AMENDMENT TO LOAN AGREEMENT

     This Amendment to Loan Agreement is entered into this 31st
day of October, 1995, by and between Fischer-Watt Gold Company,
Inc., a Nevada corporation (the "Lender"), and Great Basin
Management Co., Inc., a Nevada corporation (the "Borrower").

     WHEREAS the Borrower and the Lender have entered into that
certain loan agreement dated August 28, 1995 (the "Loan
Agreement"), pursuant to which the Borrower has borrowed from the
Lender and the Lender has lent to the Borrower,

     NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants, terms and conditions set forth herein, and
other good and valuable consideration, the receipt and
sufficiency of which is hereby expressly acknowledged, the
parties hereto agree that Section 2.1 of the Loan Agreement is
hereby amended to read, in its entirety, as follows:

2.1  There is no requirement to repay the Loan or any interest
thereon unless the Proposed Merger has not occurred by December
1, 1995, in which event the entire amount of the Loan and accrued
interest shall be due and payable on January 1, 1996 (the "Due
Date").

     IN WITNESS WHEREOF the parties have caused this Amendment to
Loan Agreement to be executed by their respective officers duly
authorized.

                                 FISCHER-WATT GOLD COMPANY, INC. 


                                 By: /s/  George Beattie
                                          President



                                 GREAT BASIN MANAGEMENT CO., INC.


                                 By:  /s/ Dr. Anthony Taylor
                                          President