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                                    AGREEMENT


This  Agreement  made and  effective  this first day of  January,  1997,  by and
between  TRI-CON  MINING ALASKA INC.  (hereinafter "TCMA") 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 TCMA to serve as administrator and
operator  of  mining  claims  situate  within  the  State  of  Alaska,  and

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

NOW  THEREFORE,  in  consideration  of these premises, Silverado hereby appoints
TCMA  as  administrator  and operator, and TCMA 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  TCMA

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


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


4.   PAYMENTS TO TCMA FOR ADMINISTRATION AND OPERATION

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

     4.2  TCMA  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 TCMA 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 TCMA is on site and
          prepared  to perform work, but unable to do so for causes attributable
          to  Silverado;


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     i)   a  charge of seventy-five dollars ($75.00) per hour for the time spent
          by  each  of  TCMA's  officers  on  Silverado's  behalf;

     j)   notwithstanding  any  of  the  above, no TCMA 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  TCMA
substantially  in  accordance  with  a  budget  submitted  to  and  accepted  by
Silverado.  Silverado shall from time to time advance to TCMA's account funds to
cover  anticipated  costs  in  conjunction with the requirements of the approved
budget.  TCMA  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 TCMA within 30 days of the
date  the  subject cost is incurred by TCMA shall be deemed as an unsecured loan
from  TCMA  to  Silverado,  with  interest  due  and payable at a rate of twelve
percent  (12%)  per  annum.

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

     4.5  Silverado,  by  its directors, officers, members, employees, or agents
shall  have  the right to enter upon the said claims and inspect the same at all
times  with  or  without  notice  to TCMA, at Silverado's sole risk and expense.

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

5.   COST ADJUSTMENT

     5.1 TCMA 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, and which shall be attached as addenda to this
agreement.

6.   OBLIGATION AND INDEMNITY BY PARTIES

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


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     6.2 TCMA 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  TCMA  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.

     6.3  TCMA  shall  indemnify  and defend Silverado against any suit,  claim,
judgment  or  demand  whatsoever arising out of the negligence of TCMA, 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, TCMA 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

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


7.   TERMINATION

     7.1 TCMA 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 TCMA under this Agreement shall terminate and TCMA 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  TCMA 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 TCMA or the services to be rendered hereunder; provided
further  that  TCMA  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.


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9.   FORCE MAJEURE

     9.1 TCMA 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"

     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 aware 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


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          If to TCMA:
          -----------

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

     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 TCMA hereunder. TCMA may waive its rights herein, at
its  own  election,  at  any  time.

     12.2    TCMA  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
TCMA  for  its  operations  hereunder.


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     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.


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

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

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