VISTA GOLD CORP
EXHIBIT 10.37
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>3
<FILENAME>a2042307zex-10_37.txt
<DESCRIPTION>EXHIBIT 10.37
<TEXT>

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                              EMPLOYMENT AGREEMENT

                              (Ronald J. McGregor)

THIS AGREEMENT is entered into to be effective as of September 8, 2000
("Effective Date") between Vista Gold (US) Inc., a Delaware Corporation, whose
address is 7961 Shaffer Parkway, Suite 5, Littleton, CO 80127 ("Employer"), and
Ronald J. McGregor ("Employee").

1.   EMPLOYMENT. Employer hereby employs Employee and Employee hereby accepts
     employment by Employer upon the terms and conditions hereinafter set forth.

2.   TERM. The term of this Agreement shall begin on the Effective Date and
     shall continue until terminated in accordance with the terms contained
     herein.

3.   COMPENSATION.

     (a)     For services rendered by Employee under this Agreement during
             calendar year 2000, Employer shall pay Employee salary, on an
             annualized basis, commencing September 8, 2000, of $160,000.
             Subsequent years' compensation for Employee shall be determined by
             Employer based upon Employee's performance, but in no event shall
             Employee's annualized compensation be reduced below $160,000.

     (b)     In addition to the foregoing, Employee shall be entitled to receive
             other compensation and fringe benefits, to be paid by Employer,
             including four (4) weeks paid vacation per year; health, dental,
             life, disability and accidental death and dismemberment insurance,
             but that all such insurance shall be comparable to insurance
             provided to other employees of Employer; a 401K benefit plan on the
             same basis as made available to other United States employees of
             Employer; dues for professional organizations of which Employee is
             a member; a performance bonus in accordance with the


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             Employer's executive incentive plan; and a car allowance.

     (c)     In addition to the Base Salary, Employee shall be entitled to
             request the Board of Directors (the Board) of Vista Gold Corp., a
             Yukon Territory Corporation (VGC) to consider payment to him of an
             annual bonus. The amount of the bonus, if any, will be paid by the
             Employer and will be in the absolute and unfettered discretion of
             the Board. Employee acknowledges that the bonus is completely at
             the discretion of the Board and Employee shall in no circumstances
             be entitled to claim any right or entitlement to a bonus regardless
             of his performance or the performance of VGC or the Employer during
             the Term.

4.   DUTIES. Employee shall, from the effective date, assume the role of
     President and Chief Executive Officer of VGC and Employer. As
     President and Chief Executive Officer of VGC and Employer, Employee shall,
     subject to the direction and control of the Board, devote his whole working
     time and attention and all of his skills to the business of VGC and of
     Employer and shall perform all such acts as are necessary to properly and
     efficiently carry out the duties reasonably expected of a President and
     Chief Executive Officer. During the Term, Employee shall at all times act
     in the best interests of VGC and Employer and shall not, without the prior
     consent in writing of the Board, enter into the services of or be employed
     in any capacity or for any purpose whatsoever by any firm, person or
     corporation and shall not be engaged as owner, operator, financier,
     advisor, manager, salesman or otherwise in any business, enterprise or
     undertaking other than pursuant to this Agreement. Subject to the
     provisions of Paragraph 6(b) below regarding "Fundamental Change".

5.   BOARD. Employee hereby consents to act as a director of VGC and of Employer
     so long as he remains President and Chief Executive Officer of VGC
     and Employer. If requested by the Board, Employee shall also act as an
     officer of or the nominee of VGC on the board of directors of any other
     companies in which VGC has an


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     interest. On termination of Employee's employment with the Employer, for
     any reason, Employee shall resign as a director and officer of VGC and
     Employer and each such other company in which Employee has been appointed
     by VGC as an officer or as the nominee of VGC on the board of directors
     and Employee agrees to sign all documents and take all steps as are
     necessary to effect such resignations.

6.   TERMINATION AND SEVERANCE PAY.

     (a)     The phrase "just cause" as used in this Agreement shall include,
             but not be limited to, failure to perform Employee's duties
             hereunder in a manner reasonably satisfactory to the Board (it
             being understood that the Employee shall be provided with not less
             than sixty (60) days' notice and opportunity to cure any such
             failures before they are deemed "just cause"), death, permanent
             disability, breach of any fiduciary duty to VGC and Employer, or
             conviction in a criminal proceeding (excepting traffic violations
             or similar misdemeanors).

     (b)     The phrase "Fundamental Change" as used in this Agreement means:

             (i)     an adverse change in any of the duties, powers, rights,
                     discretion, salary or benefits of Employee as they exist at
                     the Effective Date;

             (ii)    a diminution of the title of Employee as it exists at the
                     Effective Date;

             (iii)   a change in the metropolitan area at which the Employee is
                     regularly required to carry out the terms of his employment
                     with the VGC and Employer at the Effective Date.

     (c)     Employee may terminate this Agreement upon 30 days written notice
             to Employer prior to such date of termination.


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     (d)     Subject to the provisions of Paragraph 6(e) below, Employer may
             terminate this Agreement for just cause, as defined in Paragraph
             6(a) above, immediately upon written notice to Employee (except in
             instances in which the cure period applies, in which event the
             notice may not be given until the end of the cure period), with the
             result that all benefits to Employee under this Agreement shall
             cease immediately upon Employer's issuance of that notice.

     (e)     In the event that a Fundamental Change occurs in Employee's
             employment other than for just cause or if Employee's employment
             under this Agreement is terminated other than for just cause,
             Employee shall be entitled to:

             (i)     continuation of his salary (less the usual statutory and
                     other deductions) for twelve months after such Fundamental
                     Change or termination ("Continuation Period");

             (ii)    for vacation and retirement savings plan purposes, the
                     Continuation Period will count as regular employment;

             (iii)   subject to the approval of VGC's Compensation Committee and
                     the requirements of VGC's stock option plan, for the
                     purpose of any stock options Employee holds, all options
                     not yet vested shall be deemed vested as of the date of
                     termination of Employee's employment, and for purposes of
                     exercise of such options, Employee's employment shall be
                     deemed to be terminated at the end of the Continuation
                     Period, unless he has elected the Retirement Option,
                     described in Paragraph 6(g) below, in which event
                     Employee's employment terminates upon the termination date;

             (iv)    Employee is eligible for the pro rata portion of the annual


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                     performance bonus, if any, to which he would have been
                     entitled to the date of termination. This bonus amount, if
                     any (less any statutory holdback), will be payable when
                     awarded by Employer in the ordinary course of its business,
                     notwithstanding the date of Employee's termination;

             (v)     all of Employee's benefits paid by Employer, as described
                     in Paragraph 3 (b), will be continued during the
                     Continuation Period, to the extent that Employer maintains
                     such benefits for its other employees during the
                     Continuation Period; provided, however, that if Employee
                     becomes employed by another employer prior to the expiry of
                     the Continuation Period, Employee's benefits will be
                     discontinued by Employer upon Employee's eligibility for
                     benefits with his new employer; and

             (vi)    if long term disability coverage is available after
                     termination, Employee may elect to continue that insurance
                     at his expense; however, Employee acknowledges that
                     Employer's insurer may consider that there has been a
                     material change in Employee's employment status that could
                     increase the amount of the premiums for same. If Employer
                     is paying the premiums for Employee's disability coverage
                     at the time of Employee's termination, Employer shall
                     continue to pay during the Continuation Period the amount
                     of premiums it was paying at the time of termination, it
                     being understood and agreed that any subsequent increased
                     premium amount shall be at the sole cost of Employee.

     (f)     In the event Employee's employment hereunder is terminated at any
             time prior to the termination of this Agreement by his voluntary
             resignation or for just cause by Employer, Employee shall be
             entitled to a pro rata portion of any bonus to which he otherwise
             would have been entitled to receive that year, but Employee shall
             not be entitled to any severance pay or other benefits after such


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             resignation or termination, except such as may be payable to him
             pursuant to the terms of any profit sharing plan of Employer then
             in effect (there being no such plan in effect as of the Effective
             Date).

     (g)     In the event of a Fundamental Change as provided in Paragraph 6(e)
             or a termination other than for just cause, Employee may elect the
             "Retirement Option", by so advising Employer in writing within
             thirty (30) days after the Fundamental Change occurs. If Employee
             so elects, he will receive his salary, vacation pay, company
             contribution to his retirement savings plan, and the reasonable
             present value of Employee's other Employer--paid benefits for the
             Continuation Period (less statutory holdbacks) in a lump sum
             retiring allowance following termination.

     (h)     In the event of Employee's death after commencement but before
             expiry of the Continuation Period, any unpaid salary, vacation,
             bonus or pension amount that would have been payable under this
             Agreement during the remainder of the Continuation Period will be
             paid as a lump sum to Employee's estate, and for the purposes of
             all survivor benefits it will be deemed that Employee died while
             employed by Employer so that Employee's designated beneficiaries or
             Employee's estate receive such survivor benefits.

7.   LAWSUITS. Employee shall promptly notify the Board of any suit, proceeding
     or other action commenced or taken against VGC and/or Employer or of any
     facts or circumstances of which Employee is aware which may reasonably form
     the basis of any suit, proceeding or action against Employer

8.   BOARD INFORMATION. Employee shall keep the Board fully informed of all
     matters concerning VGC and Employer and shall provide the Board with status
     reports concerning VGC at such times, in such manner and containing such
     information as the Board may request from time to time.


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9.   COMPLIANCE WITH LAWS. To carry out his obligations hereunder, Employee
     shall make reasonable efforts to familiarize himself with and shall cause
     VGC and Employer to comply with all relevant and applicable laws,
     regulations and orders and in particular, shall conduct the business of VGC
     in a manner so as to cause VGC to comply in all material respects with all
     federal, provincial, state or local environmental laws, regulations and
     orders of application in each jurisdiction where VGC carries on business or
     owns assets. Employee shall promptly notify the Board if he becomes aware
     that VGC or any of its subsidiaries has violated any law.

10.  DISCLOSURE OF INFORMATION. By acceptance of this Agreement, Employee
     expressly acknowledges that he has received or will receive certain
     confidential information pertaining to the operations and business
     affairs of VGC and, as the same may exist from time to time, such
     information is a valuable, special and unique asset of the VGC's
     business Employee agrees that he shall not, during his employment under
     this Agreement or at any time thereafter, disclose any such information
     to any person, firm, corporation, association, or other entity for any
     reason or purpose whatsoever without the prior written consent of VGC.
     Employee also hereby agrees that immediately upon any termination of
     this Agreement, for any reason whatsoever, Employee shall return to VGC
     all copies of any such information (in whatever form) then in Employee's
     possession.

11.  ASSIGNMENT. This Agreement and rights and obligations of the parties hereto
     may be assigned by VGC and shall bind and inure to the benefits of the
     assigns, successor or successors of VGC and, insofar as payments are to be
     made to Employee after his death, shall inure to the benefit of the
     assigns, heirs, estate or legal representative of Employee. This Agreement
     is personal to Employee and may not be assigned by Employee.

12.  ENTIRE AGREEMENT; MODIFICATIONS. This document contains the entire
     agreement of the parties with respect to the subject matter hereof, and it
     may only be changed,


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     modified, supplemented or amended by an agreement in writing signed by the
     party to be bound thereby.

13.  GOVERNING LAW. This Agreement shall be interpreted and governed in
     accordance with the laws of the State of Colorado.

14.  SEVERABILITY. If any part of this Agreement is for any reason declared to
     be illegal, invalid, unconstitutional, void or unenforceable, all other
     provisions hereof not so held shall be and remain in full force and effect,
     and the intention of the parties as expressed in the stricken provision(s)
     shall be given effect to the extent possible.

15.  DOLLAR REFERENCES. All references to "dollars" and "$" shall mean United
     States Dollars.

16.  REVIEW BY EMPLOYEE'S COUNSEL. Employee acknowledges that this Agreement has
     been reviewed on his behalf by a Colorado attorney. Employer agrees to
     reimburse Employee for reasonable attorney's fees and expenses incurred by
     Employee in such review.


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          IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year set forth below their signatures, effective as of the day and year
first above written.

      The Corporate seal of
      Vista Gold Corp. was hereunto
      Affixed in the presence of:

                                                       (C/S)

      ---------------------------
      Authorized Signatory


      ---------------------------
      Authorized Signatory


      Signed, Sealed and Delivered
      by Ronald J. McGregor
      in the presence of:
                                                       ------------------------
                                                       Ronald J. McGregor


      ----------------------------
      Witness


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