<PAGE>

                                      PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


Item  1.          Plan  Information.*


Item  2.          Registrant  Information and Employee Plan Annual Information.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.


                                     PART II

Item  3.          Incorporation  of  Documents  by  Reference.

The following documents filed by Silverado Gold Mines Ltd. (the "Company"), with
the  Securities  and Exchange Commission are incorporated by reference into this
Registration  Statement:

     (1)  The Company's Annual Report filed on Form 10-K with the Securities and
          Exchange  Commission  on  March  16,  2001;

     (2)  The Company's Quarterly Reports on Form 10-Q filed with the Securities
          and  Exchange  Commission on April 14, 2001, July 16, 2001 and October
          15,  2001;

     (3)  The Company's Current Report on Form 8-K filed with the Securities and
          Exchange  Commission  on  October  12,  2001;

     (4)  All  other  reports filed by the Company pursuant to Sections 13(a) or
          15(d)  of  the  Exchange Act subsequent to the filing of the Company's
          Annual Report with the Securities and Exchange Commission on March 16,
          2001;

     (5)  The  description  of  the Company's Common Stock which is contained in
          the  Company's  Form  10  Registration  Statement,  filed  with  the
          Securities  and  Exchange  Commission pursuant to Section 12(g) of the
          Securities  Exchange  Act  of 1934 (the "Exchange Act") under SEC File
          No. 0-12132 originally on May 11, 1984 and as amended through July 10,
          1984.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference herein and to be a part of this Registration
Statement  from  the  date  of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.


Item  4.          Description  of  Securities.

The securities to be offered are registered under Section 12 of the Exchange Act
of  1934.

                                       1

<PAGE>

Item  5.          Interests  of  Named  Experts  and  Counsel.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

O'Neill  &  Company, Barristers and Solicitors, independent legal counsel to the
Company,  has  provided  an  opinion  regarding  the due authorization and valid
issuance  of  the  shares  of  Common  Stock.


Item  6.          Indemnification  of  Directors  and  Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Company  Act  of British Columbia (the "BC Company Act") and the Articles of the
Company.

The  BC Company Act provides that a company, with the approval of the court, may
indemnify  a person who is a director or former director of the company, or as a
director  or  former  director of a corporation of which the company is or was a
shareholder  and  the  person's  heirs and personal representatives, against all
costs,  charges  and  expenses,  including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by the person, including an
amount  paid to settle an action or satisfy a judgment in a civil or criminal or
administrative  action or proceeding to which the person is made a party because
of  being  or having been a director, including an action brought by the company
or  corporation,  if:

     (a)  the  person  acted  honestly and in good faith with a view to the best
          interests of the corporation of which the person is or was a director;
          and;

     (b)  in  the case of a criminal or administrative action or proceeding, the
          person  had  reasonable grounds for believing the person's conduct was
          lawful.

The  Articles  of  the Company provide that, subject to the provisions of the BC
Company  Act,  the  Company shall indemnify a director or former director of the
Company  and  the  Company  may  indemnify  a  director  or former director of a
corporation  of  which  the  Company  is  or was a shareholder and the heirs and
personal  representatives  of  any  such  person  against all costs, charges and
expenses,  including  an  amount paid to settle an action or satisfy a judgment,
actually  or  reasonably  incurred  by  him  or  them  in  a  civil, criminal or
administrative  action  or proceeding to which he is or they are made a party by
reason  of  his  being or having been a director of the Company or a director of
such  corporation,  including  any  action  brought  by  the Company or any such
corporation.  Each  director,  on being elected or appointed, shall be deemed to
have  contracted  with  the  Company  on  the  terms of the foregoing indemnity.

The  Articles of the Company also provide that, subject to the provisions of the
BC  Company  Act,  the directors may cause the Company to indemnify any officer,
employee or agent of the Company or a corporation of which the Company is or was
a shareholder (notwithstanding that he may also be a director) and his heirs and
personal  representatives  against  all  costs,  charges and expenses whatsoever
incurred by him or them and resulting from his acting as an officer, employee or
agent  of  the  Company  or  such  corporation.  In  addition, the Company shall
indemnify  the secretary and any assistant secretary of the Company if he is not
a  full-time  employee  of the Company and notwithstanding that he may also be a
director  and  his respective heirs and legal representatives against all costs,
charges  and  expenses whatsoever incurred by him or them and arising out of the
functions assigned to the secretary by the BC Company Act or the Articles of the
Company  and  the secretary and assistant secretary shall, upon being appointed,
be  deemed  to  have  contracted  with the Company on the terms of the foregoing
indemnity.

                                       2
<PAGE>

Item  7.          Exemption  from  Registration  Claimed.

Not  applicable.


Item  8.          Exhibits.

Exhibit
Number         Description  of  Document
-------        -------------------------

5.1            Opinion O'Neill & Company, Barristers & Solicitors, regarding the
               due  authorization  and  valid  issuance  of the shares of Common
               Stock,  with  consent  to  use.
10.1           Consulting Agreement between the Company and Robert Chapman dated
               October  15,  2001
10.2           Consulting  Agreement  between  the  Company  and Robert M. Dynes
               dated  December  6,  2001
10.3           Consulting  Agreement  between the Company and D. James Sakundiak
               dated  September  15,  2001
23.1           Consent  of  KPMG, LLP, Independent Accountants dated January 18,
               2002
24.1           Power  of  Attorney  (included  on  the  signature  page  of this
               registration  statement).


Item  9.          Undertakings.

The  Company  hereby  undertakes:

     (a)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration:

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the Registration Statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  Registration  Statement;  and

          (3)  To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  Registration
               Statement  or  any  material  change  to  such information in the
               Registration  Statement;

     Provided  however, that that paragraphs (a) (1) and (2) do not apply if the
     information  required to be included in a post-effective amendment by those
     paragraphs  is  contained in periodic reports filed by the Company pursuant
     to section 13 or section 15(d) of the Exchange Act that are incorporated by
     reference  herein.

     (b)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new Registration Statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.

     (c)  To  remove  from registration by means of post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(2)     The  Company  hereby  undertakes  that,  for purposes of determining any
liability  under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that  is incorporated by reference in the Registration Statement shall be deemed

                                       3

<PAGE>

to  be  a new Registration Statement relating to the securities offered therein,
and  the  offering  of  such  securities  at  the time shall be deemed to be the
initial  bona  fide  offering  thereof.

(3)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Company pursuant to the foregoing provisions, or otherwise, the Company has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  the  director,  officer  or  controlling  person of the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of the counsel the matter
has  been  settled  by  controlling  precedent,  submit  to  the  appropriate
jurisdiction  the  question  of  whether  such  indemnification by it is against
public  policy  as  expressed  in  the  Act  and  will  be governed by the final
adjudication  of  such  issue.

                                       4

<PAGE>
                                   SIGNATURES


Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
Silverado  Gold  Mines Ltd., certifies that it has reasonable grounds to believe
that  it meets all of the requirements for filing a Form S-8 and has duly caused
this  registration  statement  to  be  signed  on its behalf by the undersigned,
thereunto  duly  authorized,  in  the City of Vancouver, British Columbia on the
23rd  day  of  January,  2002

                                             SILVERADO  GOLD  MINES  LTD.


                                             By: /s/ Garry L. Anselmo
                                                 ________________________
                                                 GARRY ANSELMO, President
                                                (Principal Executive Officer)
                                                (Principal Accounting Officer)

                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below constitutes and appoints Garry L.
Anselmo,  President  as his true and lawful attorney-in-fact and agent with full
power of substitution and re-substitution for him and his name, place and stead,
in  any  and  all capacities, to sign any or all amendments to this Registration
Statement  (including  post-effective amendments or any abbreviated registration
statements  and  any amendments thereto filed pursuant to Rule 462(b) increasing
the number of securities for which registration is sought) and to file the same,
with  all exhibits thereto and other documents in connection therewith, with the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully do or cause to be
done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

Signature                 Title                              Date
---------                 -----                              ----

/s/ Garry L. Anselmo      President & Director
_____________________     (Principal Executive Officer)      January 23, 2002
GARRY L. ANSELMO          (Principal Accounting Officer)

/s/ Stuart McCullouch
_____________________     Director                           January 23, 2002
STUART MCCULLOUCH

/s/ James F. Dixon
_____________________     Director                           January 23, 2002
JAMES F. DIXON

                                       5
[{"type": "S-8", "sequence": "1", "filename": "formseight.txt", "secsgml_size_bytes": 15143}]
{"company-data": {"conformed-name": "SILVERADO GOLD MINES LTD", "cik": "0000731727", "assigned-sic": "1040", "irs-number": "980045034", "state-of-incorporation": "A1", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81896", "film-number": "02524236"}, "business-address": {"street1": "1111 WEST GEORGIA ST", "street2": "SUITE 505", "city": "VANCOUVER", "state": "A1", "phone": "6046891535"}, "mail-address": {"street1": "1111 WEST GEORGIA ST", "street2": "SUITE 505", "city": "VANCOUVER", "state": "A1"}, "former-company": {"former-conformed-name": "SILVERADO MINES LTD", "date-changed": "19940722"}}
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item  1.          Plan  Information.*

Item  2.          Registrant  Information and Employee Plan Annual Information.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.

                                     PART II

Item  3.          Incorporation  of  Documents  by  Reference.

The following documents filed by Silverado Gold Mines Ltd. (the "Company"), with
the  Securities  and Exchange Commission are incorporated by reference into this
Registration  Statement:

     (1)  The Company's Annual Report filed on Form 10-K with the Securities and
          Exchange  Commission  on  March  16,  2001;

     (2)  The Company's Quarterly Reports on Form 10-Q filed with the Securities
          and  Exchange  Commission on April 14, 2001, July 16, 2001 and October
          15,  2001;

     (3)  The Company's Current Report on Form 8-K filed with the Securities and
          Exchange  Commission  on  October  12,  2001;

     (4)  All  other  reports filed by the Company pursuant to Sections 13(a) or
          15(d)  of  the  Exchange Act subsequent to the filing of the Company's
          Annual Report with the Securities and Exchange Commission on March 16,
          2001;

     (5)  The  description  of  the Company's Common Stock which is contained in
          the  Company's  Form  10  Registration  Statement,  filed  with  the
          Securities  and  Exchange  Commission pursuant to Section 12(g) of the
          Securities  Exchange  Act  of 1934 (the "Exchange Act") under SEC File
          No. 0-12132 originally on May 11, 1984 and as amended through July 10,
          1984.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference herein and to be a part of this Registration
Statement  from  the  date  of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.

Item  4.          Description  of  Securities.

The securities to be offered are registered under Section 12 of the Exchange Act
of  1934.

                                       1
Item  5.          Interests  of  Named  Experts  and  Counsel.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

O'Neill  &  Company, Barristers and Solicitors, independent legal counsel to the
Company,  has  provided  an  opinion  regarding  the due authorization and valid
issuance  of  the  shares  of  Common  Stock.

Item  6.          Indemnification  of  Directors  and  Officers.

The  officers  and  directors  of the Company are indemnified as provided by the
Company  Act  of British Columbia (the "BC Company Act") and the Articles of the
Company.

The  BC Company Act provides that a company, with the approval of the court, may
indemnify  a person who is a director or former director of the company, or as a
director  or  former  director of a corporation of which the company is or was a
shareholder  and  the  person's  heirs and personal representatives, against all
costs,  charges  and  expenses,  including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by the person, including an
amount  paid to settle an action or satisfy a judgment in a civil or criminal or
administrative  action or proceeding to which the person is made a party because
of  being  or having been a director, including an action brought by the company
or  corporation,  if:

     (a)  the  person  acted  honestly and in good faith with a view to the best
          interests of the corporation of which the person is or was a director;
          and;

     (b)  in  the case of a criminal or administrative action or proceeding, the
          person  had  reasonable grounds for believing the person's conduct was
          lawful.

The  Articles  of  the Company provide that, subject to the provisions of the BC
Company  Act,  the  Company shall indemnify a director or former director of the
Company  and  the  Company  may  indemnify  a  director  or former director of a
corporation  of  which  the  Company  is  or was a shareholder and the heirs and
personal  representatives  of  any  such  person  against all costs, charges and
expenses,  including  an  amount paid to settle an action or satisfy a judgment,
actually  or  reasonably  incurred  by  him  or  them  in  a  civil, criminal or
administrative  action  or proceeding to which he is or they are made a party by
reason  of  his  being or having been a director of the Company or a director of
such  corporation,  including  any  action  brought  by  the Company or any such
corporation.  Each  director,  on being elected or appointed, shall be deemed to
have  contracted  with  the  Company  on  the  terms of the foregoing indemnity.

The  Articles of the Company also provide that, subject to the provisions of the
BC  Company  Act,  the directors may cause the Company to indemnify any officer,
employee or agent of the Company or a corporation of which the Company is or was
a shareholder (notwithstanding that he may also be a director) and his heirs and
personal  representatives  against  all  costs,  charges and expenses whatsoever
incurred by him or them and resulting from his acting as an officer, employee or
agent  of  the  Company  or  such  corporation.  In  addition, the Company shall
indemnify  the secretary and any assistant secretary of the Company if he is not
a  full-time  employee  of the Company and notwithstanding that he may also be a
director  and  his respective heirs and legal representatives against all costs,
charges  and  expenses whatsoever incurred by him or them and arising out of the
functions assigned to the secretary by the BC Company Act or the Articles of the
Company  and  the secretary and assistant secretary shall, upon being appointed,
be  deemed  to  have  contracted  with the Company on the terms of the foregoing
indemnity.

                                       2
Item  7.          Exemption  from  Registration  Claimed.

Not  applicable.

Item  8.          Exhibits.

Exhibit
Number         Description  of  Document
-------        -------------------------

5.1            Opinion O'Neill & Company, Barristers & Solicitors, regarding the
               due  authorization  and  valid  issuance  of the shares of Common
               Stock,  with  consent  to  use.
10.1           Consulting Agreement between the Company and Robert Chapman dated
               October  15,  2001
10.2           Consulting  Agreement  between  the  Company  and Robert M. Dynes
               dated  December  6,  2001
10.3           Consulting  Agreement  between the Company and D. James Sakundiak
               dated  September  15,  2001
23.1           Consent  of  KPMG, LLP, Independent Accountants dated January 18,
               2002
24.1           Power  of  Attorney  (included  on  the  signature  page  of this
               registration  statement).

Item  9.          Undertakings.

The  Company  hereby  undertakes:

     (a)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration:

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the Registration Statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  Registration  Statement;  and

          (3)  To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  Registration
               Statement  or  any  material  change  to  such information in the
               Registration  Statement;

     Provided  however, that that paragraphs (a) (1) and (2) do not apply if the
     information  required to be included in a post-effective amendment by those
     paragraphs  is  contained in periodic reports filed by the Company pursuant
     to section 13 or section 15(d) of the Exchange Act that are incorporated by
     reference  herein.

     (b)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new Registration Statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.

     (c)  To  remove  from registration by means of post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(2)     The  Company  hereby  undertakes  that,  for purposes of determining any
liability  under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that  is incorporated by reference in the Registration Statement shall be deemed

                                       3
to  be  a new Registration Statement relating to the securities offered therein,
and  the  offering  of  such  securities  at  the time shall be deemed to be the
initial  bona  fide  offering  thereof.

(3)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Company pursuant to the foregoing provisions, or otherwise, the Company has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in  the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  the  director,  officer  or  controlling  person of the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of the counsel the matter
has  been  settled  by  controlling  precedent,  submit  to  the  appropriate
jurisdiction  the  question  of  whether  such  indemnification by it is against
public  policy  as  expressed  in  the  Act  and  will  be governed by the final
adjudication  of  such  issue.

                                       4
SIGNATURES

Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
Silverado  Gold  Mines Ltd., certifies that it has reasonable grounds to believe
that  it meets all of the requirements for filing a Form S-8 and has duly caused
this  registration  statement  to  be  signed  on its behalf by the undersigned,
thereunto  duly  authorized,  in  the City of Vancouver, British Columbia on the
23rd  day  of  January,  2002

                                             SILVERADO  GOLD  MINES  LTD.

                                             By: /s/ Garry L. Anselmo
                                                 ________________________
                                                 GARRY ANSELMO, President
                                                (Principal Executive Officer)
                                                (Principal Accounting Officer)

                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below constitutes and appoints Garry L.
Anselmo,  President  as his true and lawful attorney-in-fact and agent with full
power of substitution and re-substitution for him and his name, place and stead,
in  any  and  all capacities, to sign any or all amendments to this Registration
Statement  (including  post-effective amendments or any abbreviated registration
statements  and  any amendments thereto filed pursuant to Rule 462(b) increasing
the number of securities for which registration is sought) and to file the same,
with  all exhibits thereto and other documents in connection therewith, with the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully do or cause to be
done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

Signature                 Title                              Date
---------                 -----                              ----

/s/ Garry L. Anselmo      President & Director
_____________________     (Principal Executive Officer)      January 23, 2002
GARRY L. ANSELMO          (Principal Accounting Officer)

/s/ Stuart McCullouch
_____________________     Director                           January 23, 2002
STUART MCCULLOUCH

/s/ James F. Dixon
_____________________     Director                           January 23, 2002
JAMES F. DIXON

                                       5