VISTA GOLD CORP
EXHIBIT 10.18
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<TYPE>EX-10.18
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<FILENAME>a2132241zex-10_18.txt
<DESCRIPTION>EXHIBIT 10.18
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                                                                   EXHIBIT 10.18

                        GLOBAL RESOURCE INVESTMENTS LTD.
                               7770 EL CAMINO REAL
                           CARLSBAD, CALIFORNIA 92009
                                     U.S.A.


December 31, 2002

VISTA GOLD CORP.
Suite 5, 7961 Shaffer Parkway
Littleton, Colorado 80127


ATTENTION: MR. JACK ENGELE


             RE: FINDER'S FEE - VISTA GOLD CORP. - PRIVATE PLACEMENT

Further to our recent conversations, this letter will confirm our various
discussions, and, when executed, will constitute a legally binding agreement for
the payment by Vista Gold Corp. (the "Company") to Global Resource Investments
Ltd. (the "Finder") of a finder's fee (the "Fee") respecting the proposed
private placement by the Company (the "Financing") of Special Warrants (the
"Special Warrants") with any persons introduced by the Finder to the Company, or
associates or affiliates of such persons (the "Investors").

We confirm that the Finder has introduced or will introduce potential Investors
to the Company as possible funding sources. In consideration for the Finder's
services in bringing the Company and the Investors together, the Company has
agreed to pay the Fee to the Finder on any part of the Financing which is
ultimately completed by the Company and the Investors. The terms of the proposed
Financing and Fee are as follows:

1.   FINANCING: The Financing will be on the terms and conditions as set out in
     the Term Sheet between the Company and the Finder a copy of which is
     attached to this Letter Agreement.

2.   FINDER'S FEE: The Finder will be paid a finder's fee equal to ten (10%)
     percent of the gross proceeds received by the Company from the sale of the
     Special Warrants. The Fee will be paid to the Finder in cash at each
     closing of the Financing.

3.   PRIOR CONDITIONS: The Financing and the payment of the Finder's Fee is
     conditional upon the Company receiving appropriate acceptance from the TSX.

4.   CLOSING: The Finder has no obligations or responsibilities in respect of
     the Financing and completion of the Financing is the responsibility of the
     Company and the Investors. However, the Finder agrees to use its reasonable
     best efforts to assist the Company and the Investors with the Closing and
     with exchange and delivery of documents and subscription funds at each
     Closing of the Financing.

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5.   NO AGENCY: The Company acknowledges that:

     (a)  the Finder is not and has not acted as its agent in respect of the
          Financing, and the Fee is paid as consideration only for the Finder's
          services in introducing the Investors to the Company;

     (b)  the Finder will be paid the Fee by the Company upon the closing of the
          Financing or a portion thereof;

     (c)  the Fee is payable to the Finder irrespective of any other commissions
          or fees which the Company may pay to any broker or other third party
          in respect of the Financing.

6.   INDEMNITY: The Company agrees to indemnify the Finder in respect of the
     financing, on the terms and conditions as set out in the form of Indemnity
     attached to this letter, and agrees to deliver to the Finder a duly
     executed Indemnity concurrently with signing of this Letter Agreement

7.   GOVERNING LAW: This letter agreement and the payment of the Fee shall be
     governed by the laws of the Province of British Columbia, Canada.

8.   AGREEMENT: This Agreement, including the attached Term Sheet and Indemnity,
     represents the entire agreement between the parties and supercedes any and
     all prior agreements and understandings, whether written or oral, between
     the parties. This Agreement may not be amended or otherwise modified except
     by an instrument in writing signed by both parties.

If the foregoing accurately sets out your understanding of our agreement, please
sign the acknowledgement below and return a signed copy of this letter to the
undersigned by fax at (760) 943-3935 at your earliest convenience.

Yours truly,

GLOBAL RESOURCE INVESTMENTS LTD.

Per:

/s/ Keith S. Presnell, C.F.O.

The foregoing terms are hereby acknowledged and agreed to, This 22 day of
January, 2003.


VISTA GOLD CORP.



Per:



/s/ John F. Engele
-------------------------------
John F. Engele
Vice President Finance and C.F.O.


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TERM SHEET
FOR PRIVATE PLACEMENT WITH VISTA GOLD CORP.
The transactions contemplated by this term sheet are subject to receipt of all
required regulatory and shareholder approvals and subject to negotiation of a
mutually satisfactory form of subscription agreement and finder's fee agreement.

ALL AMOUNTS ARE EXPRESSED IN U.S. $'S

FINDER
Global Resource Investments Ltd. ("Global")

PROCEEDS
Up to $3,400,000

PLACEES
All placees are at arm's length to Vista Gold Corp. (the "Corporation").

STRUCTURE
It is understood that shareholder approval will be required for this private
placement. Management will recommend approval.

The Corporation will issue Special Warrants, each priced at $2.42(1), which
will automatically convert into Units (defined below) upon shareholder
approval of this private placement. If shareholders do not approve this
private placement, the Corporation will redeem the Special Warrants, at face
value, in cash. Accordingly, proceeds from the sale of Special Warrants will
be placed in escrow, to be released to the Corporation upon shareholder
approval. In the event that shareholder approval is not obtained, the cash
will be returned to each placee by the Escrow Agent and the Special Warrants
will be canceled.

Each Unit will consist of one common share and one four-year warrant (the
"Unit"). Warrants will be priced at $3.14 if exercised before the first
anniversary of the Closing date; $3.56 if exercised before the second
anniversary of the Closing date; $3.92 if exercised before the third anniversary
of the Closing date; $4.28 if exercised before the fourth anniversary of the
Closing date (the "Exercise Prices"), subject to a Warrant Trigger defined
below.

WARRANT TRIGGER
Starting on the second anniversary of the Closing Date, if the common shares of
the Corporation trade at a value of 150% or more of the respective Exercise
Price (i.e. 150% of $3.92 before the third anniversary, and 150% of $4.28 before
the fourth anniversary) for a period of 15 consecutive trading days on the
American Stock Exchange, then the Corporation has the option to request that the
warrants be exercised. If the warrants are not exercised within 15 business days
following this request, they will be cancelled.

CLOSING DATE
As soon as practicable.


-----------
1    Market price of U.S. $2.85 has been protected, based on December 9, 2002
     memo from TSX. Special Warrant's price is discounted 15%. Price protection
     is not available to non-arm's-length parties.


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REGISTRATION
The Corporation will make reasonable commercial efforts to ensure that the
securities to be issued pursuant to this private placement are registered with
the SEC and have such registration statement declared effective by the SEC
within 6 months from the closing date. (No damages are contemplated for failure
to achieve this).



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FINDER'S FEES
Global will be acting only as finder, not as agent. (Accordingly there will be
no Agency Agreement.) Finder's fees will be 10% of the gross proceeds raised,
payable in cash to Global, the Corporation will pay reasonable legal costs of
the finder, such costs not to exceed $15,000.


Global Resource Investments Ltd.                 Vista Gold Corp.



/s/ Keith S. Presnell                            /s/ John F. Engele
Keith S. Presnell, C.F.O.                        John F. Engele, C.F.O.
                                                 December 23, 2002


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                                    INDEMNITY


In accordance with a Finders Fee agreement (the "Agreement") dated for reference
December 31, 2002 between VISTA GOLD CORP. (the "Company") and GLOBAL RESOURCES
INVESTMENTS LTD. (the "Finder"), the Company agrees as follows:

1.   The Company agrees to indemnify and hold harmless the Finder and its
     affiliates, their respective directors, officers, employees, partners,
     agents and each other person, if any, controlling the Finder or any of its
     affiliates (collectively including the Finder, the "Indemnified Parties"
     and individually, an "Indemnified Party"), to the full extent lawful, from
     and against any and all expenses, losses, claims, actions, damages and
     liabilities, joint or several, (including the aggregate amount paid in
     reasonable settlement of any actions, suits, proceedings, investigations or
     claims and the reasonable fees and expenses of their counsel that may be
     incurred in advising and defending any action, suit, proceeding,
     investigation or claim that may be made or threatened against any
     Indemnified Party but not including any amount for lost profits) to which
     any Indemnified Party may become subject or otherwise involved in any
     capacity under any statute or common law or otherwise insofar as such
     expenses, losses, claims, actions, damages or liabilities relate to, are
     caused by, result from, arise out of or are based upon, directly or
     indirectly, the performance of services rendered by the Finder under the
     Agreement, or otherwise in connection with the Financing (as defined in the
     Agreement).

2.   Notwithstanding the foregoing, this indemnity shall not apply to the extent
     that a court of competent jurisdiction in a final judgment that has become
     non-appealable shall determine that such expenses, losses, claims, actions,
     damages or liabilities to which the Indemnified Party may be subject were
     directly caused by the gross negligence, bad faith or wilful misconduct of
     the Indemnified Party.

3.   If for any reason (other than determinations as to any of the events
     referred to in paragraph 2 of this indemnity) the foregoing indemnification
     is unavailable to any Indemnified Party or is insufficient to hold any
     Indemnified Party harmless, the Company will jointly and severally
     contribute to the amount paid or payable by the Indemnified Party as a
     result of such expense, loss, claim, action, damage or liability in such
     proportion as is appropriate to reflect not only the relative benefits
     received by the Company on the one hand and the Finder or any other
     Indemnified Party on the other hand, but also the relative fault of the
     Company, the Finder or any other Indemnified Party as well as any relevant
     equitable considerations; provided that the Company will in any event
     contribute to the amount or amounts paid or payable by the Finder or any
     other Indemnified Party as a result of any such expense, loss, claim,
     action, damage or liability (except for any such expense, loss, claim,
     action, damage or liability which is determined by a court of competent
     jurisdiction to have been caused directly by the gross negligence, bad
     faith or wilful misconduct of the Indemnified Party), the portion of such
     amount or of the aggregate of such amount that is in excess of the amount
     of the fees received by the Finder under the Agreement.

4.   The Company agrees that if: (a) any legal proceeding is brought against the
     Company or the Finder or any other Indemnified Party by any person or
     entity, including without limitation any governmental commission or
     regulatory authority, or (b) any stock exchange or other entity having
     regulatory authority, either domestic or foreign, investigates the Company
     or the Finder or any other Indemnified Party, and the Finder or such other
     Indemnified Party is required to testify in connection therewith or is
     required to respond to procedures designed to discover information
     regarding, in connection with, or by reason of the Agreement, the
     engagement of the Finder thereunder or the performance of services rendered
     by the Finder thereunder, the Finder or such other Indemnified Party will
     have the right to employ its own counsel in connection therewith, and the
     reasonable fees and expenses of such counsel as well as the reasonable
     costs (including an amount to reimburse the Finder for time spent by its,
     or any of its affiliates, directors, officers, employees, partners or
     agents (collectively, "Personnel") in connection therewith) and
     out-of-pocket expenses incurred by its Personnel in connection therewith
     will be paid by the Company as they occur.



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                                      -2-

5.   Promptly after receiving notice of an action, suit, proceeding or claim
     against the Finder or any other Indemnified Party or receipt of notice of
     the commencement of any investigation which is based, directly or
     indirectly, upon any matter in respect of which indemnification may be
     sought from the Company, the Finder will notify the Company in writing of
     the particulars thereof, will provide copies of all relevant documentation
     to them and, unless the Company assumes the defence thereof, will keep the
     Company advised of the progress thereof and will discuss all significant
     actions proposed. The omission to so notify the Company will not relieve
     them of any liability which they may have to the Finder or any other
     Indemnified Party except only to the extent that any such delay in or
     failure to give notice prejudices the defence of such action, suit,
     proceeding, claim or investigation or results in any material increase in
     the liability which the Company would otherwise have under this indemnity
     had the Finder or the Indemnified Party not so delayed in or failed to give
     the notice required.

6.   The Company will be entitled, at its own expense, to participate in and, to
     the extent it may wish to do so, assume the defence thereof, provided such
     defence is conducted by experienced and competent counsel. Upon the Company
     notifying the Finder in writing of their election to assume the defence and
     retaining counsel, the Company will not be liable to the Finder or any
     other Indemnified Party for any legal expenses subsequently incurred by
     them in connection with such defence. If such defence is assumed by the
     Company, it throughout the course thereof will provide copies of all
     relevant documentation to the Finder, will keep the Finder advised of the
     progress thereof and will discuss with the Finder all significant actions
     proposed.

7.   Notwithstanding the foregoing paragraph, any Indemnified Party will have
     the right, at the joint and several expense of the Company, to employ
     counsel of such Indemnified Party's choice in respect of the defence of any
     action, suit, proceeding, claim or investigation if: (i) the employment of
     such counsel has been authorized by the Company; or (ii) the Company has
     not assumed the defence and employed counsel within a reasonable time after
     receiving notice of such action, suit, proceeding, claim or investigation;
     or (iii) counsel retained by the Company or the Indemnified Party has
     advised the Indemnified Party that representation of tile parties by tile
     same counsel would be inappropriate because there may be legal defences
     available to the Indemnified Party which are different from or in addition
     to those available to the Company (in which event and to that extent, the
     Company will not have the right to assume or direct the defence on the
     Indemnified Party's behalf) or that there is a conflict of interest between
     the Company and the Indemnified Party (in which event the Company will not
     have the right to assume or direct the defence on the Indemnified Party's
     behalf).

8.   No admission of liability and no settlement of any action, suit,
     proceeding, claim or investigation shall be made without the consent of the
     Indemnified Parties affected, such consent not to be unreasonably withheld.
     No admission of liability shall be made and the Company will not be liable
     for any settlement of any action, suit, proceeding, claim or investigation
     made without their consent, such consent not to be unreasonably withheld.

9.   The Company hereby acknowledges that the Finder acts as trustee for other
     Indemnified Parties of the covenants of the Company under this indemnity
     with respect to such persons and the Finder agrees to accept such trust and
     to hold and enforce such covenants on behalf of such persons.

10.  The Company agrees to waive any right they may have of first requiring any
     Indemnified Party to proceed against or enforce any other right, power,
     remedy or security or claim payment from any other person before claiming
     under this indemnity. The indemnity and contribution obligations of the
     Company hereunder will be in addition to, but not in duplication of, any
     liability which the Company may otherwise have, shall extend upon the same
     terms and conditions to the Indemnified Parties and shall be binding upon
     and enure to the benefit of any successors, assigns, heirs and personal
     representatives of the Company, the Finder and any other Indemnified Party.
     The foregoing provisions shall survive the completion of professional
     services rendered under the Agreement or any termination of the
     authorization given by the Agreement, and shall continue for a period of
     three years after the date of the last of such events to occur.



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                                      -2-



DATED at Carlsbad, CA as of the 17 day of January, 2003.


VISTA GOLD CORP.



/s/  John F. Engele
-----------------------------
Authorized Signatory - V. P. Finance & CFO




GLOBAL RESOURCES INVESTMENTS LTD.



/s/ Keith S. Presnell
-----------------------------
Authorized Signatory

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