B-1


                                   APPENDIX B


                             PROPOSED AMENDMENTS TO
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                    THE EXPLORATION COMPANY OF DELAWARE, INC.


PROPOSAL II - CLASSIFIED BOARD

Article 6 of the Certificate of Incorporation to be amended to add the following
two paragraphs (in addition to the paragraph now contained therein):

                    Subject  to the  rights  of the  holders  of any  series  of
          Preferred  Stock  to  elect   additional   directors  under  specified
          circumstances,  the  number of  directors  shall be fixed from time to
          time  exclusively  by the Board of Directors  pursuant to a resolution
          adopted  by a  majority  of the  total  number of  directors  that the
          Corporation  would have if there  were no  vacancies.  The  directors,
          other than  those who may be  elected by the  holders of any series of
          Preferred Stock under specified circumstances,  shall be divided, with
          respect to the time for which they severally  hold office,  into three
          classes  with  the  term  of  office  of  Class  A to  expire  at  the
          Corporation's  annual  meeting of  stockholders  in the year 2002, the
          term of  office  of  Class B to  expire  at the  Corporation's  annual
          meeting  of  stockholders  in the year  2003 and the term of office of
          Class C to expire at the Corporation's  annual meeting of stockholders
          in the year 2004,  with each  director to hold office until his or her
          successor  shall have been duly elected and qualified.  At each annual
          meeting of stockholders,  directors elected to succeed those directors
          whose terms  expire shall be elected for a term of office to expire at
          the third  succeeding  annual  meeting  of  stockholders  after  their
          election  with each director to hold office until his or her successor
          shall have been duly elected and  qualified  and, if  authorized  by a
          resolution of the Board of Directors, directors may be elected to fill
          any vacancy or newly created  directorship  on the Board of Directors,
          regardless of how the same shall have been created.

                    Subject  to the  rights  of the  holders  of any  series  of
          Preferred  Stock then  outstanding,  and unless the Board of Directors
          otherwise determines,  newly created directorships  resulting from any
          increase in the authorized number of directors or any vacancies in the
          Board of  Directors  resulting  from death,  resignation,  retirement,
          disqualification,  removal  from office or other cause  shall,  unless
          otherwise  required by law or by resolution of the Board of Directors,
          be filled  only by a majority  vote of the  directors  then in office,
          though less than a quorum (and not by stockholders),  and directors so
          chosen shall hold office for a term expiring at the annual  meeting of
          stockholders  at which the term of  office of the class to which  they
          have been elected  expires and until such  director's  successor shall
          have been duly  elected  and  qualified.  No decrease in the number of
          authorized directors  constituting the entire Board of Directors shall
          shorten the term of any incumbent director.



PROPOSAL III - WRITTEN CONSENT

Article 10 of the Certificate of  Incorporation to be amended to delete entirely
the second  paragraph now  contained  therein.  In lieu thereof,  there shall be
inserted the following:

                    Any  action  required  or  permitted  to  be  taken  by  the
          stockholders  of the  Corporation  must be  effected  at a duly called
          annual or special  meeting of  stockholders of the Corporation and may
          not be effected by any consent in writing by the stockholders.