"ARTICLES OF AMENDMENT 1940"

FILED in the office of the Secretary of State of the State of  California  MAY 2
1940 PAUL PEEK, Secretary of State By /S/ Deputy Secretary of State

Capital stock chgd. fr. $350,000 to $750,000.

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF WEST COAST MINES, INC.

KNOW ALL MEN BY THESE PRESENTS:

         That we, the undersigned,  the president and secretary  respectively of
the WEST COAST MINES, INC., do hereby certify as follows:

      That a special meeting of the board of directors of said WEST COAST MINES,
INC.,  was duly  held on the 8th day of  April,  1940,  at the hour of 5 o'clock
P.M., at the office and principal place of business of said corporation, to-wit,
215  Capital  National  Bank  Building,  Sacramento,  California,  at which said
meeting a  resolution  was  regularly  proposed,  voted upon and  adopted by the
unanimous vote of all of said directors,  amending the articles of incorporation
of said corporation;  that the following is a full, true and correct copy of the
resolution of said board of directors amending the articles on incorporation:

         "RESOLVED:  That the  articles of  incorporation  of WEST COAST  MINES,
         INC., amended, by amending Article FOURTH so that it shall, as amended,
         read as follows, to-wit:

         "FOURTH:  The amount of the capital stock of said  corporation is Seven
         Hundred  Fifty  Thousand  Dollars  ($750,000.00),  divided  into  seven
         hundred fifty thousand  (750,000) shares of the par value of One Dollar
         ($1.00) per each share."


      That said resolution of the Board of Directors was approved on the 1st day
of May, 1940, by the written  consent of  shareholders  holding more that 60% of
the voting power of said corporation,  that is to say, holding 195,147 shares of
stock of said  corporation  out of 324,892  shares  entitled to vote at the time
said consent was given;  that the following is a full,  true and correct copy of
said  consent  of  said  shareholders  to  the  amendment  of  the  articles  of
incorporation:

      "We, the undersigned, shareholders of WEST COAST MINES, INC., holding more
than  60% of the  voting  power  of said  corporation,  that is to say,  holding
195,147 shares of stock of said  corporation  out of 324,892 shares  entitled to
vote,  hereby,  and by these  presents  do,  consent to,  confirm and ratify the
amendment  of Article  "FOURTH" of the  Articles of  Incorporation,  made by the
Board of directors of WEST COAST MINES,  INC., at a special  meeting held on the
8th day of April,  1940, at 5 o'clock P.M. by which amendment said Article shall
read as follows:

         'FOURTH:  The amount of the capital  stock of the said  corporation  is
         Seven Hundred Fifty Thousand Dollars  ($750,000.00)  divided into seven
         hundred fifty thousand  (750,000) shares of the par value of One Dollar
         ($1.00) per each share.'

       DATED:  May 1, 1940
               William N. Enos, holding 2,250 shares
               Chas. A. Palm, holding 13,000 shares
               Clovis T. LaGrave, holding 3,000 shares



               J.W. Peacock, holding 2,650 shares
               E.D. Palm, holding 801 shares
               D.   Schuyler Pulford, holding 6,000 shares
               W.E. Truesdale & M.A. Truesdale, holding 5,000 shares
               W.J. Kamenzind, holding 162,446 shares"

IN WITNESS WHEREOF, we, the said president and said secretary, have hereunto set
our hands this 2nd day of May, 1940.

WEST COAST MINES, INC.,
By/S/W.J. Kamenzind, President
And/S/Walter Leitch, Secretary

STATE OF CALIFORNIA )
                    ( ss
COUNTY OF SACRAMENTO)

        W.J.  KAMENZIND and WALTER  LEITCH,  being by me duly sworn,  depose and
say: That they are the President and Secretary respectively of WEST COAST MINES,
INC.,  that they  have  read the  foregoing  certificate  and know the  contents
thereof and that the same is true of their own knowledge.

/S/ W.J. Kamenzind
- - --------------------
/S/ Walter Leitch
- - --------------------

Subscribed and sworn to before me this 2nd day of May, 1940.

/S/ Luda N. Gross
- - -----------------
Notary Public in and for the County of Sacramento, State of California.


        I, the  undersigned,  secretary  of WEST COAST  MINES,  INC.,  do hereby
certify that the  following  is a true and correct  copy of a resolution  of the
board of directors,  duly adopted the special  meeting of the board of directors
of  said  corporation,  held on the 8th day of  April,  1940,  at the  hour of 5
o'clock  P.M.  in the  office  of said  company  at 215  Capital  National  Bank
Building,  Sacramento,  California;  that the same has been duly recorded in the
minutes of said corporation; said resolution is as follows, to-wit:

         RESOLVED: that the articles of incorporation of WEST COAST MINES, INC.,
be amended,  by amending  Article FOURTH so that it shall,  as amended,  read as
follows, to-wit:

        "FOURTH:  The amount of the capital  tock of said  corporation  is Seven
Hundred Fifty Thousand Dollars  ($750,000.00),  divided into seven hundred fifty
thousand  (750,000)  shares  of the par  value of One  Dollar  ($1.00)  per each
share."

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed the seal of said
corporation  at Sacramento,  in the State of California,  this 8th day of April,
1940.

/S/ Walter Leitch, Secretary
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