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                            SILVERADO GOLD MINES LTD.


                             COMPENSATION AGREEMENT
                             ----------------------



THIS  COMPENSATION  AGREEMENT  made and entered into this 8th day of May 1995 by
and between James F. Dixon, (hereinafter, "Mr. Dixon") and Silverado Mines Ltd.,
a  British  Columbia  company having its principal offices located at Suite 505,
1111  West  Georgia  Street, Vancouver, BC  V6E 4M3 (hereinafter, "the Company")

                                   WITNESSETH

WHEREAS,  Mr.  Dixon  is  a Member of the Board of Directors of the Company; and

WHEREAS,  the  Company  recognizes  the  valuable  services  that  Mr. Dixon has
rendered  and  is  continuing  to render to the Company and its subsidiaries and
believes  that  it  is reasonable and fair to the Company that Mr. Dixon receive
fair  treatment  in  the  event  of  a  Change  in  Control  of the Company; and

WHEREAS,  both  Mr. Dixon and the Company wish formally to agree as to the terms
and  conditions  that  will  govern  in  the event of a Change of Control of the
Company  and  a  subsequent  termination  of  the employment of Mr. Dixon by the
Company  for  reasons  other  than  Willful  Misconduct  by  Mr.  Dixon;

NOW  THEREFORE,  in consideration of these premises and the mutual covenants and
agreements  hereinafter set forth and for other good and valuable consideration,
the  receipt  and  sufficiency  of  which are hereby acknowledged by each of the
Parties  hereto,  the  Parties  hereby  covenant  and  agree  as  follows:

1.   the  Term of this Compensation Agreement shall begin on the date hereof and
     shall  end  on  the  third  anniversary  hereof;  provided,  however,  that

     a)   the  Term shall be automatically extended by one year as of the end of
          each  year  in the Term unless either Party shall have given the other
          at  least  ninety  (90) days written notice of a desire not to extend,
          and

     b)   the  Term  shall,  in  any event, end upon the occasion of Mr. Dixon's
          retirement  as  a  member  of  the  Board of Directors of the Company.

2.   If, following a Change of Control of the Company, the Board of Directors of
     the  Company determines to terminate Mr. Dixon from any of the positions he
     holds


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                            SILVERADO GOLD MINES LTD.
                             COMPENSATION AGREEMENT


     with  the  Company  without  his  consent,  and  in  the absence of Willful
     Misconduct  on  the  part  of  Mr.  Dixon,  Mr.  Dixon shall be entitled to
     receive:

     a)   a  lump  sum  payment  in  the  amount  of

          i)   One  Hundred  Thousand  Dollars  (U.S.)  ($100,000  U.S.),  plus

         ii)   the  amount  of  annual  bonuses that he would have received with
               respect  to  each  calendar year and partial calendar year in the
               period  of eighteen (18) months following the termination (or, if
               shorter,  the  period  beginning  on  the  day  following  the
               termination  and  ending  on Mr. Dixon's 65th birthday), assuming
               that  the  amount of such bonuses for each complete calendar year
               in such period would have equaled, and the amount of such bonuses
               for  each partial calendar year in such period would have equaled
               a  pro  rata  portion  of  the  highest aggregate amount of, such
               bonuses  that he received for any one of the three calendar years
               preceding  the  termination;  and

     b)   continuation  at the Company's expense for the period of eighteen (18)
          months following the termination (or, if shorter, the period beginning
          on  the  day  following the termination and ending on Mr. Dixon's 65th
          birthday)  of  his  participation  in  all  retirement,  medical, life
          insurance,  disability  and  other  benefit  plans and programs of the
          Company in which he was entitled to participate before the termination
          (or, in the case of any such plan or program the terms of which do not
          permit  such continued participation, equivalent benefits outside such
          plan  or  program);  and

     c)   executive  job  placement  counseling  at  the  Company's  expense.

3.   If,  following  a  Change in Control of the Company, the Company terminates
     Mr. Dixon for Willful Misconduct he shall be entitled to receive all of the
     benefits  set  forth  in  paragraphs  2(b)  and  2(c).

4.   The  Company  shall  pay  all  costs incurred by Mr. Dixon in enforcing the
     provisions  of this Compensation Agreement, including reasonable legal fees
     and  expenses.

5.   Definitions:

     a)   For  the purposes of this Compensation Agreement, a "Change of Control
          of  the  Company"  shall  be  deemed  to  have  occurred  if

          i)   there is a public offering or offerings of securities aggregating
               more than seventy-five percent (75%) of the total combined voting
               power  of  the  Company's  then  outstanding  securities;  or


COMPENSATION AGREEMENT                                         PAGE 2 OF 4 PAGES


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                            SILVERADO GOLD MINES LTD.
                             COMPENSATION AGREEMENT


          ii)  any  person  is  or  becomes  a  "beneficial  owner", directly or
               indirectly,  of  securities of the Company representing more that
               twenty  percent  (20%)  of the total combined voting power of the
               Company's  then  outstanding  shares;  or

         iii)  there  occurs  a  change  of  control  of  the  Company;  or

          iv)  during any period of twelve consecutive months (not including any
               period  prior  to  the execution of this Compensation Agreement),
               individuals  who  at  the beginning of such period constitute the
               Board  of  Directors of the Company or who represent institutions
               that were represented on the Board of Directors of the Company at
               the  beginning of such period (hereinafter "the Original Board"),
               and  any  new  director  (other  than  a director designated by a
               person  who  has  entered  into  an agreement with the Company to
               effect  a  transaction  describe  in  item  (ii)  hereof or whose
               election  by  the Board of Directors of the Company or nomination
               for election by the Company's stockholders was approved by a vote
               of  at  least  two-thirds  (2/3)  of  the directors then still in
               office  who  either  were  members of the Original Board or whose
               election  or  nomination for election was previously so approved,
               cease  for  any  reason  to constitute a majority of the Board of
               Directors  of  the  Company;  or

          v)   the stockholders of the Company approve a merger or consolidation
               of the Company with any other corporation, other than a merger or
               consolidation  which would result in the voting securities of the
               Company immediately prior thereto continuing to represent (either
               by remaining outstanding of by being converted into voting shares
               of  the  surviving  entity)  at least eighty percent (80%) of the
               combined  voting power of the voting securities of the Company of
               such  surviving  entity outstanding immediately after such merger
               or  consolidation,  or  the stockholders of the Company approve a
               plan  of  complete liquidation of the Company or an agreement for
               the  sale  or  disposition by the Company or all or substantially
               all  of  the  Company's  assets.

b)   "Willful  Misconduct"  by Mr. Dixon shall be deemed to have occurred if Mr.
     Dixon  shall  be  convicted  in  a  court  of  law  of

          i)   an  act  of  gross negligence which caused material damage to the
               Company  or  its  business;

         ii)   a  felony  involving  money  or  other  property;

        iii)   embezzlement  or  other  criminal  fraud;  or


COMPENSATION AGREEMENT                                         PAGE 3 OF 4 PAGES


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                            SILVERADO GOLD MINES LTD.
                             COMPENSATION AGREEMENT


         iv)   a  crime  of  moral  turpitude.

6.   This  Compensation  Agreement  constitutes the entire agreement between the
     Parties  hereto  and  shall  not  be  amended  except by a writing executed
     between  the  Parties.  This Compensation Agreement shall be interpreted in
     accordance  with  the  laws  of  the  Province  of  British  Columbia.

IN  WITNESS  WHEREOF,  the Parties hereto have set their hand and seals the year
and  date  first  above  written.

Agreed:                              Agreed:
                                     SILVERADO GOLD MINES INC.

/s/ James F. Dixon                   by:  /s/ J. P. Tangen
________________________                  ___________________________
                                          J.P. Tangen, Director
                                          for the Board of Directors



COMPENSATION AGREEMENT                                         PAGE 4 OF 4 PAGES