CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                              OF ICHOR CORPORATION,
                             A DELAWARE CORPORATION


     ICHOR CORPORATION (the "Corporation"), a corporation organized and existing
under  the  General  Corporation  Law  of  the  State  of Delaware (the "General
Corporation  Law")

     DOES  HEREBY  CERTIFY:

     FIRST:     That  the name of the Corporation is ICHOR CORPORATION, and that
the  Corporation  was  incorporated  pursuant  to the General Corporation Law on
September  16,  1996.

     SECOND:    That  on  January 19, 2001, the Board of Directors duly adopted
resolutions  proposing  to  amend  the  Certificate  of  Incorporation  of  the
Corporation  and,  by  written consent  in  accordance  with Section 228 of the
General Corporation  Law, stockholders of the Corporation holding the requisite
number of  shares of the Corporation consented to the resolutions setting forth
the  proposed  amendment,  which  resolutions  are  as  follows:

               RESOLVED THAT paragraph 4 of  the  Certificate  of Incorporation
          of the Corporation be, and is  hereby, amended  to read  as  follows:

          "4.  The  total  number  of shares of all classes of stock which the
          Corporation shall  have  authority  to  issue is Eighty-Five Million
          (85,000,000) shares, of which  Five Million (5,000,000) shares shall
          be preferred stock, $.01 par value, and  Eighty Million  (80,000,000)
          shares shall be common stock, $.01 par value.  The preferred stock of
          the Corporation may be issued from time to time in one or more series.
          The Board of Directors is expressly authorized, in a resolution or
          resolutions  providing for the issue of such preferred stock, to fix,
          state and express  the  powers,  rights,  designations,  preferences,
          qualifications, limitations  and restrictions  thereof and to fix the
          number of shares of such series.

          Except  as  otherwise  provided  by law, the shares of stock of the
          Corporation, regardless  of class, may be issued by the Corporation
          from time to time in such amounts,  for  such  consideration  and
          for  such  corporate  purposes  as  the Corporation's  Board  of
          Directors  may  from  time  to  time  determine."

     THIRD:     That  the  said  amendment  was  duly adopted on May 21, 2001 in
accordance  with  the  provisions of Section 242 of the General Corporation Law.

     IN  WITNESS  WHEREOF,  this  Certificate  of  Amendment  of  Certificate of
Incorporation  has been signed by the President of the Corporation as of May 21,
2001.


               By:  /s/ Pierre-Francois Serres
                    ---------------------------------
                    Pierre-Francois Serres, President