FREEPORT-McMoRan COPPER & GOLD INC.

                   CERTIFICATE OF INCORPORATION





     FIRST:  The name of the corporation is Freeport-McMoRan
Copper & Gold Inc.

     SECOND:  The address of the registered office of the
corporation in the State of Delaware is 1209 Orange Street, in
the City of Wilmington, County of New  Castle, and the name of
its registered agent at such address is The Corporation Trust
Company.

     THIRD:  The nature of the business or purposes to be
conducted or promoted are:

     (a)  To enter into, maintain, operate and carry on the
business of mining in all its branches in the United States of
America and in any other part of the world, and to quarry, mine,
pump, extract, remove and otherwise produce, and to grind, treat,
concentrate, smelt, refine, dress and otherwise prepare, produce,
buy, sell and in every way deal in and with minerals, ores,
concentrates and other mineral and chemical substances of all
kinds, metallic and nonmetallic, including, but without in any
way limiting the generality of the foregoing, antimony, barite,
chromium, coal, cobalt, copper, gas, gold, iron, lead,
molybdenum, nickel, oil, potash, salt, silica, sand, silver,
sulphur, tantalum, tin, titanium, tungsten, uranium, zinc, and
ores and concentrates thereof.

     (b)  To purchase, locate, denounce or otherwise acquire,
take, hold and own, and to assign, transfer, lease, exchange,
mortgage, pledge, sell or otherwise dispose of and in any manner
deal with and contract with reference to, mines, wells, mining
claims, mining rights, mineral lands, mineral leases, mineral
rights, royalty rights, water rights, timber lands, timber and
timber rights, and real and personal property of every kind, and
any interest therein, in the United States of America or in any
other country, to prospect, explore, work, exercise, develop,
manage, operate and turn the same to account, and to engage in
mining, geological, economic, feasibility, development, and other
studies in the United States of America or in any other country.

     (c)  To make, manufacture, treat, process, produce, buy,
sell and in every way deal in and with minerals, ores,
concentrates and chemicals of every description, organic or
inorganic, natural or synthetic, in the form of raw materials,
intermediate or finished products and any other related products
and substances whatsoever related thereto or of a like or similar
nature or which may enter into the manufacture of any of the
foregoing or be used in connection therewith, and derivatives and
by-products derived from the manufacture thereof and products to
be made therefrom and generally without limitation by reference
of the foregoing, all other products and substances of every
kind, character and description.

     (d)  To engage in any lawful act or activity, whether or not
related to the foregoing, for which corporations may be organized
under the General Corporation Law of Delaware.

     FOURTH:  (a) Authorized Stock. The total number of shares of
capital stock that the corporation shall have authority to issue
is 473,600,000 shares, consisting of 50,000,000 shares of
Preferred Stock, par value $0.10 per share, 211,800,000 shares of
Class A Common Stock, par value $0.10 per share, and 211,800,000
shares of Class B Common Stock, par value $0.10 per share.  The
Class A Common Stock and the Class B Common Stock are
collectively referred to herein as the "Common Stock".  Of the
authorized number of shares of Preferred Stock, 447,800 of such
shares shall be a series of Preferred Stock designated as "7%
Convertible Exchangeable Preferred Stock"; 700,000 of such shares
shall be a series of Preferred Stock designated as "Step-Up
Convertible Preferred Stock"; 300,000 of such shares shall be a
series of Preferred Stock designated as "Gold-Denominated
Preferred Stock"; 215,279 of such shares shall be a series of
Preferred Stock designated as "Gold-Denominated Preferred Stock,
Series II"; and 119,000 of such shares shall be a series of
Preferred Stock designated as "Silver-Denominated Preferred
Stock" (collectively referred to herein as the "Existing
Preferred Stock").

          (b)  Common Stock.  The Class A Common Stock and the
Class B Common Stock shall be identical in all respects, except
as otherwise expressly provided herein, and the relative powers,
preferences, rights, qualifications, limitations and restrictions
of the shares of Class A Common Stock and Class B Common Stock
shall be as follows:

          (1)  Cash or Property Dividends.  Subject to the rights
     and preferences of the Preferred Stock as set forth in any
     resolution or resolutions of the Board of Directors
     providing for the issuance of such stock pursuant to Section
     (c) of this Article FOURTH, and except as otherwise provided
     for herein, the holders of Class A Common Stock and Class B
     Common Stock are entitled to receive dividends out of assets
     legally available therefor at such times and in such equal
     per share amounts as the Board of Directors may from time to
     time determine.

          (2)  Stock Dividends.  If at any time a dividend is to
     be paid in shares of Class A Common Stock or shares of Class
     B Common Stock (a "stock dividend"), such stock dividend may
     be declared and paid only as follows:  only Class A Common
     Stock may be paid to holders of Class A Common Stock and
     only Class B Common Stock may be paid to holders of Class B
     Common Stock, and whenever a stock dividend is paid, the
     same rate or ratio of shares shall be paid in respect of
     each outstanding share of Class A Common Stock and Class B
     Common Stock.

          (3)  Stock Subdivisions and Combinations.  The
     corporation shall not subdivide, reclassify or combine stock
     of either class of Common Stock without at the same time
     making a proportionate subdivision or combination of the
     other class.

          (4)  Voting.  Voting power shall be divided between the
     classes and series of stock as follows:

               (A)  Subject to Section (b)(4)(B) of this Article
     FOURTH, with respect to the election of directors, holders
     of Class A Common Stock and holders of Voting Preferred
     Stock (as defined below), voting together, shall be entitled
     to elect that number of directors which constitutes 20% of
     the authorized number of members of the Board of Directors
     (or, if such 20% is not a whole number, then the nearest
     lower whole number of directors that is closest to 20% of
     such membership).  Each share of Class A Common Stock and
     each share of Voting Preferred Stock shall have one vote in
     the election of such directors.  Subject to Section
     (b)(4)(B) of this Article FOURTH, holders of Class B Common
     Stock shall be entitled to elect the remaining directors.
     Each share of Class B Common Stock shall have one vote in
     the election of such directors.  For purposes of this
     Section (b)(4) and Section (b)(5) of this Article FOURTH,
     references to the authorized number of members of the Board
     of Directors (or the remaining directors) shall not include
     any directors which the holders of any shares of Preferred
     Stock have the exclusive right to elect as granted in
     accordance with Section (c)(6) of this Article FOURTH.  For
     purposes of this Section (b)(4), "Special Voting Rights"
     means the different voting rights of the holders of Class A
     Common Stock, holders of Class B Common Stock and holders of
     Voting Preferred Stock with respect to the election of the
     applicable percentage of the authorized number of members of
     the Board of Directors as described in this Section
     (b)(4)(A).  The "Voting Preferred Stock" means (i) each
     series of the Existing Preferred Stock, in each case so long
     as such series remains outstanding and (ii) any other series
     of Preferred Stock upon which the right to vote for
     directors pursuant to this Section (b)(4) has been conferred
     in accordance with Section (c)(6) of this Article FOURTH.

               (B)  In the event that a majority of the shares of
     Class A Common Stock and Class B Common Stock present and
     voting at any annual or special meeting of stockholders of
     the corporation are voted to eliminate the Special Voting
     Rights, then Section (b)(4)(A) of this Article FOURTH shall
     have no further force or effect, and thereafter holders of
     Common Stock and holders of Voting Preferred Stock, voting
     together, shall be entitled to elect all members of the
     Board of Directors.

               (C)  Any director may be removed, with cause, by a
     vote of the holders of Class A Common Stock, holders of
     Class B Common Stock, and holders of Voting Preferred Stock,
     voting together.

               (D)  Except as otherwise specified herein, the
     holders of Class A Common Stock and holders of Class B
     Common Stock (i) shall in all matters not otherwise
     specified in this Section (b)(4) or Section (b)(5) of this
     Article FOURTH vote together (including, without limitation,
     with respect to increases or decreases in the authorized
     number of shares of any class of Common Stock), with each
     share of Class A Common Stock and Class B Common Stock
     having one vote, and (ii) shall be entitled to vote as
     separate classes only when required by law to do so under
     mandatory statutory provisions that may not be excluded or
     overridden by a provision in the certificate of
     incorporation or as provided herein.

               (E)  Except as set forth in this Section (b)(4) or
     Section (b)(5) of this Article FOURTH, the holders of Class
     A Common Stock shall have exclusive voting power (except for
     any voting powers of any Preferred Stock) on all matters at
     any time when no Class B Common Stock is issued and
     outstanding, and the holders of Class B Common Stock shall
     have exclusive voting power (except for any voting powers of
     any Preferred Stock) on all matters at any time when no
     Class A Common Stock is issued and outstanding.

          (5)  Vacancies; Increases or Decreases in Size of the
     Board of Directors.  Any vacancy in the office of a director
     created by the death, resignation or removal of a director
     elected by (or appointed on behalf of) the holders of a
     class or classes of stock may be filled by a vote of holders
     of such class of stock, or if applicable, classes of stock,
     voting together, unless the Special Voting Rights have been
     eliminated in accordance with Section (b)(4)(B) of this
     Article FOURTH.  Notwithstanding anything in this Section
     (b)(5) or Section (b)(4) of this Article FOURTH to the
     contrary, any vacancy in the office of a director may also
     be filled by the vote of the majority of the directors (or
     the sole remaining director) elected by (or appointed on
     behalf of) the same class or classes of stock that elected
     that director (or on behalf of which that director was
     appointed) whose death, resignation or removal created the
     vacancy, unless there are no such directors or the Special
     Voting Rights have been eliminated in accordance with
     Section (b)(4)(B) of this Article FOURTH, in which case such
     vacancy may be filled by the vote of the majority of the
     directors or by the sole remaining director, regardless, in
     each instance, of any quorum requirements set out in the by-
     laws.  Any director elected by some or all of the directors
     or by the stockholders to fill a vacancy shall hold office
     for the remainder of the full term of the director whose
     vacancy is being filled and until such director's successor
     shall have been elected and qualified unless removed and
     replaced pursuant to Section (b)(4)(C) of this Article
     FOURTH and this Section (b)(5).  The Board may increase the
     number of directors and any newly-created directorship so
     created may be filled by the Board, provided that (unless
     the Special Voting Rights have been eliminated in accordance
     with Section (b)(4)(B) of this Article FOURTH) the Board may
     be so enlarged by the Board only to the extent that 20% (or,
     if such 20% is not a whole number, then the nearest lower
     whole number of directors that is closest to 20%) of the
     authorized number of members of the enlarged Board consists
     of directors elected by (or appointed on behalf of) the
     holders of Class A Common Stock and Voting Preferred Stock.
     Any director elected (or appointed) in accordance with the
     preceding sentence shall hold office for the remainder of
     the full term of the class of directors in which the new
     directorship was created and until such director's successor
     shall have been elected and qualified unless removed and
     replaced pursuant to Section (b)(4)(C) of this Article
     FOURTH and this Section (b)(5).  No decrease in the number
     of directors constituting the Board of Directors shall
     shorten the term of any incumbent director.  If the number
     of directors is changed, any increase or decrease shall be
     apportioned among the classes of directors established
     pursuant to Article FIFTH so as to maintain the number of
     directors in each class as nearly equal as possible.

          (6) Merger or Reorganization.  In case of any
     reorganization or any consolidation of the corporation with
     one or more other corporations or a merger of the
     corporation with another corporation, each holder of a share
     of Class A Common Stock shall be entitled to receive with
     respect to such share the same kind and amount of shares of
     stock and other securities and property (including cash)
     receivable upon such reorganization, consolidation or merger
     by a holder of a share of Class B Common Stock, and each
     holder of a share of Class B Common Stock shall be entitled
     to receive with respect to such share the same kind and
     amount of shares of stock and other securities and property
     (including cash) receivable upon such reorganization,
     consolidation or merger by a holder of a share of Class A
     Common Stock; provided that, in any such transaction, the
     holders of shares of Class A Common Stock and the holders of
     shares of Class B Common Stock may receive different kinds
     of shares of stock if the only difference in such shares is
     the inclusion of voting rights which continue the Special
     Voting Rights.

          (7)  Liquidation.  In the event of any liquidation,
dissolution or winding up of the corporation, the holders of the
Class A Common Stock and Class B Common Stock shall participate
equally per share in any distribution to stockholders, without
distinction between classes.

          (c)   Preferred Stock.  The Preferred Stock may be
divided into and issued in series.  The Board of Directors is
hereby expressly authorized, at any time or from time to time, to
divide any or all of the shares of the Preferred Stock into
series, and in the resolution or resolutions establishing a
particular series, before issuance of any of the shares thereof,
to fix and determine the powers, designations, preferences and
relative, participating, optional or other rights, and any
qualifications, limitations or restrictions, of the series so
established, to the fullest extent now or hereafter permitted by
the laws of the State of Delaware, including, but not limited to,
the variations between the different series in the following
respects:

          (1)  The distinctive serial designation of such series;

          (2)  The annual dividend rate for such series, and the
     date or dates from which dividends shall commence to accrue;

          (3)  The redemption price or prices, if any, for shares
     of such series and the terms and conditions on which such
     shares may be redeemed;

          (4)  The sinking fund provisions, if any, for the
     redemption or purchase of shares of such series;

          (5)  The preferential amount or amounts payable upon
     shares of such series in the event of the voluntary or
     involuntary liquidation of the corporation;

          (6)  The voting rights of shares of such series;

          (7)  The terms and conditions, if any, upon which
     shares of such series may be converted and the class or
     classes or series of shares of the corporation into which
     such shares may be converted; and

          (8)  Such other terms, limitations and relative rights
     and preferences, if any, of shares of such series as the
     Board of Directors may, at the time of such resolutions,
     lawfully fix and determine under the laws of the State of
     Delaware.

          All shares of the Preferred Stock shall be of equal
rank with each other, regardless of series.

          The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the 7%
Convertible Exchangeable Preferred Stock shall be as set forth in
Exhibit A attached hereto.

          The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the Step-
Up Convertible Preferred Stock shall be as set forth in Exhibit B
attached hereto.

          The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the Gold-
Denominated Preferred Stock shall be as set forth in Exhibit C
attached hereto.

          The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the Gold-
Denominated Preferred Stock, Series II shall be as set forth in
Exhibit D attached hereto.

          The number, voting powers, designations, preferences,
rights, qualifications, limitations and restrictions of the
Silver-Denominated Preferred Stock shall be as set forth in
Exhibit E attached hereto.

          (d)  General.  (1)  Except as otherwise required by law
and except for such voting powers with respect to the election of
directors as are provided for herein for the Existing Preferred
Stock or as may be stated in the resolution or resolutions of the
Board of Directors providing for the issue of any series of
Preferred Stock, the holders of any such series of Preferred
Stock shall have no voting power whatsoever.  Subject to such
restrictions as may be stated in the resolution or resolutions of
the Board of Directors providing for the issue of any series of
Preferred Stock, any amendment to the Certificate of
Incorporation which shall increase or decrease the authorized
stock of any class or classes may be adopted by the affirmative
vote of the holders of a majority of the outstanding shares of
the Common Stock of the corporation irrespective of the
provisions of Section 242(b)(2) of Delaware General Corporation
Law.

          (2)  No holder of stock of any series or class of stock
of the corporation shall as such holder have under this
Certificate of Incorporation any preemptive or preferential right
of subscription to any stock of any series or class of stock of
the corporation or to any obligations convertible into stock of
the corporation, issued or sold, or to any right of subscription
to, or to any warrant or option for the purchase of any thereof.


          (3)  Except as otherwise stated in this Certificate of
Incorporation, the corporation may from time to time issue and
dispose of any of the authorized and unissued shares of Common
Stock or of Preferred Stock for such consideration, not less than
its par value, as may be fixed from time to time by the Board of
Directors, without action by the stockholders.  The Board of
Directors may provide for payment therefor to be received by the
corporation in cash, property or services rendered.  Any and all
such shares of Common Stock or Preferred Stock the issuance of
which has been so authorized, and for which consideration so
fixed by the Board of Director has been paid or delivered, shall
be deemed fully paid stock and shall not be liable to any further
call or assessment thereon.

     FIFTH:  (a)  Subject to such rights to elect additional
directors under specified circumstances as may be granted to
holders of any shares of the Preferred Stock pursuant to the
provisions of Article FOURTH, the number of directors of the
corporation shall be fixed from time to time by the Board of
Directors but shall not be less than five.  The directors, other
than those who may be elected solely by the holders of any class
or series of Preferred Stock, if any, shall be classified, with
respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, as
determined by the Board of Directors, one class ("Class I") to
hold office initially for a term expiring at the first annual
meeting of stockholders to be held after the date this
Certificate of Incorporation is initially filed with the Delaware
Secretary of State (the "Initial Filing Date"), another class
("Class II") to hold office initially for a term expiring at the
second annual meeting of stockholders to be held after the
Initial Filing Date, and another class ("Class III") to hold
office initially for a term expiring at the third annual meeting
of stockholders to be held after the Initial Filing Date, with
the members of each class to hold office until their successors
are elected and qualified.  Directors elected by a class of
stock, or if applicable, classes of stock voting together, shall
be divided as evenly as possible, as determined by the Board of
Directors, among Class I, Class II and Class III.
Notwithstanding the foregoing, each Director initially appointed
on behalf of the Class A Common Stock and Existing Preferred
Stock, shall hold office initially for a term expiring at the
first annual meeting of stockholders to be held after the Initial
Filing Date.  Subject to the immediately preceding sentence, at
each annual meeting of stockholders, the successors of the class
of directors whose term expires at that meeting shall be elected
to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their
election.

          (b)  Notwithstanding any other provision of this
certificate of incorporation or any provision of law which might
otherwise permit a lesser vote or no vote, the affirmative vote
of the holders of 66 2/3% or more of the outstanding shares of
Common Stock shall be required to amend, alter, change or repeal
this Article FIFTH.

     SIXTH:   In furtherance and not in limitation of the powers
conferred by law, (a) the Board of Directors is expressly
authorized to adopt, amend or repeal the by-laws of the
corporation in any manner not inconsistent with the laws of the
State of Delaware or the certificate of incorporation of the
corporation, subject to the power of the stockholders to adopt,
amend or repeal the by-laws or to limit or restrict the power of
the Board of Directors to adopt, amend or repeal the by-laws, and
(b) the corporation may in its by-laws confer powers and
authorities upon its Board of Directors in addition to those
conferred upon it by statute.

     SEVENTH:  The affirmative vote of the holders of not less
than 66 2/3% of the outstanding shares of Common Stock shall be
required for the approval or authorization of any Business
Combination; provided, however, that the 66 2/3% voting
requirement shall not be applicable if

          (a)  the Board of Directors of the corporation by
     affirmative vote which shall include not less than a
     majority of the entire number of Continuing Directors
     (1) has approved in advance the acquisition of those
     outstanding shares of Common Stock which caused the
     Interested Party to become an Interested Party or (2)
     has approved the Business Combination;

          (b)  the Business Combination is solely between
     the corporation and one or more other corporations all
     of the common stock of each of which other corporations
     is owned directly or indirectly by the corporation or
     between two or more of such other corporations; or

          (c)  the Business Combination is a merger or
     consolidation and the cash and/or fair market value of
     the property, securities or other consideration to be
     received per share by holders of Common Stock in the
     Business Combination is at least equal to the highest
     price per share (after giving effect to appropriate
     adjustments for any recapitalizations and for any stock
     splits, stock dividends and like distributions) paid by
     the Interested Party in acquiring any shares of Common
     Stock on the date when last acquired or during a period
     of two years prior thereto.

          (d)  For purposes of this Article SEVENTH:

          (1)  The terms "affiliate" and "associate" shall
     have the respective meanings assigned to those terms in
     Rule 12b-2 under the Securities Exchange Act of 1934,
     as such Rule was in effect on the Initial Filing Date.

          (2)  A person shall be deemed to be a "beneficial
     owner" of any Common Stock

               (A)  which such person or any of its
          affiliates or associates beneficially owns,
          directly or indirectly; or

               (B)  which such person or any of its
          affiliates or associates has the right to
          acquire (whether such right is exercisable
          immediately or only after the passage of
          time), pursuant to any agreement, arrangement
          or understanding or upon the exercise of
          conversion rights, exchange rights, warrants
          or options, or otherwise, or has the right to
          vote pursuant to any agreement, arrangement
          or understanding; or

               (C)  which are beneficially owned, directly or
          indirectly, by any other person with which such person
          or any of its affiliates or associates has any
          agreement, arrangement or understanding for the purpose
          of acquiring, holding, voting or disposing of any
          shares of Common Stock.

          (3)  The term "Business Combination" shall mean
     (A) any merger or consolidation of the corporation or a
     subsidiary of the corporation with or into an
     Interested Party, (B) any merger or consolidation of an
     Interested Party with or into the corporation or a
     subsidiary, (C) any sale, lease, exchange, mortgage,
     pledge, transfer or other disposition (in one
     transaction or a series of transactions) of all or any
     Substantial Part of the assets either of the
     corporation (including without limitation any voting
     securities of a subsidiary) or of a subsidiary, in
     which an Interested Party is involved, (D) the adoption
     of any plan or proposal for the liquidation or
     dissolution of the corporation proposed by or on behalf
     of any Interested Party, (E) the issuance or transfer
     (in one transaction or a series of transactions) by the
     corporation or a subsidiary of the corporation to an
     Interested Party of any securities of the corporation
     or such subsidiary, which securities have a fair market
     value of $10,000,000 or more, or (F) any
     recapitalization, reclassification, merger or
     consolidation involving the corporation or a subsidiary
     of the corporation that would have the effect of
     increasing, directly or indirectly, the Interested
     Party's voting power in the corporation or such
     subsidiary.

          (4)  The term "Interested Party" shall mean and
     include (A) any individual, corporation, partnership,
     trust or other person or entity which, together with
     its affiliates and associates, is (or with respect to a
     Business Combination was within two years prior
     thereto) a beneficial owner of shares aggregating 20%
     or more of the outstanding Common Stock or any class
     thereof, and (B) any affiliate or associate of any such
     individual, corporation, partnership, trust or other
     person or entity.  For the purposes of determining
     whether a person is an Interested Party the number of
     shares deemed to be outstanding shall include shares
     deemed beneficially owned through application of
     subclause (B) of the foregoing clause (2) but shall not
     include any other shares of Common Stock which may be
     issuable pursuant to any agreement, arrangement or
     understanding, or upon exercise of conversion rights,
     warrants or options, or otherwise.

          (5)  The term "Substantial Part" shall mean more
     than 10% of the fair market value of the total assets
     of the particular corporation.

          (6)  The term "Continuing Director" shall mean a
     director who is not an affiliate of an Interested Party and
     who was a member of the Board of Directors of the
     corporation immediately prior to the time that the
     Interested Party involved in a Business Combination became
     an Interested Party, and any successor to a Continuing
     Director who is not such an affiliate and who is nominated
     to succeed a Continuing Director by a majority of the
     Continuing Directors in office at the time of such
     nomination.

          (7)  For the purposes of Section (c) of this
     Article SEVENTH, the term "other consideration to be
     received" shall include without limitation Common Stock
     retained by its existing public stockholders in the
     event of a Business Combination in which the
     corporation is the surviving corporation.

          (e)  The provisions of this Article SEVENTH shall
     be construed liberally to the end that the
     consideration paid to holders whose Common Stock is
     acquired by an Interested Party in connection with a
     Business Combination to which Section (c) of this
     Article SEVENTH is applicable shall be not less
     favorable than that paid to holders of such Common
     Stock prior to such Business Combination.  Nothing
     contained in this Article SEVENTH shall be construed to
     relieve any Interested Party from any fiduciary duties
     or obligations imposed by law, nor shall anything
     herein be deemed to supersede any vote of holders of
     any series or class of stock other than Common Stock
     that shall be required by law, by or pursuant to this
     certificate of incorporation or by the by-laws of the
     corporation.

          (f)  Notwithstanding any other provisions of this
     certificate of incorporation or the by-laws of the
     corporation and notwithstanding the fact that a lesser
     percentage may be specified by law, this certificate of
     incorporation or the by-laws of the corporation, the
     affirmative vote of the holders of 66 2/3% or more of
     the shares of the outstanding Common Stock shall be
     required to amend or repeal, or adopt any provisions
     inconsistent with, this Article SEVENTH.

     EIGHTH:   (a) A director of this corporation shall not be
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of the law, (3) under Section 174 of the
Delaware General Corporation Law, or (4) for any transaction from
which the director derived an improper personal benefit.

     (b)  The corporation shall indemnify any person who is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, to the
fullest extent permitted by applicable law.  The determination as
to whether such person has met the standard required for
indemnification shall be made in accordance with applicable law.

          Expenses incurred by such a director, officer, employee
or agent in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in
this Article EIGHTH.

     (c)  The provisions of this Article EIGHTH shall be deemed
to be a contract between the corporation and each person who
serves as such director, officer, employee or agent of the
corporation in any such capacity at any time while this Article
EIGHTH is in effect.  No repeal or modification of the foregoing
provisions of this Article EIGHTH nor, to the fullest extent
permitted by law, any modification of law shall adversely affect
any right or protection of a director, officer, employee or agent
of the corporation existing at the time of such repeal or
modification.

          The foregoing indemnification shall not be deemed
exclusive of any other rights to which those seeking
indemnification may be entitled under any applicable law, by-law,
agreement, vote of stockholders or disinterested directors or
otherwise.

     NINTH:   The name and mailing address of the incorporator
are:

          Name                          Mailing Address

      R. Blain Andrus                        6110 Plumas Street
                                        Reno, Nevada 89509


     TENTH:   The corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of
incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.



           EXHIBITS TO THE CERTIFICATE OF INCORPORATION



EXHIBIT A - CERTIFICATE OF DESIGNATIONS OF THE 7% CONVERTIBLE
               EXCHANGEABLE PREFERRED STOCK


EXHIBIT B - CERTIFICATE OF DESIGNATIONS OF THE STEP-UP
               CONVERTIBLE PREFERRED STOCK


EXHIBIT C - CERTIFICATE OF DESIGNATIONS OF THE GOLD-
               DENOMINATED PREFERRED STOCK


EXHIBIT D - CERTIFICATE OF DESIGNATIONS OF THE GOLD-
               DENOMINATED PREFERRED STOCK, SERIES II


EXHIBIT E - CERTIFICATE OF DESIGNATIONS OF THE SILVER-
               DENOMINATED PREFERRED STOCK