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                        CERTIFICATE OF DESIGNATIONS
                            ICHOR CORPORATION


     ICHOR Corporation, a Delaware corporation (the "Corporation"),
desires to designate the rights and preferences of a series of preferred
stock (the "Special Voting Preferred Stock") in accordance with the
Corporation's Certificate of Incorporation and Section 151 of the Delaware
General Corporation Law.  Jin-Soo Choi, the President and a Director of
the Corporation, hereby certifies the following:

     1.     This Certificate is the act and deed of Jin-Soo Choi, the
President and a Director of the Corporation. The facts stated in this
Certificate are true.

     2.     The resolutions attached as Exhibit A were duly adopted by the
Board of Directors of the Corporation effective March 19, 2001.

     3.     The number of shares of Special Voting Preferred Stock to
which the resolutions at Exhibit A apply is one (1) share.


     DATED March 19, 2001.


                                             /s/ Jin-Soo Choi
                                             ---------------------------
                                             Jin-Soo Choi
                                             President and Director


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                                 EXHIBIT A


                            DIRECTORS' RESOLUTIONS
                            ----------------------

BE IT RESOLVED THAT:

1.   A series of Preferred Stock be and is hereby designated as "Special
     Voting Preferred Stock" (the "Special Voting Preferred Stock").

2.   The number of Special Voting Preferred Stock in the capital of the
     Corporation be and is hereby fixed at one (1).

3.   The Special Voting Preferred Stock shall have attached thereto the
     special rights and restrictions, as a series, in substantially the
     form set out in Schedule "A" hereto, with such changes, additions and
     alterations thereto as any one director or officer of the Corporation
     may deem necessary or desirable, and that the constating documents of
     the Corporation be amended as necessary to incorporate same.

4.   Any one director or officer of the Corporation be and is hereby
     authorized to execute and deliver the Certificate of Designations
     relating to the Special Voting Preferred Stock for and on behalf of
     the Corporation.


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                                SCHEDULE "A"


A series of Preferred Stock, designated Special Voting Preferred Stock
(the "Special Voting Preferred Share") shall have attached thereto, in
addition to the rights, privileges, restrictions, conditions and
limitations attaching to the Preferred Stock as a class, the following
rights, privileges, restrictions and conditions:

1.   Number of Shares.  There shall be one Special Voting Preferred Share.
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2.   Dividends or Distributions.  Neither the holder nor, if different,
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     the owner of the Special Voting Preferred Share shall be entitled to
     receive dividends or distributions in its capacity as holder or owner
     thereof.

3.   Voting Rights.  Except as provided in section 4 below, the holder of
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     the Special Voting Preferred Share shall have the following voting
     rights:

     (a)   The holder of the Special Voting Preferred Share shall be
           entitled to vote on each matter on which holders of the shares
           (the "Common Shares") of common stock of ICHOR Corporation (the
           "Corporation"), $0.01 par value per share or stockholders
           generally are entitled to vote, and the holder of the Special
           Voting Preferred Share shall be entitled to cast on each such
           matter a number of votes equal to the number of exchangeable
           preferential non voting shares of class B of 6543 Luxembourg
           S.A. (the "Exchangeable Preferred Shares") then outstanding:

          (i)   that are not owned by the Corporation or its affiliates;
                and

          (ii)  as to which the holder of the Special Voting Preferred
                Share has duly and timely received voting instructions
                from the holders of such Exchangeable Preferred Shares in
                accordance with the terms of such Exchangeable Preferred
                Shares or any agreement governing the provision of voting
                instructions to the holder of the Special Voting Preferred
                Share,

          multiplied by 1,066.44, subject to adjustment as determined
          by the board of directors of LuxCo as a result of:

          (iii)  the subdivision, redivision or change of the then
                 outstanding Common Shares into a greater number of Common
                 Shares;

          (iv)   the reduction, combination or change of the then
                 outstanding Common Shares into a lesser number of Common
                 Shares; or

          (v)    the reclassification or other change of the
                 Common Shares or the effectuation of an amalgamation,
                 merger, reorganization or other transaction affecting the
                 Common Shares; and


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     (b)   Except as otherwise provided herein or by applicable law, the
           holder of the Special Voting Preferred Share and the holders of
           Common Shares shall vote together as one class for the election
           of directors of the Corporation and on all other matters
           submitted to a vote of stockholders of the Corporation.

4.   Liquidation Rights.  In the event of voluntary or involuntary
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     liquidation, dissolution or winding up of the Corporation, the holder
     of the Special Voting Preferred Share shall be entitled to receive
     out of the assets of the Corporation available for distribution to
     the stockholders, an amount equal to $1.00 before any distribution is
     made on the Common Shares or any other stock ranking junior to the
     Special Voting Preferred Share as to distribution of assets upon
     voluntary or involuntary liquidation.  After payment of the full
     amount of the liquidation preference of the Special Voting Preferred
     Share, the holder of the Special Voting Preferred Share shall not be
     entitled to any further participation in any distribution of assets
     of the Corporation.

     For the purposes of this section 4, neither the sale, conveyance,
     exchange or transfer (for cash, shares of stock, securities or other
     consideration) of all or substantially all of the property or assets
     of the Corporation nor the consolidation or merger of the Corporation
     with or into one or more other entities shall be deemed to be a
     voluntary or involuntary liquidation.

5.   No Redemption; No Sinking Fund.  The Special Voting Preferred Share
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     shall not be subject to redemption by the Corporation or at the
     option of its holder, except that at such time as no Exchangeable
     Preferred Shares (other than Exchangeable Preferred Shares owned by
     the Corporation or its affiliates) shall be outstanding, the Special
     Voting Preferred Share shall automatically be redeemed and cancelled,
     with an amount of $1.00 due and payable upon such redemption.

     The Special Voting Preferred Share shall not be subject to or
     entitled to the operation of a retirement or sinking fund.

6.   Ranking.  The Special Voting Preferred Share shall rank senior to all
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     series of Common Shares of the Corporation and junior to all series
     of Preferred Stock of the Corporation.

7.   Restrictions.  During the term of the Voting Agreement, no term of
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     the Special Voting Preferred Share shall be amended, except upon
     approval of the holder of the Special Voting Preferred Share.