FORM 20(Section 371)

                                 Certificate of
                             Incorporation No. 57126

                                   COMPANY ACT

                               ORDINARY RESOLUTION


The following ordinary  resolution was passed by the  undermentioned  company on
the date stated:

Name of company: SILVERADO MINES LTD.

Date resolution passed: MAY 13, 1996

Resolution:

     "RESOLVED, as an Ordinary Resolution, that the Memorandum of the Company be
     altered by increasing the authorized capital from 50,000,000 shares without
     par value to 75,000,000 shares without par value".

              The Memorandum As Altered Is Attached As Schedule A.

CERTIFIED A TRUE COPY THE 13TH DAY OF MAY, 1996.


/S. Morrow/
Signature

Relationship to Company:  Solicitor


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                                   SCHEDULE A


     Attached to the Ordinary  Resolution of Silverado  Mines Ltd. passed by the
     Members on the 13th day of May, 1996.


                                   MEMORANDUM
                                    (Altered)

                                       of

                              SILVERADO MINES LTD.


1.   The name of the Company is "SILVERADO MINES LTD."

2.   The  Company is  restricted  from  carrying  on all  businesses  except the
     following:

     (a)  To acquire by purchase, lease, hire, discovery, location or otherwise,
          and  hold  mines,  mineral  claims,   mineral  leases,  mining  lands,
          prospects,  licenses and mining  rights of every  description,  and to
          work, develop,  operate,  turn to account,  sell, or otherwise dispose
          thereof.

     (b)  To dig, drill, or bore for, raise crush, wash, smelt, reduce,  refine,
          amalgamate,  assay, analyse, and otherwise treat gold, silver, copper,
          lead, iron, coal, petroleum,  natural gas, and any other ore, deposit,
          metal, or mineral whatsoever, whether belonging to the Company or not,
          and to render the same merchantable, and to buy, sell, and deal in the
          same or any product thereof.

     (c)  To engage in any branch of mining,  smelting,  milling,  and  refining
          minerals.

     (d)  To acquire by purchase,  lease,  hire,  exchange,  or otherwise timber
          lands,  leases,  or claims,  rights to cut timber,  surface rights and
          rights-of-way, water rights and privileges, patents, patent rights and
          concessions, and other real or personal property.

     (e)  To acquire by purchase,  lease, hire, exchange,  or otherwise,  and to
          construct, operate, maintain, or alter, trails, roads, ways, tramways,
          reservoirs, dams, flumes, race and other ways, water-courses,  canals,
          aqueducts,  pipe-lines,  wells, tanks, bridges, wharves, piers, mills,
          pumping plants, factories,  foundries, furnaces, coke-ovens,  crushing
          works, smelting-works, concentrating works, refining works, hydraulic,
          electrical,  and other works and appliances,  power devices and plants
          of every kind, laboratories,  warehouses,  boarding houses, dwellings,
          buildings,  machinery, plant, and other works and conveniences, and to
          buy,  sell,  manufacture,  and  deal in all  kinds of  goods,  stores,
          provisions, implements, chattels, and effects.

     (f)  To build,  purchase,  lease, hire, charter,  navigate, use and operate
          cars, wagons, and other vehicles, boats, ships, and other vessels.

     (g)  To sell or  otherwise  dispose of ore,  metal,  oil,  gas,  or mineral
          product,  and to take  contracts for mining work of all kinds,  and to
          accept  as the  consideration  shares,  stock,  debentures,  or  other
          securities  of  any  limited  company,   whatsoever  incorporated  and
          carrying on any business,  directly or  indirectly,  conductive to the
          objects of a specially  limited  company,  if such shares  (except the
          shares of a company having non-personal liability), stock, debentures,
          or other  securities  are fully paid up,  and to sell or to  otherwise
          dispose thereof.

3.   The authorized capital of the Company consists of 75,000,000 shares without
     par value.
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