<PAGE>


                                   AGREEMENT


This  Agreement  made  and  effective  this first day of  January, 1997,  by and
between  TRI-CON  MINING  INC.  (hereinafter "TCMI") an Alaska corporation whose
address  is  499  St.  Patrick  Road,  Fairbanks,  Alaska,  99708

                                       and

SILVERADO  MINES  (U.S.)  INC.  (hereinafter  "Silverado") an Alaska corporation
whose  address  is  P.O.  Box  83730,  Fairbanks,  Alaska,  99708.


                                   WITNESSETH:

A.   WHEREAS,  Silverado  desires  to  retain TCMI to serve as administrator and
     operator  of  mining  claims  situate  within  the  State  of  Alaska,  and

B.   WHEREAS,  TCMI desires to serve as administrator and operator for Silverado
     on  the  said  claims,

NOW  THEREFORE,  in  consideration  of these premises, Silverado hereby appoints
TCMI  as  administrator  and operator, and TCMI hereby accepts such appointment,
subject  to  the  terms  and  conditions  hereinafter  set  forth.


1.   TERM

     The term of this Agreement shall be perpetual,  unless  cancelled by thirty
days  advance  written  notice  by  one  party  to  the  other.


2.   WARRANTIES AND REPRESENTATIONS

     Silverado  warrants  that  it has the full right  and  power to enter  into
this  Agreement  on  the  terms  and  conditions  contained  herein.

3.   UNDERTAKINGS BY TCMI

     3.1 TCMI undertakes to administer,  explore,  develop, operate, and reclaim
the  said  claims  in  a  professional  and  workmanlike  manner.  Further,  at
Silverado's  specific written direction, TCMI also agrees to assist Silverado in
vending  its  claims  to those prospective purchasers specifically identified to
TCMI  by  Silverado.


<PAGE>

     3.2  TCMI  may  construct,  maintain,  use  and at its election remove such
structures,  facilities,  equipment,  roadways,  haulageways  and  such  other
improvements  located  on  the  said  claims as it may deem necessary, useful or
convenient  in  the  conduct  of  its  operations  upon  the  said  claims.

     3.3 TCMI may also use and consume so much of the surface of the said claims
as may be necessary, useful, or convenient for carrying out the purposes of this
Agreement.

     3.4 TCMI shall make available, for use in connection with the operations on
the  said  claims,  the  knowledge and experience of such officers and employees
as  are  reasonably  required  for  the  proper  performance  of  such services.

     3.5 TCMI acknowledges that its operation on the said claims shall always be
subject  to  general  directions  from  Silverado.


4.   PAYMENTS TO TCMI FOR ADMINISTRATION AND OPERATION

     4.1 TCMI  shall  administer  said  claims  for a base  fee of Ten  Thousand
Dollars  ($10,000.00)  per  month,  plus  costs,  below.

     4.2  TCMI  shall  explore,  develop,  mine,  and  reclaim  said  claims  at
Silverado's cost.  For the purpose of this Agreement, the term "cost" shall mean
115%  of  all  costs  incurred  by TCMI  which  are  reasonably  attributable to
its  operations  on  the said claims including but not limited to the following:

     a)   the  cost  of  all  full  time  and  part  time employees; and cost of
          contractors;

     b)   the  actual  costs  incurred  in  mobilization  and  demobilization;

     c)   reasonable  travel  and  lodging  expenses;

     d)   insurance  premiums;

     e)   the  cost  of  renting  equipment;

     f)   the  actual  costs  of  material  and  supplies  consumed by the work;

     g)   support  charges  - a sum equal to twenty-five percent (25%) per annum
          on all project acquisition, exploration, and development expenditures;
          fifteen  percent  (15%)  annum  for  all  operating  expenditures; and
          fifteen  percent  (15%)  per  annum  for all reclamation expenditures.
          Capital  purchases  shall  be  exempt  from  additional  charges.

     h)   a  "stand  by"  charge  of  150%  of  (a)-(g) when TCMI is on site and
          prepared  to perform work, but unable to do so for causes attributable
          to  Silverado;

     i)   a  charge of one hundred dollars ($150.00) per hour for the time spent
          by  each  of  TCMI's  officers  on  Silverado's  behalf;


<PAGE>

     j)   notwithstanding  any  of  the  above, no TCMI employee who serves as a
          director  on  Silverado's  behalf  shall bill Silverado for any of his
          time.

     4.3     Silverado shall  make  payments  to the  account  of TCMI
substantially  in  accordance  with  a  budget  submitted  to  and  accepted  by
Silverado.  Silverado shall from time to time advance to TCMI's account funds to
cover  anticipated  costs  in  conjunction with the requirements of the approved
budget.  TCMI  may  draw from such account the costs incurred by it at cost plus
fifteen percent (15%), and shall account monthly in writing to Silverado for the
amounts  drawn  in  sufficient  detail  to  enable  Silverado  to  determine the
correctness  thereof.  Amounts unpaid by Silverado to TCMI within 30 days of the
date  the  subject cost is incurred by TCMI shall be deemed as an unsecured loan
from  TCMI  to  Silverado,  with  interest  due  and payable at a rate of twelve
percent  (12%)  per  annum.

     4.4  TCMI  will  submit  to  Silverado  written  progress  reports  on  the
operations  on  the  development  of  the  said  claims.

     4.5  Silverado  shall  have  the  right  to  enter upon the said claims and
inspect  the  same  at  all times with or without notice to TCMI, at Silverado's
sole  risk  and  expense.

     4.6 Within ninety (90) days after the end of each calendar year, TCMI shall
submit  an  annual cost  report to Silverado,  at which time Silverado will have
thirty (30) additional days to notify TCMI of Silverado's intention to audit the
report,  at  its own cost and expense.  If notice of an audit is not received by
TCMI  within 30 days of  delivery  of its report to Silverado, then the costs of
the  work,  and  all  reports,  reconciliation's,  and invoices of TCMI shall be
conclusively  deemed  to  be  true  and  correct.


5.   COST ADJUSTMENT

     5.1 TCMI may increase its hourly rates each year  beginning  one year after
the  effective  date  of  this  agreement, by the percentage increase in the CPI
where  "CPI" means the "Consumer Price Index" as  published by the Department of
Labor  of  the  State  of  Alaska.

6.   OBLIGATION AND INDEMNITY BY PARTIES

     6.1  TCMI  agrees  to  comply  with  valid and applicable local, state, and
federal  laws  and  regulations  governing  its  operations  hereunder.

     6.2 TCMI shall pay all  expenses  incurred by it in its  operations  on the
said  claims  and  shall  allow  no  liens  to  remain  upon  the  said  claims;
provided  however,  that  if  TCMI  disputes  the validity or amount of any lien
asserted  against  the  said  claims, it shall not be required to discharge  the
same  until  the  amount  and  validity  thereof  have  been finally determined.


<PAGE>

     6.3  TCMI  shall  indemnify  and  defend Silverado against any suit, claim,
judgment  or  demand  whatsoever  arising  out  of  the  negligence  of  TCMI,
provided  however  that  this  provision  shall  not  apply  to  any such  suit,
claim,  judgment  or  demand  caused  in  whole  or  in  part  by  Silverado.

     6.4 During the term of this Agreement and any extension thereof, TCMI shall
procure  and  maintain  comprehensive  general  liability  insurance  having the
following  coverage  limits  per  occurrence:

          Property Damage Insurance:         $1,500,000.00
          Comprehensive General Liability:   $1,000,000.00

          TCMI shall cause Silverado to be added to such policy as an additional
named  insured.


7.   TERMINATION

     7.1 TCMI shall have the right to terminate  this  Agreement in its entirety
at  any  time  upon  30 days advance written  notice  to Silverado in the manner
provided  in  paragraph  12.

     7.2  Upon the date sixty (60) days after notice of  termination, all rights
and  interest of TCMI under this  Agreement  shall  terminate and TCMI shall not
be  required  to  perform  any further obligations hereunder concerning the said
claims,  except  as  to  obligations,  if any, the occurrence  of which precedes
termination.


8.   PROTECTION OF PROPRIETARY INFORMATION

     Nothing  contained  herein  is  intended  to  prevent  TCMI from performing
services for other companies similar to those undertaken  herein;  provided that
the  performance  of  such  services  shall  not  interfere  with the proper and
efficient performance by TCMI or the services to be rendered hereunder; provided
further  that  TCMI  shall  not  make  use  of  or  divulge  to others any trade
information  of  proprietary  nature  of  which it becomes  aware as a result of
this  Agreement  with  Silverado.


9.   FORCE MAJEURE

     9.1 TCMI shall not be liable for failure to perform any of its  obligations
hereunder  during  periods  in  which  performance  is  prevented  by  any cause
hereinafter  called  "force  majeure"



<PAGE>


     9.2 For purpose of the Agreement, the term force majeure shall include Acts
of  God,  fire,  flood,  undue  shortage of power, strikes,  insurrection or mob
violence,  requirements  or  regulations of the government and other causes of a
similar  nature.


10.  DISPUTES NOT TO INTERRUPT OPERATIONS, ARBITRATION

     10.1  In  the event of any dispute between parties hereto, operations shall
be  continued  in  the  same manner as prior to the dispute until the matters in
dispute  have  been  finally  resolved  between  the  parties.

     10.2 The parties hereto may agree to submit any dispute  arising out of, or
relating  to,  this  Agreement to arbitration in accordance with the Arbitration
Rules  of  the  American  Arbitration  Association  and the provision of Title 9
Alaska  Statues,  Chapter  43, in which case judgment upon the award rendered by
the  Arbitrators(s)  may  be  entered  in any court having jurisdiction thereof.

          10.2.1.   The  place  of  any  such arbitration shall be at Fairbanks,
                    Alaska.

          10.2.2.   The  right to invoke arbitration is not in derogation of any
                    other  rights  that  the parties may have to settle disputes
                    through  compromise  or  litigation.

11.  NOTICE

     11.1  Any notice or communication required or permitted  hereunder shall be
in  writing  and  shall  be  effective  when  personally  delivered  or shall be
effective  when  addressed:

          If to Silverado:
          ----------------

     Silverado Mines Ltd.
     505 - 1111 West Georgia Street
     Vancouver, B.C.  V6E 4M3

     Silverado Mines (U.S.), Inc.
     P.O. Box 83730
     Fairbanks, AK  99708


          If to TCMI:
          -----------

     Tri-Con Mining Inc.
     499 St. Patrick Road
     Fairbanks, AK  99708


<PAGE>

     Tri-Con Mining Ltd.
     505 - 1111 West Georgia Street
     Vancouver, B.C.  V6E 4M3

and  deposited,  postage  prepaid,  certified,  in the United States or Canadian
mail.

     11.2   Either party may, by  notice to the other as  aforesaid,  change its
mailing  address  for  future  notice  hereunder.


12.  BINDING EFFECT, ASSIGNMENT

     12.1  If Silverado assigns the said claims in whole or in part to any third
party,  the  provisions hereof shall inure to the benefit of and be binding upon
its  respective  successors and assigns,  but no change or division of ownership
of  the  said  claims  however  accomplished,  shall  operate  to  enlarge  the
obligations  or  diminish  the  rights  of  TCMI  hereunder.

     12.2    TCMI  shall  have  no  right to assign  its  rights or  obligations
under  this  Agreement  without  the express prior written consent of Silverado.


13.  CONSTRUCTION:  ENTIRE AGREEMENT

     13.1  The  Agreement  shall be construed in accordance with the laws of the
State  of  Alaska.

     13.2  The headings and subheadings used herein are for convenience only and
shall  not  be  deemed  to  be  a  part  of  the  Agreement  for  purposes  of
construction  thereof.

     13.3 All of the agreements and understandings of the parties with reference
to  the  said claims are embodied in this Agreement, which supersedes  all prior
Agreements  or  understandings  between  the  parties  with  reference  thereto.

     13.4 The compensation herein provided shall be deemed to be full payment to
TCMI  for  its  operations  hereunder.

     13.5 Should any part of this  Agreement be declared  invalid for any reason
by  a  court  of  competent  jurisdiction  such declaration shall not affect the
balance  of  this  Agreement.

     13.6  All  dollar  amounts  herein  are  stated  in United States currency.


<PAGE>


IN  WITNESS  WHEREOF,  the  parties have executed  this  Agreement at Vancouver,
     British  Columbia,  the  day  and  year  first  above  written.

Tri-Con Mining Ltd. by:                          Silverado Mines (U.S.) Inc. by:

/s/ Alex Homenuke                                /s/ Garry L. Anselmo
--------------------------                       ------------------------------
Its Senior Vice President                        Its President