
                      NON-QUALIFIED STOCK OPTION AGREEMENT


     NON-QUALIFIED  STOCK OPTION  AGREEMENT  made as of the 20th day of October,
1998,  between GOLDEN EAGLE  INTERNATIONAL,  INC., a Colorado  corporation  (the
"Corporation"), and Terry C. Turner (the "Optionee").

     In consideration of the Optionee continuing employment with the Corporation
(the  "Employment")  and the Optionee  agreeing to perform its obligations as an
officer, director, and employee, the Corporation desires to provide the Optionee
with an  opportunity  to acquire  shares of the common stock of the  Corporation
(the "Common Stock").

Definitions For the purpose of this  Non-Qualified  Stock Option Agreement,  the
following terms, when used herein, have the following meanings:

"Date of Grant":              October 20, 1998

"Underlying Shares":          A total of 15,000,000  shares of Common Stock, all
                              of which  shares  vest as set  forth  below  under
                              "Vesting".

"Vesting":  "A"               10,000,000 shares on the Date of Grant.

            "B"               5,000,000  shares  on  November  1,  1999,  if the
                              Optionee  is  still  an  employee,   officer,   or
                              director of the Corporation on such date

"Option Price":               $0.16 per share.

"Term of Option":             through November 1, 2001, unless sooner terminated
                              as provided in Paragraph 5 hereof.

     NOW,  THEREFORE,  in  consideration  of the premises,  the mutual covenants
herein set forth and other good and valuable consideration,  the Corporation and
the Optionee agree as follows:

          Confirmation of Grant of Option.  Pursuant to a  determination  of the
Board of Directors of the  Corporation  (the  "Board") made on October 20, 1998,
the  Corporation,  subject  to the terms of this  Agreement,  confirms  that the
Optionee  has been  irrevocably  granted as of the Date of Grant,  Non-Qualified
Option to purchase (the "Option") an aggregate of the total number of Underlying
Shares on the terms and  conditions  herein set forth,  subject to adjustment as
provided in Paragraph 8 hereof.

          Vesting.  The Option vests as set forth above,  subject to the proviso
contained in Vesting "B", above.


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          Purchase  Price.  The purchase price of shares of Common Stock covered
by the Option will be the Option  Price,  subject to  adjustment  as provided in
Paragraph 8 hereof.

          Method of Exercise and Medium and Time of Payment.

          The Option may be  exercised  as to any or all whole  shares of Common
Stock as to which it then is exercisable. The Option may be exercised only as to
whole shares in increments of 100 shares.

          Each exercise of the Option granted hereunder,  whether in whole or in
part, shall be by written notice to the secretary of the Corporation designating
the  number of shares as to which the  Option is being  exercised,  and shall be
accompanied  by payment in full of the Option  Price for the number of shares so
designated,  together  with any written  statements  required by any  applicable
securities laws.

          The Option  Price  shall be paid in cash or by  certified  funds or by
surrender to the Corporation of shares of the  Corporation's  common stock which
shares  will be valued  for the  purposes  hereof at the  average  price of such
shares as quoted on the OTC Bulletin Board,  Nasdaq,  or some other  independent
quotation  medium based on closing bid prices or, if  available,  closing  sales
prices during the seven days prior to the exercise of the Option.

          Term of  Option.  The  term of the  Option  will  be as  stated  under
"Definitions."

          No Rights As  Shareholder.  The  Optionee  will not have any rights to
dividends  or any other  rights of a  shareholder  with respect to any shares of
Common  Stock  subject to the Option until such shares shall have been issued to
him or her (as evidenced by the appropriate  transfer agent of the  Corporation)
upon purchase of such shares through exercise of the Option.

          Non-transferability  of Option.  Without the Company's written consent
(which consent the Company will not unreasonably  withhold),  the Option may not
be:  assigned,  transferred  (except as otherwise  provided herein) or otherwise
disposed of; or pledged or  hypothecated in any way (whether by operation of law
or  otherwise);  and shall not be subject  to  execution,  attachment,  or other
process.

          Any assignment,  transfer, pledge,  hypothecation or other disposition
of the Option or any attempt to make any such levy of  execution,  attachment or
other  process  (other  than as  permitted  hereunder)  will cause the Option to
terminate immediately upon the happening of any such event,  provided,  however,
that any such  termination of the Option under the foregoing  provisions of this
Paragraph 7 will not prejudice any rights or remedies which the  Corporation may
have under this Option Agreement or otherwise.

          Adjustments.


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          If there is any change in the number of shares of Common Stock through
the declaration of stock dividends,  or through a recapitalization  resulting in
stock splits, or combinations or exchanges of such shares,  the number of shares
of Common Stock covered by the Option,  and the exercise  price per share of the
Option,  shall be proportionately  adjusted by the Board to reflect any increase
or decrease in the number of issued shares of Common Stock;  provided,  however,
that any fractional shares resulting from such adjustment shall be eliminated.

          In the  event  of  the  proposed  dissolution  or  liquidation  of the
Corporation, or any corporate separation or division, including, but not limited
to,  split-up,  split-off  or  spin-off,  or a merger  or  consolidation  of the
Corporation with another  corporation,  the Board shall provide the Optionee not
less than 45 days' notice of the record date for such event, and all Options not
yet vested will vest  immediately  upon such notice.  If the  Optionee  fails to
exercise the Option prior to the record date,  the Option shall  terminate  upon
the occurrence of the event.

          Paragraph  (b) of this  Section  8 shall  not  apply  to a  merger  or
consolidation  in which the Corporation is the surviving  corporation and shares
of Common Stock are not converted into or exchanged for stock, securities of any
other corporation, cash or any other thing of value, or to a spin-off, split-up,
or split-off in which the Corporation survives, even though a substantial amount
of  assets  of the  Corporation  may have  been  conveyed.  In the  event of any
transaction  contemplated in this Paragraph 8(c), the Corporation  shall provide
notice of such  transaction  to the Holder to the same extent such notice may be
required to be given to shareholders of the Corporation.

          In the event of a change in the  Common  Stock of the  Corporation  as
presently  constituted,  which is limited  to a change of all of its  authorized
shares with par value into the same number of shares with a different  par value
or without par value,  the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of this Option.

          To the  extent  that  the  foregoing  adjustments  relate  to stock or
securities  of the  Corporation,  such  adjustments  shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.

          Except as expressly  provided in this  Section 8, the  Optionee  shall
have no rights by reason of any subdivision or  consolidation of shares of stock
of any class or the  payment  of any stock  dividend  or any other  increase  or
decrease  in the  number  of  shares  of stock of any  class or by reason of any
dissolution,  liquidation,  merger,  or  consolidation  or spin-off of assets or
stock of  another  corporation;  and any issue by the  Corporation  of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common  Stock  subject to the  Option.  The
grant of this  Option  shall  not  affect  in any way the  right or power of the
Corporation to make adjustments,  reclassifications,  reorganizations or changes
of its  capital  or  business  structures  or to merge or to  consolidate  or to
dissolve, liquidate or sell, or transfer all or part of its business or assets.

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          Restricted  Securities.  The  Optionee  understands  that  neither the
Option nor the shares of Common  Stock  subject  thereto and  issuable  upon the
exercise  thereof are  registered  under the Securities Act of 1933, as amended,
and the Company has not made any  undertaking  to register  either the Option or
the shares of Common Stock  issuable upon exercise  thereof under the Securities
Act of 1933 except as hereinafter  expressly  provided.  The Optionee represents
that the  Option is being  acquired  by him and  that,  if at the time of Option
exercise there is no effective  registration  statement,  the Option may only be
exercised  to the  extent an  exemption  from  registration  under  federal  and
applicable  state law exists for such exercise,  and in such event the shares of
Common  Stock  underlying  the Option  will be  acquired  by him for  investment
purposes and all  certificates for the shares issued upon exercise of the Option
will bear the following legend:

          The shares  represented by this  Certificate  have not been registered
          under the  Securities  Act of 1933 (the  "Act"),  and are  "restricted
          securities"  as that term is  defined  in Rule 144 under the Act.  The
          shares  may not be offered  for sale,  sold or  otherwise  transferred
          except pursuant to an effective  registration statement under the Act,
          the  availability of which is to be established to the satisfaction of
          the Company.

          Notices. Each notice relating to this Agreement will be in writing and
delivered in person or by certified mail to the proper  address.  All notices to
the  Corporation  shall be addressed to it at its office at 4949 South  Syracuse
Street, Suite 300, Denver,  Colorado 80237. All notices to the Optionee or other
person or persons then entitled to exercise the Option shall be addressed to the
Optionee  or such  other  person or  Persons  at the  Optionee's  address  below
specified.  Anyone  to whom a  notice  may be given  under  this  Agreement  may
designate a new address by notice to that effect.

          Compliance  with Law.  The exercise of the Option and the issuance and
delivery  of  shares  of Common  Stock  pursuant  thereto  shall be  subject  to
compliance by the Holder and the Corporation  with the  requirements of the 1933
Act,  the  Securities  Exchange  Act  of  1934,  as  amended,  applicable  state
securities laws, the rules and regulations  thereunder,  and the requirements of
any stock  exchange  upon which the Common Stock may then be listed or quotation
service through which the Common Stock might be quoted.


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          Benefits of Agreement. This Agreement will inure to the benefit of and
be binding upon each successor and assign of the  Corporation.  All  obligations
imposed upon the Optionee and all rights granted to the  Corporation  under this
Agreement will be binding upon the Optionee's heirs, legal  representatives  and
successors.

          Tax Matters. The Optionee agrees that the Optionee will make provision
for the payment of any and all federal,  state,  and local income taxes or other
taxes that may be due on the grant or the  exercise  of the Option and will,  if
required by applicable  law, make payment to the  Corporation of an amount equal
to the Corporation's withholding obligation.  The Optionee will consult with its
tax advisor with respect to the  advisability of making an election  pursuant to
Section  83(b) of the Internal  Revenue Code and other tax issues that may arise
pursuant to this agreement to the extent the Optionee deems such consultation to
be necessary or appropriate.

          Section 16  Obligations.  By accepting  this  Agreement,  the Optionee
accepts the Option  granted  hereby and, if otherwise  subject to the  reporting
requirements  of Section 16(a) or the  liability  provisions of Section 16(b) of
the 1934 Act, agrees to file all reports that may be required under the 1934 Act
and to indemnify and hold the Corporation harmless from any and all liability of
the Optionee under said Section 16(b).

          Governmental and Other Regulations. The exercise of the Option and the
Corporation's  obligation to sell and deliver shares upon the exercise of rights
to purchase  shares is subject to all applicable  federal and state laws,  rules
and regulations,  and to such approvals by any regulatory or governmental agency
which may, in the opinion of counsel for the Corporation, be required.

     IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Agreement  to be
executed  in its name by its  President  and its  corporate  seal to be hereunto
affixed and attested by its Secretary and the Optionee has hereunto set his hand
and seal all as of the date first above written.

                                         GOLDEN EAGLE INTERNATIONAL, INC.
(Seal)

                                         By: 
                                            ------------------------------------
                                            Terry C. Turner, President
ATTEST:


----------------------------------------
Mary Erickson, Secretary


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     The undersigned Optionee understands the terms of this Option Agreement and
hereby agrees to comply therewith.


_________, 1998                             By:   _____________________________
                                            Name: _____________________________
                                            Title:_____________________________
Tax ID:__________________                       _______________________________
                                                (Address of Optionee)


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