CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            FREMONT GOLD CORPORATION

         FREMONT GOLD  CORPORATION (the  "Corporation") a corporation  organized
and existing under and by virtue of the General  Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

         FIRST:  By unanimous  written  consent of the directors of Fremont Gold
Corporation, a resolution was duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of said  Corporation,  declaring said amendment
to be advisable  and seeking the approval and adoption of such  amendment to the
Certificate of Incorporation by Stockholders of the Corporation, pursuant to the
Delaware  General  Corporation  Law. The  resolution  setting forth the proposed
amendment is as follows:

          RESOLVED,  that Article fourth to the Certificate of  Incorporation of
          the Corporation be amended in the following manner:

                                     DELETE

          4.   AUTHORIZED CAPITAL.
               THE TOTAL  NUMBER OF SHARES OF ALL  CLASSES  OF STOCK  WHICH THIS
               CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS 20,000,000 SHARES OF
               COMMON STOCK ("COMMON STOCK") WITH PAR VALUE OF $0.001 PER SHARE.

                          ADDED IN ITS PLACE AND STEAD:

          4.   AUTHORIZED CAPITAL.
               THE TOTAL  NUMBER OF SHARES OF ALL  CLASSES  OF STOCK  WHICH THIS
               CORPORATION  SHALL HAVE AUTHORITY TO ISSUE IS 100,000,000  SHARES
               OF COMMON  STOCK  ("COMMON  STOCK")  WITH PAR VALUE OF $0.001 PER
               SHARE.

         SECOND:  That  thereafter,  by  consent  of the  Stockholders  of  said
Corporation  in lieu of meeting in  accordance  with  Section 228 of the General
Corporation  Law of the State of  Delaware,  the  necessary  number of shares as
required by statute were voted in favor of the amendment.

         THIRD:  That said  amendment  was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         IN  WITNESS   WHEREOF,   Fremont  Gold   Corporation  has  caused  this
Certificate to be signed by Michael J. Hopley,  its  President,  and attested to
by, its Secretary, this 21ST day of JUNE, 1999.


                                                    Fremont Gold Corporation

                                                    By: /s/ Michael J. Hopley
                                                        -----------------------
                                                    Michael J. Hopley, President


ATTEST:


By: /s/ Michael J. Hopley
    ---------------------------
    Secretary