MADISON ENTERPRISES CORP.
(the "Company")

MANAGEMENT DISCUSSION FOR
THE SIX MONTHS ENDED APRIL 30, 1999.

On April 7, 1999 the Honorable Masket Iangalio CBE MP, Minister for Mining for Papua New Guinea signed a two year renewal of the exploration license EL 1093, covering the Mt. Kare property. On the same date the Minister signed a memorandum of understanding with the Company and its joint venture partner Matu Mining Pty Ltd., a wholly owned subsidiary of Carpenter Pacific Resources NL whereby the Compnay has agreed to grant to the provincial governments of Southern Highlands and Enga Provinces the right to purchase from treasury, at any time until 31 December 1999 at the market price, a sufficient number of shares of either or both companies which would constitute a 5% indirect interest in the Mt. Kare property.

Highlights of the exploration carried out during the six month period ending 30 April, 1999 include:

• The release of the initial resource estimate by the independent engineering firm of Watts, Griffis and McOuat ("WGM") on 26 November 1998.
• The completion of a further 59 diamond drill holes totaling 9195 metres
• The release of drill results for 32 drill holes on 20 January, 1999 and 28 drill holes on 31 March, 1999. Results for an additional 13 drill holes were released 6 May, 1999.
• An independent property-wide placer evaluation.
• A ground geophysical survey over the Pinuni and Orosa targets.

During the period drilling was directed at expanding, infilling and increasing confidence in the initial resource estimate prepared by WGM which, at a 1.0 g/t gold equivalent cut-off, was:

• 20.4 million tonnes grading 5.6 g/t gold and 28.7 g.t silver (3.67 million ounces gold, 18.8 million ounces silver, totalling 4.0 million ounces gold equivalent) without the cutting of any individual gold assays.
• 20.1 million tonnes grading 2.4 g/t gold and 28.8 g/t silver (1.55 million ounces gold, 18.6 million ounces silver, totalling 1.87 million ounces gold equivalent) with all individual gold assays greater than 30 g/t cut to 30 g/t.

The initial resource estimate was released 26 November 1998 and included up to hole 110. The Company has since released results for 72 additional holes. Recent trenching and detailed surface mapping has outlined extensions to the main zones (Western Roscoelite, Central, Black) included in the initial resource estimate. Drilling has been testing these extensions.

Capital Stock

During the period, the Company issued incentive stock options entitling the purchase of up to 150,000 shares at $1.53 per share at any time on or before April 8, 2004.

Liquidity and Capital Resources

The Company's mineral exploration activities have been funded through the sale of share capital and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its operations. There is no assurance that such financing can be obtained by the Company and the failure to obtain such financing will result in the curtailment of exploration activities until such financing is obtained. The Company may require additional financing during the upcoming fiscal year to maintain its previous pace of exploration. Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in its liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in the Company's liquidity will be substantially determined by the success or failure of the exploration work currently being carried out on its Mt. Kare property.

The Company handles investor relations activities internally by assigning various duties to officers, directors and employees. These duties consist primarily of responding to inquiries from the Company's shareholders and the public, distribution of news and information about the Company and other developments in the mining industry, preparation for and attendance at industry conferences, maintenance of web sites on the Internet, increasing the Company's shareholder base and assisting in raising any capital which the Company might require.

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