date such amount is paid, at the Applicable
Rate. Such interest will be calculated on the basis of daily compounding
and the actual number of days elapsed.

(e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the
Schedule, it will be deemed that "Market Quotation" or the "Second Method,
as the case may be, shall apply. The amount, if any, payable in respect of an
Early Termination Date and determined pursuant to this Section will be
subject to any Set-off.

(i) EVENTS OF DEFAULT. If the Early Termination Date results from an
Event of Default:-

(1) FIRST METHOD AND MARKET QUOTATION. If the First Method and
Market Quotation apply, the Defaulting Party will pay to the
Non-defaulting Party the excess, if a positive number, of (A) the sum
of the Settlement Amount (determined by the Non-defaulting Party) in
respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
over (B) the Termination Currency Equivalent of the Unpaid Amounts
owing to the Defaulting Party.

(2) FIRST METHOD AND LOSS. If the First Method and Loss apply, the
Defaulting Party will pay to the Non-defaulting Party, if a positive
number, the Non-defaulting Party's Loss in respect of this Agreement.

(3) SECOND METHOD AND MARKET QUOTATION. If the Second Method and
Market Quotation apply, an amount will be payable equal to (A) the
sum of the Settlement Amount (determined by the Non-defaulting Party)
in respect of the Terminated Transactions and the Termination
Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party. If that amount is a positive number,

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the Defaulting Party will pay it to the Non-defaulting Party; if it
is a negative number, the Non-defaulting Party will pay the absolute
value of that amount to the Defaulting Party.

(4) SECOND METHOD AND LOSS. If the Second Method and Loss apply, an
amount will be payable equal to the Non-defaulting Party's Loss in
respect of this Agreement. If that amount is a positive number, the
Defaulting Party will pay it to the Non-defaulting Party; if it is a
negative number, the Non-defaulting Party will pay the absolute value
of that amount to the Defaulting Party.

(ii) TERMINATION EVENTS. If the Early Termination Date results from a
Termination Event:-

(1) ONE AFFECTED PARTY. If there is one Affected Party, the amount
payable will be determined in accordance with Section 6(e)(i)(e), if
Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
except that, in either case, references to the Defaulting Party and to
the Non-defaulting Party will be deemed to be references to the
Affected Party and the party which is not the Affected Party,
respectively, and, if Loss applies and fewer than all the Transactions
are being terminated, Loss shall be calculated in respect of all
Terminated Transactions.

(2) TWO AFFECTED PARTIES. If there are two Affected Parties:-

(A) if Market Quotation applies, each party will determine a
Settlement Amount in respect of the Terminated Transactions, and
an amount will be payable equal to (1) the sum of (a) one-half
of the difference between the Settlement Amount of the party with
the higher Settlement Amount ("X") and the Settlement Amount of
the party with the lower Settlement Amount ("Y") and (b) the
Termination Currency Equivalent of the Unpaid Amounts owing to X
less (II) the Termination Currency Equivalent of the Unpaid
Amounts owing to Y; and

(B) if Loss applies, each party will determined its Loss in
respect of this Agreement (or, if fewer than all the Transactions
are being terminated, in respect of all Terminated Transactions)
and an amount will be payable equal to one-half of the difference
between the Loss of the party with the higher Loss ("X") and the
Loss of the party with the lower Loss ("Y").

If the amount payable is a positive number, Y will pay it to X; if it
is a negative number, X will pay the absolute value of that amount to Y.

(iii)ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early Termination
Date occurs because "Automatic Early Termination" applies in respect of a
party, the amount determined under this Section 6(e) will be subject to
such adjustments as are appropriate and permitted by law to reflect any
payments or deliveries made by one party to the other under this Agreement
(and retained by such other party) during the period from the relevant Early
Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an
amount recoverable under this Section 6(e) is a reasonable pre-estimate of
loss and not a penalty. Such amount is payable for the loss of bargain and
the loss of protection against future risks and except as otherwise provided
in this Agreement neither party will be entitled to recover any additional
damages as a consequence of such losses.

7. Transfer.

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under t his Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that:-

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of
all or substantially all its assets to, another entity (but without prejudice
to any other right or remedy under this Agreement); and

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(b) a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8. Contractual Currency

(a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender
resulting the actual receipt by the party to which payment is owed, acting in
a reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractural
Currency of all amounts payable in respect of this Agreement. If for any
reason the amount in the Contractual Currency so received falls short of the
amount in the Contractual Currency payable in respect of this Agreement, the
party required to make the payment will, to the extent permitted by
applicable law, immediately pay such additional amount in the Contractual
Currency as may be necessary to compensate for the shortfall. If for any
reason the amount in the Contractual Currency so received exceeds the amount
in the Contractual Currency payable in respect of this Agreement, the party
receiving the payment will refund promptly the amount of such excess.

(b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement,
(ii) for the payment of any amount relating to any early termination in
respect of this Agreement or (iii) in respect of a judgment or order of
another court for the payment of any amount described in (i) or (ii)
above, the party seeking recovery, after recovery in full of the aggregate
amount to which such party is entitled pursuant to the judgment or order,
will be entitled to receive immediately from the other party the amount of
any shortfall of the Contractual Currency received by such party as a
consequence of sums paid in such other currency and will refund promptly to
the other party any excess of the Contractual Currency received by such party
as a consequence of sums paid in such other currency if such shortfall or
such excess arises or results from any variation between the rate of exchange
at which the Contractual Currency is converted into the currency of the
judgment or order for the purposes of such judgment or order and the rate of
exchange at which such party is able, acting in a reasonable manner and in
good faith in converting the currency of the judgment or order actually
received by such party. The term "rate of exchange" includes, without
limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.

(c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and
independent causes of action, will apply notwithstanding any indulgence
granted by the party to which any payment is owned and will not be affected
by judgment being obtained or claim or proof being made for any other sums
payable in respect of this Agreement.

(d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had
an actual exchange or purchase been made.

9. Miscellaneous

(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and
supersedes all oral communication and prior writings with respect thereto.

(b) AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the panics or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

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(c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii). the obligations of the parties under this Agreement will survive
the termination of any Transaction.

(d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) COUNTERPARTS AND CONFIRMATIONS.

(i) This Agreement (and each amendment, modification and waiver in
respect of it) may be executed and delivered in counterparts (including by
facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each
Transaction from the moment they agree to those terms (whether orally or
otherwise). A Confirmation shall be entered into as soon as practicable
and may be executed and delivered in counterparts (including by facsimile
transmission) or be created by an exchange of telexes or by an exchange of
electronic messages on an electronic messaging system, which in each case
will be sufficient for all purposes to evidence a binding supplement to
this Agreement. The parties will specify therein or through another
effective means that any such counterpart, telex or electronic message
constitutes a Confirmation.

(f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as
a waiver, and a single or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further exercise, of that
right, power or privilege or the exercise of any other right, power or
privilege.

(g) HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party
that eaters into a Transaction through an Office other than its bead or home
office represents to the other party that, notwithstanding the place of
booking office or jurisdiction of incorporation or organisation of such
party, the obligations of such party are the same as if it had entered into
the Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and bold harmless the other
party for and against all reasonable- out-of-pocket expenses, including legal
fees and Stamp Tax. Incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document in which the Defaulting Party is a party or by reason of the early
termination of any Transaction. Including but not limited to. costs of
collection.

12. Notices

(a) EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile

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<PAGE>

transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

(i) if in writing and delivered in person or by courier, on the date it
is delivered; (ii) if sent by telex, on the date the recipient's
answerback is received;

(ii) if sent by facsimile transmission, on the date that transmission is
received by a responsible employee of the recipient in legible form (it
being agreed that the burden of proving receipt will be on the sender and
will not be met by a transmission report generated by the sender's
facsimile machine):

(iv) if sent by certified or registered mail (airmail, if overseas) or the
equivalent (return receipt requested), on the date that mail is delivered
or its delivery is attempted: or

(v) if sent by electronic messaging system, on the dale that electronic
message is received.

unless the dale of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered
(or attempted) or received, as applicable, after the close of business on a
Local Business Day. in which case that communication shall be deemed given
and effective on the first following day that is a Local Business Day.

(b) CHANGE OF ADDRESS. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) JURISDICTION. With respect to any suit. action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

(i) submits to the jurisdiction of the English courts, if this Agreement
is expressed to be governed by English law, or to the non-exclusive
jurisdiction of the courts of the State of New York and the United States
District Court located in the Borough of Manhattan in New York City, if
this Agreement is expressed to be governed by the laws of the State of New
York; and

(ii) waives any objection which it may have at any time to the laying of
venue of any Proceedings brought in any such court. waives any claim that
such Proceedings have been brought in an inconvenient forum and further
waives the right to object, with respect to such Proceedings, that such
court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be
governed by English law. the Contracting Slates, as defined in Section
1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification,
extension or re-enactment thereof for the time being in force) nor will the
bringing of Proceedings in any one or more jurisdictions preclude the
bringing of Proceedings in any other jurisdiction.

(c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and
on its behalf, service of process in any Proceedings. If for any reason any
party's Process Agent is unable 10 act as such, such party will promptly
notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party. The parties irrevocably consent to service of
process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

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<PAGE>

(d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law. with respect to itself and its revenues
and assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction. order for
specific performance of for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement
of any judgment to which it or its revenues or assets might otherwise be
entitled in any Proceedings in the courts of any jurisdiction and irrevocably
agrees, to the extent permitted by applicable law, that it will not claim any
such immunity in any Proceedings.

14. Definitions

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b)
with respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose,
"control" of any entity or person means ownership of a majority of the
voting power of the entity or person.

"APPLICABLE RATE" means:--

(a) in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate: and'

(d) in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or
ratification of. or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after
the dale on which the relevant Transaction is entered into.

"CONTENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has (he meaning specified 'in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is
specified as such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

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<PAGE>

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the dale determined in accordance with
Section 5(A) OR 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and. if
applicable, in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be
imposed in respect of a payment under this Agreement but for a present or
former connection between the jurisdiction of the government or taxation
authority imposing such Tax and the recipient of such payment or a person
related to such recipient (including, without limitation, a connection
arising from such recipient or related person being or having been a citizen
or resident of such Jurisdiction or being or having been organised, present
or engaged in a trade or business in such jurisdiction, or having or having
bad a permanent establishment or fixed place of business in such
jurisdiction, but excluding a connection arising solely from such recipient
or related person having executed, delivered, performed its obligations or
received a payment under, or enforced, this Agreement or a Credit Support
Document.

"LAW" includes any treaty, law. Rule or regulation (as modified, in the
case of tax mailers, by the practice of any relevant governmental revenue
authority) and "LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) (a) in relation to any obligation
under Section 2(a)(i), in the place(s) specified in the relevant Confirmation
or, if not so specified. as otherwise agreed by the parties in writing or
determined pursuant to provisions contained, or incorporated by reference, in
this Agreement, (b) in relation to any other payment, in the place where
the relevant account is located and. if different, in the principal financial
centre, if any. of the currency of such payment, (c) in relation to any
notice or other communication, including notice contemplated under Section
5(a)(i), in the city specified in the address for notice provided by the
recipient and, in the case of a notice contemplated by Section 2(b), in the
place where the relevant new account is to be located and (d) in relation
to Section 5(a)(v)(2), in the relevant locations for performance with respect
to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be. including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading
position (or any gain resulting from any of them). Loss includes losses and
costs (or gains) in respect of any payment or delivery required to have been
made (assuming satisfaction of each applicable condition precedent) on or
before the relevant Early Termination Date and not made, except, so as to
avoid duplication, if Section 6(e)(i)(l) or (3) or 6(e)(ii)(2)(A) applies.
Loss does not include a party's legal fees and out-of-pocket expenses
referred to under Section 11. A party will determine its Loss as of the
relevant Early Termination Date, or, if that is not reasonably practicable,
as of the earliest date thereafter as is reasonably practicable. A party may
(but need not) determine its Loss by reference to quotations of relevant
rates or prices from one or more leading dealers in the relevant markets.

"MARKET QUOTATION" means, with respect to one or more Terminated
Transactions and a party making the determination, an amount determined on
the basis of quotations from Reference Market-makers. Each quotation will be
for an amount, if any, that would be paid to such party (expressed as a
negative number) or by such party (expressed as a positive number) in
consideration of an agreement between such party (taking into account any
existing Credit Support Document with respect to the obligations of such
party) and the quoting Reference Market-maker to enter into a transaction
(the "Replacement Transaction") that would have the effect of preserving
for such party the economic equivalent of any payment or delivery (whether
the underlying obligation was absolute or contingent and assuming the

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<PAGE>

satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the relevant
Early Termination Date, have been required after that date. For this purpose,
Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions arc to be excluded but without limitation, any
payment or delivery that would, but for the relevant Early Termination Date,
have been required (assuming satisfaction of each applicable condition
precedent) after that Early Termination Dale is to be included. The
Replacement Transaction would be subject to such documentation as such party
and the Reference Market-maker may, in good faith, agree. The party making
the determination (or its agent) will request each Reference Market-maker to
provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by
the party obliged to make a determination under Section 6(e), and, if each
party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of
the quotations, without regard to the quotations having the highest and
lowest values. If exactly three such quotations are provided, the Market
Quotation will be the quotation remaining after disregarding the highest and
lowest quotations. For this purpose, if more than one quotation has the same
highest value or lowest value, then one of such quotations shall be
disregarded. If fewer than three quotations are provided, it will be deemed
that the Market Quotation in respect of such Terminated Transaction or group,
of Terminated Transactions cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof
or evidence of any actual cost) to the Non-defaulting Party (as certified by
it) if it were to fund the relevant amount.

"NON-DEFAULTING PARTY"' has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's
head or home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of
notice or the lapse of time or both. would constitute an Event of Default-

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a)
from among dealers of the highest credit standing which satisfy all the
criteria that such party applies generally at the lime in deciding whether to
offer or to make an extension of credit and (b) to the extent practicable,
from among such dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party. the jurisdictions
(a) in which the party is incorporated, organised, managed and controlled
or considered to have its seat. (b) where an Office through which the
party is acting for purposes of this Agreement is located, (c) in which
the party executes this Agreement and (d) in relation to any payment, from
or through which such payment is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to
be made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of
retention or withholding or similar right or requirement to which the payer
of an amount under Section 6 is entitled or subject (whether arising under
this Agreement, another contract, applicable law or otherwise) that is
exercised by, or imposed on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early
Termination Date. the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined: and

(b) such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not
(in the reasonable belief of the party making the determination) produce a
commercially reasonable result

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<PAGE>

"SPECIFIED ENTITY" has the meaning specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to any Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety
or otherwise) in respect of borrowed money.

"SPECIFIED TRANSACTION "means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now existing or
hereafter entered into between one party to this Agreement (or any Credit
Support Provider of such party or any applicable Specified Entity of such
party) and the other party to this Agreement (or any Credit Support Provider
of such other party or any applicable Specified Entity of such other party)
which is a rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction, currency option or
any other similar transaction (including any option with respect to any of
these transactions), (b) any combination of these transactions and (c)
any other transaction identified as a Specified Transaction in this Agreement
or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future lax. levy. impost, duty. charge,
assessment or fee of any nature (including interest, penalties and additions
thereto) that is imposed by any government or other taxing authority in
respect of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date
(a) if resulting from a Termination Event, all Affected Transactions and
(b) if resulting from an Event of Default, all Transactions (in either
case) in effect immediately before the effectiveness of the notice
designating that Early Termination Date (or. if "Automatic Early
Termination" applies, immediately before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount
denominated in the Termination Currency, such Termination Currency amount
and, in respect of any amount denominated in a currency other than the
Termination Currency (the "Other Currency"), the amount in the Termination
Currency determined by the party making the relevant determination as being
required to purchase such amount of such Other Currency as at the relevant
Early Termination Date, or. if the relevant Market Quotation or Loss (as the
case may be), is determined as of a later date, that later date, with the
Termination Currency at the rate equal to the spot exchange rate of the
foreign exchange agent (selected as provided below) for the purchase of such
Other Currency with the Termination Currency at or about 11:00 a.m. (in
the city in which such foreign exchange agent is located) on such date as
would be customary for the determination of such a rate for the purchase of
such Other Currency for value on the relevant Early Termination Date or that
later date. The foreign exchange agent will, if only one party is obliged to
make a determination under Section 6(e) be selected in good faith by that
party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon
Merger or if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"TERMINATION RATE" means & rate per annum equal, to the arithmetic mean
of the cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on
or prior to such Early Termination Date and which remain unpaid as at such
Early Termination Date and (b) in respect of each Terminated Transaction,
for each obligation under Section 2(a)(i)

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<PAGE>

which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on of prior to such Early Termination Date
and which has not been so settled as at such Early Termination Date, an
amount equal to the fair market value of that which was (or would have been)
required to be delivered as of the originally scheduled date for delivery, in
each case together with (to the extent permitted under applicable law)
interest, in the currency of such amounts, from (and including) the date such
amounts or obligations were or would have been required to have been paid or
performed to (but excluding) such Early Termination Date, at the Applicable
Rate. Such amount of interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. The fair market value of
any obligation referred to in clause (b) above shall be reasonably
determined by the party obliged to make the determination under Section
6(e) or, if each party is so obliged, it shall be the average of the
Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first
page of this document.

DRESDNER BANK AG
NEW YORK BRANCH MINERAL RIDGE RESOURCES INC.

- ------------------------------------- --------------------------------------
(Name of Party) (Name of Party)

By: (signed) By: (signed)/Vice President
--------------------------------- ----------------------------------
Name: P. Douglas Sherrod Name:
Title: Vice President Title:
Date: Date:

By: (signed)
---------------------------------
Name: Wayne Colquohour
Title: Vice President
Date:

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<PAGE>

(Multicurrency-Cross Border)

ISDA -Registered Trademark-

International Swap Dealers Association, Inc.

SCHEDULE

TO THE

MASTER AGREEMENT
(WHICH MAY BE REFERRED TO AS AN INTEREST RATE AND CURRENCY EXCHANGE AGREEMENT)

dated as of OCTOBER 4, 1996.

between DRESDNER BANK AG ACTING THROUGH ITS NEW YORK BRANCH and MINERAL RIDGE
RESOURCES INC.

("Party A") ("Party B")

Part 1. TERMINATION PROVISIONS

(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:

Section 5(a)(vi), NONE,

Section 5(a)(vii), NONE,

Section 5(a)(iv), NONE,

and in relation to Party B for the purpose of:

Section 5(a)(v), NONE,

Section 5(a)(vi), NONE,

Section 5(a)(vii), NONE,

Section 5(a)(iv), NONE,

(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section
14 of this Agreement.

will not apply to Party A
will apply to Party B

If such provisions apply:

"SPECIFIED INDEBTEDNESS" will have the meaning specified in Section
14 of this Agreement.

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<PAGE>

"THRESHOLD AMOUNT" means ZERO.

(d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(a)(iv)

will apply to Party A
will not apply to Party B

(e) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a)

will not apply to Party A
will not apply to Party B

(f) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of
this Agreement:

(i) Loss will apply.

(ii) The Second Method will apply AND, NOTWITHSTANDING THE
PROVISIONS OF SECTION 6(e)(i)(3) AND (4), AS APPLICABLE,
IF THE AMOUNT REFERRED TO THEREIN IS A POSITIVE NUMBER,
THE DEFAULTING PARTY WILL PAY SUCH AMOUNT TO THE
NON-DEFAULTING PARTY, AND IF THE AMOUNT REFERRED TO
THEREIN IS A NEGATIVE NUMBER, THE NON-DEFAULTING PARTY
SHALL (1) HAVE NO OBLIGATION TO PAY ANY AMOUNT UP TO THE
ECONOMIC EQUIVALENT OF THE OUTSTANDING OBLIGATIONS (AS
DEFINED IN (B) BELOW) THEREUNDER TO THE DEFAULTING PARTY
UNLESS AND UNTIL THE CONDITIONS SET FORTH IN (A) AND (B)
BELOW HAVE BEEN SATISFIED AT WHICH TIME THERE SHALL ARISE
AN OBLIGATION OF THE NON-DEFAULTING PARTY TO PAY TO THE
DEFAULTING PARTY AN AMOUNT EQUAL TO THE ABSOLUTE VALUE OF
SUCH NEGATIVE NUMBER (WHICH SHALL BE REDUCED BY SUCH
AMOUNTS, IF ANY, PAID UNDER (2) BELOW; AND (2) HAVE AN
OBLIGATION TO PAY AN AMOUNT EQUAL TO THE EXCESS, IF ANY OF
THE ABSOLUTE VALUE OF SUCH NEGATIVE NUMBER OVER THE
ECONOMIC EQUIVALENT OF THE OUTSTANDING OBLIGATIONS, WHICH
SUCH AMOUNT SHALL IN GOOD FAITH BE DETERMINED BY THE
NON-DEFAULTING PARTY, AND ANY SUCH PAYMENTS UNDER (1) AND
(2) ABOVE SHALL BE LESS ANY AND ALL AMOUNTS THE DEFAULTING
PARTY MAY BE OBLIGATED TO PAY UNDER SECTION 11:

(A) THE NON-DEFAULTING PARTY SHALL HAVE RECEIVED CONFIRMATION
SATISFACTORY TO ITS SOLE DISCRETION (WHICH MAY INCLUDE AN
UNQUALIFIED OPINION OF ITS COUNSEL) THAT (x) ALL
TRANSACTIONS ARE TERMINATED IN ACCORDANCE WITH SECTION
6(c) AND (y) EACH SPECIFIED TRANSACTION SHALL HAVE
TERMINATED PURSUANT TO ITS SPECIFIED TERMINATION DATE OR
THROUGH THE EXERCISE BY A PARTY OF A RIGHT TO TERMINATE
AND ALL AMOUNTS DUE UNDER EACH SPECIFIED TRANSACTION
SHALL HAVE BEEN FULLY AND FINALLY PAID; AND

(B) ALL OBLIGATIONS (CONTINGENT OR ABSOLUTE, MATURED OR
UNMATURED) OF THE DEFAULTING PARTY AND ANY AFFILIATE OF
THE DEFAULTING PARTY TO MAKE ANY PAYMENT TO THE
NON-DEFAULTING PARTY OR ANY AFFILIATE OF THE
NON-DEFAULTING PARTY (THE "OUTSTANDING OBLIGATIONS")
SHALL HAVE BEEN FULLY AND FINALLY PERFORMED.

(g) "TERMINATION CURRENCY" means EITHER, (i) ANY FREELY AVAILABLE AND
CONVERTIBLE CURRENCY OF A TERMINATED TRANSACTION, OR, IF THERE IS A
DEFAULTING PARTY, THE CURRENCY OF THE JURISDICTION IN WHICH THE
DEFAULTING PARTY IS INCORPORATED, CHOSEN BY THE NON-AFFECTED PARTY
OR THE NON-DEFAULTING PARTY, AS THE CASE MAY BE; OR, (ii) IF THERE
ARE TWO AFFECTED PARTIES, A CURRENCY CHOSEN BY MUTUAL AGREEMENT,
PROVIDED ALWAYS THAT, IF THE CURRENCY CHOSEN PURSUANT TO (i) OR (ii)
ABOVE IS NOT FREELY AVAILABLE, THEN U.S. DOLLARS.

(h) Additional Termination Event will/will not apply.

Part 2. TAX REPRESENTATIONS

(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A will make the following representation
and Party B will make the following representations:

It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on
account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
to the other party under this Agreement. In making this
representations, it may rely on (i) the accuracy of any

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<PAGE>

representations made by the other party pursuant to Section 3(f) of
this Agreement, (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by the other party pursuant
to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
satisfaction of the agreement of the other party contained in
Section 4(d) of this Agreement, PROVIDED that it shall not be a
breach of this representation where reliance is placed on
clause (ii) and the other party does not deliver a form or document
under Section 4(a)(iii) by reason of material prejudice to its legal
or commercial position.

(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of this
Agreement, Party A and Party B make there representations specified
below, if any:

(i) The following representation will not apply to Party A
and will not apply to Party B:

It is fully eligible for the benefits of the "Business Profits" or
"Industrial and Commercial Profits" provision, as the case may be,
the "Interest" provision or the "Other Income" provision (if any)
of the Specified Treaty with respect to any payment described in such
provisions and received to be received by it in connection with this
Agreement and no such payment is attributable to a trade or business
carried on by it through a permanent establishment in the Specified
Jurisdiction.

If such representation applies, then:

"Specified Treaty" means with respect to Party A ____________________

"Specified Jurisdiction" means with respect to Party A ______________

"Specified Treaty" means with respect to Party B ____________________

"Specified Jurisdiction" means with respect to Party B ______________

(ii) The following representation will not apply to Party A
and will not apply to Party B:

Each payment received or be received by it in connection with this
Agreement will be effectively connected with its conduct of a trade
or business in the Specified Jurisdiction.

If such representation applies, then:

"Specified Jurisdiction" means with respect to Party A _______________

"Specified Jurisdiction" means with respect to Party B _______________

(iii) The following representation will not apply to Party
A and will not apply to Party B:

(A) It is entering into each Transaction in the ordinary course of
its trade as, and is, either (1) a recognized UK bank or (2) a
recognized UK swaps dealer (in either case (1) or (2), for purposes
of the United Kingdom Inland Revenue extra statutory concession C17
on interest and currency swaps dated March 14, 1989), and (B) it
will bring into account payments made and received in respect of
each Transaction in computing its income for United Kingdom tax
purposes.

(iv) Other Payee Representations: NOT APPLICABLE.

Part 3. AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
party agrees to deliver the following documents, as applicable:

-22-

<PAGE>

(a) Tax forms, documents or certificates to be delivered are:

Party required to Form/Document/Certificate Date by which to
deliver document be delivered

PARTY A UNITED STATES INTERNAL REVENUE ON EXECUTION AND
SERVICE FROM 4224, IN RESPECT DELIVERY OF THE
OF ANY PAYMENTS RECEIVED OR TO AGREEMENT AND
BE RECEIVED BY PARTY A IN THEREAFTER UPON
CONNECTION WITH THIS AGREEMENT REQUEST OF PARTY
THAT ARE EFFECTIVELY CONNECTED B
OR OTHERWISE ATTRIBUTABLE TO
ITS CONDUCT OF A TRADE OR
BUSINESS IN THE UNITED
STATES OF AMERICA

(b) Other documents to be delivered are:

Party required to Form/Document Date by which to Covered by
deliver document /Certificate be delivered Section 3(d)
Representation
<S> <C> <C> <C>
(i) PARTY A COPY OF RELEVANT ON EXECUTION AND YES/NO
PAGES OF SIGNATURE DELIVERY OF THE
LIST. AGREEMENT

(ii) PARTY B CERTIFIED COPIES OF ON EXECUTION AND YES/NO
ALL DOCUMENTS DELIVERY OF THE
EVIDENCING NECESSARY AGREEMENT
CORPORATE AND OTHER
AUTHORIZATIONS AND
APPROVALS WITH
RESPECT TO THE
EXECUTION, DELIVERY
AND PERFORMANCE BY
THE PARTY AND ANY
SPECIFIED ENTITY OF
THIS AGREEMENT AND
ANY CREDIT SUPPORT
DOCUMENT

(iii) PARTY B A CERTIFICATE OF AN ON EXECUTION AND YES/NO
AUTHORIZED OFFICER OF DELIVERY OF THE
THE PARTY, AND ANY AGREEMENT
SPECIFIED ENTITY
CERTIFYING THE NAMES,
TRUE SIGNATURES AND
AUTHORITY OF THE
OFFICERS OF THE PARTY
AND ANY SPECIFIED
ENTITY SIGNING THIS
AGREEMENT AND ANY
CREDIT SUPPORT
DOCUMENT

(iv) PARTY B SUCH OTHER DOCUMENT PROMPTLY UPON YES/NO
AS THE OTHER PARTY REQUEST
MAY REASONABLY
REQUEST IN CONNECTION
WITH EACH
TRANSACTION.

(v) PARTY B A COPY OF THE ANNUAL WITHIN 90 DAYS YES/NO
REPORT OF PARTY B AND OF THE END OF
ANY SPECIFIED ENTITY EACH FISCAL YEAR
CONTAINING AUDITED
CONSOLIDATED
FINANCIAL STATEMENTS
FOR EACH FISCAL YEAR
CERTIFIED BY
INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
AND PREPARED IN
ACCORDANCE WITH
ACCOUNTING PRINCIPLES
THAT ARE GENERALLY
ACCEPTED IN THE
COUNTRY IN WHICH
PARTY B (AND ANY
SPECIFIED ENTITY) IS
ORGANIZED.

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<PAGE>

(vi) PARTY B A COPY OF THE PROMPTLY UPON YES/NO
UNAUDITED AVAILABILITY
CONSOLIDATED
FINANCIAL STATEMENTS
OF PARTY B AND ANY
SPECIFIED ENTITY FOR
EACH FISCAL QUARTER
PREPARED IN
ACCORDANCE WITH
ACCOUNTING PRINCIPLES
THAT ARE GENERALLY
ACCEPTED IN THE
COUNTRY IN WHICH THE
PARTY (AND ANY
SPECIFIED ENTITY) IS
ORGANIZED AND ON A
BASIS CONSISTENT WITH
THAT OF THE ANNUAL
FINANCIAL STATEMENTS
OF PARTY B (AND ANY
SPECIFIED ENTITY).

(vii) PARTY B A COPY OF EACH PROMPTLY UPON YES/NO
REGULAR FINANCIAL OR AVAILABILITY
BUSINESS REPORTING
DOCUMENT THAT IS (i)
DISTRIBUTED OR MADE
GENERALLY AVAILABLE
BY PARTY B (AND BY
ANY SPECIFIED ENTITY)
TO ITS SHAREHOLDERS
OR INVESTORS OR (ii)
FILED BY PARTY B (AND
BY ANY SPECIFIED
ENTITY) IN ACCORDANCE
WITH THE DISCLOSURE
REQUIREMENTS OF ANY
SECURITIES
REGULATIONS OR AS
REQUIRED BY BANK
REGULATORY
AUTHORITIES AND MADE
AVAILABLE FOR PUBLIC
INSPECTION

(viii) PARTY B CREDIT SUPPORT ON EXECUTION AND YES/NO
DOCUMENT DELIVERY OF THE
AGREEMENT UNLESS
OTHERWISE
SPECIFIED IN
SECTION (f) OF
PART 4 OF THIS
SCHEDULE

(ix) PARTY B AN OPINION OF COUNSEL ON EXECUTION AND YES/NO
TO THE PARTY AND ANY DELIVERY OF THE
SPECIFIED ENTITY AGREEMENT
SUBSTANTIALLY IN THE
FORM SET FORTH IN
EXHIBIT I, AS THE
CASE MAY BE, AND
COVERING SUCH OTHER
MATTERS AS REASONABLY
REQUESTED BY THE
RECEIVING PARTY
</TABLE>

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<PAGE>

Part 4. MISCELLANEOUS

(a) Addresses for Notices. For the purposes of Section 12(a) of this
Agreement:

Address for notices or communications to Party A:
Address: DRESDNER BANK AG, NEW YORK BRANCH, 75 WALL STREET, 31ST FL.,
NEW YORK, NEW YORK 10005
Attention: PRECIOUS METALS
Telex No: __________________ Answerback: ___________________________
Facsimile No.: (212) 429-4399 Telephone No.: (212) 429-4318
Electronic Messaging System Details:

Address for notices or communications to Party B:
Address: MINERAL RIDGE RESOURCES, INC. 55 BURRARD STREET, SUITE 540,
VANCOUVER, BRITISH COLUMBIA V6C 2GB
Attention: JAMES M. CARTER, EXECUTIVE VICE PRESIDENT
Telex No: ____________________ Answerback: _________________________
Facsimile No.: (604) 681-4170 Telephone No.: (604) 687-0619
Electronic Messaging System Details: ________________________________
(for all purposes)

(b) Process Agent. For the purposes of Section 13(c) of this Agreement:

Party A appoints as its Process Agent: NOT APPLICABLE
Party B appoints as its Process Agent: CT CORPORATION
1633 BROADWAY
NEW YORK, NY 10019

(d) Multibranch Party. Fore the purpose of Section 10(c) of this
Agreement:

Party A is not a Multibranch Party and, if so, may act through
the following Offices:

---------- --------- ----------
--------- ----------

Party B is not a Multibranch Party and, if so, may act through
the following Offices:

---------- --------- ----------
---------- --------- ----------

(e) Calculation Agent. The Calculation Agent is Party A, unless
otherwise specified in a Confirmation in relation to the relevant
Transaction.

(f) Credit Support Document. Details of any Credit Support Document
THE COLLATERAL AGREEMENTS AS DEFINED IN AND DELIVERED TO PARTY A
PURSUANT TO THE CREDIT AGREEMENT.

(g) Credit Support Provider. Credit Support Provider means in relation
to Party A, NOT APPLICABLE.
Credit Support Provider means in relation to Party B, CORNUCOPIA
RESOURCES LIMITED, CORNUCOPIA RESOURCES INC. AND ANY OTHER PERSON OR
ENTITY WHICH MAY, FROM TIME TO TIME, BY A PARTY TO AN COLLATERAL
AGREEMENT DELIVERED PURSUANT TO THE CREDIT AGREEMENT AND THIS
AGREEMENT.

-25-

<PAGE>

(h) Governing Law. This Agreement will be governed by and construed in
accordance with English law/ the laws of the State of New York
(without reference to choice of law doctrine).

(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this
Agreement will not apply to the following Transactions or groups of
transactions (in each case starting from the date of this
Agreement/in each case) all Transactions.

(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement.

Part 5. OTHER PROVISIONS

PAGE 1 ADD IN THE PREAMBLE IN THE FIRST LINE AFTER 'TRANSACTION')":
"(WHICH WILL INCLUDE ANY REFERENCE TO A "SWAP TRANSACTION")."

SECTION
14 DEFINITIONS "INDEMNIFIABLE TAX" ADD AFTER "OR CREDIT SUPPORT
DOCUMENT"): "NOTWITHSTANDING THE FOREGOING, "INDEMNIFIABLE TAX"
ALSO MEANS ANY TAX IMPOSED IN RESPECT OF A PAYMENT UNDER THIS
AGREEMENT BY REASON OF CHANGE IN TAX LAW BY A GOVERNMENT OR TAXING
AUTHORITY OF A RELEVANT JURISDICTION OF THE PARTY MAKING SUCH
PAYMENT, UNLESS THE OTHER PARTY IS INCORPORATED, ORGANIZED, MANAGED
AND CONTROLLED OR CONSIDERED TO HAVE ITS SEAT IN SUCH JURISDICTION,
OR IS ACTING FOR PURPOSES OF THIS AGREEMENT THROUGH BRANCH OR OFFICE
LOCATED IN SUCH JURISDICTION."

SET-OFF Add new Section 6(f) Set-off: "ANY AMOUNT PAYABLE TO ONE PARTY BY
THE OTHER PARTY UNDER SECTION 6(e), IN CIRCUMSTANCES WHERE THERE IS
A DEFAULTING PARTY OR ONE AFFECTED PARTY IN THE CASE WHERE A
TERMINATION EVENT UNDER SECTION 5(b)(iv) HAS OCCURRED, WILL BE MADE
WITHOUT SET-OFF OR COUNTER CLAIM EXCEPT THAT AT THE OPTION OF THE
PARTY ("X") OTHER THAN THE DEFAULTING PARTY OR THE AFFECTED PARTY OR
THE AFFECTED PARTY (AND WITHOUT PRIOR NOTICE TO THE DEFAULTING PARTY
OR THE AFFECTED PARTY), X MAY, WITHOUT PRIOR NOTICE TO ANY PERSON,
SET-OFF ANY SUM OR OBLIGATION (WHETHER OR NOT ARISING UNDER THIS
AGREEMENT, WHETHER MATURED OR UNMATURED AND IRRESPECTIVE OR THE
CURRENCY, PLACE OF PAYMENT OR BOOKING OFFICE OF THE SUM OR
OBLIGATION) OWED BY THE DEFAULTING PARTY OR AFFECTED PARTY (IN
EITHER CASE, "Y") TO X OR ANY AFFILIATE OF X AGAINST ANY SUM OR
OBLIGATION (WHETHER OR NOT ARISING UNDER THIS AGREEMENT, WHETHER
MATURE OR UNMATURED AND IRRESPECTIVE OF THE CURRENCY, PLACE OF
PAYMENT OR BOOKING OFFICE OF THE SUM OR OBLIGATION) OWED BY X OR ANY
AFFILIATE OF X TO Y. X WILL GIVE NOTICE TO THE OTHER PARTY OF ANY
SET-OFF EFFECTED UNDER THIS SECTION 6(f).

FOR THIS PURPOSE ANY RELEVANT SUM OR OBLIGATION MAY BE
CONVERTED BY X INTO THE CURRENCY IN WHICH ANOTHER IS
DENOMINATED AT THE RATE OF EXCHANGE AT WHICH SUCH PARTY WOULD
BE ABLE, ACTING IN A REASONABLE MANNER AND IN GOOD FAITH, TO
PURCHASE THE RELEVANT AMOUNT OF SUCH CURRENCY.

IF AN OBLIGATION IS UNASCERTAINED, X MAY IN GOOD FAITH ESTIMATE
THAT OBLIGATION AND SET-OFF IN RESPECT OF THE ESTIMATE, SUBJECT
TO THE RELEVANT PARTY ACCOUNTING TO THE OTHER WHEN THE
OBLIGATION IS ASCERTAINED.

NOTHING IN THIS SECTION 6(f) SHALL BE EFFECTIVE TO CREATE A
CHARGE OR OTHER SECURITY INTEREST. THIS SECTION 6(f) SHALL BE
WITHOUT PREJUDICE AND IN ADDITION TO ANY RIGHT OF SET-OFF,
COMBINATION OR ACCOUNTS, LIEN OR OTHER RIGHT TO WHICH ANY PARTY
IS AT ANY TIMES OTHERWISE ENTITLED (WHETHER BY OPERATION OF
LAW, CONTRACT OR OTHERWISE)."

SEVERA-
BILITY ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED OR
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY
WITHOUT VALIDATING THE REMAINING PROVISIONS HEREOF OF AFFECTING THE
VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.

CREDIT
AGREE-
MENT REFERENCE IS MADE TO THE JANUARY 17, 1997 LOAN AGREEMENT AMONG
MINERAL RIDGE RESOURCES, INC. AND DRESDNER BANK AG NEW YORK YORK BRANCH
(THE "CREDIT AGREEMENT"). EACH COVENANT, REPRESENTATION OR WARRANTY,
AS THE CASE MAY BE, MADE IN THE CREDIT AGREEMENT IS HEREBY INCORPORATED

-26-

<PAGE>

INTO THIS AGREEMENT WITHOUT AMENDMENT, WAIVER OR ALTERATION OF ANY
KIND, AND SHALL CONTINUE IN FULL FORCE AND EFFECT WITHOUT REGARD TO
AMENDMENT OR TERMINATION OF THE CREDIT AGREEMENT, AND IT SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THIS AGREEMENT IF THERE SHALL
OCCUR ANY EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT. THE CREDIT
AGREEMENT MAKES REFERENCE TO A SWAP AGREEMENT, AN INTEREST RATE
PROTECTION AGREEMENT, AN INTEREST RATE AND CURRENCY EXCHANGE OR
SIMILAR HEDGING AGREEMENTS (THE "PROTECTED AGREEMENT"), AND EACH SUCH
PROTECTED AGREEMENT SHALL BE ENTITLED TO THE BENEFITS OF THE
COLLATERAL AGREEMENTS DELIVERED IN CONNECTION WITH THE CREDIT
AGREEMENT.

INDE-
PENDENT
DECISION BY ENTERING INTO A TRANSACTION HEREUNDER, EACH PARTY WILL BE DEEMED
TO REPRESENT TO THE OTHER THAT IT IS ENTERING INTO THE TRANSACTION
AS PRINCIPAL, THAT IT IS DOING SO IN RELIANCE ON ITS OWN INDEPENDENT
AND INFORMED ANALYSIS OF THE RISKS INVOLVED IN THE TRANSACTION AND
ITS SUITABILITY FOR THAT PARTY IN LIGHT OF THAT PARTY'S OBJECTIVES
AND EXPERIENCE WITH TRANSACTIONS OF THE SAME KIND OR INVOLVING THE
SAME KINDS OF RISKS, WITHOUT RELIANCE ON ANY ADVICE OF THE OTHER
PARTY HERETO, AND THAT IT HAS CONDUCTED ITS OWN, INDEPENDENT REVIEW
OF THE TRANSACTION'S CONSISTENCY WITH THAT PARTY'S POLICIES
REGARDING TRANSACTIONS OF THE KIND AND ANY LIMITATIONS (REGULATORY
OR OTHER) THAT MAY APPLY TO THAT PARTY'S USE OF SUCH TRANSACTIONS.

Part 6. INTENTIONALLY BLANK

Part 7. INTENTIONALLY BLANK

Part 8. COMMODITY TRANSACTIONS

(a) COMMODITY DEFINITIONS. EACH TRANSACTION (AS "COMMODITY
TRANSACTION") WHICH IS DESIGNATED ON THE RELEVANT CONFIRMATION AS A
COMMODITY SWAP, COMMODITY OPTION, COMMODITY SWAPTION OR COMMODITY
CAP, COLLAR OR FLOOR, OR WHICH BY ITS TERMS CONTEMPLATES THE
PHYSICAL DELIVERY OF A COMMODITY (OTHER THAN ANY CURRENCY OR
CURRENCY UNIT), AND THE AGREEMENT AND EACH CONFIRMATION WITH RESPECT
TO A COMMODITY TRANSACTION, ARE SUBJECT TO, IN ADDITION TO THE
DEFINITIONS, THE 1993 COMMODITY DERIVATIVES DEFINITIONS, AS
PUBLISHED BY THE INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION,
INC (THE "COMMODITY DEFINITIONS"), AND EACH COMMODITY TRANSACTION
AND EACH CONFIRMATION WITH RESPECT THERETO SHALL, IN ADDITION TO THE
DEFINITIONS, BE GOVERNED IN ALL RESPECTS BY THE PROVISIONS SET FORTH
IN THE COMMODITY DEFINITIONS. IN THE EVENT OF ANY INCONSISTENCY OR
CONFLICT BETWEEN THE COMMODITY DEFINITIONS AND THE DEFINITIONS, THE
COMMODITY DEFINITIONS SHALL PREVAIL WITH RESPECT TO ALL COMMODITY
TRANSACTIONS. THE PROVISIONS OF THE COMMODITY DEFINITIONS ARE
INCORPORATED BY REFERENCE IN, AND MADE PART OF, THIS AGREEMENT AND
EACH CONFIRMATION WITH RESPECT TO A COMMODITY TRANSACTIONS AS IF SET
FORTH IN FULL IN THIS AGREEMENT AND EACH SUCH CONFIRMATION. IN THE
EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF ANY
CONFIRMATION WITH RESPECT TO A COMMODITY TRANSACTION AND THE
AGREEMENT OR THE COMMODITY DEFINITIONS, SUCH CONFIRMATION SHALL
PREVAIL FOR THE PURPOSE OF THE RELEVANT COMMODITY TRANSACTION.

(b) PAYMENT AND DELIVERY. SECTION 2 OF THIS AGREEMENT IS AMENDED AS
FOLLOWS:

(i) SECTION 2(b) OF THIS AGREEMENT IS AMENDED BY ADDING THE
FOLLOWING SENTENCE TO THE END OF SUCH SECTION;

"NOTWITHSTANDING THE FOREGOING, NEITHER PARTY MAY CHANGE ITS
INSTRUCTIONS FOR DELIVERY OF ANY COMMODITY TRANSACTION WITH
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY."

(ii) SECTION 2(c) OF THIS AGREEMENT IS AMENDED BY:

(1) THE ADDITION OF "OR DELIVERABLE" AFTER "PAYABLE" IN
LINES 1, 6, 8, 10 AND 11;

(2) THE ADDITION OF THE WORDS "OR, IN THE CASE OF DELIVERY OF
THE SAME COMMODITY" AFTER "IN THE SAME CURRENCY" IN LINES
2 AND 10; AND

(3) THE ADDITION OF "OR DELIVERY" AFTER "PAYMENT" IN LINE
4.

-27-

<PAGE>

(iii) SECTION 2(3) OF THIS AGREEMENT IS AMENDED BY:

(1) THE ADDITION OF "OR DELIVERY" AFTER "PAYMENT" IN LINES
3, 5 AND 6;

(2) THE ADDITIONAL OF THE WORDS "(SUCH OVERDUE AMOUNT BEING,
IN THE CASE OF A DELIVERY OBLIGATION, THE U.S. DOLLAR
EQUIVALENT, AS DETERMINED BY THE NON-DEFAULTING PARTY IN
ITS SOLE DISCRETION, OR THE RELEVANT AMOUNT OF THE
COMMODITY TO WHICH SUCH DELIVERY RELATES)" AFTER "ON THE
OVERDUE ACCOUNT" ON LINE 4;

(3) THE ADDITIONAL OF THE WORDS "OR, IN THE CASE OF A
DELIVERY, IN U.S. DOLLARS" AFTER "AS SUCH OVERDUE AMOUNT"
IN LINE 5; AND

(4) THE DELETION OF THE FINAL SENTENCE.

(iv) THE FOLLOWING PROVISIONS SHALL BE INCLUDED AT SECTION 2 (f) OF
THIS AGREEMENT:

"(f) ADDITIONAL TAXES. WITHOUT AFFECTING THE PROVISIONS OF
SECTION 2(d), UNLESS OTHERWISE SPECIFIED IN THE RELEVANT
CONFIRMATION, NEITHER PARTY SHALL HAVE ANY OBLIGATION TO
MAKE ANY PAYMENT OR DELIVERY TO THE OTHER PARTY IN RESPECT
OF ANY ADDITIONAL TAX (WHICH FOR THE AVOIDANCE OF DOUBT
INCLUDES VALUE ADDED TAX IN THE UNITED KINGDOM) WITH
RESPECT TO A COMMODITY TRANSACTION CONTEMPLATING PHYSICAL
DELIVERY OF A COMMODITY, WHETHER SUCH ADDITIONAL TAX IS
IMPOSED ON THE DELIVERER, THE DELIVEREE, THE PAYOR OR THE
PAYEE."

(i) EACH PARTY REPRESENTS TO THE OTHER THAT

(A) IT IS AN "ELIGIBLE SWAP PARTICIPANT" AS THAT TERM IS
DEFINED IN 17 C.F.R. S35.1(b)(2),

(B) IT HAS ENTERED INTO THIS AGREEMENT AND EACH COMMODITY
TRANSACTION IN CONJUNCTION WITH ITS LINE OF BUSINESS
(WHICH MAY INCLUDE FINANCIAL INTERMEDIATION SERVICES) OR
THE FINANCING OF ITS BUSINESS, AND

(C) THE MATERIAL TERMS OF THIS AGREEMENT AND EACH COMMODITY
TRANSACTION HAVE BEEN AND WILL BE INDIVIDUALLY TAILORED
AND NEGOTIATED, AND THE CREDITWORTHINESS OF THE OTHER
PARTY WAS OR WILL BE A MATERIAL CONSIDERATION INTO ITS
ENTERING INTO THIS AGREEMENT AND ANY SUCH COMMODITY
TRANSACTION;

(ii) EACH PARTY REPRESENTS TO THE OTHER PARTY THAT, AT THE TIME OF
THE DELIVERY OF ANY COMMODITY TO THE OTHER PARTY PURSUANT TO A
COMMODITY TRANSACTION CONTEMPLATING PHYSICAL DELIVERY OF A
COMMODITY, IT POSSESSES FULL LEGAL AND BENEFICIAL TITLE THERETO
AND IT IS DELIVERING THE SAME FREE AND CLEAR OF ANY LINE,
CLAIM, ENCUMBRANCE OR SECURITY INTEREST OF ANY KIND WHATSOEVER;

(iii) SOLELY WITH RESPECT TO PARTY B, THAT IT IS A PRODUCER,
PROCESSOR, OR COMMERCIAL USER OF, OR A MERCHANT HANDLING, THE
COMMODITY WHICH IS THE SUBJECT OF ANY COMMODITY TRANSACTION
CONSISTING OF A COMMODITY OPTION, OR THE PRODUCTS OR
BY-PRODUCTS THEREOF, AND THAT IT IS ENTERING INTO ANY SUCH
COMMODITY TRANSACTION SOLELY FOR PURPOSES RELATED TO ITS
BUSINESS AS SUCH; AND

(iv) SOLELY WITH RESPECT TO PARTY A, THAT IT SHALL ALWAYS BE THE
OFFEROR OF SUCH COMMODITY TRANSACTION CONSISTING OF A COMMODITY
OPTION, AND THAT PARTY A OFFERED TO ENTER INTO THIS AGREEMENT
WITH PARTY B AND INITIATED THEIR TRADING RELATIONSHIP.

(d) EXPENSES. SECTION 11 OF THIS AGREEMENT IS AMENDED BY ADDITION OF
THE FOLLOWING AT THE END OF THAT SECTION:

"IN ADDITION, IF A PARTY OBLIGED TO MAKE A DELIVERY OF A COMMODITY
("X") IS UNABLE TO MAKE SUCH DELIVERY DUE TOT THE FAILURE OF
THE OTHER PARTY ("Y") TO TAKE OR PROVIDE FOR THE TAKING OF
DELIVERY OF THAT COMMODITY WHEN

-28-

<PAGE>

SUCH DELIVERY IS DUE, THAT Y SHALL, ON DEMAND OF X, INDEMNIFY AND HOLD
HARMLESS X FOR AND AGAINST ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY X BY REASON OF Y'S FAILURE."

(e) DEFINITIONS. SECTION 14 OF THIS AGREEMENT IS AMENDED AS FOLLOWS:

(i) THE DEFINITION OF "LOCAL BUSINESS DAY" SHALL BE AMENDED BY THE
ADDITION OF THE FOLLOWING AT THE END THEREOF:

"NOTWITHSTANDING THE FOREGOING, LOCAL BUSINESS DAY SHALL MEAN,
IN RELATION TO ANY DELIVERY, A DAY ON WHICH THE RELEVANT
COMMODITY IS CAPABLE OF DELIVERY IN THE RELEVANT PHYSICAL
MARKET."

(ii) THE DEFINITION OF "TAX" IS AMENDED BY THE ADDITION OF "OR
DELIVERY" AND "OF ANY PAYMENT."

(f) ADDITIONAL DEFINITIONS. THE FOLLOWING ADDITIONAL DEFINITIONS SHALL
APPLY WITH RESPECT TO ANY COMMODITY TRANSACTION CONTEMPLATING PHYSICAL
DELIVERY OF A COMMODITY:

"FORWARD PRICE", "QUANTITY" AND "SETTLEMENT TERMS" SHALL HAVE THE
MEANINGS SPECIFIED IN EACH CONFIRMATION.

"BUYER" SHALL MEAN, IN RESPECT OF A FORWARD, THE PARTY SPECIFIED AS
SUCH IN THE RELEVANT CONFIRMATION, BEING THE PARTY WHICH HAS AGREED
TO PURCHASE THE QUANTITY OF THE COMMODITY AT THE FORWARD PRICE.

"FORWARD" MEANS ANY COMMODITY TRANSACTION IDENTIFIED AS A FORWARD IN
THE RELEVANT CONFIRMATION.

"SELLER' SHALL MEAN, IN RESPECT OF A FORWARD, THE PARTY SPECIFIED AS
SUCH IN THE RELEVANT CONFIRMATION, BEING THE PARTY WHICH HAS AGREED
TO SELL THE QUANTITY OF THE COMMODITY AT THE FORWARD PRICE.

(g) AMENDMENTS TO THE COMMODITY DEFINITIONS. THE COMMODITY DEFINITIONS
ARE AMENDED AS FOLLOWS:

(i) THE DEFINITION OF "DELIVERY DATE" IN SECTION 7.2(c)(iii) OF
THE COMMODITY DEFINITIONS IS HEREBY AMENDED BY (1) ADDING
"(I)" BETWEEN "MEANS" AND "IN RESPECT OF" IN LINE 1; AND
(2) ADDING THE FOLLOWING TO THE END OF THAT SECTION 7.2(c)
(iii): "OR", (II) IN RESPECT OF A TRANSACTION WHICH BY ITS
TERMS CONTEMPLATES PHYSICAL DELIVERY OF A COMMODITY, EACH DATE
SPECIFIED AS SUCH IN THE RELEVANT CONFIRMATION."

(ii) THE DEFINITIONS OF "CALL" AND "PUT" IN SECTION 8.3 OF THE
COMMODITY DEFINITIONS ARE HEREBY AMENDED BY INSERTING THE WORDS
"OR THE QUANTITY, AS THE CASE MAY BE," AFTER THE WORDS "CASH
SETTLEMENT AMOUNT".

(iii) THE DEFINITION OF "PREMIUM PER UNIT" IN SECTION 8.6(b) OF
THE COMMODITY DEFINITIONS IS HEREBY AMENDED BY INSERTING HE
WORDS "OR THE QUANTITY, AS THE CASE MAY BE," AFTER THE WORDS
"NATIONAL QUANTITY".

(h) DISRUPTIONS:

(i) THE FOLLOWING MARKET DISRUPTION EVENTS SPECIFIED IN THE
COMMODITY DEFINITIONS SHALL BE APPLICABLE TO ALL COMMODITY
TRANSACTIONS:

(1) PRICE SOURCE DISRUPTION;
(2) TRADING SUSPENSION;
(3) DISAPPEARANCE OF COMMODITY REFERENCE PRICE;
(4) MATERIAL CHANGE IN FORMULA;
(5) MATERIAL CHANGE IN CONTENT; AND
(6) TRADING LIMITATION.

(ii) THE FOLLOWING DISRUPTION FALLBACKS SPECIFIED IN THE COMMODITY
DEFINITIONS SHALL BE APPLICABLE TO ALL COMMODITY TRANSACTIONS:

-29-

<PAGE>

(1) FALLBACK REFERENCE PRICE;
(2) NEGOTIATED FALLBACK;
(3) POSTPONEMENT (FOR THE PURPOSES OF SUCH DISRUPTION
FALLBACK; "MAXIMUM DAYS OF DISRUPTION" SHALL MEANS THREE
COMMODITY BUSINESS DAYS); AND
(4) CALCULATION AGENT DETERMINATION;

(iii) UNLESS OTHERWISE SPECIFIED IN THE RELEVANT CONFIRMATION,
WHERE PHYSICAL DELIVERY OF ANY COMMODITY IS CONTEMPLATED BY THE
TERMS OF THE RELEVANT COMMODITY TRANSACTION AND A SCHEDULED
DELIVERY DATE AND A SCHEDULED PAYMENT DATE WOULD FALL ON THE
SAME DATE, BUT FOR THE FACT THAT (1) THE RELEVANT PHYSICAL
MARKET IS NOT OPERATING, OR (2) A MARKET DISRUPTION EVENT HAS
OCCURRED, THEN SUCH DELIVERY DATE AND PAYMENT DATE SHALL BE
ADJUSTED TO FALL ON THE NEXT BUSINESS DAY ON WHICH (X) THE
RELEVANT PHYSICAL MARKET IS OPERATING; AND (Y) IF APPLICABLE,
AN ADJUSTMENT HAS BEEN MADE TO TAKE ACCOUNT OF THE MARKET
DISRUPTION EVENT IN ACCORDANCE WITH THIS AGREEMENT.

(i) REFERENCES DEEMED INCLUDED. SUBJECT TO THE SPECIFIED
AMENDMENTS SET OUT HEREIN AND TO THE EXTENT THAT THE CONTEXT
DOES NOT OTHERWISE REQUIRE, ALL OTHER REFERENCES (IF ANY) TO
"PAYMENT", "PAYMENTS", "PAY", "PAID" AND "PAYABLE"
SHALL BE DEEMED TO INCLUDE REFERENCES TO "DELIVERY",
"DELIVERIES", "DELIVER", "DELIVERED" AND "DELIVERABLE",
RESPECTIVELY.

NO JURY
TRIAL PARTY A AND PARTY B HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT
TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY

Confirmed as of the date first written:

DRESDNER BANK AG, NEW YORK BRANCH MINERAL RIDGE RESOURCES INC.

(signed) (signed) / Vice President
- --------------------------------- -----------------------------
Name: P. Douglas Sherrod Name:
Title: Vice President Title:

(signed)
- ---------------------------------
Name: Wayne Colquhour
Title: Vice President

-30-

<PAGE>

(BILATERAL FORM) (ISDA AGREEMENTS SUBJECT TO NEW YORK LAW ONLY)

ISDA-Registered Trademark-

International Swap Dealers Association, Inc.

CREDIT SUPPORT ANNEX

TO THE SCHEDULE TO THE

MASTER AGREEMENT

dated as of OCTOBER 4, 1996.

between

DRESDNER BANK AG
NEW YORK BRANCH and MINERAL RIDGE RESOURCES INC.
- ---------------------------- --------------------------------------------
("Party A") ("Party B")

This Annex supplements, forms pan of, and is subject to, the above-referenced
Agreement, is pan of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows:--

Paragraph 1. Interpretation

(a) DEFINITIONS AND INCONSISTENCY. Capitalized terms not otherwise defined
herein or elsewhere in this Agreement have the meanings specified pursuant to
Paragraph 12, and all references in this Annex to Paragraphs are to
Paragraphs of this Annex. In the event of any inconsistency between this
Annex and the other provisions of this Schedule, this Annex will prevail, and
in the event of any inconsistency between Paragraph 13 and the other
provisions of this Annex, Paragraph 13 will prevail.

(b) SECURED PARTY AND PLEDGOR. All references in this Annex to the "Secured
Party" will be either party when acting in that capacity and all
corresponding references to the "Pledgor" will be to the other party when
acting in that capacity; PROVIDED, HOWEVER, that if Other Posted Support is
held by a party to this Annex, all references herein to that party as the
Secured Party with respect to that Other Posted Support will be to that party
as the beneficiary thereof and will not subject that support or that party as
the beneficiary thereof to provisions of law generally relating to security
interests and secured parties.

PARAGRAPH 2. SECURITY INTEREST

Each party, as the Pledgor, hereby pledges to the other party, as the Secured
Party, as security for its Obligations. and grants to the Secured Party a
first priority continuing security interest in, lien on and right of Set-off
against all Posted Collateral Transferred to or received by the Secured Party
hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted
Collateral, the security interest and lien granted hereunder on that Posted
Collateral will be released immediately and. to the extent possible, without
any further action by either party.

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PARAGRAPH 3. CREDIT SUPPORT OBLIGATIONS

(a) DELIVERY Amount. Subject to Paragraphs 4 and 5. upon a DEMAND made by
the Secured Party on or promptly following a Valuation Date, if the Delivery
Amount for that Valuation Date equals or exceeds the Pledgor's Minimum
Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible
Credit Support having a Value as of the date of Transfer at least equal to
the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless
otherwise specified in Paragraph 13, the "DELIVERY AMOUNT" applicable to
the Pledgor for any Valuation Date will equal the amount by which:

(i) the Credit Support Amount

exceeds

(ii) the Value as of that Valuation Date of all Posted Credit
Support held by the Secured Party.

(b) RETURN AMOUNT. Subject to Paragraphs 4 and 5. upon a demand made by the
Pledgor on or promptly following a Valuation Date, if the Return Amount for
that Valuation Dale equals or exceeds the Secured Party's Minimum Transfer
Amount, then the Secured Party will Transfer to the Pledgor Posted Credit
Support specified by the Pledgor in that demand having a Value as of the date
of Transfer as close as practicable to the applicable Return Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
"RETURN AMOUNT" applicable to the Secured Party for any Valuation Date will
equal the amount by which:

(i) the Value as of that Valuation Date of all Posted Credit
Support held by the Secured Party

exceeds

(ii) the Credit Support Amount.

"CREDIT SUPPORT AMOUNT" means, unless otherwise specified in Paragraph 13.
for any Valuation Date (i) the Secured Party's Exposure for that Valuation
Date plus (ii) the aggregate of all Independent Amounts applicable to the
Pledgor, if any, minus (iii) all Independent Amounts applicable to the
Secured Party, if any, minus (iv) the Pledgor's Threshold; PROVIDED,
HOWEVER, that the Credit Support Amount will be deemed to be zero whenever
the calculation of Credit Support Amount yields a number less than zero.

PARAGRAPH 4. CONDITIONS PRECEDENT, TRANSFER TIMING, CALCULATIONS AND
SUBSTITUTIONS

(a) CONDITIONS PRECEDENT. Each Transfer obligation of the Pledgor under
Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5
and 6(d) is subject to the conditions precedent that:

(i) no Event of Default. Potential Event of Default or Specified
Condition has occurred and is continuing with respect to the
other party; and

(ii) no Early Termination Date for which any unsatisfied payment
obligations exist has occurred or been designated as the result
of an Event of Default or Specified Condition with respect to
the other party.

(b) TRANSFER TIMING. Subject to Paragraphs 4(a) and 5 and unless
otherwise specified, if a demand for the Transfer of Eligible Credit Support
or Posted Credit Support is made by the Notification Time, then the relevant
Transfer will be made not later than the close of business on the next Local
Business Day; if a demand is made after the Notification Time, then the
relevant Transfer will be made not later than the close of business on the
second Local Business Day thereafter.

(c) CALCULATIONS. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the
Valuation Time. The Valuation Agent will notify each party (or the other
party, if the

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Valuation Agent is a party) of its calculations not later than the
Notification Time on the Local Business Day following the applicable
Valuation Date (or in the case of Paragraph 6(d). following the date of
calculation).

(d) SUBSTITUTIONS.

(i) Unless otherwise specified in Paragraph 13, upon notice to the
Secured Party specifying the items of Posted Credit Support to
be exchanged, the Pledgor may, on any Local Business Day,
Transfer to the Secured Party substitute Eligible Credit
Support (the "Substitute Credit Support"); and

(ii) subject to Paragraph 4(a), the Secured Party will Transfer to
the Pledgor the items of Posted Credit Support specified by the
Pledgor in its notice not later than the Local Business Day
following the date on which the Secured Party receives the
Substitute Credit Support, unless otherwise specified in
Paragraph 13 (the "Substitution Date"); PROVIDED that the
Secured Party will only be obligated to Transfer Posted Credit
Support with a Value as of the date of Transfer of that Posted
Credit Support equal to the Value as of that date of the
Substitute Credit Support.

PARAGRAPH 5. DISPUTE RESOLUTION

If a party (a "Disputing Party") disputes (I) the Valuation Agent's
calculation of a Delivery Amount or a Return Amount or (II) the Value of any
Transfer of Eligible Credit Support or Posted Credit Support, then (1) the
Disputing Party will notify the other party and the Valuation Agent (if the
Valuation Agent is not the other party) not later than the close of business
on the Local Business Day following (X) the date that the demand is made
under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the
case of (II) above, (2) subject to Paragraph 4(a), the appropriate party
will Transfer the undisputed amount to the other party not later than the
close of business on the Local Business Day following (X) the date that the
demand is made under Paragraph 3 in the case of (I) above or (Y) the date of
Transfer in the case of (II) above, (3) the parties will consult with each
other in an attempt to resolve the dispute and (4) if they fail to resolve
the dispute by the Resolution Time, then:

(i) In the case of a dispute involving a Delivery Amount or Return
Amount, unless otherwise specified in Paragraph 13, the
Valuation Agent will recalculate the Exposure and the Value as
of the Recalculation Date by:

(A) utilizing any calculations of Exposure for the
Transactions (or Swap Transactions) that the parties have
agreed are not in dispute;

(B) calculating the Exposure for the Transactions (or Swap
Transactions) in dispute by seeking four actual quotations
at mid-market from Reference Market-makers for purposes of
calculating Market Quotation, and taking the arithmetic
average of those obtained; PROVIDED that if four
quotations are not available for a particular Transaction
(or Swap Transaction), then fewer than four quotations may
be used for that Transaction (or Swap Transaction); and if
no quotations are available for a particular Transaction
(or Swap Transaction), then the Valuation Agent's original
calculations will be used for that Transaction (or Swap
Transaction);and

(ii) In the case of a dispute involving the Value of any Transfer of
Eligible Credit Support or Posted Credit Support, the Valuation
Agent will recalculate the Value as of the date of Transfer
pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent
will notify each party (or the other party, if the Valuation Agent is a
party) not later than the Notification Time on the Local Business Day
following the Resolution

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Time. The appropriate party will. upon demand following that notice by the
Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

PARAGRAPH 6. HOLDING AND USING POSTED COLLATERAL

(a) CARE OF POSTED COLLATERAL. Without limiting the Secured Party's rights
under Paragraph 6(c), the Secured Party will exercise reasonable care to
assure the cafe custody of all Posted Collateral to the extent required by
applicable law, and in any event the Secured Party will be deemed to have
exercised reasonable care if it exercises at least the same degree of care as
it would exercise with respect to its own property. Except as specified in
the preceding sentence, the Secured Party will have no duty with respect to
Posted Collateral, including, without limitation, any duty to collect any
Distributions, or enforce or preserve any rights pertaining hereto.

(b) ELIGIBILITY to HOLD POSTED COLLATERAL; CUSTODIANS.

(i) GENERAL. Subject to the satisfaction of any conditions
specified in Paragraph 13 for holding Posted Collateral, the
Secured Party will be entitled to hold Posted Collateral or to
appoint an agent (a "Custodian") to hold Posted Collateral for
the Secured Party. Upon notice by the Secured Party to the
Pledgor of the appointment of a Custodian, the Pledgor's
obligations to make any Transfer will be discharged by making
the Transfer to that Custodian. The holding of Posted
Collateral by a Custodian will be deemed to be the holding of
that Posted Collateral by the Secured Party for which the
Custodian is acting.

(ii) FAILURE TO SATISFY CONDITIONS. If the Secured Party or its
Custodian fails to satisfy any conditions for holding Posted
Collateral, then upon a demand made by the Pledgor, the Secured
Party will, not later than Five Local Business Days after the
demand, Transfer or cause its Custodian to Transfer all Posted
Collateral held by it to a Custodian that satisfies those
conditions or to the Secured Party if it satisfies those
conditions.

(iii)LIABILITY. The Secured Party will be liable for the acts
or omissions of its Custodian to the same extent that the
Secured Party would be liable hereunder for its own acts or
omissions.

(c) USE OF POSTED COLLATERAL Unless OTHERWISE specified in Paragraph 13 and
without limiting the rights and obligations of the parties under Paragraphs
3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party
or an Affected Party with respect to a Specified Condition and no Early
Termination Date has occurred or been designated as the result of an Event of
Default or Specified Condition with respect to the Secured Party, then the
Secured Party will, notwithstanding Section 9-207 of the New York Uniform
Commercial Code, have the right to

(i) sell, pledge, rehypothecate, assign, invest, use, commingle or
otherwise dispose of, or otherwise use in its business any
Posted Collateral it holds, free from any claim or right of any
nature whatsoever of the Pledgor, including any equity or right
of redemption by the Pledgor; and

(ii) register any Posted Collateral in the name of the Secured
Party, its Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted
Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies
authorized under this Agreement, the Secured Party will be deemed to continue
to hold all Posted Collateral and to receive Distributions made thereon,
regardless of whether the Secured Party has exercised any rights with respect
to any Posted Collateral pursuant to (i) or (ii) above.

(d) DISTRIBUTIONS AND INTEREST AMOUNT.

(i) DISTRIBUTIONS. Subject to Paragraph 4(a), if the Secured Party
receives or is deemed to receive Distributions on a Local
Business Day, it will Transfer to the Pledgor not later than
the following Local Business Day any Distributions it receives
or is deemed to receive to the extent that a Delivery

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Amount would not be created or increased by that Transfer, as
calculated by the Valuation Agent (and the date of calculation
will be deemed to be a Valuation Date for this purpose).

(ii) INTEREST AMOUNT. Unless otherwise specified in Paragraph 13
and subject to Paragraph 4(a), in lieu of any interest,
dividends or other amounts paid or deemed to have been paid
with respect to Posted Collateral in the form of Cash (all of
which may be retained by the Secured Party), the Secured Party
will Transfer to the Pledgor at the times specified in
Paragraph 13 the Interest Amount to the extent that a Delivery
Amount would not be created or increased by that Transfer, as
calculated by the Valuation Agent (and the date of calculation
will be deemed to be a Valuation Date for this purpose). The
Interest Amount or portion thereof not Transferred pursuant to
this Paragraph will constitute Posted Collateral in the form of
Cash and will be subject to the security interest granted under
Paragraph 2.

PARAGRAPH 7. EVENTS OF DEFAULT

For purposes of Section 5(a)(iii)(l) of this Agreement, an Event of Default will
exist with respect to a party if:

(i) that party fails (or fails to cause its Custodian) to make,
when due, any Transfer of Eligible Collateral, Posted
Collateral or the Interest Amount, as applicable, required to
be made by it and that failure continues for two Local Business
Days alter notice of that failure is given to that party;

(ii) that party fails to comply with any restriction or prohibition
specified in this Annex with respect to any of the rights
specified in Paragraph 6(c) and that failure continues for five
Local Business Days after notice of that failure is given to
that party; or

(iii)that party fails to comply with or perform any agreement
or obligation other than those specified in Paragraphs 7(i) and
7(ii) and that failure continues for 30 days after notice of
that failure is given to that party.

PARAGRAPH 8. CERTAIN RIGHTS AND REMEDIES

(a) SECURED PARTY'S RIGHTS AND REMEDIES. If at any time (1) an Event of
Default or Specified Condition with respect to the Pledgor has occurred and
is continuing or (2) an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with
respect to the Pledgor, then, unless the Pledgor has paid in full all of its
Obligations that are then due, the Secured Party may exercise one or more of
the following rights and remedies:

(i) all rights and remedies available to a secured party under
applicable law with respect to Posted Collateral held by the
Secured Party;

(ii) any other rights and remedies available to the Secured Party
under the terms of Other Posted Support. if any;

(iii)the right to Set-off any amounts payable by the Pledgor
with respect to any Obligations against any Posted Collateral
or the Cash equivalent of any Posted Collateral held by the
Secured Party (or any obligation of the Secured Party to
Transfer that Posted Collateral); and

(iv) the right to liquidate any Posted Collateral held by the
Secured Party through one or more public or private sales or
other dispositions with such notice, if any, as may be required
under applicable law, free from any claim or right of any
nature what so ever of the Pledgor, including any equity or
right of redemption by the Pledgor (with the Secured Party
having the right to purchase any or all of the Posted
Collateral to be sold) and to apply the proceeds (or the Cash
equivalent thereof) from the liquidation of the Posted
Collateral to any amounts payable by the-Pledgor with respect
to any Obligations in that order as the Secured Party may
elect.

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<PAGE>

Each party acknowledges and agrees that Posted Collateral in the form of
securities may decline speedily in value and is of a type customarily sold on
a recognized market, and, accordingly, the Pledgor is not entitled to prior
notice of any sale of that Posted Collateral by the Secured Party, except any
notice that is required under applicable law and cannot be waived.

(b) PLEDGOR'S RIGHTS AND REMEDIES. If at any time an Early Termination Date
has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then (except in the
case of an Early Termination Data relating to less than all Transactions (or
Swap Transactions) where the Secured Party has paid in full all of its
obligations that are then due under Section 6(e) of this Agreement):

(i) the Pledgor may exercise all rights and remedies available to a
pledgor under applicable law with respect to Posted Collateral
held by the Secured Party;

(ii) the Pledgor may exercise any other rights and remedies
available to the Pledgor under the terms of Other Posted
Support, if any;

(iii) the Secured Party will be obligated immediately to
Transfer all Posted Collateral and the Interest Amount to the
Pledgor, and

(iv) to the extent that Posted Collateral or the Interest Amount is
not so Transferred pursuant to (iii) above, the Pledgor may:

(A) Set-off any amounts payable by the Pledgor with respect to
any Obligations against any Posted Collateral or the Cash
equivalent of any Posted Collateral held by the Secured
Party (or any obligation of the Secured Party to Transfer
that Posted Collateral); and

(B) to the extent that the Pledgor does not Set-off under
(iv)(A) above, withhold payment of any remaining amounts
payable by the Pledgor with respect to any Obligations, up
to the Value of any remaining Posted Collateral held by
the Secured Party, until that Posted Collateral is
Transferred to the Pledgor.

(c) DEFICIENCIES AND EXCESS PROCEEDS. The Secured Party will Transfer to the
Pledgor any proceeds and Posted Credit Support remaining after liquidation.
Set-off and/or application under Paragraphs 8(a) and 8(b) after
satisfaction in full of all amounts payable by the Pledgor with respect to
any Obligations; the Pledgor in all events will remain liable for any amounts
remaining unpaid after any liquidation. Set-off and/or application under
Paragraphs 8(a) and 8(b).

(d) FINAL RETURNS. When no amounts are or thereafter may become payable by
the Pledgor with respect to any Obligations (except for any potential
liability under Section 2(d) of this Agreement), the Secured Party will
Transfer to the Pledgor all Posted Credit Support and the interest Amount, if
any.

PARAGRAPH 9. REPRESENTATIONS

Each party represents to the other party (which representations will be
deemed to be repeated as of each date on which it, as the Pledgor, Transfers
Eligible Collateral) that:

(i) it has the power to grant a security interest in and lien on
any Eligible Collateral it Transfers as the Pledgor and has
taken all necessary actions to authorize the granting of that
security interest and lien;

(ii) it is the sole owner of or otherwise has the right to Transfer
all Eligible Collateral it Transfers to the Secured Party
hereunder, free and clear of any security interest, lien,
encumbrance or other restrictions other than the security
interest and lien granted under Paragraph 2;

(iii) upon the Transfer of any Eligible Collateral the Secured
Party under the terms of this Annex, the Secured Party will
have a valid and perfected first priority security interest
therein (assuming that any

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central clearing corporation or any third-party financial
intermediary or other entity not within the control of the Pledgor
involved in the Transfer of that Eligible Collateral gives the
notices and takes the action required of it under applicable law
for perfection of that interest); and

(iv) the performance by it of its obligations under this Annex will
not result in the creation of any security interest, lien or
other encumbrance on any Posted Collateral other than the
security interest and lien granted under Paragraph 2.

PARAGRAPH 10. EXPENSES

(a) GENERAL Except as otherwise provided in Paragraphs 10(b) and 10(c),
each party will pay its own costs and expenses in connection with performing
its obligations under this Annex and neither party will be liable for any
costs and expenses incurred by the other party in connection herewith.

(b) POSTED CREDIT SUPPORT. The Pledgor will promptly pay when due all taxes,
assessments or charges of any nature that are imposed with respect to Posted
Credit Support held by the Secured Party upon becoming aware of the same,
regardless of whether any portion of that Posted Credit Support is
subsequently disposed of under Paragraph 6(c), except for those taxes,
assessments and charges that result from the exercise of the Secured Party's
rights under Paragraph 6(c).

(c) LIQUIDATION/APPLICATION OF POSTED CREDIT SUPPORT. All reasonable costs
and expenses incurred by or on behalf of (he Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit
Support under Paragraph 8 will be payable, on demand and pursuant to the
Expenses Section of this Agreement, by the Defaulting Party or, if there is
no Defaulting Party, equally by the parties.

PARAGRAPH 11. MISCELLANEOUS

(a) DEFAULT INTEREST. A Secured Party that fails to make, when due, any
Transfer of Posted Collateral or the Interest Amount will be obligated to pay
the Pledgor (to the extent permitted under applicable law) an amount equal to
interest at the Default Rate multiplied by the Value of the items of property
that were required to be Transferred, from (and including) the date that
Posted Collateral or Interest Amount was required to be Transferred to (but
excluding) the date of Transfer of that Posted Collateral or Interest Amount.
This interest will be calculated on the basis of daily compounding and the
actual number of days elapsed.

(b) FURTHER ASSURANCES. Promptly following a demand made by a party, the
other party will execute, deliver, file and record any financing statement,
specific assignment or other document and lake any other action that may be
necessary or desirable and reasonably requested by that party to create,
preserve, perfect or validate any security interest or lien granted under
Paragraph 2, to enable that party to exercise or enforce its rights under
this Annex with respect to Posted Credit Support or an Interest Amount or to
effect or document a release of a security interest on Posted Collateral or
an Interest Amount.

(c) FURTHER PROTECTION. The Pledgor will promptly give notice to the Secured
Party of, and defend against. any suit, action, proceeding or lien that
involves Posted Credit Support Transferred by the Pledgor or that could
adversely affect the security interest and lien granted by it under Paragraph
2, unless that suit. action, proceeding or lien results from the exercise of
the Secured Party's rights under Paragraph 6(c).

(d) GOOD FAITH AND COMMERCIALLY REASONABLE MANNER. Performance of all
obligations under this Annex. including, but not limited to, all
calculations, valuations and determinations made by either party, will be
made in good faith and in a commercially reasonable manner.

(e) DEMANDS AND NOTICES. All demands and notices made by a party under this
Annex will be made as specified in the Notices Section of this Agreement,
except as otherwise provided in Paragraph 13.

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(f) SPECIFICATIONS OF CERTAIN MATTERS. Anything referred to in this Annex as
being specified in Paragraph 13 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

PARAGRAPH 12. DEFINITIONS

As used in this Annex:

"CASH" means the lawful currency of the United States of America.

"CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph 3.

"CUSTODIAN" has the meaning-specified in Paragraphs 6(b)(i) and 13.

"DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a).

"DISPUTING PARTY" has the meaning specified in Paragraph 5.

"DISTRIBUTIONS" means with respect to Posted Collateral other than Cash,
all principal, interest and other payments and distributions of cash or other
property with respect thereto, regardless of whether the Secured Party has
disposed of that Posted Collateral under Paragraph 6(c). Distributions will
not include any item of property acquired by the Secured Party upon any
disposition or liquidation of Posted Collateral or, with respect to any
Posted Collateral in the form of Cash, any distributions on that collateral,
unless otherwise specified herein.

"ELIGIBLE COLLATERAL" means, with respect to a party, the items, if any;
specified as such for that party in Paragraph 13.

"ELIGIBLE CREDIT SUPPORT" means Eligible Collateral and Other Eligible
Support.

"EXPOSURE" means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount,
if any, that would be payable to a party that is the Secured Party by the
other party (expressed as a positive number) or by a party that is the
Secured Party to the other party (expressed as a negative number) pursuant to
Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap
Transactions) were being terminated as of the relevant Valuation Time;
PROVIDED that Market Quotation will be determined by the Valuation Agent
using its estimates at mid-market of the amounts that would be paid for
Replacement Transactions (as that term is defined in the definition of
"Market Quotation").

"INDEPENDENT AMOUNT" means, with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"INTEREST AMOUNT" means, with respect to an Interest Period, the aggregate
sum of the amounts of interest calculated for each day in that Interest
Period on the principal amount of Posted Collateral in the form of Cash held
by the Secured Party on that day, determined by the Secured Party for each
such day as follows:

(x) the amount of that Cash on that day; multiplied by

(y) the Interest Rate in effect for that day; divided by

(z) 360.

"INTEREST PERIOD" means the period from (and including) the last Local
Business Day on which an interest Amount was Transferred (or, if no interest
Amount has yet been Transferred, the Local Business Day on which Posted
Collateral in the form of Cash was Transferred to or received by the Secured
Party) to (but excluding) the Local Business Day on which the current
Interest Amount is to be Transferred.

"INTEREST RATE" means the rate specified in Paragraph 13.

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"LOCAL BUSINESS DAY" unless otherwise specified in Paragraph 13, has the
meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a
Transfer under this Annex.

"MINIMUM TRANSFER AMOUNT" means, with respect to a party, the amount
specified as such for that party in Paragraph 13; if no amount is specified,
zero.

"NOTIFICATION TIME" has the meaning specified in Paragraph 13.

"OBLIGATIONS" means; with respect to a party, all present and future
obligations of that party under this Agreement and any additional obligations
specified for that party in Paragraph 13.

"OTHER POSTED SUPPORT" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"OTHER POSTED SUPPORT" means all Other Eligible Support Transferred to the
Secured Party that remains in effect for the benefit of that Secured Party.

"PLEDGOR" means either party, when that party (1) receives a demand for
or is required to Transfer Eligible Credit Support under Paragraph 3(a) or
(ii) has Transferred Eligible Credit Support under Paragraph 3(a).

"POSTED COLLATERAL" means all Eligible Collateral, other property.
Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by
the Secured Party under Paragraph 8. Any Interest Amount or portion thereof
not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted
Collateral in the form of Cash.

"POSTED CREDIT SUPPORT" means Posted Collateral and Other Posted Support.

"RECALCULATION DATE" means the Valuation Date that gives rise to the
dispute under Paragraph 5: PROVIDED, HOWEVER, that if a subsequent Valuation
Dale occurs under Paragraph 3 prior to the resolution of the dispute, then
the "Recalculation Date" means the most recent Valuation Date under
Paragraph 3.

"RESOLUTION TIME" has the meaning specified in Paragraph 13.

"RETURN AMOUNT" has the meaning specified in Paragraph 3(b).

"SECURED PARTY" means either party, when that party (i) makes a demand
for or is entitled to receive Eligible Credit Support under Paragraph 3(a)
or (ii) holds or is deemed to hold Posted Credit Support.

"SPECIFIED CONDITION" means, with respect to a party, any event specified
as such for that party in Paragraph 13.

"SUBSTITUTE CREDIT SUPPORT" has the meaning specified in Paragraph 4(d)(i).

"SUBSTITUTION DATE" has the meaning specified in Paragraph 4(d)(ii).

"THRESHOLD" means, with respect to a party, the amount specified as such
for that party .in Paragraph 13; if no amount is specified, zero.

"TRANSFER" means, with respect to any Eligible Credit Support. Posted
Credit Support or Interest Amount, and in accordance with the instructions of
the Secured Party, Pledgor or Custodian, as applicable:

(i) in the case of Cash, payment or delivery by wire transfer into
one or more bank accounts specified by the recipient;

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(ii) in the case of certificated-securities that cannot be paid or
delivered by book-entry. payment or delivery in appropriate
physical form to the recipient or its account accompanied by
any duly executed instruments of transfer, assignments in
blank, transfer tax stamps and any other documents necessary to
constitute a legally valid transfer to the recipient:

(iii) in the case of securities that can be paid or delivered by
book-entry, the giving of written instructions to the relevant
depository institution or other entity specified by the
recipient, together with a written copy thereof to the
recipient, sufficient if complied with to result in a legally
effective transfer of the relevant interest to the recipient;
and

(iv) in the case 6f Other Eligible Support or Other Posted Support,
as specified in Paragraph 13.

"VALUATION AGENT" has the meaning specified in Paragraph 13.

"VALUATION DATE" means each date specified in or otherwise determined
pursuant to Paragraph 13.

"VALUATION PERCENTAGE" means, for any item of Eligible Collateral, the
percentage specified in Paragraph 13.

"VALUATION TIME" has the meaning specified in Paragraph 13.

"VALUE" means for any Valuation Date or other date for which Value is
calculated and subject to Paragraph 5 in the case of a dispute, with respect
to:

(i) Eligible Collateral or Posted Collateral that is:

(A) Cash, the amount thereof; and

(B) a security, the bid price obtained by the Valuation Agent
multiplied by the applicable Valuation Percentage, if any.

(ii) Posted Collateral that consists of items that arc not specified
as Eligible Collateral, zero; and

(iii) Other Eligible Support and Other Posted Support, as
specified in Paragraph 13.

DRESDNER BANK AG, MINERAL RIDGE
NEW YORK BRANCH RESOURCES INC.

By: (s) P. Douglas Sherrod By: (s)
--------------------------- ---------------------------

Title: Vice President Title: Vice President
--------------------------- ---------------------------

By: (s) Wayde Colquhoun By: (s)
--------------------------- ---------------------------
Title: Vice President Title: President
--------------------------- ---------------------------

-40-

<PAGE>

Unilateral

PARAGRAPH 13. ELECTIONS AND VARIABLES

(a) SECURITY INTEREST FOR "OBLIGATIONS". The term "OBLIGATIONS" as used
in this Annex includes the following additional obligations:

With respect to Party A: NONE

With respect to Party B: NONE

(b) CREDIT SUPPORT OBLIGATIONS

(i) DELIVERY AMOUNT, RETURN AMOUNT AND CREDIT SUPPORT AMOUNT.

(A) :DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a),
unless otherwise specified here:
--------------------------------

(B) "RETURN AMOUNT" has the meaning specified in Paragraph 3(b),
unless otherwise specified here:
-------------------------------

(C) "CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph
3. unless otherwise specified here:
-------------------------------

(ii) ELIGIBLE COLLATERAL. The following items will qualify as
"ELIGIBLE COLLATERAL" for the Party B:

<TABLE>
<CAPTION>
Valuation
Percentage
<S> <C> <C>
(A) Cash 100%

(B) negotiable debt obligations issued by the U.S 95%
Treasury Department having an original
maturity at issuance of not more than
one year ("Treasury Bills")

(C) negotiable debt obligations issued by the U.S. 95%
Treasury Department having an original
maturity at issuance of more than one
year but not more than 10 years ("Treasury
Notes")

(d) negotiable debt obligations issued by the U.S. 95%
Treasury Department having an original
maturity at issuance of more than 10
years ("Treasury Bonds")
</TABLE>

(iii) OTHER ELIGIBLE SUPPORT. The following items will qualify
as "OTHER ELIGIBLE SUPPORT" for the party specified: NONE

(iv) THRESHOLDS.

-41-

<PAGE>

(A) "INDEPENDENT AMOUNT" for the Pledgor means $0.

(B) "THRESHOLD" for the Pledgor means $7,000,000.00

(D) ROUNDING. The Delivery Amount and the Return Amount will
be rounded up and down to the nearest integral multiple of
$50,000, respectively.

(i) "VALUATION AGENT" means, THE SECURED PARTY.

(ii) "VALUATION DATE" means: ANY LOCAL BUSINESS DAY WHICH, IF
TREATED AS A VALUATION DATE, WOULD RESULT IN A DELIVERY AMOUNT
OR RETURN AMOUNT.

(iii) "VALUATION TIME" means:

[ ] the close of business on the city of the Valuation
Agent on the Valuation Date or date of calculation, as
applicable;

[X] the close of business on the Local Business Day
before the Valuation Date or date of calculation, as
applicable;

PROVIDED that the calculations of Value and Exposure will be
made as of approximately the same time on the same date.

(iv) "NOTIFICATION TIME" means 1:00 p.m., New York time, on a Local
Business Day, unless otherwise specified here:

(d) CONDITIONS PRECEDENT AND SECURED PARTY'S RIGHTS AND REMEDIES. The
following Termination Event(s) will be a "SPECIFIED CONDITION" for the party
specified (that party being the Affected Party if the Termination Event occurs
with respect to that party):

Illegality
Tax Event
Tax Event Upon Merger
Credit Event Upon Merger
Additional Termination Event(s): NONE

(e) SUBSTITUTION.

(i) "SUBSTITUTION DATE" has the meaning specified in Paragraph
4(d)(ii). unless otherwise specified here:

--------------------------------------------------------------

(ii) CONSENT. If specified here as applicable, then the Pledgor
must obtain the Secured Party's consent for any substitution
pursuant to Paragraph 4(d): Applicable

(f) DISPUTE RESOLUTION.

(i) "RESOLUTION TIME" means 1:00 p.m., New York time, on the Local
Business Day following the dale on which the notice is given
that gives rise to a dispute under Paragraph 5, unless
otherwise specified here:

--------------------------------------------------------------

-42-

<PAGE>

(ii) VALUE. For the purpose of Paragraphs 5(i)(C) and 5(ii), the
Value of Posted Credit Support will be calculated as follows:

--------------------------------------------------------------

(iii) ALTERNATIVE. The provisions of Paragraph 5 will apply,
unless an alternative dispute resolution procedure is specified
here:

--------------------------------------------------------------

(g) HOLDING AND USING POSTED COLLATERAL.

(i) ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS. Party A
and its Custodian will be entitled to hold Posted Collateral
pursuant to Paragraph 6(b); PROVIDED that the following
conditions applicable to it are satisfied:

(1) The Secured Party: The Secured Party is not a Defaulting
Party.

(2) Posted Collateral may be held only in the following
jurisdictions:
--------------------------------------------

(3) ----------------------------------------------------------

Initially, the Custodian for the Secured Party is:

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c)
will apply.

(h) DISTRIBUTIONS AND INTEREST AMOUNT.

(i) INTEREST RATE. The "INTEREST RATE" will be:

(ii) TRANSFER OF INTEREST AMOUNT. The Transfer of the Interest
Amount will be made on the last Local Business Day of each
calendar month and on any Local Business Day that Posted
Collateral in the form of Cash is Transferred to the Pledgor
pursuant to Paragraph 3(b), unless otherwise specified here:

(iii) ALTERNATIVE TO INTEREST AMOUNT. The provisions of Paragraph
6(d)(ii) will apply, unless otherwise specified here:

(i) ADDITIONAL REPRESENTATIONS).

Pledgor represents to the secured party (which representations) will be deemed
to be repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

(i)
-------------------------------------------------------------------

(ii)
-------------------------------------------------------------------

(j) OTHER ELIGIBLE SUPPORT AND OTHER POSTED SUPPORT.

(i) "VALUE" with respect to Other Eligible Support and Other Posted
Support means:

-------------------------------------------------------------------

(ii) "TRANSFER" with respect to Other Eligible Support and Other
Posted Support means:

-------------------------------------------------------------------

(k) DEMANDS AND NOTICES.

-43-

<PAGE>

All demands, specifications and notices under this Annex will be made
pursuant to the Notices Section of this Agreement, unless otherwise specified
here NOTIFICATION MAY BE COMBINED WITH DEMAND FOR A DELIVERY AMOUNT

(1) ADDRESSES FOR TRANSFERS.

Party A: DRESDNER BANK AG NEW YORK BRANCH - METALS GROUP
75 WALL ST. NEW YORK, NY 10005 ATTN: P. DOUGLAS SHERROD
TELECOPY NO.: (212) 429-4399
TELEPHONE NO.:(212) 429-4300

Party B: MINERAL RIDGE RESOURCES, INC.
355 BURRARD ST. SUITE 540
VANCOUVER, BRITISH COLUMBIA V6C 2GB ATTN: JAMES M. CARTER
TELECOPY NO.: (604) 681-4170
TELEPHONE NO.: (604) 687-0619

(m) OTHER PROVISIONS:

AGREEMENT AS TO SINGLE SECURED PARTY AND PLEDGOR. Party A and Party
B agree that, notwithstanding anything to the contrary in the
recital to this Annex, Paragraph l(b) or Paragraph 2 or the
definitions in Paragraph 12, (a) the term "SECURED PARTY" as used in
this Annex means only Party A, (b) the term "PLEDGOR" as used in
this Annex means only Party B, (c) only Party B makes the pledge and
grant in Paragraph 2, the acknowledgment in the final sentence of
Paragraph 8(a) and the representations in Paragraph 9 and (d) only
Party B will be required to make Transfers of Eligible Credit
Support hereunder.

DRESDNER BANK AG, MINERAL RIDGE
NEW YORK BRANCH RESOURCES INC.

By: (s) P. Douglas Sherrod By: (s)
---------------------------- -----------------------------

Title: Vice President Title: Vice President
---------------------------- -----------------------------

By: (s) Wayde Colquhoun By: (s)
---------------------------- -----------------------------

Title: Vice President Title: President
---------------------------- -----------------------------

-44-

<PAGE>

EXHIBIT N

[Intentionally Omitted]

- 1 -

<PAGE>

EXHIBIT O

[Intentionally Omitted]

- 1 -

<PAGE>

EXHIBIT P

ACCOMMODATION AGREEMENT

[See Attached]

- 2 -

<PAGE>

ACCOMMODATION AGREEMENT

THIS ACCOMMODATION AGREEMENT (the "AGREEMENT") is made and entered
into effective as of this 17th day of January, 1997, by and among MARY MINING
COMPANY, INC., a Florida corporation, as Trustee for the Land Trust
Agreement, Trust No. 6050934, dated March 8. 1973 ("MMC"), MINERAL RIDGE
RESOURCES INC., a Nevada corporation ("MRRI") and DRESDNER BANK AG, New York
and Grand Cayman Branches ("DRESDNER").

RECITALS

A. MMC and MRRI entered into a Deed with Reservation of Net Smelter
Returns Royalty dated January 15, 1997, effective December 1, 1996, (the
"DEED") pursuant to which MMC conveyed to MRRI certain real property and real
property interests in Esmerelda County, Nevada, as more particularly
described in Exhibit A attached hereto and incorporated herein by reference
(the "REAL PROPERTY"). Pursuant to the Deed, MMC received a net smelter
returns royalty on the production of Ores and Minerals (as defined in the
Deed) from the Real Property (the "ROYALTY INTEREST").

B. To secure the payment by MRRI of the Royalty Interest, MMC, MRRI
and First American Title Company (as Trustee) entered into a Deed of Trust
with Power of Sale, Assignment of Production, Security Agreement, Financing
Statement and Fixtures Filing dated effective December 1, 1996 (the "MMC DEED
OF TRUST"). Pursuant to the MMC Deed of Trust (a true and complete copy of
which MRRI has provided to Dresdner), MRRI granted to the Trustee, in trust
with power of sale, all of MRRI's right, title and interest in and to the
Real Property and certain rights ancillary thereto (referred to in the MMC
Deed of Trust and hereinafter as the "PROPERTY").

C. Dresdner has agreed to make certain loans to MRRI pursuant to
the terms and conditions of a Loan Agreement (the "LOAN AGREEMENT") of even
date herewith, the proceeds of which loans are to be used for construction
and development of a mine and mining and processing facilities by MRRI which
will be located on or include the Property.

D. MMC, MRRI and Dresdner wish to enter into this Agreement in
order to establish certain rights between the parties insofar as the MMC Deed
of Trust may affect or be affected by the Loan Agreement and related
Collateral Agreements (including a Deed of Trust, Security Agreement,
Financing Statement and Assignment of Production and Proceeds of even date
herewith among MRRI, Cow County Title Insurance Company, as Trustee, and
Dresdner, referred to hereinafter as the "DRESDNER DEED OF TRUST," a true and
complete copy of which MRRI has provided to MMC).

- 3 -

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Accommodation
Agreement as of the date first mentioned above.

MARY MINING COMPANY, INC., a
Florida corporation, as Trustee
for the Land Trust Agreement,
Trust No. 6050934, dated March 8, 1973

By:
-----------------------------------
Name:
----------------------------
Title:
----------------------------

MINERAL RIDGE RESOURCES INC., a
Nevada corporation

By:
-----------------------------------
Name:
----------------------------
Title:
----------------------------

DRESDNER BANK AG. New York and
Grand Cayman Branches

By:
-----------------------------------
Name:
----------------------------
Title:
----------------------------

- 4 -

<PAGE>

AGREEMENT

NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, intending legally to be bound
hereby, the parties agree as follows:

1. CONSENT TO DEED OF TRUST. Dresdner hereby acknowledges and
agrees that the MMC Deed of Trust shall constitute a Permitted Lien under the
Loan Agreement. MMC hereby consents to the grant by MRRI to Dresdner of a
security interest in and to the Property as described and set forth in the
Dresdner Deed of Trust. Such consent by MMC is conditioned upon Dresdner or
any third Party who obtains title to the Property or any interest therein as
a result of foreclosure under the Dresdner Deed of Trust taking such title
expressly subject to the Deed, the Royalty Interest and the MMC Deed of Trust.

2. DEFAULT BY MRRI.

(a) In the event MRRI defaults in the performance of any
obligation under the MMC Deed of Trust, and prior to taking any action to
enforce any of its rights arising from such a default, MMC agrees to notify
Dresdner of such default. With or without the receipt of notice or the
passage of time, Dresdner shall have the right, but not the obligation, to
make any payment or perform any obligation required of MRRI under the MMC
Deed of Trust; and MMC hereby agrees to accept any such payment or
performance by Dresdner as if made or performed by MRRI. The performance of
any such obligation by Dresdner in the place of MRRI, if so paid or performed
within the time and in the manner required under the MMC Deed of Trust shall
cure the default of MRRI as if MRRI had performed such obligation in
accordance with the terms of the MMC Deed of Trust. If Dresdner makes any
payment required of MRRI under the MMC Deed of Trust, such payment shall be
treated as a demand obligation in accordance with the provisions of Section
6.4 of the Dresdner Deed of Trust, bearing interest at the penalty rate set
forth in the Loan Agreement.

(b) Notwithstanding the performance of any obligation under the
MMC Deed of Trust by Dresdner on behalf of MRRI, the failure of MRRI to have
performed any obligation in the manner required by the MMC Deed of Trust
nonetheless shall constitute an event of default for purposes of the Loan
Agreement and the Dresdner Deed of Trust and Dresdner shall have all rights
and remedies afforded it pursuant to the Loan Agreement or the Dresdner Deed
of Trust. Having once performed any obligation on behalf of MRRI under the
MMC Deed of Trust, Dresdner shall have no obligation hereunder or otherwise
to perform similar obligations in the event of a subsequent failure of MRRI
to perform such obligation. Dresdner shall have no responsibility or
liability to MRRI whatsoever in the event Dresdner undertakes to perform an
obligation otherwise required of MRRI and the performance of the obligation
is determined subsequently to have been untimely or in any other manner
inadequate.

(c) In the event MRRI defaults in the performance of any
obligation under the Loan Agreement, Dresdner agrees to notify MMC of such
default.

3. TERMINATION. This Agreement shall terminate upon the repayment
by MRRI to Dresdner of all the Indebtedness and Dresdner shall promptly
advise MMC of such repayment. Upon such termination Dresdner agrees to
execute, acknowledge and deliver proper instruments evidencing the
termination of this Agreement, the Collateral Agreements, the Loan Agreement
and the relinquishment of any right, interest, claim or demand in or to all
or any portion of the Property.

- 5 -

<PAGE>

4. MISCELLANEOUS.
(a) Notices and payments by and between the parties shall be
made in the manner provided in Section 18 of the MMC Deed of Trust, except
that Dresdner may make payments to MMC, in the event it elects to do so
pursuant to Paragraph 2 above, by wire transfer of funds to an account
designated for that purpose by MMC. Any notices to Dresdner shall be
addressed as follows:

Dresdner Bank AG,
New York and Grand Cayman Branches
Metals Group
75 Wall Street
New York. New York 10005-2889
Attention: P. Douglas Sherrod, Vice President
Telephone: (212) 429-4300
Fax: (212) 429-4399

(b) All notices or other communications in connection with or
pursuant to this Agreement shall be in writing and shall be delivered by hand
or sent by registered or certified mail, reputable overnight courier or
facsimile (such facsimile followed by a letter sent by registered or
certified mail or by reputable overnight courier) addressed to the parties as
described above (or to such other address as the parties may designate by
notice). A notice delivered by hand to a party shall be deemed received when
delivered. A notice sent by mail shall be deemed received on the fifth day
after mailing. A notice sent by courier shall be deemed received on the third
day after sending. A notice sent by facsimile shall be deemed received upon
receipt of the relevant confirmation or answer back.

(c) Any capitalized terms used, but not otherwise defined
herein, shall have the meaning ascribed thereto in the Loan Agreement, as
appropriate in the context of the use of such terms.

(d) This Agreement shall be binding upon the successors and
assigns of the parties hereto.

(e) This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, except to the extent that
the application of Nevada rules pertaining to conflicts of laws would result
in the application of the laws of another jurisdiction.

(f) This Agreement may be executed in counterparts, and each of
which, when so executed, shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.

(g) This Agreement constitutes the entire understanding of the
parties hereto concerning the subject matter hereof, and no amendment or
waiver of any provision of this Agreement shall be effective unless in
writing and signed by all the parties.

- 6 -

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Accommodation
Agreement as of the date first mentioned above.

MARY MINING COMPANY, INC., a
Florida corporation, as Trustee
for the Land Trust Agreement,
Trust No. 6050934, dated March 8, 1973

By:
-----------------------------------
Name:
----------------------------
Title:
----------------------------

MINERAL RIDGE RESOURCES INC., a
Nevada corporation

By:
-----------------------------------
Name:
----------------------------
Title:
----------------------------

DRESDNER BANK AG, New York and
Grand Cayman Branches

By:
-----------------------------------
Name:
----------------------------
Title:
----------------------------

- 7 -

<PAGE>
SCHEDULE 1

LANDS

1. Unpatented Claims

----------------------------------------------------------------------------------------------------------------
MINERAL RIDGE RESOURCES INC.
----------------------------------------------------------------------------------------------------------------
CLAIM NAME TOWNSHIP SECTION RANGE BOOK PAGE LOCATION BLM SERIAL
DATE NUMBER
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
New Andrew V 2 S 1 38 E 94(182) 502(335) 9/2/84 324341
----------------------------------------------------------------------------------------------------------------
K2 2 S 1,2 38 E 94(182) 504(337) 9/1/84 324343
----------------------------------------------------------------------------------------------------------------
Wedge 4 2 S 1 38 E 111 329 2/4/87 403136
----------------------------------------------------------------------------------------------------------------
Wedge 5 2 S 1 38 E 111 330 2/4/87 403137
----------------------------------------------------------------------------------------------------------------
Wedge 8 2 S 2 38 E 111 333 2/5/87 403140
----------------------------------------------------------------------------------------------------------------
Wedge 9 2 S 1,2 38 E 111(182) 334(341) 2/5/87 403141
----------------------------------------------------------------------------------------------------------------
Wedge 10 2 S 2 38 E 111 335 2/4/87 403142
----------------------------------------------------------------------------------------------------------------
Wedge 11 2 S 2 38 E 111 336 2/4/87 403143
----------------------------------------------------------------------------------------------------------------
Mineral Ridge 1 2 S 1 38 E 113 407 7/1/87 420478
----------------------------------------------------------------------------------------------------------------
Mineral Ridge 2 2 S 1 38 E 113 408 7/1/87 420479
----------------------------------------------------------------------------------------------------------------
Mineral Ridge 3 2 S 1 38 E 113(182) 409(339) 7/1/87 420480
----------------------------------------------------------------------------------------------------------------
Sue 1 2 S 2 38 E 182 371 11/29/95 725982
----------------------------------------------------------------------------------------------------------------
Sue 2 2 S 2 38 E 182 372 11/29/95 725983
----------------------------------------------------------------------------------------------------------------
Sue 3 2 S 2 38 E 182 373 11/29/95 725984
----------------------------------------------------------------------------------------------------------------
Sue 4 2 S 2 38 E 182 374 11/29/95 725985
----------------------------------------------------------------------------------------------------------------
Sue 5 2 S 2 38 E 182 375 11/29/95 725986
----------------------------------------------------------------------------------------------------------------
Sue 6 2 S 1,2 38 E 182 376 11/29/95 725987
----------------------------------------------------------------------------------------------------------------
Sue 7 2 S 1,2 38 E 182 377 11/29/95 725988
----------------------------------------------------------------------------------------------------------------
Sue 8 2 S 1 38 E 182 378 11/29/95 725989
----------------------------------------------------------------------------------------------------------------
NCY 1 2 S 11, 12 38 E 182 350 11/28/95 725990
----------------------------------------------------------------------------------------------------------------
NCY 2 2 S 1, 2, 11, 12 38 E 182 351 11/28/95 725991
----------------------------------------------------------------------------------------------------------------
NCY 3 2 S 12 38 E 182 352 11/28/95 725992
----------------------------------------------------------------------------------------------------------------
NCY 4 2 S 1, 12 38 E 182 353 11/28/95 725993
----------------------------------------------------------------------------------------------------------------
NCY 5 2 S 12 38 E 182 354 11/28/95 725994
----------------------------------------------------------------------------------------------------------------
NCY 6 2 S 12 38 E 182 355 11/28/95 725995
----------------------------------------------------------------------------------------------------------------
NCY 7 2 S 1, 12 38 E 182 356 11/28/95 725996
----------------------------------------------------------------------------------------------------------------

-1-
<PAGE>

----------------------------------------------------------------------------------------------------------------
MINERAL RIDGE RESOURCES INC.
----------------------------------------------------------------------------------------------------------------
CLAIM NAME TOWNSHIP SECTION RANGE BOOK PAGE LOCATION BLM SERIAL
DATE NUMBER
----------------------------------------------------------------------------------------------------------------
NCY 8 2 S 12 38 E 182 357 11/28/95 725997
----------------------------------------------------------------------------------------------------------------
NCY 9 2 S 1, 12 38 E 182 358 11/28/95 725998
----------------------------------------------------------------------------------------------------------------
NCY 10 2 S 12 38 E 182 359 11/28/95 725999
----------------------------------------------------------------------------------------------------------------
NCY 11 2 S 1,12 38 E 182 360 11/28/95 726000
----------------------------------------------------------------------------------------------------------------
NCY 12 2 S 1, 12 38 E 182 361 11/28/95 726001
----------------------------------------------------------------------------------------------------------------
NCY 13 2 S 11, 12 38 E 182 362 11/28/95 726002
----------------------------------------------------------------------------------------------------------------
NCY 14 2 S 12 38 E 182 363 11/28/95 726003
----------------------------------------------------------------------------------------------------------------
NCY 15 2 S 12 38 E 182 364 11/28/95 726004
----------------------------------------------------------------------------------------------------------------
NCY 16 2 S 12 38 E 182 365 11/28/95 726005
----------------------------------------------------------------------------------------------------------------
NCY 17 2 S 12 38 E 182 366 11/28/95 726006
----------------------------------------------------------------------------------------------------------------
NCY 18 2 S 12 38 E 182 367 11/28/95 726007
----------------------------------------------------------------------------------------------------------------
NCY 19 2 S 11, 12 38 E 182 368 11/29/95 726008
----------------------------------------------------------------------------------------------------------------
NCY 20 2 S 12 38 E 182 369 11/29/95 726009
----------------------------------------------------------------------------------------------------------------
NCY 21 2 S 12 38 E 182 370 11/29/95 726010
----------------------------------------------------------------------------------------------------------------
Con 1 2 S 1,2 38 E 182 347 11/29/95 726011
----------------------------------------------------------------------------------------------------------------
Con 2 2 S 1,2 38 E 182 348 11/29/95 726012
----------------------------------------------------------------------------------------------------------------
MIK 1 2 S 1 38 E 182 349 11/29/95 726013
----------------------------------------------------------------------------------------------------------------
Ben 1 2 S 1 38 E 184 312-313 3/29/96 735112
----------------------------------------------------------------------------------------------------------------
Ben 2 2 S 1 38 E 184 314-315 3/29/96 735113
----------------------------------------------------------------------------------------------------------------
Ben 3 2 S 1 38 E 184 316-317 3/29/96 735114
----------------------------------------------------------------------------------------------------------------
Ben 4 2 S 1, 2 38 E 184 318-319 3/29/96 735115
----------------------------------------------------------------------------------------------------------------
CCC 1 2 S 7, 8 39 E 194 169 1/13/98 786167
----------------------------------------------------------------------------------------------------------------
CCC 2 2 S 8 39 E 194 170 1/13/98 786168
----------------------------------------------------------------------------------------------------------------
CCC 3 2 S 8 39 E 194 171 1/13/98 786169
----------------------------------------------------------------------------------------------------------------
CCC 4 2 S 8 39 E 194 172 1/13/98 786170
----------------------------------------------------------------------------------------------------------------
CCC 5 2 S 8 39 E 194 173 1/13/98 786171
----------------------------------------------------------------------------------------------------------------
CCC 6 2 S 8 39 E 194 174 10/31/97 786172
----------------------------------------------------------------------------------------------------------------
CCC 7 2 S 8 39 E 194 175 10/31/97 786173
----------------------------------------------------------------------------------------------------------------
CCC 8 2 S 5, 8 39 E 194 176 10/31/97 786174
----------------------------------------------------------------------------------------------------------------
CCC 9 2 S 5, 8 39 E 194 177 10/31/97 786175
----------------------------------------------------------------------------------------------------------------
CCC 10 2 S 7, 8 39 E 194 178 1/13/98 786176
----------------------------------------------------------------------------------------------------------------
CCC 11 2 S 7, 8 39 E 194 179 1/13/98 786177
----------------------------------------------------------------------------------------------------------------
CCC 12 2 S 7, 8 39 E 194 180 1/13/98 786178
----------------------------------------------------------------------------------------------------------------
CCC 13 2 S 5, 8 39 E 194 181 10/31/97 786179
----------------------------------------------------------------------------------------------------------------

-2-
<PAGE>

</TABLE>
-3-
<PAGE>

--------------------------------------------------------------------------------------------------------------
MARY MINING COMPANY, INC.
--------------------------------------------------------------------------------------------------------------
CLAIM NAME TOWNSHIP SECTION RANGE BOOK PAGE LOCATION BLM SERIAL NUMBER
DATE
<S> <C> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------
Mark 1 1, 2 S 36, 1 38 E 9 419 2/9/73 89365
--------------------------------------------------------------------------------------------------------------
Mark 2 1, 2 S 36, 1 38 E 9 420 2/9/73 89366
--------------------------------------------------------------------------------------------------------------
Mark 3 2 S 1 38 E 9 421 2/9/73 89367
--------------------------------------------------------------------------------------------------------------
Mark 4 1, 2 S 36, 1 38 E 9 422 2/9/73 89368
--------------------------------------------------------------------------------------------------------------
Mark 5 1, 2 S 36, 1 38 E 9 423 2/9/73 89369
--------------------------------------------------------------------------------------------------------------
Mark 6 1 S 36 38 E 9 424 2/9/73 89370
--------------------------------------------------------------------------------------------------------------
Mark 7 2 S 36, 1 38 E 9 425 2/9/73 89371
--------------------------------------------------------------------------------------------------------------
Mark 8 1 S 36 38 E 9 426 2/9/73 89372
--------------------------------------------------------------------------------------------------------------
Mark 9 1, 2 S 1, 6, 36, 31 38, 39 E 9 427 2/9/73 89373
--------------------------------------------------------------------------------------------------------------
Mark 10 1 S 36 38 E 9 428 2/9/73 89374
--------------------------------------------------------------------------------------------------------------
Mark 11 1 S 36, 31 38, 39 E 9 429 2/9/73 89375
--------------------------------------------------------------------------------------------------------------
Mark 12 1 S 36 38 9 430 2/9/73 89376
--------------------------------------------------------------------------------------------------------------
Mark 13 1 S 36, 31 38, 39 E 9 431 2/9/73 89377
--------------------------------------------------------------------------------------------------------------
Mark 14 1 S 36, 31 38, 39 E 9 432 2/9/73 89378
--------------------------------------------------------------------------------------------------------------
Mark 15 1 S 36, 31 38, 39 E 9 433 2/9/73 89379
--------------------------------------------------------------------------------------------------------------
Mark 16 1 S 36, 31 38, 39 E 9 434 2/9/73 89380
--------------------------------------------------------------------------------------------------------------
Mark 17 1 S 31 39 E 9 435 2/9/73 89381
--------------------------------------------------------------------------------------------------------------
Mark 18 1 S 36, 31 38, 39 E 9 436 2/9/73 89382
--------------------------------------------------------------------------------------------------------------
Mark 19 1 S 31 39 E 9 437 2/9/73 89383
--------------------------------------------------------------------------------------------------------------
Mark 21 2 S 1, 6 38, 39 E 9 439 2/12/73 89385
--------------------------------------------------------------------------------------------------------------
Mark 22 1, 2 S 31, 1, 6 38, 39 E 9 440 2/12/73 89386
--------------------------------------------------------------------------------------------------------------
Mark 23 1, 2 S 31, 6 39 E 9 441 2/12/73 89387
--------------------------------------------------------------------------------------------------------------
Mark 24 1, 2 S 31, 6 39 E 9 442 2/12/73 89388
--------------------------------------------------------------------------------------------------------------
Mark 25 1 S 31 39 E 9 443 2/12/73 89389
--------------------------------------------------------------------------------------------------------------
Mark 26 1, 2 S 31, 6 39 E 9 444 2/12/73 89390
--------------------------------------------------------------------------------------------------------------
Mark 27 1 S 31 39 E 9 445 2/12/73 89391
--------------------------------------------------------------------------------------------------------------
Mark 28 1, 2 S 31, 6 39 E 9 446 2/12/73 89392
--------------------------------------------------------------------------------------------------------------
Mark 29 1 S 31 39 E 9 447 2/12/73 89393
--------------------------------------------------------------------------------------------------------------
Mark 30 1 S 31 39 E 9 448 2/12/73 89394
--------------------------------------------------------------------------------------------------------------
Mark 31 1 S 31 39 E 9 449 2/12/73 89395
--------------------------------------------------------------------------------------------------------------
Mark 32 1 S 31 39 E 9 450 2/12/73 89396
--------------------------------------------------------------------------------------------------------------
Mark 33 2 S 1 38 E 9 451 2/13/73 89397
--------------------------------------------------------------------------------------------------------------
Mark 34 2 S 1 38 E 9 452 2/13/73 89398
--------------------------------------------------------------------------------------------------------------

-4-
<PAGE>

</TABLE>

2. Patented Claims

-------------------------------------------------------
SUMMARY
CLAIMS ACRES
-------------------------------------------------------
<S> <C> <C>
mine area, MMC 34 378.6
Blair, MMC 8 165.0
Valcalda Spgs, 1 125.0
MMC(1)
Silver Peak, MMC 2 9.6
-------------------------------------------------------
Subtotal, MMC 45 678.1
MRRI, Silver Peak(2) 0 0.9
BUSA, mine area 9 169.9
-------------------------------------------------------
Grand Total 54 848.9
-------------------------------------------------------
</TABLE>

(1.) includes 120.0 acres FEE land
(2.) town lot

OWNERS (Claimants):

"MMC" Mary Mining Company, Inc.. Trustee for the Land Trust
Agreement, Tr 6050934, dated March 8, 1993; c/o William
McLean, Jr., 707 Florida, Tampa, Florida 33602; tele:
813-223-4785

"MRRI" Mineral Ridge Resources Inc., PO Box 67, Silver Peak,
Nevada 89047 tele: 702-837-2280

"BUSA" Benguetcorps USA, Inc., c/o Robert V. Schnabel, 1110
Vermont Ave, Suite 600, Washington, D.C. 20005; tele:
202-638-2241

-5-
<PAGE>

"DUD" and "ST" Helen Dudley and Stewarts (own overriding royalty in certain

LOC (Location):

"MR" = Mineral Ridge; "BL" = Blair townsite; "SP" = Silver Peak; "VS" =
Valcalda Springs

-6-
<PAGE>
<TABLE>
<CAPTION>

REFp CLAIMp MIN PAT NOp ACRESp BKp COUNTY LOCp LEASE SUB- NOTESp
SURVp PGp OWNRp OWNED
1p 2p
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
P57 Horned 3507 197172 165.003 171 33 BL MMC Mary Mining patented
Toad claims in the
Pittsburg group (8
claims) contains
165.003 acres
P58 Spider 3507 197172 171 33 BL MMC
P59 Scorpion 3507 197172 171 33 BL MMC
P60 Lizard 3507 197172 171 33 BL MMC
P61 Cactus 3507 197172 171 33 BL MMC
P62 Gnat 3507 197172 171 33 BL MMC
P63 Rattlesnake 3507 197172 171 33 BL MMC
P64 Pittsburg 3507 197172 171 33 BL MMC
P20 Mary 64 18078 20.660 3-B 207 MR MMC
P21 Elizabeth 1927 35160 20.357 2 64 MR MMC aka "Homestake", M.
P23 Last 42 3311 2.520 M 32 MR MMC
Chance
Lode
P24 Western 43 3312 4.550 M 37 MR MMC
Soldier
Lode
P26 Glory Lode 44 3313 2.020 M 42 MR MMC
P28 Crowning 45 3314 2.720 M 47 MR MMC
Glory Lode
P27 " ", 46 3315 0.680 M 52 MR MMC First Southern
1st S. Extension the
EXT. Crowning Glory Lode
P28 Drink 47 3318 2.290 M 58 MR MMC
Water Lode
P29 Valiant 48 3160 0.910 M 22 MR MMC
P30 New York 49 3319 2.730 M 65 MR MMC
Lode
P31 Chieftan 50 3320 2.020 M 68 MR MMC
Lode
P32 Defiance 59 24006 19.210 V 560 MR MMC
P33 Sentinel 60 23857 19.750 W 86 MR MMC
P34 Golden 61 23858 20.660 W 88 MR MMC
Gate
P35 Crown Lode 65-A 27739 2.880 W 436 MR MMC
P37 Blair 66 19164 14.070 V 407 MR HllMC
P38 Antelope 1736 28805 6.310 X 23 MR MMC
Mine
P39 Nevada 1738 28806 10.300 X 21 MR MMC
P40 Duplex 1739 29324 16.820 X 25 MR MMC
P41 Bangor 1740 29323 17.800 X 27 MR MMC
P43 Brooklyn 1742 28807 17.510 X 19 MR MMC
P44 Mohawk 3068 216115 171.784 3-B 202 MR MMC The entire Mohawk
claim group (13
claims) contains
171.784 acres
P45 Mohawk #1 3068 216115 3-B 202 MR MMC
P46 Mohawk #2 3068 216115 3-B 202 MR MMC
P47 Savage 3068 216115 3-B 202 MR MMC
P48 Oro Fino 3068 216115 3-B 202 MR MMC
P49 Poor 3068 216115 3-B 202 MR MMC
P50 Sapphire 3068 216115 3-B 202 MR MMC
P51 Snow Drift 3068 216115 3-B 202 MR MMC
P52 Ophir 3068 216115 3-B 202 MR MMC
P53 Mary 3068 216115 3-B 202 MR MMC
Extension
P54 Summit 3068 216115 3-B 202 MR MMC
P55 April 3068 216115 3-B 202 MR MMC
P56 Canyon 3068 216115 3-B 202 MR MMC
Crest
P01 Columbus 2665 71074 169.895 MR BUSA Oromonte group (9
Lode claims) contains
169.894 acres
P02 Frank No. 2665 71074 MR BUSA
2 Lode
P03 Lincoln 2665 71074 MR BUSA

-7-
<PAGE>

REFp CLAIMp MIN PAT NOp ACRESp BKp COUNTY LOCp LEASE SUB- NOTESp
SURVp PGp OWNRp OWNED
1p 2p
-------------------------------------------------------------------------------------------------------------------
Lode
P04 Washington 2665 71074 MR BUSA
Lode
P05 Soda Lode 2665 71074 MR BUSA DUD
P06 Oregon 2665 71074 MR BUSA DUD
Lode
P07 Peorto 2665 71074 MR BUSA DUD
Lode
P08 Solberry 2665 71074 MR BUSA DUD ST
Lode
P09 Gillespy 2665 71074 MR BUSA DUD ST
Lode
P22 Vanderbilt 37-B 3156 4.970 M 1 SP MMC
Millsite
P42 Manser 1741 31286 4.600 X 34 SP MMC
Lode
Lot 7, 0.888 SP MRRI 3 houses
Block C
FEE 120.000 VS MMC
(ex-State
land)
P36 Crown 65-B 27739 4.960 W 436 VS MMC
Millsite

</TABLE>

3. Patented Lands

SE 1/4 Section 8, T. 2 S., R. 38 E., M.D.B.& M.

N 1/2 NE 1/4, Section 17, T. 2 S., R. 38 E., M.D.B.& M.

-8-

<PAGE>

SCHEDULE 2

MACHINERY, PROPERTY AND FIXTURES

Pin # 0238-01-002
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Roll Type Asset Year Acq. New Prop. Description Model # Serial # Acq.Cost PC
Life
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
U Fixed A 1996 Sea Container $ 4,467.00
U Fixed A 1996 Telephone Equipment $ 6,972.00
U Fixed A 1996 Telephone Equipment $ 10,000.00
U Fixed A 1996 Sea Container $ 4,467.00
U Fixed A 1996 Pump Water Well $ 71,128.00
U Fixed A 1996 Jayco Industrial Tanks $ 3,339.00
U Fixed A 1996 Telephone Equipment $ 4,953.00
U Fixed A 1997 yes Dust collection ducts $ 114,719.00 yes
U Fixed A 1997 yes Vibrating screens $ 526,642.00
U Fixed A 1997 yes Conveyor covers $ 10,421.00
U Fixed A 1997 yes Structural Steel $ 894,109.00
(crusher)
U Fixed A 1997 yes Rail $ 1,101.00
U Fixed A 1997 yes Radial Stacker $ 114.480.00
U Fixed A 1997 yes Tramp Iron Detector $ 9,603.00
U Fixed A 1997 yes Cement Bin $ 60,131.00
U Fixed A 1997 yes Pulleys Shafts and $ 50,458.00
Bearings
U Fixed A 1997 yes Feeders $ 271,132.00
U Fixed A 1997 yes Idelers $ 39,868.00
U Fixed A 1997 yes Dust Collectors $ 196,703.00 yes
U Fixed A 1997 yes Fans $ 3,759.00
U Fixed A 1997 yes Agglomeration Drum $ 55,072.00
U Fixed A 1997 yes ADR Plant Equipment $ 303,988.00
U Fixed A 1997 yes Belt Scale $ 16,177.00
U Fixed A 1997 yes Safety Shower $ 5,089.00
U Fixed A 1997 yes Magnet $ 19,344.00
U Fixed A 1997 yes Crusher $ 1,015.407.00
U Fixed A 1997 yes Air Compressor $ 42,543.00
U Fixed A 1997 yes Sewage Treatment $ 16,220.00
U Fixed A 1997 yes Crusher (engin. Labor $ 850,753.00
Cost)
U Fixed A 1997 yes Equip.(Const $ 422,993.00
Management)
U Fixed A 1997 yes Equip. (General $ 2,829,079.00
Contract)
U Fixed A 1997 yes Misc. Electrical Parts $ 31,804.00
U Fixed A 1997 yes Emergency Power $ 10,326.00
U Fixed A 1997 yes Controls and $ 117,667.00
Instruments
U Fixed A 1997 yes Transformers $ 479,370.00
U Fixed A 1997 yes Chutes and Fumes $ 323,545.00
U Fixed A 1997 yes MCC Low Voltage $ 241,283.00
U Fixed A 1997 yes Mech Fasteners $ 6,884.00
U Fixed A 1997 yes Oil/Water Separator $ 63,332.00
U Fixed A 1997 yes Piping and Fittings $ 382,863.00
U Fixed A 1997 yes Cetrifigal Pump $ 92,906.00
U Fixed A 1997 yes Operator's Cab $ 27,536.00
U Fixed A 1997 yes Pre-Built Conveyors $ 395,499.00
U Fixed A 1997 yes Reducers $ 85,684.00
U Fixed A 1997 yes Conveyor Belting $ 42,450.00
U Fixed A 1997 yes Belt Wipers $ 23,014.00
U Fixed A 1997 yes Motors $ 14,719.00
U Fixed A 1997 yes Floor Sumps $ 3,485.00
U Fixed A 1997 yes 40 Foot Sea Container $ 3,233.00
</TABLE>

- 1 -

<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Roll Type Asset Year Acq. New Prop. Description Model # Serial # Acq.Cost PC
Life
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
U Fixed A 1997 yes Propane Tank $ 2,820.00
U Fixed A 1997 yes Ransom RH120 $ 5,390.00
Vaporizer
U Fixed A 1997 yes Exhaust Pan $ 122.00
U Fixed A 1997 yes American Resources Transformer $ 1,000.00
U Fixed A 1997 yes Water Well Probe $ 1,027.00
U Fixed A 1997 yes Pea Gravel For Water Piping Syst. $ 1,604.00
U Fixed A 1997 yes Process Equipment $ 28,190.00
U Mobile A 1987 Drafting Chair $ 40.00
U Mobile A 1887 Drafting Table $ 70.00
U Mobile A 1987 Drafting Table $ 70.00
U Mobile A 1987 Leroy Lettering Set $ 150.00
U Mobile A 1987 Drafting Table $ 70.00
U Mobile A 1987 Drafting Table $ 70.00
U Mobile A 1987 Drafting Chair $ 40.00
U Mobile A 1987 Planix 5000 Planimeter $ 914.00
U Mobile A 1993 Mine lamp w/charger 702C792 $ 303.00
U Mobile A 1993 Plainimeter $ 648.00
U Mobile A 1993 Mine lamp w/charger 610B592 $ 303.00
U Mobile A 1993 2-Way Hand Held 426866 $ 100.00
Radio
U Mobile A 1993 2-Way Hand Held 391496 $ 100.00
Radio
U Mobile A 1993 2-Way Hand Held 426851 $ 100.00
Radio
U Mobile A 1993 Mine lamp w/charger 309N293 $ 303.00
U Mobile A 1993 Mine lamp w/charger 416T693 $ 303.00
U Mobile A 1994 Rolling Plan Holder $ 366.00
U Mobile A 1995 Water Level Probe $ 855.00
U Mobile A 1995 Hanging map File $ 75.00
U Mobile A 1995 Planimeter Battery $ 73.00
Pack
U Mobile A 1995 Drafting Table $ 200.00
U Mobile A 1995 Light Table $ 200.00
U Mobile A 1995 Flat Map File $ 125.00
U Mobile A 1996 yes Lab Equipment $ 1,144.00
U Mobile A 1996 Cabinets $ 24,300.00
U Mobile A 1996 Lab Equipment $ 66.00
U Mobile A 1996 Lab Equipment $ 1,024.00
U Mobile A 1996 BSI Resources Recovery Tanks $ 10,500.00
U Mobile A 1996 Lab Equipment $ 5,735.00
U Mobile A 1996 Welder $ 2,414.00
U Mobile A 1996 Safe $ 5,809.00
U Mobile A 1996 Lewis $ Lewis Survey $ 10,448.00
U Mobile A 1996 Lube Trailer $ 8,500.00
U Mobile A 1996 Lewis $ Lewis Survey $ 1,628.00
U Mobile A 1996 Legend Inc lab $ 25,129.00
Equipment
U Mobile A 1996 Envirotech Well Probe $ 872.00
U Mobile A 1997 yes Sample Equip. $ 121,708.00
U Mobile A 1997 yes Banding Machine $ 153.00
U Mobile A 1997 yes Used Conveyors (6) $ 39,000.00
U Fixed A 1997 yes Wet/Dry Vacuum $ 182.00
U Fixed A 1997 yes Lab Equipment $ 335.00
</TABLE>

- 2 -

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Roll Type Asset Year Acq. New Prop. Description Model # Serial # Acq.Cost PC
Life
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
U Fixed A 1997 yes Lab Equipment $ 997.00
U Fixed A 1997 yes Lab Equipment $ 2,258.00
U Fixed A 1997 yes Case 1845C Loader $ 26,210.00
U Fixed A 1997 yes Tool Box $ 279.00
U Fixed A 1997 yes Extication Device $ 153.00
U Fixed A 1997 yes Safety Supplies / Emergency $ 674.00
ESCA
U Fixed A 1997 yes Trailer Jack $ 63.00
U Fixed A 1997 yes A-Frame Coupling $ 30.00
U Fixed A 1997 yes Bed Liner $ 357.00
U Fixed A 1997 yes Bed Liner $ 317.00
U Fixed A 1997 yes Safety Supplies $ 487.00
U Fixed A 1997 yes Bed Liner $ 320.00
U Fixed A 1997 yes Slide Projector $ 388.00
U Fixed A 1997 yes Bed Liner $ 320.00
U Fixed A 1997 yes Cross the bed tool box $ 279.00
U Fixed A 1997 yes Truck-down payment $ 5,000.00
U Fixed A 1997 yes Truck-down payment $ 5,000.00
U Fixed A 1997 yes 4wd Ambulance $ 4,250.00
U Fixed A 1997 yes 2wd Ambulance $ 3,000.00
U Fixed A 1997 yes Tool Box $ 262.00
U Fixed A 1997 yes Lug Wrench $ 10.00
U Fixed A 1997 yes Lewis $ Lewis Survey Equipment $ 216.00
U Fixed A 1997 yes Lab Equipment $ 229.00
U Fixed A 1997 yes Cross the bed tool box $ 262.00
U Fixed A 1997 yes Precision Instrument $ 230.00
U Fixed A 1997 yes Columbine Welder $ 5,764.00
U Fixed A 1997 yes 10 Foot Farm Disc $ 1,000.00
U Fixed A 1995 Fast Track Upgrade $ 98.00
U Fixed A 1995 Data Vac/2 Vacuum $ 135.00
U Fixed A 1996 Autocad-R13 $ 3,197.00
U Fixed A 1996 Computer Communication Snap $ 222.00
Kit
U Fixed A 1996 HP 750 C Ink Jet $ 7,369.00
Plotter
U Fixed A 1996 Gateway 2000 $ 4,487.00
Computer
U Fixed A 1996 21' Vivitron Monitor $ 1,745.00
U Fixed A 1997 yes Computer P/C $ 221,398.00
U Fixed A 1997 Gateway 2000 $ 3,329.00
Computer
U Fixed A 1997 yes Calculators $ 34.00
U Fixed A 1997 yes Douglas Moore Computer Printer $ 776.00

</TABLE>

- 3 -

<PAGE>

SCHEDULE 3

MATERIAL PROJECT AGREEMENTS

OTHER PARTY TYPE OF AGREEMENT DATE AND AMOUNT OF CONTRACT
<S> <C> <C>
Dresduer Mine Debt Financing Facility, January 17, 1997 in the amount of $13.0 million with a
Collateral Assignment of $2.0 million contingency reserve facility.
Material Project Agreement,
Collateral Assignment of
Accounts

Dresdner Letter of Credit Modified Letter of Credit in the amount of $1,089,242.

Dresdner Hedge Facility Contracts for 100,000 ounces of gold at various future
dates and prices.

D.H. Blattner & Sons, Inc. Open Pit Mining Contract. October 1, 1996 with scheduled unit prices

Roberts & Schaefer Company Mineral Ridge Project August 20, 1998 in the original fixed price amount of
Construction Contract $12,399,672.

Van American Reclamation Bonding September 30, 1996 for 50% of the estimated
reclamation amount of $1,604,086 and with a
$32,801.72 annual premium.

Mary Mining Company, Inc. Deed with Reservation of Net December 30, 1996 in the amounts in Schedule 5
Smelter Returns Royalty

Benguetcorps USA, Inc. Royalty Agreement August 31, 1995 in the amounts in Schedule 5

Sierra Pacific Power Company Electric Service Agreement July 11, 1997 with a present value of $ 1,104,317.81 at
the date of signing.
</TABLE>

- 1 -

<PAGE>

Material Project Permits

Schedule 4

<TABLE>
<CAPTION>
PERMIT NUMBER PERMIT
<S> <C>
NV65-EA96-024 Environmental Assessment United States
Case File: N65-96-00IP Department of Interior Bureau of Land
Management Finding of No Significant
Impact (FONSI) and Decision Record issued
July 26, 1996 for Mineral Ridge Project,
Mineral Ridge Resources Inc.

N65-96-00IP Plan of Operations
United States Department of Interior Bureau
of Land Management
Approved July 26, 1996

Permit No. 0103 Reclamation Plan

Nevada Division of Environmental Protection
Bureau of Mining Regulation and
Reclamation

Permit No. NEV96106 Water Pollution Control Permit
Nevada Division of Environmental Protection
Bureau of Mining Regulation and
Reclamation
Notice of Decision: November 19, 1996

1041-0694 Air Quality Permit - Surface Disturbance
Nevada Division of Environmental Protection
Bureau of Air Quality
Permit Issued: August 12, 1996

1041-0694 Air Quality Permit - Surface Disturbance
Nevada Division of Environmental Protection
Bureau of Air Quality
Permit Issued: February 24, 1997

60034 Water Appropriation Nevada Division of
60035 Water Resources Permits Issued: April 12,
60036 1996
</TABLE>

- 1 -

<PAGE>

SCHEDULE 5

LEASES AND ROYALTIES

A. ROYALTIES.

1. Mary Mining Company Inc.

4% net smelter royalty ("NSR")where gold price less than or equal to
$500 per ounce. Applies to all properties acquired from Mary Mining
Company Inc.

2. Dudley

2% NSR where gold price less than $400 per ounce

Applies to:

Soda Claim
Oregon Claim
Peoto Claim

3. Dudley

0.8% NSR where gold price less than $400 per ounce

Applies to:

Soleberry Claim
Gillespy Claim

4. Stewart

1.2% NSR where gold price less than $400 per ounce

Applies to:

Soleberry Claim
Gillespy Claim

B. LEASES.

1. 60'X60' modular building. 100940 GE Capital Modular Space, 36 mo,
start 11/??/95, end 11/??/98

Down payment $19,584.00, Delivery = $5,198.00, Install = $7,722.00, End of lease
buyout = $5.00

2. 1995 Ford F250 XLT PU, FM N364D07L, Ford Motor Credit Company, 24 mo,
start 9/15/95, end 09/15/97 (renewed), vin# IFTHF26H7SNB78634, Security dep
(refundable) = $525.00, Lease and purchase = $12521.13

3. Telephone System, 4697 Alltel-Nevada, 36 mo, certificate of completion
1-616 Key Service Unit, 15-M7310 Telephone Sets, I - Busy Lamp Field

- 1 -

<PAGE>

4. 1996 Ford F250 PU, 15833 Ford Motor Credit, 24 mo, start 8/01/96, end
07/01/98 lease and residual $10,260.32

5. 1996 Ford Bronco, 15951 Ford Motor Credit, 36 mo, start 06/05/96, end
05/05/99 lease and residual $8,690.55

6. 1997 Ford Passenger Van, capital lease. Ford Motor Credit, 60 mo, start
11/16/96, end 10/16/01 lease and residual = nil

7. Office Land, lease, Esmeralda County Schools, 72 mo, start 09/01/95,
end 09/01/01

8. 1997 Ford F250 PU, vin# 3FTHF26HXVMA18701, Ford Motor Credit,
Lease 2/22/97

9. 1997 Ford F520 PU, vin# 3FTHF26H3VMA18703, Ford Motor Credit,
Lease 2/22/97

- 2 -

<PAGE>

SCHEDULE 6

SCHEDULE 6 LITIGATION

<TABLE>
<CAPTION>
LITIGANT\PARTY RELATING TO NATURE OF LITIGATION\CLAIM
- -------------- ----------- --------------------------
<S> <C> <C>
D.H. Blattner & Sons, Inc. Open Pit Mining Contract Claim against Mineral Ridge in the amount
of $1,466,746.90. To be dismissed
post-closing.

Roberts & Schaefer Mineral Ridge Project Construction Claim against Mineral Ridge in the amount
Contract of $637,054.25. To be dismissed
post-closing.

Michelle Walker Dismissal as Employee of Mineral Ridge Claim against Mineral Ridge for employment
discrimination before Nevada Equal Rights
Commission and the United States Equal
Employment Opportunity Commission demanding
back pay of $38,000 and punitive damages of
$50,000.

Van American Reclamation Bonding Failure by Mineral Ridge to make payment
which was requested April 24, 1998 in the
amount of $719,700 under the General Contract
of Indemnity, Section 2(b).

J.D. Welsh & Associates, Inc. Long outstanding litigation regarding. In respect of litigation in the Fifth
Judicial District Court for the State of
Nevada captioned J.D. WELSH & ASSOCIATES,
INC. v. SUNSHINE PRECIOUS METALS, INC.,
SUNSHINE MINING COMPANY AND HOMESTEAD
MINERALS, INC.

John Torok\Barium, Inc. lvanhoe Joint Venture - disclosure of Threatened litigation against CRL.
information disclosure Considered spurious but CRL is advising its
insurer.
</TABLE>

- 1 -
<PAGE>

SCHEDULE 7
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------
(USD Millions)

- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash Flow
Gold Price (To be Updated) $293.50 $293.50 $293.50 $293.50 $293.50 $293.50
Silver Price $5.00 $5.00 $5.00 $5.00 $5.00 $5.00
Gold Sales 1,052 53,538 70,490 56,591 3,708 185,379

REVENUE
Gold Sales $0.309 $15.713 $20.689 $16.609 $1.088 $54.409
Interest Income $0.016 $0.030 $0.020 $0.021 $0.087
Hedging Income $4.201 $2.596 $0.605 $0.913 $8.315
----------------------------------------------------------------------
TOTAL REVENUE $4.525 $18.340 $21.314 $17.543 $1.088 $62.811
----------------------------------------------------------------------
DIRECT CASH OPERATING COSTS
Mining ($0.918) ($5.995) ($6.120) ($2.253) ($15.286)
Processing ($0.620) ($6.325) ($6.410) ($5.313) ($0.832) ($19.599)
Admin./Prop. Tax/Insur. ($0.275) ($1.380) ($1.380) ($1.320) ($0.728) ($5.083)
Silver Credits $0.003 $0.134 $0.176 $0.141 $0.009 $0.463
----------------------------------------------------------------------
Direct Cash Operating Costs ($1.810) ($13.566) ($13.734) ($8.744) ($1.651) ($39.505)

OTHER OPERATING COSTS
Net Proceeds Tax ($0.088) ($0.193) ($0.223) ($0.006) ($0.511)
Royalty ($0.084) ($0.394) ($0.518) ($0.416) ($0.027) ($1.439)
Reclamation Bond ($0.425) $1.325 $0.900
Reclamation Earthworks ($1.300) ($0.200) ($1.500)
----------------------------------------------------------------------
Other Operating Costs ($0.084) ($0.907) ($0.711) ($1.939) $1.092 ($2.550)
----------------------------------------------------------------------
OPERATING CASH FLOW $2.831 $3.667 $6.869 $6.860 $0.529 $20.756
----------------------------------------------------------------------
CHANGE IN PAYABLES
Payroll $0.075 $0.015 ($0.115) ($0.025)
Vacation $0.075 $0.015 ($0.115) ($0.025)
A/P (Net of Receivables) $0.426 $0.189 ($0.020) ($0.612) ($0.193) ($0.210)
pre-A/P and Power $0.030 ($0.010) ($0.050) ($0.030)
Severance ($0.032) ($0.024) ($0.025) ($0.119) ($0.200)
----------------------------------------------------------------------
Change in Payables $0.574 $0.195 ($0.055) ($0.612) ($0.592) ($0.490)

CAPEX
Mine ($5.415) ($0.257) ($5.672)
Processing ($0.797) ($0.850) ($1.647)
Well ($0.066) ($0.650) ($0.050) ($0.766)
Trailer Park/G&A ($0.155) ($0.155)
Contingency ($0.040) ($0.040)
Exploration ($0.050) ($0.100) ($0.150)
----------------------------------------------------------------------
Total Capex ($5.483) ($1.857) ($0.090) ($8.430)

VGH CONTRIBUTION $5.000 $5.000

ASSET SALES $4.000 $4.000
----------------------------------------------------------------------
CASH AVAILABLE FOR DISTRIBUTION $1.722 $2.205 $6.724 $6.248 $3.937 $20.836
----------------------------------------------------------------------
Additional Term Loan Principal ($0.242) ($0.969) ($0.404) ($1.615)
Additional Term Loan Interest ($0.029) ($0.070) ($0.008) ($0.108)
Vista Management Fee ($0.400) ($0.400) ($0.800)
----------------------------------------------------------------------
Distribute 70:30 $1.450 $0.765 $5.913 $6.248 $3.937 $18.313
----------------------------------------------------------------------

----------------------------------------------------------------------
Distribution $18.313 $0.500 $1.715 $5.913 $5.720 $4.965 $18.313
----------------------------------------------------------------------
(--------)
----------------------------------------------------------------------
NET CASH FLOW $1.450 ($0.950) ($0.000) ($0.528) ($1.028)
----------------------------------------------------------------------

CASH BALANCE (EOP) $1.450 $0.500 $0.500 $1.028

-1-
<PAGE>

Distribution
Principal $12.819 70.0% $1.201 $4.139 $4.004 $3.476 $12.819
Interest
Stub Payment 8.0%
------- ----------------------------------------------------------------------
Total to Dresdner $12.819 $1.201 $4.139 $4.004 $3.476 $12.819
Cumulative to Dresdner $1.201 $5.340 $9.344 $12.819

Priority Payment $0.800 $0.400 $0.400 $0.800
Dividend $5.494 $0.515 $1.774 $1.716 $1.490 $5.494
------- ----------------------------------------------------------------------
Total to Vista $6.294 $0.915 $2.174 $1.716 $1.490 $6.294
Cumulative to Vista $2.080 $24.430 $50.197 $61.947 $137.754
Percent to Vista 63% 82% 84% 83%

Interest Rate 7.50%
Balance (SOP) $13.000 $13.780 $13.641 $10.450 $7.088 $7.266
Payments ($1.201) ($4.139) ($4.004) ($3.476) ($12.819)
Accrued Interest & Fees $0.780 $1.062 $0.948 $0.641 $0.522 $3.953
----------------------------------------------------------------------
Balance (EOP) $13.000 $13.780 $13.641 $10.450 $7.068 $4.134
----------------------------------------------------------------------

</TABLE>

-2-
<PAGE>

- ----------------------------------------------------------------------------------------------------------
(USD Millions) Aug. Sept. Oct. Nov. Dec.
1988 1988 1988 1988 1988
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cash Flow
Gold Price (To be Updated) $293.50 $293.50 $293.50
Silver Price $5.00 $5.00 $5.00
Gold Sales 250 250 552

REVENUE
Gold Sales $0.073 $0.073 $0.162
Interest Income $0.009 $0.006
Hedging Income $3.500 $0.701
-----------------------------------------------------------
TOTAL REVENUE $3.573 $0.063 $0.869
-----------------------------------------------------------
DIRECT CASH OPERATING COSTS
Mining ($0.459) ($0.459)
Processing ($0.041) ($0.235) ($0.344)
Admin./Prop. Tax/Insur. ($0.065) ($0.105) ($0.105)
Silver Credits $0.001 $0.001 $0.001
-----------------------------------------------------------
Direct Cash Operating Costs ($0.105) ($0.798) ($0.907)

OTHER OPERATING COSTS
Net Proceeds Tax
Royalty ($0.020) ($0.020) ($0.044)
Reclamation Bond
Reclamation Earthworks
-----------------------------------------------------------
Other Operating Costs ($0.020) ($0.020) ($0.044)
-----------------------------------------------------------
OPERATING CASH FLOW $3.448 ($0.736) ($0.082)
-----------------------------------------------------------
CHANGE IN PAYABLES
Payroll $0.025 $0.025 $0.025
Vacation $0.025 $0.025 $0.025
A/P (Net of Receivables) $0.349 $0.076
pre-A/P and Power $0.020 $0.010
Severance ($0.016) ($0.008) ($0.008)
-----------------------------------------------------------
Change in Payables $0.034 $0.411 $0.128

CAPEX
Mine ($5.255) ($0.160)
Processing ($0.197) ($0.300) ($0.300)
Well ($0.005) ($0.031) ($0.030)
Trailer Park/G&A ($0.130) ($0.025)
Contingency
Exploration ($0.025) ($0.025)
-----------------------------------------------------------
Total Capex ($5.587) ($0.541) ($0.355)

VGH CONTRIBUTION $5,000

ASSET SALES

-----------------------------------------------------------
CASH AVAILABLE FOR DISTRIBUTION $2.895 $0.865 $0.308
-----------------------------------------------------------
Additional Term Loan Principal ($0.081) ($0.081) ($0.081)
Additional Term Loan Interest ($0.010) ($0.010) ($0.009)
Vista Management Fee
-----------------------------------------------------------
Distribute 70:30 $2.804 ($0.956) ($0.398)
-----------------------------------------------------------

-----------------------------------------------------------
Distribution $18.313 $0.500
-----------------------------------------------------------
(--------)
-----------------------------------------------------------
NET CASH FLOW $2.804 ($0.956) ($0.395)
-----------------------------------------------------------

CASH BALANCE (EOP) $2.804 $1.849 $1,450

-3-
<PAGE>

<CAPTION>
- ----------------------------------------------------------------------------------------------------------
(USD Millions) Aug. Sept. Oct. Nov. Dec.
1988 1988 1988 1988 1988
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Distribution
Principal $12.819 70.0%
Interest
Stub Payment 8.0%
------- -----------------------------------------------------------
Total to Dresdner $12,819
Cumulative to Dresdner

Priority Payment $0.800
Dividend $5.494
------- -----------------------------------------------------------
Total to Vista $6.294
Cumulative to Vista
Percent to Vista

Interest Rate 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Balance (SOP) $13.000 $13.000 $13.525 $13.610 $13.695
Payments
Accrued Interest & Fees $0.625 $0.065 $0.085 $0.056
Balance (EOP) $13.000 $13.000 $13.525 $13.610 $13.695 $13.780
- ----------------------------------------------------------------------------------------------------------

</TABLE>

-4-
<PAGE>

-----------------------------------------------------------------------------------------------------------
(USD Millions) Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.
1999 1999 1999 1999 1999 1999 1999 1999 1999 1999 1999 1999
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH FLOW
Gold Price
(To be Updated) $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50
Silver Price $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00
Gold Sales 1,460 2,279 3,506 4,617 5,067 4,966 5,073 5,433 5,507 5,323 5,215 5,092
REVENUE
Gold Sales $0.429 $0.669 $1.029 $1.355 $1.457 $1.458 $1.489 $1.595 $1.616 $1.562 $1.531 $1.495
Interest Income $0.005 $0.003 $0.003 $0.004 $0.003 $0.002 $0.003 $0.001 $0.002 $0.002 $0.002 $0.002
Hedging Income $0.469 $0.462 $0.811 $0.854
-----------------------------------------------------------------------------------------------------------
TOTAL REVENUE $0.433 $1.134 $1.500 $1.359 $1.490 $2.271 $1.492 $1.596 $1.618 $1.564 $1.532 $2.350
-----------------------------------------------------------------------------------------------------------

DIRECT CASH OPERATING COSTS
Mining ($0.459) ($0.459) ($0.497) ($0.497) ($0.497) ($0.525) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510)
Processing ($0.462) ($0.531) ($0.533) ($0.536) ($0.533) ($0.532) ($0.533) ($0.533) ($0.533) ($0.533) ($0.533) ($0.533)
Admin./Prop.
Tax/Insur. ($0.105) ($0.105) ($0.135) ($0.105) ($0.105) ($0.135) ($0.105) ($0.105) ($0.135) ($0.105) ($0.105) ($0.135)
Silver Credits $0.004 $0.006 $0.009 $0.012 $0.013 $0.012 $0.013 $0.014 $0.014 $0.013 $0.013 $0.013
-----------------------------------------------------------------------------------------------------------
Direct Cash
Operating Costs ($1.023) ($1.089) ($1.157) ($1.126) ($1.122) ($1.180) ($1.135) ($1.135) ($1.165) ($1.135) ($1.135) ($1.165)
-----------------------------------------------------------------------------------------------------------

OTHER OPERATING COSTS

Net Proceeds Tax ($0.006) ($0.010) ($0.007) ($0.010) ($0.013) ($0.012) ($0.012) ($0.011) ($0.009)
Royalty ($0.011) ($0.017) ($0.026) ($0.034) ($0.037) ($0.037) ($0.037) ($0.040) ($0.040) ($0.039) ($0.038) ($0.037)
Reclamation Bond ($0.425)
-----------------------------------------------------------------------------------------------------------
Other Operating
Costs ($0.011) ($0.017) ($0.026) ($0.040) ($0.047) ($0.469) ($0.047) ($0.053) ($0.053) ($0.051) ($0.049) ($0.048)
-----------------------------------------------------------------------------------------------------------
OPERATING CASH
FLOW ($0.600) ($0.028) ($0.318) ($0.193) ($0.321) ($0.622) ($0.310) ($0.409) ($0.401) ($0.378) ($0.345) ($1.138)
-----------------------------------------------------------------------------------------------------------

CHANGE IN PAYABLES
Payroll $0.015
Vacation $0.015
A/P (Net of
Receivables) $0.083 $0.048 $0.049 ($0.019) ($0.002) ($0.040) ($0.031) $0.001 $0.021 ($0.021) ($0.000 $0.021
pre-A/P and Power
Severance ($0.008) ($0.008) ($0.008)
-----------------------------------------------------------------------------------------------------------
Change in
Payables $0.105 $0.040 $0.041 ($0.019) ($0.002) ($0.040) ($0.031) $0.001 $0.021 ($0.021) ($0.000) $0.021

CAPEX
Mine ($0.075 ($0.082) ($0.100)
Processing ($0.300) ($0.300) (0.250)
Well ($0.650)

Trailer Park/G&A
Contingency
Exploration ($0.025) ($0.025) ($0.050)
-----------------------------------------------------------------------------------------------------------
Total Capex ($0.025) ($0.375) ($0.382) ($0.275) ($0.700) ($0.100)

VGH CONTRIBUTION

ASSET SALES
-----------------------------------------------------------------------------------------------------------
CASH AVAILABLE ($0.495) $0.068 $0.334 ($0.202) ($0.064) $0.388 ($0.421) $0.309 $0.422 $0.357 $0.348 $1.160
FOR DISTRIBUTION
-----------------------------------------------------------------------------------------------------------
Additional Term
Loan ($0.081) ($0.081) ($0.081) ($0.081) ($0.081) ($0.081) ($0.081) ($0.081) ($0.081) ($0.081) ($0.081) ($0.081)
Additional Term
Loan Interest ($0.009) ($0.008) ($0.008) ($0.007) ($0.007) ($0.006) ($0.006) ($0.005) ($0.005) ($0.004) ($0.004) ($0.003)
Vista Management
Fee ($0.100) ($0.100) ($0.100) ($0.100)

DISTRIBUTE 70:30 ($0.585) ($0.020) $0.246 ($0.290) ($0.551) $0.301 ($0.507) $0.223 $0.236 $0.172 $0.164 $0.976

Distribution $18.313 $0.500 $0.166 $0.230 $0.172 $0.164 $0.978
-----------------------------------------------------------------------------------------------------------
NET CASH FLOW ($0.585) ($0.020) $0.246 ($0.290) ($0.151) $0.301 ($0.507) $0.057
-----------------------------------------------------------------------------------------------------------

CASH BALANCE
(EOP) $0.865 $0.845 $1.091 $0.801 $0.650 $0.951 $0.443 $0.500 $0.500 $0.500 $0.500 $0.500

DISTRIBUTION

Principal $12.819 70.0% $0.117 $0.165 $0.121 $0.115 $0.683
Interest
Stub Payment 8.0%
------- ------------------------------------------------------------------------------------------------
Total to $12.819 $0.117 $0.165 $0.121 $0.115 $0.683
Dresdner
Cumulative to $0.117 $0.282 $0.403 $0.517 $1.201
Dresdner
Priority $0.800 $0.100 $0.100 $0.100 $0.100
Payment
Dividend $5.494 $0.050 $0.071 $0.052 $0.049 $0.293
------- ------------------------------------------------------------------------------------------------
Total to Vista $6.294 $0.050 $0.071 $0.152 $0.149 $0.393
Cumulative to $0.050 $0.221 $0.373 $0.522 $0.915
Vista
Percent to 30% 44% 48% 50% 43%
Vista

Interest
Rate 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Balance
(SOP) $13.780 $13.866 $13.953 $14.040 $14.128 $14.216 $14.305 $14.395 $14.308 $14.292 $14.261 $14.238
Payments ($0.117) ($0.165) ($0.121)($30.115) ($0.683)
Accrued $0.086 $0.087 $0.087 $0.088 $0.088 $0.089 $0.089 $0.090 $0.090 $0.089 $0.089 $0.089
Interest &
Fees
Balance
(EOP) $13,000 $13.868 $13.953 $14.040 $14.128 $14.218 $14.305 $14.395 $14,368 $14.292 $14.261 $14.236 $13.641
</TABLE>

-5-
<PAGE>

<TABLE>
<CAPTION>
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
(USD Millions) Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec .
2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000 2000
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH FLOW
Gold Price (To
be Updated) $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50
Silver Price $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00
Gold Sales 4,825 4,757 4,916 6,535 6,523 7,154 7,050 6,290 5,092 5,807 5,803 6,037
Revenue
Gold Sales $1.445 $1.396 $1.443 $1.625 $1.915 $2.100 $2.069 $1.846 $1.671 $1.704 $1.531 $1.772
Interest
Income $0.002 $0.002 $0.002 $0.002 $0.002 $0.002 $0.007 $0.002 $0.002 $0.002 $0.002 $0.002
Hedging Income $0.122 $0.141 $0.161 $0.180
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
TOTAL REVENUE $1.447 $1.398 $1.567 $1.526 $1.916 $2.243 $2.071 $1.848 $1.833 $1.706 $1.705 $1.954
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------

DIRECT CASH OPERATING COSTS

Mining ($0.510) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510) ($0.510)
Processing ($0.532) ($0.532) ($0.532) ($0.533) ($0.537) ($0.537) ($0.537) ($0.535) ($0.534) ($0.534) ($0.534) ($0.534)
Admin./Prop.
Tax/Insur. ($0.105) ($0.135) ($0.105) ($0.105) ($0.105) ($0.105) ($0.105) ($0.135) ($0.105) ($0.105) ($0.135) ($0.105)
Silver Credits $0.012 $0.012 $0.012 $0.014 $0.016 $0.018 $0.018 $0.016 $0.014 $0.015 $0.015 $0.015
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Direct Cash
Operating
Costs ($1.135) ($1.165) ($1.135) ($1.135) ($1.164) ($1.134) ($1.134) ($1.164) ($1.135) ($1.134) ($1.164) ($1.134)

OTHER OPERATING COSTS
Net Proceeds
Tax ($0.008) ($0.005) ($0.008) ($0.013) ($0.021) ($0.027) ($0.027) ($0.019) ($0.015) ($0.016) ($0.015) ($0.018)
Royalty ($0.036) ($0.035) ($0.036) ($0.041) ($0.048) ($0.053) ($0.052) ($0.046) ($0.042) ($0.043) ($0.043) ($0.044)
Reclamation
Bond
Reclamation
Earthworks
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Other Operating
Costs ($0.044) ($0.041) ($0.044) ($0.054) ($0.069) ($0.080) ($0.078) ($0.065) ($0.057) ($0.058) ($0.058) ($0.062)
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
OPERATING CASH
FLOW $0.268 $0.192 $0.388 $0.437 $0.683 $1.029 $0.859 $0.618 ($0.642) ($0.513) ($0.483) ($0.757)
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------

CHANGE IN PAYABLES

Payroll
Vacation

A/P (Net of
Receivables) ($0.021) ($0.021) ($0.021) $0.001 $0.022 ($0.020) ($0.000) $0.020 ($0.022) ($0.000) $0.021 ($0.021)
pre-A/P and
Power ($0.010)
Severance ($0.025)
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Change in
Payables ($0.021) ($0.021) ($0.021) $0.001 $0.022 ($0.020) ($0.000) $0.020 ($0.022) ($0.000) $0.021 ($0.056)

CAPEX
Mine
Processing ($0.050)
Well
Trailer Park/G&A
Contingency ($0.040)
Exploration
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Total Capex ($0.040) ($0.050)

VGH CONTRIBUTION

ASSET SALES

---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
CASH AVAILABLE
FOR
DISTRIBUTION $0.247 $0.213 $0.367 $0.438 $0.645 $1.009 $0.858 $0.638 $0.570 $0.513 $0.504 $0.702
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Additional Term
Loan ($0.081) ($0.081) ($0.081) ($0.081) ($0.081)
Principal
Additional Term
Loan ($0.003) ($0.002) ($0.002) ($0.001) ($0.001)
Interest
Vista Management
Fee ($0.100) ($0.100) ($0.100) ($0.100)
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
DISTRIBUTE 70:30 $0.063 ($0.030) $0.184 $0.257 $0.584 $1.009 $0.858 $0.638 $0.570 $0.513 $0.504 $0.702
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Distribution
$18.313
$0.500 $0.063 $0.030 $0.184 $0.257 $0.584 $1.009 $0.858 $0.638 $0.570 $0.513 $0.504 $0.702
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
NET CASH FLOW $0.000
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------

CASH BALANCE
(EOP) $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500

DISTRIBUTION

Principal $12.819 70.0% $0.044 $0.021 $0.129 $0.180 $0.409 $0.706 $0.601 $0.447 $0.399 $0.359 $0.353 $0.491
Interest
Stub Payment 8.0%

------- -----------------------------------------------------------------------------------------------------
Total to $12.819 $0.044 $0.021 $0.129 $0.180 $0.409 $0.706 $0.601 $0.447 $0.399 $0.359 $0.353 $0.491
Dresdner
Cumulative to $1.245 $1.266 $1.395 $1.575 $1.984 $2.690 $3.291 $3.738 $4.137 $4.498 $4.849 $5.340
Dresdner
Priority $0.800 $0.100 $0.100 $0.100 $0.100
Payment
Dividend $5.494 $0.019 $0.009 $0.055 $0.077 $0.175 $0.303 $0.258 $0.191 $0.171 $0.154 $0.151 $0.210
-------- -----------------------------------------------------------------------------------------------------
Total to Vista $6.294 $0.119 $0.109 $0.155 $0.177 $0.175 $0.303 $0.258 $0.191 $0.171 $0.154 $0.151 $0.210
Cumulative to $1.034 $1.143 $1.298 $1.475 $1.850 $1.953 $2.210 $2.402 $2.573 $2.727 $2.878 $1.088
Vista -----------------------------------------------------------------------------------------------------
Percent to 45% 47% 48% 48% 45% 42% 40% 30% 38% 38% 37% 37%
Vista

Interest Rate 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Balance (SOP) $13.641 $13.682 $13.746 $13.703 $13.609 $13.286 $12.662 $12.141 $11.770 $11.444 $11.156 $10.874
Payments ($0.044) ($0.021) ($0.129) ($0.180) ($0.409) ($0.706) ($0.601) ($0.447) ($0.399) ($0.359) ($0.353) ($0.491)
Accrued $0.086 $0.086 $0.086 $0.086 $0.085 $0.079 $0.079 $0.076 $0.074 $0.072 $0.070 $0.068
Interest &
Fees

--------------------------------------------------------------------------------
Balance (EOP) $13,000 $13.682 $13.746 $13.703 $13.609 $13.286 $12.662 $12.141 $11.770 $11.444 $11.156 $10.874 $10.456
</TABLE>

-6-
<PAGE>

Gold Price (To
be Updated) $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50
Silver Price $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00

Gold Sales 6,204 5,884 5,951 6,109 5,742 5,347 5,167 4,554 3,939 3,558 2,728 1,408
Revenue

Gold Sales $1.821 $1.727 $1.747 $1.793 $1.685 $1.569 $1.517 $1.337 $1.156 $1.044 $0.801 $0.413
Interest Income $0.002 $0.002 $0.002 $0.002 $0.002 $0.002 $0.007 $0.002 $0.002 $0.002 $0.002 $0.002
Hedging Income $0.199 $0.219 $0.238 $0.257
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
TOTAL REVENUE $1.823 $1.729 $1.948 $1.795 $1.687 $1.790 $1.518 $1.338 $1.396 $1.046 $0.802 $0.673
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------

DIRECT CASH OPERATING COSTS

Mining ($0.510) ($0.510) ($0.510) ($0.388) ($0.335)
Processing ($0.532) ($0.534) ($0.534) ($0.535) ($0.534) ($0.533) ($0.533) ($0.532) ($0.524) ($0.175) ($0.173) ($0.171)
Admin./Prop.
Tax/Insur. ($0.105) ($0.105) ($0.135) ($0.105) ($0.105) ($0.105) ($0.105) ($0.105) ($0.105) ($0.105) ($0.135) ($0.105)
Silver Credits $0.016 $0.015 $0.015 $0.015 $0.014 $0.013 $0.013 $0.011 $0.010 $0.009 $0.007 $0.004
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Direct Cash
Operating
Costs ($1.134) ($1.134) ($1.164) ($1.012) ($0.960) ($0.655) ($0.625) ($0.625) ($0.620) ($0.271) ($0.272) ($0.272)

OTHER OPERATING COSTS

Net Proceeds Tax ($0.019) ($0.016) ($0.016) ($0.022) ($0.021) ($0.026) ($0.026) ($0.020) ($0.015) ($0.022) ($0.015) ($0.004)
Royalty ($0.046) ($0.043) ($0.044) ($0.045) ($0.042) ($0.039) ($0.038) ($0.033) ($0.029) ($0.026) ($0.020) ($0.010)
Reclamation Bond
Reclamation
Earthworks ($0.200) ($0.200) ($0.200) ($0.200) ($0.200) ($0.100) ($0.100) ($0.100)
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- -------
Other Operating
Costs ($0.065) ($0.060) ($0.060) ($0.067) ($0.263) ($0.266) ($0.264) ($0.254) ($0.244) ($0.149) ($0.135) ($0.114)
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- -------
OPERATING CASH FLOW $0.523 $0.534 $0.723 $0.715 $0.465 $0.869 $0.630 $0.459 $0.532 $0.626 $0.395 $0.287
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- -------

CHANGE IN PAYABLES
Payroll
Vacation

A/P (Net of
Receivables) $0.000 ($0.000) $0.021 ($0.106) ($0.038) ($0.214) ($0.021) ($0.001) ($0.005) ($0.245) ($0.001) ($0.002)
pre-A/P and
Power

Severance

---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Change in
Payables $0.000 ($0.000) $0.021 ($0.106) ($0.038) ($0.214) ($0.021) ($0.001) ($0.005) ($0.245) ($0.001) ($0.002)

CAPEX

Mine
Processing
Well

Trailer Park/G&A
Contingency
Exploration

---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Total Capex

VGH CONTRIBUTION

ASSET SALES

---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
CASH AVAILABLE FOR
DISTRIBUTION $0.624 $0.534 $0.744 $0.609 $0.427 $0.655 $0.609 $0.458 $0.527 $0.382 $0.384 $0.285
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Additional Term
Loan
Principal
Additional Term
Loan
Interest
Vista Management
Fee
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
DISTRIBUTE 70:30 $0.624 $0.534 $0.744 $0.609 $0.427 $0.655 $0.609 $0.458 $0.527 $0.382 $0.384 $0.285
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
Distribution
$18.313
$0.500 $0.624 $0.534 $0.744 $0.609 $0.427 $0.655 $0.609 $0.458 $0.527 $0.382 $0.151
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------
NET CASH FLOW $0.244 $0.285
---------- -------- --------- -------- -------- --------- -------- --------- -------- -------- -------- --------

CASH BALANCE (EOP) $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.500 $0.744 $1.028

DISTRIBUTION

Principal $12.819 70.0% $0.437 $0.374 $0.521 $0.426 $0.299 $0.459 $0.426 $0.321 $0.369 $0.267 $0.105
Interest
Stub
Payment 8.0%
------ ----------------------------------------------------------------------------------------------------
Total to $12.819 $0.437 $0.374 $0.521 $0.426 $0.299 $0.459 $0.426 $0.321 $0.369 $0.267 $0.105
Dresdner
Cumulative
to $5.776 $6.150 $6.671 $7.098 $7.396 $7.855 $8.281 $8.602 $8.971 $9.238 $9.344 $9.344
Dresdner
Priority $0.800
Payment

Dividend $5.494 $0.187 $0.160 $0.223 $0.183 $0.128 $0.197 $0.183 $0.138 $0.158 $0.114 $0.045
-------- -------- ------- -------- -------- -------- --------- -------- --------- -------- -------- -------- ------
Total to
Vista $6.294 $0.187 $0.160 $0.223 $0.183 $0.128 $0.197 $0.183 $0.138 $0.158 $0.114 $0.045
Cumulative
to $3.276 $3.436 $3.669 $3.842 $3.970 $4.166 $4.349 $4.487 $4.645 $4.759 $4.804 $4.804
Vista
Percent to 36% 36% 35% 35% 35% 35% 34% 34% 34% 34% 34%
Vista
Interest Rate 7.50% 7.50% 7.50% 7.50% $7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Balance (SOP) $10.450 $10.078 $9.768 $9.308 $8.940 $8.897 $8.293 $7.919 $7.647 $7.326 $7.105 $7.044
Payments ($0.437) ($0.374) ($0.521) ($0.426) ($0.299) ($0.459) ($0.426) ($0.321) ($0.369) ($0.267) ($0.105)
Accrued $0.065 $0.063 $0.061 $0.058 $0.066 $0.054 $0.052 $0.040 $0.048 $0.046 $0.044 $0.044
Interest &
Fees
--------------------------------------------------------------------------------------------------------------------
Balance
(EOP) $13,000 $10.079 $9.768 $9.308 $8.840 $8.697 $8.293 $7.919 $7.647 $7.326 $7.105 $7.044 $7.088
</TABLE>

-7-

<PAGE>

---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
(USD Millions) Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.
2002 2002 2002 2002 2002 2002 2002 2002 2002 2002 2002 2002
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH FLOW
Gold Price
(To be Updated) $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50 $293.50
Silver Price $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00 $5.00
Gold Sales 1,002 869 664 357 181 135 100 100 100 100 100
Revenue
Gold Sales $0.294 $0.265 $0.185 $0.105 $0.053 $0.040 $0.029 $0.029 $0.029 $0.029 $0.029
Interest Income
Hedging Income
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
TOTAL REVENUE $0.294 $0.265 $0.185 $0.105 $0.053 $0.040 $0.029 $0.029 $0.029 $0.029 $0.029
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
DIRECT CASH
OPERATING COSTS
Mining
Processing ($0.156) ($0.156) ($0.057) ($0.057) ($0.056) ($0.056)($0.056) ($0.056) ($0.056) ($0.056) ($0.056) ($0.112)
Admin./Prop.
Tax/Insur. ($0.056) ($0.056) ($0.056) ($0.056) ($0.056) ($0.056)($0.050) ($0.056) ($0.056) ($0.056) ($0.056) ($0.112)
Silver Credits $0.003 $0.002 $0.002 $0.001 $0.000 $0.000 $0.000 $0.000 $0.000 $0.000 $0.000
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Direct Cash
Operating
Costs ($0.209) ($0.210) ($0.112) ($0.112) ($0.112) ($0.112)($0.112) ($0.112) ($0.112) ($0.112) ($0.112) ($0.225)
OTHER OPERATING COSTS
Net Proceeds Tax ($0.002) ($0.001) ($0.002)
Royalty ($0.007) ($0.006) ($0.005) ($0.003) ($0.001) ($0.001)($0.001) ($0.001) ($0.001) ($0.001) ($0.001)
Reclamation Bond $1.325
Reclamation
Earthworks ($0.067) ($0.067) ($0.067)
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Other Operating
Costs ($0.076) ($0.074) ($0.074) ($0.003) ($0.001) ($0.001)($0.001) ($0.001) ($0.001) ($0.001) ($0.001) $1,325
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
OPERATING CASH
FLOW $0.008 ($0.029) $0.009 ($0.010) ($0.060) ($0.073) ($0.083) ($0.083) ($0.083) ($0.083) ($0.083) $1.100
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
CHANGE IN PAYABLES
Payroll ($0.015) ($0.020) ($0.020) ($0.020) ($0.020) ($0.020)
Vacation ($0.015) ($0.020) ($0.020) ($0.020) ($0.020) ($0.020)
A/P (Net of
Receivables) ($0.045) ($0.000) ($0.059) ($0.000) ($0.000) ($0.000) ($0.000) ($0.079)
pre-A/P and Power ($0.010) ($0.010) ($0.005) ($0.025)
Severance ($0.025) ($0.025) ($0.019) ($0.050)
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Change in Payables ($0.085) ($0.040) ($0.109) ($0.075) ($0.040) (0.025) ($0.000) ($0.005) ($0.019) ($0.194)
CAPEX
Mine
Processing
Well
Trailer Park/G&A
Contingency
Exploration
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Total Capex
VGH CONTRIBUTION
ASSET SALES $1.000 $1.500 $1.500
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
CASH
AVAILABLE
FOR
DISTRIBUTION ($0.075) ($0.069) ($0.100) ($0.085) ($0.100) ($0.098) $0.917 ($0.038) ($0.088) $1.398 ($0.083) $2.407
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Additional Term Loan
Principal
Additional Term Loan
Interest
Vista Management Fee
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
DISTRIBUTE
70:30 ($0.076) ($0.069) ($0.100) ($0.085) ($0.100) ($0.098)$0.0917 ($0.083) ($0.088) $1.398 ($0.083) $2.407
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Distribution $18.313
$0.500 $0.744 $1.314
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
NET CASH
FLOW ($0.076) ($0.069) ($0.100) ($0.085) ($0.100) ($0.098) $0.172 ($0.083) ($0.088) ($0.083) ($0.083) ($0.500)
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
CASH BALANCE (EOP) $0.952 $0.883 $0.783 $0.698 $0.598 $0.499 $0.672 $0.588 $0.600 $0.583 $0.508
DISTRIBUTION
Principal $12.819 70.0% $0.521 $0.920 $2.035
Interest
Stub
Payment 8.0%
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Total to $12.819 $0.521 $0.920 $2.035
Dresdner
Cumulative to $9.344 $9.344 $9.344 $9.344 $9.344 $9.344 $9.868 $9.865 $9.865 $10.785 $10.785 $12.819
Dresdner
Priority $0.800
Payment
Dividend $5.494 $0.223 $0.394 $0.872
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Total to
Vista $6.294 $0.223 $0.394 $0.872
Cumulative To $4.804 $4.804 $4.804 $4.804 $4,804 $4.804 $5.028 $5.028 $5.028 $5.422 $5.422 $6.294
Vista
Percent to 34% 33% 33%
Vista
Interest Rate 7.50% 7.50% 7.50% 7.50% $7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Balance (SOP) $7.088 $7.132 $7.176 $7.221 $7.266 $7.312 $7.358 $6.882 $6.925 $6.969 $6.092 $6.130
Payments ($0.521) ($0.920) ($2.035)
Accrued $0.44 $0.045 $0.045 $0.045 $0.045 $0.046 $0.040 $0.043 $0.043 $0.044 $0.036 $0.038
Interest &
Fees
---------- -------- --------- -------- -------- --------- ------- --------- -------- -------- -------- --------
Balance (EOP) $13.000$7.132 $7.176 $7.221 $7.266 $7.312 $7.358 $6.882 $6.925 $6.969 $6.092 $6.130 $4.134

</TABLE>

-8-

<PAGE>

SCHEDULE 8

PERMITTED LIENS

<TABLE>
<CAPTION>
Type of
Encumbering Party Obligation Secured Specifics of Encumbrance
------------------ ------------------------
<S> <C> <C>
Dresdner Bank Mine Debt Financing Facility, Gold Deed of Trust, (UCC) Financing Statements and
Note, Dollar Note, Letter of Supplemental Deed of Trust
Credit, Hedging Agreement

Collateral Assignment of Material Project Agreements

Collateral Assignment of Accounts

Pledge of Purchased Shares

D.H. Blattner & Sons, Inc. Open Pit Mining Contract Lien filed against title to the Mineral Ridge property
in the amount of $1,466,746.90 in the Office of the
County Recorder of Esmeralda County, Nevada. To be
released on closing.

Roberts & Schaefer Company Mineral Ridge Project Lien filed against title to the Mineral Ridge property
Construction Contract in the amount of $637,054.25 in the Office of the
County Recorder of Esmeralda County, Nevada. To be
released on closing.

Mary Mining Company Royalty Agreement Deed of Trust with Power of Sale, Assignment of
Production, Security Agreement, Financing Statement
and Fixtures Filing. See also Schedule "G". In
addition, Mineral Ridge has failed to make payment in
the amount of $60,000 due July 21, 1998 for advance
royalty which amount will be paid on closing.

BenguetCoip. USA, Inc. Royalty Agreement See the Dudley and Stewart claims in Schedule "G".

J.D. Welsh & Associates, Inc. Litigation Lien filed against title to the Mineral Ridge
property, recorded in the Office of the County
Recorder of Esmeralda County, Nevada in respect of
litigation in the Fifth Judicial District Court for
the State of Nevada captioned J.D. WELSH &
ASSOCIATES, INC. V. SUNSHINE PRECIOUS METALS, INC.,
SUNSHINE MINING COMPANY AND HOMESTEAD MINERALS, INC.

Hold periods and transfer restrictions applicable to
the Purchased Shares under Canadian and U.S.
securities legislation, the constating documents of
Mineral Ridge and the various loan documents between
Dresdner and CRL or CRI
</TABLE>

- 1 -
<PAGE>

SCHEDULE 9

NEW EQUIPMENT CONTRIBUTED BY VISTA GOLD CORP.

All units have enclosed cabs, ROPS, A/C. Shovels, 992C loaders, haul trucks,
drills have ANSUL fire suppression. Hyeroft purchased all shovels, loaders,
haul trucks, drills and dozers new (except two DML drills acquired w/ 500
actual hrs and DZO1, purchased two years old in 1990).

EXCAVATORS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
UNIT YEAR MAKE MODEL SERIAL SIZE MACHINE ENGINE COMMENTS
NUMBER NUMBER HOURS HOURS
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
SH-11 1996 Hitachi EX3500-3 185-0305 23-yd 10,797 600 Engines re-built in May
600
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
LD-05 1988 Cat 992CHL 49Z01329 ll-yd 37,000 2,100
- ------------------------------------------------------------------------------------------------------------------------------------
LD-08 1992 Cat 992CHL 49Z01994 ll-yd 25,160 2,824 Rebuilding Final Drives
now
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

HAUL TRUCKS

All trucks have payload monitoring and "Nevada style" steel lined rock box w/
sideboards and extended tail. Fleet spares include engine (1), transmission
(1), torque converter (1), spare bed (1), wheel group (1). All engine and
transmission changes have been scheduled re-builds of non-failed cores.
Hycroft purchased one new engine and one new transmission to avoid
introducing exchanged cores into the fleet.

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
TK-20 1994 Cat 785B 6HK00325 150-ton 18,700 2,000 2,000
- ------------------------------------------------------------------------------------------------------------------------------------
TK-21 1994 Cat 785B 6HK00326 150-ton 18,600 1,00 1,000
- ------------------------------------------------------------------------------------------------------------------------------------
TK-22 1994 Cat 785B 6HK00327 150-ton 19,600 2,800 2,800
- ------------------------------------------------------------------------------------------------------------------------------------
TK-23 1994 Cat 785B 6HK00328 150-ton 18,500 2,000 2,000
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

-1-

<PAGE>

DRILLS

Hycroft mines 30-foot benches and all of these drills are capable of hammer or
rotary drilling and rack 5" or 7" steel.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
UNIT NO. YEAR MAKE MODEL SERIAL MACHINE ENGINE COMPRESSOR COMMENTS
NUMBER HOURS HOURS HOURS
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
DR-15 1995 Ingersoll DML 4112 7,697 7,697 7,697 60,000 # Pulldown, 1250
-Rand cfm/350psi I-R Comp.
Drills to 33 ft.
- ------------------------------------------------------------------------------------------------------------------------------------
DR-14 1995 Ingersoll DML 4113 8,795 8,795 8,795 60,000 # Pulldown, 1250
-Rand cfm/350psi I-R Comp.
Drills to 33 ft. ft.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DOZERS

- ------------------------------------------------------------------------------------------------------------------------------------
DZ-02 1987 Cat D8N 9TC00814 37,098 695 3,971 U-Blade, 3-shank ripper
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
DZ-10 1994 Cat D10N 3SK00642 13,216 665 665 Semi-U blade, 3-shank ripper
New Tracks (578 hrs)
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
DZ-09 1994 Cat 834B 92Z00575 17,516 2,457 0 Rubber Tired Dozer
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MAJOR SUPPORT EQUIPMENT

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
UNIT YEAR MAKE MODEL SERIAL MACH. ENGINE COMMENTS
NUMBER NUMBER HOURS HOURS
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
GR-53 1994 Cat 16G 93U03577 14,688 14,688 Ripper, ANSUL, ROPS, A/C
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
WT-03 1979 Cat 769C 1X00909 30,000+ 8,000 gallon tank
- -------------------------------------------------------------------------------------------------------------------------
LD-58 1994 Volvo L-120B L120V61109 3,401
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

- 3 -

<PAGE>

VISTA GOLD CORP.

STOCK OPTION PLAN

NOVEMBER 1996, AS AMENDED NOVEMBER 1998

1. PURPOSE OF THE PLAN

The purpose of the Stock Option Plan (the "Plan") is to assist Vista
Gold Corp. (the "Corporation") in attracting, retaining and motivating
directors, officers and employees of the Corporation and of its subsidiaries and
other persons providing consulting or other services to the Corporation and to
more closely align the personal interests of such persons with those of the
shareholders by providing them with the opportunity to purchase Common Shares
("Optioned Shares") in the capital of the Corporation through options to
purchase Optioned Shares ("Options").

2. IMPLEMENTATION

The Plan and the grant and exercise of any Options under the Plan are
subject to compliance with all applicable securities laws and regulations and
rules promulgated thereunder (including the requirements of section 16 of the
Securities Exchange Act of 1934 (the "1934 Act") and Rule 16b-3 thereunder) and
with the requirements of each stock exchange on which the Optioned Shares are
listed at the time of the grant of any Options under the Plan and of any
governmental authority or regulatory body to which the Corporation is subject
(collectively "Securities Laws").

3. ADMINISTRATION

The Plan shall be administered by the Board of Directors of the
Corporation which shall, without limitation, have full and final authority in
its discretion, but subject to the express provisions of the Plan, to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.

4. MAXIMUM NUMBER OF OPTIONED
SHARES RESERVED UNDER THE PLAN

Subject to the applicable requirements of each stock exchange on which
the Optioned Shares are listed, a maximum of 4,500,000 Optioned Shares will be
reserved, set aside and made available for issue under and in accordance with
the Plan and the maximum number of Optioned Shares that may be reserved for
issuance to any individual under the Plan is that number of Optioned Shares that
is equivalent to 5% of the Optioned Shares issued and outstanding from time to
time. If Options granted to an individual under the Plan shall expire or
terminate for any reason without having been exercised in respect of certain
Optioned Shares, such Optioned Shares may be made available for purchase upon
exercise of other Options to be granted under the Plan.

5. ELIGIBILITY

Options may be granted under the Plan to such directors, officers and
employees of the Corporation and of its subsidiaries and, subject to applicable
Securities Laws, to such other persons providing consulting or other services to
the Corporation as the Board of Directors may from time to time designate as
participants (collectively the "Participants" and individually a "Participant")
under the Plan. Subject to the provisions of the Plan, the total number of
Optioned Shares to be made available under the Plan and to each Participant, the
time or times and price or prices at which Options shall be granted, the time or
times at which such Options are exercisable, and any conditions or restrictions
on the exercise of Options, shall be in the full and final discretion of the
Board of Directors.

<PAGE>

6. TERMS AND CONDITIONS

All Options under the Plan shall be granted upon and subject to the
terms and conditions hereinafter set forth.

6.1 OPTION AGREEMENT

All Options shall be granted under the Plan by means of an agreement
(the "Option Agreement") between the Corporation and each Participant
substantially in the form set out in Schedule A attached hereto, and which shall
first be approved by the Board of Directors with such changes to such form as
the Board of Directors may approve, such approval to be conclusively evidenced
by the execution of the Option Agreement by the President or any two directors
or officers of the Corporation.

6.2 EXERCISE PRICE

The price (the "Exercise Price") payable in cash at the time of
exercise of an Option by a Participant for any Optioned Share will be not less
than the price of an Optioned Share as recorded at the close of business on The
Toronto Stock Exchange on the last trading day preceding the date a resolution
of the Board of Directors was passed or consented to in writing granting the
Option and authorizing the Corporation to enter into the Option Agreement.
Subject to regulatory approval and applicable Securities Laws, the Exercise
Price under any Option may be amended at any time with the consent of the
Participant by resolution of the Board of Directors, in which event the relevant
Option Agreement shall be deemed to be amended accordingly.

6.3 LENGTH OF GRANT

Subject to paragraphs 6.8 through 6.12 inclusive, all Options granted
under the Plan shall expire not later than that date which is 10 years from the
date such Options were granted.

6.4 NON-ASSIGNABILITY OF OPTIONS

An Option granted under the Plan shall not be transferable or
assignable (whether absolutely or by way of mortgage, pledge or other charge) by
a Participant other than by will or other testamentary instrument or the laws of
succession or administration and may be exercisable during the lifetime of the
Participant only by such Participant.

6.5 EXERCISE OF OPTIONS

Each Participant, upon becoming entitled to exercise the Option in
respect of any Optioned Shares in accordance with the Option Agreement relating
thereto, shall thereafter be entitled to exercise the Option to purchase such
Optioned Shares at any time or times after such Options vest and become
exercisable in accordance with the Option Agreement relating thereto and prior
to the expiration or other termination of the Option in accordance with the
Option Agreement.

6.6 EXERCISE AND PAYMENT

Any Option granted under the Plan may be exercised in whole or in part
by a Participant or, if applicable, the legal representative of a Participant by
delivering to the Corporation at its registered office written notice specifying
the number of Optioned Shares in respect of which such Option is being
exercised, accompanied by payment (by cash or certified cheque payable to the
Corporation) of the entire Exercise Price (determined in accordance with the
Option Agreement) for the number of Optioned Shares specified in the notice.
Upon the exercise of an Option by a Participant the Corporation shall cause the
transfer agent and registrar of Optioned Shares of the Corporation to promptly
deliver to that Participant or the legal representative of that Participant, as
the case may be, a share certificate in the name of that Participant or the
legal representative of that Participant, as the case may be, representing the
number of Optioned Shares specified in the written notice.

-2-
<PAGE>

6.7 RIGHTS OF PARTICIPANTS

6.8 THIRD PARTY OFFER

If at any time when an Option granted under the Plan remains
unexercised with respect to any Optioned Shares, an offer to purchase all of the
Optioned Shares of the Corporation is made by a third party, the Corporation
may, upon giving each Participant written notice to that effect, require the
acceleration of the time for the exercise of the unexercised Options granted
under the Plan and of the time for the fulfilment of any conditions or
restrictions on such exercise.

6.9 ALTERATIONS IN OPTIONED SHARES

In the event of a stock dividend, subdivision, redivision,
consolidation, share reclassification, amalgamation, merger, consolidation,
corporate arrangement, reorganization, liquidation or the like of or by the
Corporation, the Board of Directors may, subject to any required prior
regulatory approval, make adjustments, if any, to the number of Optioned Shares
that may be purchased upon exercise of unexercised Options or to the Exercise
Price therefor, or both, as it shall deem appropriate and may amend the Option
Agreements relating to those Options to give effect to such adjustments and may
adjust the maximum number of Optioned Shares available under the Plan as may be
appropriate. If because of a proposed merger, amalgamation or other corporate
arrangement or reorganization, the exchange or replacement of Optioned Shares
for shares or other securities in another company is imminent, the Board of
Directors may, in a fair and equitable manner and subject to prior regulatory
approval, determine the manner in which all unexercised Options granted under
the Plan shall be treated including, for example, requiring the acceleration of
the time for the exercise of such Options by the Participants and of the time
for the fulfilment of any conditions or restrictions on such exercise.

6.10 TERMINATION FOR CAUSE

Subject to paragraph 6.11 and section 7, if a Participant is dismissed
as an officer or employee by the Corporation or by one of its subsidiaries for
cause, all unexercised Options of that Participant under the Plan shall
immediately be deemed to be terminated and shall lapse notwithstanding the
original term of the Option granted to such Participant under the Plan. Nothing
contained in the Plan shall be deemed to give an officer or employee the right
to be retained in the employ of the Corporation, or to interfere with the right
of the Corporation to terminate the employment of an officer or employee at any
time.

6.11 TERMINATION OTHER THAN FOR CAUSE

If a Participant ceases to be a director, officer or employee of the
Corporation or of one of its subsidiaries or ceases to provide consulting or
other services to the Corporation for any reason other than as a result of
having been dismissed for cause as provided in paragraph 6.10 or as a result of
the Participant's death, such Participant shall have the right for a period of
30 days (or until the normal expiry date of the Option rights of such
Participant if earlier) from the date of ceasing to be a director, officer,
employee or provider of services to exercise the Options of such Participant to
the extent they were then exercisable. Upon the expiration of such 30 day
period all unexercised Options of that Participant shall immediately be
terminated notwithstanding the original term of the Option granted to such
Participant under the Plan.

6.12 DECEASED PARTICIPANT

In the event of the death of a Participant, the legal representatives
of the deceased Participant shall have the right for a period of 90 days (or
until the normal expiry date of the Options of such Participant if earlier) from
the date of death of the deceased Participant to exercise the deceased
Participant's Options to the extent they were exercisable on the date of death.
Upon the expiration of such period all unexercised Options of the deceased
Participant

-3-
<PAGE>

shall immediately terminate and shall lapse notwithstanding the original term
of the Options granted to the deceased Participant under the Plan.

7. AMENDMENT AND DISCONTINUANCE OF PLAN AND OPTIONS

The Board of Directors may from time to time, subject to any
applicable Securities Laws and any required prior regulatory approval, suspend,
terminate or discontinue the Plan at any time, or amend or revise the terms of
the Plan or of any Option granted under the Plan and the Option Agreement
relating thereto, provided that no such amendment, revision, suspension,
termination or discontinuance shall in any manner adversely affect any Options
previously granted to a Participant under the Plan without the consent of that
Participant.

8. NO FURTHER RIGHTS

Nothing contained in the Plan nor in any Option granted hereunder
shall give any Participant or any other person any interest or title in or to
any Optioned Shares or any rights as a shareholder of the Corporation or any
other legal or equitable right against the Corporation whatsoever other than as
set forth in the Plan and pursuant to the exercise of any Option, nor shall it
confer upon the Participants any right to continue as an employee or executive
of the Corporation or of its subsidiaries.

-4-
<PAGE>

SCHEDULE A

STOCK OPTION AGREEMENT

THIS AGREEMENT made as of the _______ day of _____________, 19_____.

BETWEEN:

VISTA GOLD CORP.
709 - 700 West Pender Street
Vancouver, British Columbia
V6C 1G8

(hereinafter called the "Corporation")

AND:

______________________________________
c/o Vista Gold Corp.
709 - 700 West Pender Street
Vancouver, British Columbia
V6C 1G8

(hereinafter called the "Participant")

WITNESSES THAT WHEREAS:

A. The Corporation has established a stock option plan, a copy of which
is annexed as Schedule A (the "Plan");

B. The Participant is a director, officer or employee of the Corporation
or of one of its subsidiaries or a person who provides consulting or other
services to the Corporation and has been designated as a "Participant" under the
Plan by the Board of Directors of the Corporation.

NOW THEREFORE in consideration of the sum of One Dollar now paid by
the Participant to the Corporation (the receipt whereof is hereby acknowledged
by the Corporation) and other good and valuable consideration, it is agreed
between the parties hereto as follows:

1. INTERPRETATION

In this Agreement defined or capitalized words and terms used herein
shall have the meanings ascribed to them in the Plan unless otherwise defined in
this Agreement.

2. GRANT OF OPTION

The Corporation hereby grants to the Participant, subject to the terms
and conditions set forth in the Plan and this Agreement, an irrevocable right
and option (the "Option") to purchase ___________ Common Shares of the
Corporation (the "Optioned Shares") at the price of $____________ per Optioned
Share at any time after the date or dates set forth below with respect to the
number of Optioned Shares shown opposite such date or dates:

A-1
<PAGE>

Date No. of Optioned Shares Vested

_______________________ ___________________________________

until the close of business on the _______ day of ____________, _____ (the
"Expiry Date").

3. EXERCISE OF OPTION

The Participant shall have the right to exercise the Option hereby
granted, subject to the terms and conditions set forth in the Plan and the
Agreement, until the Expiry Date at which time the Option hereby granted shall
expire and terminate and be of no further force or effect for those Optioned
Shares in respect of which the Option hereby granted has not been exercised.

4. NO REQUIREMENT TO PURCHASE

5. SUBJECT TO PLAN

This Agreement shall be subject in all respects to the Plan as the
same shall be amended, revised or discontinued from time to time and all the
terms and conditions of the Plan are hereby incorporated into this Agreement as
if expressly set forth herein and as the same may be amended from time to time.

IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the date first above written.

___________________________________ ___________________________________
Witness Participant's Signature

___________________________________
Participant's Name
(print or type)

VISTA GOLD CORP.

Per:_______________________________

A-2

<PAGE>

EARNINGS PER SHARE COMPUTATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------------------------------
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
I. CANADIAN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

(a) BASIC EARNINGS PER SHARE
Net earnings (loss) $ (1,640) $ (54,019) $ (11,826)
Weighted average shares outstanding 89,456,478 89,101,056 56,309,941
Basic Earnings Per Share $ (0.02) $ (0.61) $ (0.21)

(b) FULLY DILUTED EARNINGS PER SHARE
Net earnings (loss) $ (1,640) $ (54,019) $ (11,826)
Interest income from cash from stock options - 5 14
Adjusted net earnings (loss) (1,640) (54,014) 11,812
Weighted average shares outstanding 89,456,478 89,101,056 56,309,941
Stock options deemed exercised 125,000 747,500 276,250
Adjusted weighted average shares outstanding 89,581,478 89,848,556 56,586,191
Fully diluted earnings per share $ (0.02) $ (0.60) $ (0.21)

II. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

(a) BASIC EARNINGS PER SHARE
Net earnings (loss) per U.S. GAAP $ 1,693 $ (71,634) $ (35,187)
Weighted average shares outstanding 89,456,478 89,101,056 56,309,941
Common stock equivalents
Stock options 125,000 747,500 276,250
89,581,478 89,848,556 56,586,191
Basic earnings per share $ (0.02) $ (0.80) $ (0.62)

(b) FULLY DILUTED EARNINGS PER SHARE
Net earnings (loss) per U.S. GAAP $ 1,693 $ (71,634) $ (35,187)
Weighted average shares outstanding 89,456,478 89,101,056 56,309,941
Stock options deemed exercised 125,000 747,500 276,250
Shares deemed repurchased (90,090) (263,405) (318,541)
89,491,388 89,585,151 56,267,650
Fully diluted earnings per share $ 0.02 $ (0.80) $ (0.63)
</TABLE>

<PAGE>

POWER OF ATTORNEY

Each of Ross J. Beaty, William M. Calhoun, C. Thomas Ogryzlo, David R. Sinclair,
Keith E. Steeves, Alan G. Thompson and Peter Walton hereby severally constitute
Michael B. Richings as his true and lawful attorney with full power to sign and
file for him, in his name and in his capacity or capacities indicated below, the
Form 10-K of Vista Gold Corp. for the year ended December 31, 1998 to be filed
with the U.S. Securities and Exchange Commission, and any and all amendments
thereto.

/s/ ROSS J. BEATY Vice Chairman and March 24, 1999
- --------------------------- Director
Ross J. Beaty

/s/ WILLIAM M. CALHOUN Director March 24, 1999
- ---------------------------
William M. Calhoun

/s/ C. THOMAS OGRYZLO Director March 24, 1999
- ---------------------------
C. Thomas Ogryzlo

/s/ DAVID R. SINCLAIR Chairman and March 24, 1999
- --------------------------- Director
David R. Sinclair

/s/ KEITH E. STEEVES Director March 24, 1999
- ---------------------------
Keith E. Steeves

/s/ ALAN G. THOMPSON Director March 24, 1999
- ---------------------------
Alan G. Thompson

/s/ PETER WALTON Director March 24, 1999
- ---------------------------
Peter Walton

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM "ITEM 8.
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1998 JAN-01-1997 JAN-01-1996
<PERIOD-END> DEC-31-1998 DEC-31-1997 DEC-31-1996
<CASH> 4,786 1,799 8,598
<SECURITIES> 90 132 213
<RECEIVABLES> 3,958 2,199 2,033
<ALLOWANCES> 0 0 0
<INVENTORY> 7,318 12,717 14,314
<CURRENT-ASSETS> 18,001 19,148 28,916
<PP&E> 151,385 154,106 149,492
<DEPRECIATION> 90,292 95,468 58,075
<TOTAL-ASSETS> 80,878 79,028 123,316
<CURRENT-LIABILITIES> 7,719 19,385 10,214
<BONDS> 13,217 0 0
0 0 0
0 0 0
<COMMON> 121,146 120,870 120,745
<OTHER-SE> (67,616) (65,795) (11,572)
<TOTAL-LIABILITY-AND-EQUITY> 80,878 79,028 123,316
<SALES> 37,083 40,123 34,847
<TOTAL-REVENUES> 40,433 40,371 35,569
<CGS> 27,009 30,917 32,076
<TOTAL-COSTS> 36,815 40,194 40,072
<OTHER-EXPENSES> 4,427 53,334 7,472
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 660 817 24
<INCOME-PRETAX> (1,469) (53,974) (11,999)
<INCOME-TAX> 171 45 (173)
<INCOME-CONTINUING> (1,640) (54,019) (11,826)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (1,640) (54,019) (11,826)
<EPS-PRIMARY> (0.02) (0.61) (0.21)
<EPS-DILUTED> (0.02) (0.60) (0.21)

</TABLE>