THIS AGREEMENT made as of the 10^th day of October, 2003.

BETWEEN

METALLIC VENTURES GOLD INC., a corporation
incorporated under the Laws of Ontario

(hereinafter called the "Corporation")

OF THE FIRST PART

and:

William S. Griffith

(hereinafter called the "Executive")

OF THE SECOND PART

WITNESSES THAT:

        WHEREAS the Executive is presently employed by the Corporation in the capacity of Esmeralda Safety Engineer reporting to the Esmeralda Mine Manager of the Corporation;

        AND WHEREAS the Corporation and the Executive are desirous of having certain rights and benefits in the event that the Executive is dismissed or the employment of the Executive with the Corporation is terminated in a manner set forth hereinafter;

        AND WHEREAS the Corporation wishes to retain the benefit of the employment of the Executive with the Corporation and to ensure that the Executive is able to carry out his responsibilities with the Corporation free from any distractions associated with any potential change in the ownership or control of the Corporation or its assets;

        NOW THEREFORE in consideration of the promises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Executive and the Corporation, it is agreed by and between the Executive and the Corporation as follows:

-2-

ARTICLE ONE

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions: In this Agreement, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings set forth below:

(a)

"Accountant" means a Certified Accountant reasonably acceptable to the Executive. If the Executive and the Auditor cannot agree on an Accountant, then both the Executive and the Auditor shall nominate an accountant. The two nominees shall select a third accountant who shall act as Accountant hereunder and whose determinations shall be binding on the parties. All fees and disbursements and other expenses incurred in the nomination process and the retainer of the Accountant shall be borne by the Corporation;



(b)

"Agreement" means this agreement as amended from time to time;



(c)

"Auditor" means the accounting firm which was, immediately prior to the Change in Control, the Corporation's independent auditor;



(d)

"Benefit Plans" means all stock option or share purchase plans, employee loans, home purchase loans, insurance, long-term disability, medical, dental or other executive and employee benefit plans, including without limitation any pension or company sponsored retirement savings plans, and all privileges (including without limitation automobile leases) provided by the Corporation or any subsidiary of the Corporation to the Executive;



(e)

"Cause" shall mean termination by the Corporation of the Executive's employment based upon (i) the willful and continued failure by the Executive substantially to perform the Executive's duties with the Corporation after a written demand for substantial performance is delivered to the Executive by the board of directors of the Corporation, which demand specifically identifies the manner in which the board believes that the Executive has not substantially performed the Executive's duties, other than any (a) such failure resulting from the Executive's incapacity due to physical or mental illness, (b) any such actual or anticipated failure after the issuance of a notice of termination by the Executive following a Triggering Event or (c) the Corporation's active or passive obstruction of the performance of the Executive's duties and responsibilities or (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Corporation monetarily after a written explanation from the board detailing the conduct and the injury is delivered to the Executive. For purposes of this definition, no act, or failure to act, on the Executive's part shall be deemed willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Corporation;

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