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<SEC-DOCUMENT>0001172593-04-000020.txt : 20040412
<SEC-HEADER>0001172593-04-000020.hdr.sgml : 20040412
<ACCEPTANCE-DATETIME>20040412110650
ACCESSION NUMBER:		0001172593-04-000020
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040412

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UNITED STATES ANTIMONY CORP
		CENTRAL INDEX KEY:			0000101538
		STANDARD INDUSTRIAL CLASSIFICATION:	PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330]
		IRS NUMBER:				810305822
		STATE OF INCORPORATION:			MT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08675
		FILM NUMBER:		04727834

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 643
		CITY:			THOMPSON FALLS
		STATE:			MT
		ZIP:			59873
		BUSINESS PHONE:		4068273523

	MAIL ADDRESS:	
		STREET 1:		PO BOX 643
		CITY:			THOMPSON FALLS
		STATE:			MT
		ZIP:			59873-0643

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AGAU MINES INC
		DATE OF NAME CHANGE:	19740728
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark  One)

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934

                   For the fiscal year ended December 31, 2003

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
                     For  the  transition  period --------  to-------


                         Commission file number 33-00215
                       UNITED STATES ANTIMONY CORPORATION
                 (Name of small business issuer in its charter)
                Montana                            81-0305822
   (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)             Identification No.)

P.O.  Box  643,  Thompson  Falls,  Montana                   59873
(Address  of  principal  executive  offices)               (Zip code)

       Registrant's telephone number, including area code:  (406) 827-3523

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

Securities  registered  pursuant to Section 12(g) of the Act:  Common Stock, par
value  $.01  per  share

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.

Yes     X       No
     -----          -----

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained  in this form and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.  [   ]

The  registrant's  revenues  for  its  most  recent  fiscal year were $3,221,750

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant,  based  on the average bid price of such stock, was $5,500,829 as of
March  27,  2004.

At March 27, 2004, the registrant had 28,114,288 outstanding shares of par value
$0.01  common  stock.

<PAGE>


                                                 TABLE OF CONTENTS

                                                      PART I
<TABLE>
<CAPTION>


<S>                                                       <C>                                                   <C>
ITEM 1.  DESCRIPTION OF BUSINESS                                                                                   2
          General. . . . . . . . . . . . . . . . . . . . . . .                                                     2
          History. . . . . . . . . . . . . . . . . . . . . . .                                                     2
          Overview-2003. . . . . . . . . . . . . . . . . . . .                                                     2
          Risk Factors . . . . . . . . . . . . . . . . . . . .                                                     2
          Antimony Division. . . . . . . . . . . . . . . . . .                                                     4
          Zeolite Division . . . . . . . . . . . . . . . . . .                                                     6
          Environmental Matters. . . . . . . . . . . . . . . .                                                     7
          Employees. . . . . . . . . . . . . . . . . . . . . .                                                     8
          Other. . . . . . . . . . . . . . . . . . . . . . . .                                                     8

ITEM 2.  DESCRIPTION OF PROPERTIES                                                                                 8
          Antimony Division. . . . . . . . . . . . . . . . . .                                                     8
          Zeolite Division . . . . . . . . . . . . . . . . . .                                                     9

ITEM 3.  LEGAL PROCEEDINGS                                                                                         9

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                       9

                                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                  9

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS                                                9

ITEM 7.  FINANCIAL STATEMENTS                                                                                     11

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                    11

ITEM 8-A CONTROLS AND PROCEDURES                                                                                  11

                                                    PART III

ITEM 9.. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a)
         OF THE EXCHANGE ACT. . . . . . . . . . . . . . . . . .                                                    12

ITEM 10. EXECUTIVE COMPENSATION                                                                                    13

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                            13

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                            14

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                                                          16

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                    19

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . .                                                           20

CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . .                                                           21

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . .                                                      .  F1-F22
</TABLE>




<PAGE>

PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

GENERAL

Explanatory  Note:  As  used  in this report, the terms "we," "us" and "our" are
- --------------------------------------------------------------------------------
used  to  refer  to  United  States  Antimony  Corporation  and,  as the context
- --------------------------------------------------------------------------------
requires,  its  management.
- ---------------------------

Some  of the information in this Form 10-KSB contains forward-looking statements
that  involve  substantial  risks  and  uncertainties.  You  can  identify these
statements  by  forward-looking  words as "may," "will," "expect," "anticipate,"
"believe,"  "estimate"  and  "continue,"  or  similar  words.  You  should  read
statements  that  contain  these  words  carefully  because  they:
  -discuss  our  future  expectations;
  -contain  projections  of  our  future  results  of  operations  or  of our
   financial  condition;  and
  -state  other  "forward-looking"  information.

HISTORY

United  States  Antimony Corporation was incorporated in Montana in January 1970
to  mine and produce antimony products.  In December 1983, we suspended antimony
mining  operations  but continued to produce antimony products from domestic and
foreign  sources.  Bear  River Zeolite Company ("BRZ") was incorporated in 2000,
and it mines and produces zeolite in southeastern Idaho.  Our principal business
is  the  production  and  sale  of  antimony  and  zeolite  products.

OVERVIEW-2003

Antimony  Sales

During  2003,  sales  of  our antimony products decreased approximately 16% from
that  of  2002.  The  decrease was primarily due to increased imports of Chinese
material  at  low  prices  competing  with  our  products.

Bear  River  Zeolite  Company

During  2003, significant costs were incurred by BRZ to expand the plant, repair
equipment,  and market the product.  Sales of zeolite increased 140% during 2003
from  2002.

Yellow  Jacket  Reclamation

The  Yellow  Jacket mill site was essentially reclaimed in 2002. Little work was
performed  in 2003. Two pieces of equipment still must be trucked out and survey
work must be completed in 2004. The expenses are estimated to be $6,000.  Yellow
Jacket  reclamation has been a cash drain on our resources since our abandonment
of  the  operation  in  1999.

Yankee  Fork  Mill  Site  Reclamation

During  2003 most of the reclamation work was completed. Work scheduled for 2004
includes  neutralization of leach tailings and storage of them in a trench, fill
dirt  work,  and  seeding  and  fertilizing.

RISK  FACTORS

There  may be events in the future that we are not able to accurately predict or
over  which  we  have no control.  The risk factors listed below, as well as any
cautionary language in this report, provide examples of risks, uncertainties and
events  that  may  cause  our  actual  results  to  differ  materially  from the
expectations  we  describe  in  our  forward-looking  statements.

                                          2
<PAGE>

Our  liabilities  substantially exceed our assets.  If we were liquidated before
our stockholders' deficit is eliminated, our common shareholders would lose part
or  all  of  their  investment.

In  the  event  of  our  dissolution,  the  proceeds  (if any) realized from the
liquidation  of  our  assets  will be distributed to our shareholders only after
satisfaction of claims of our creditors and preferred shareholders.  The ability
of a purchaser of shares to recover all or any portion of the purchase price for
the  shares  in  that  event will depend on the amount of funds realized and the
claims  to  be  satisfied  by  those  funds.

We  have  a  negative net worth, have incurred significant losses, and may incur
losses  in  the  future.

We  have  not  generated an operating profit for several years.  Instead we have
been able to continue operations from gross profit from our antimony operations,
sales  of common stock and borrowings from banks and others.  As of December 31,
2003,  we had a stockholders' deficit of $1,692,337; and we may incur net losses
for  the foreseeable future unless and until we are able to establish profitable
business  operations  and  reduce  cash outflows from general and administrative
expenses  and property reclamation costs.  As of December 31, 2003, we had total
current  assets  of  $204,134  and  total  current liabilities of $1,880,746, or
negative  working  capital  of  approximately  $1,676,612.

Our  auditors'  report as of February 13, 2004 raised doubt about our ability to
continue  as  a  going  concern.

Our audited financial statements for the year ended December 31, 2003, which are
included  in  this report, indicate that there was doubt as of February 13, 2004
about  our  ability  to  continue as a going concern due to our need to generate
cash  from  operations  and  obtain  additional  financing.

We  are  delinquent  or  in  arrears  on  significant  current  liabilities; and
collection  efforts  by  creditors  could  jeopardize  our  viability as a going
concern  and  close  down  our  operations.

As  of  December  31,  2003, we are delinquent on the payment of several current
liabilities  including  payroll  and  property  taxes of approximately $128,392,
accounts  payable  of approximately $600,000, judgments payable in the amount of
$53,130  and  accrued interest payable in the amount of $16,645.  In the absence
of  payment  arrangements,  creditors  could individually or collectively demand
immediate  payment  and  jeopardize  our  ability  to  fund  operations  and
correspondingly  damage  our  business.  Creditors  who  are owed taxes have the
power  to  seize  our  assets for payment of amounts past due and close down our
operations.

Capital  to  meet  our  future  needs for antimony and zeolite production may be
unavailable  on  acceptable  terms.

To  fund  future  needs, we may seek to obtain additional capital from public or
private  financing  transactions, as well as borrowing and other resources.  The
issuance  of  equity or equity-related securities to raise additional cash would
result  in  dilution  to  our  present  stockholders.  Further,  additional debt
funding  or  common  stock  sales may not be available on favorable terms, if at
all.

Our  existing  debt is secured by pledges to the bank and to our president, John
C.  Lawrence, of substantially all of our assets.  In addition, we owe a secured
convertible  note  payable to a company controlled by a significant shareholder,
that  is  secured  by  100%  of  our stock in BRZ.   Therefore, a default in the
payment of any secured debt could result in a loss of the related assets and our
ability  to  continue  operations.

As of December 31, 2003, our bank debt in the amount of $553,532 is secured by a
collateral  pledge  of  substantially all of our mining equipment as well as our
patented  and unpatented mining claims in Sanders County, Montana.  On March 31,
2004  and  all  successive  quarters  pursuant  to  the terms of convertible and
secured  convertible  notes  payable we will owe an interest payment which if we
don't  or  are  unable  to  pay  will  result  in  a  default on the notes.  Our
president,  John C. Lawrence, has also guaranteed repayment of all our bank debt
and has a secured interest in our assets as well.  In the event we are unable to
pay  the  bank  debt  as  it matures, there is a risk the bank may foreclose its
security interest and we would lose all or a portion of our equipment as well as
our  patented  and  unpatented  mining  claims.


                                       3
<PAGE>

Our  research,  development,  manufacturing and production processes involve the
controlled  use  of  hazardous  materials,  and  we  are  subject  to  various
environmental  and  occupational  safety laws and regulations governing the use,
manufacture,  storage,  handling,  and  disposal of hazardous materials and some
waste  products.  The  risk of accidental contamination or injury from hazardous
materials  cannot  be  completely  eliminated.  In  the event of an accident, we
could  be held liable for any damages that result and any liability could exceed
our  financial  resources.  We also have three ongoing environmental reclamation
and  remediation projects, one at our current production facility in Montana and
two  at  discontinued  mining operations in Idaho.  Adequate financial resources
may  not be available to ultimately finish the reclamation activities if changes
in  environmental  laws and regulations occur; and these changes could adversely
affect  our cash flow and profitability.  We do not have environmental liability
insurance  now;  and  we  do  not  expect  to  be  able to obtain insurance at a
reasonable  cost.  If  we incur liability for environmental damages while we are
uninsured, it could have a harmful effect on our financial condition and us. The
range  of  reasonably  possible  losses  from  our  exposure  to  environmental
liabilities  in excess of amounts accrued to date cannot be reasonably estimated
at  this  time.

Some  of  our  accruals  for  environmental obligations are current liabilities.

We  have  accruals  totaling $208,500 on our balance sheet at December 31, 2003,
for  our  environmental  reclamation  responsibilities,  $151,000  of  which are
classified  as current. If we are not able to adequately perform our reclamation
activities  on  a  timely basis, we could be subject to fines and penalties from
regulatory  agencies.

ANTIMONY  DIVISION

Our  antimony mining properties, mill and metallurgical plant are located in the
Burns Mining District of Sanders County, Montana, approximately 15 miles west of
Thompson  Falls.  We hold 12 patented lode claims, some of which are contiguous,
and  2 patented mill sites.  We have no "proven reserves" or "probable reserves"
of  antimony,  as  these  terms  are  defined  by  the  Securities  and Exchange
Commission.

Prior  to  1984,  we  mined antimony ore underground by driving drifts and using
slushers in room and pillar type stopes.  Mining was suspended in December 1983,
because antimony could be purchased more economically from foreign sources.  Our
underground  antimony mining operations may be reopened in the future should raw
material  prices  warrant  doing  so.  We  now  purchase the majority of our raw
antimony  from  China  and Canada.  Antimony metal from Chinese sources has been
obtained  primarily  through  brokers.

Because  we  depend  on  foreign  sources  for raw materials, there are risks of
interruption  in procurement from these sources and/or volatile changes in world
market  prices  for these materials that are not controllable by us.  Changes in
antimony metal export policy by the Chinese government could impair availability
of  antimony  metal  and/or  could  increase  antimony metal prices, which could
result in curtailed production, decreased profits, operating result fluctuations
or  breach  of  contractual  obligations  to  provide  antimony  products to our
customers.

We  currently own 50% of the common stock of United States Antimony, Mexico S.A.
de  C.V.  ("USAMSA"),  which was formed in April 1998.  During 1998 and 1999, we
invested  capital  and  surplus  equipment  from  our  Thompson  Falls  antimony
operation  in  USAMSA,  which  was  used  for  the  construction  of an antimony
processing  plant in Mexico.  During the later part of 2000 we finalized our 50%
investment in USAMSA.  To date, two antimony processing furnaces and a warehouse
building  have  been  built  and  limited  antimony  processing has taken place.
During 2003, 2002 and 2001, USAMSA was idle and had no production activities due
to  volatile  antimony prices and the lack of operating and development capital.
During  2002, we adjusted our investment in USAMSA to recognize an impairment of
its  value.  The adjustment reduced our carrying value in USAMSA to equal 50% of
its net equity, or $18,625 at December 31, 2002.  During 2003, our investment in
USAMSA  decreased  to  $11,913, reflecting our share of its 2003 operating loss.
USAMSA is pursuing the assignment of mining concessions in the Mexican states of
Zacatecas, Coahuila, Sonora, Queretaro and Oaxaca.  We hope USAMSA will begin in
future  years  to  produce  antimony  metal  and  other  products  as processing
opportunities  become  available  and as antimony prices dictate, although there
can  be  no  assurance  USAMSA  will  be  profitable.


                                       4
<PAGE>

From  antimony  raw  materials,  we produce antimony oxide products of different
particle  size  using  proprietary  furnace technology, several grades of sodium
antimonate  using  hydro metallurgical techniques, and antimony metal.  Antimony
oxide  is  a  fine,  white  powder  that is used primarily in conjunction with a
halogen  to  form  a  synergistic  flame  retardant system for plastics, rubber,
fiberglass,  textile  goods, paints, coatings and paper.  Antimony oxide is also
used  as  a  color  fastener in paint, as a catalyst for production of polyester
resins for fibers and film, as a phosphorescent agent in fluorescent light bulbs
and  as  an  opacifier for porcelains.  Sodium antimonate is primarily used as a
fining  agent (degasser) for glass in cathode ray tubes used in television bulbs
and  as  a  flame  retardant.  We  also sell antimony metal for use in bearings,
storage  batteries  and  ordnance.

We estimate (but have not independently confirmed) that our present share of the
domestic  market  for antimony oxide products is approximately 4%.  We have only
one  principal  domestic  competitor.  The balance of domestic sales are foreign
imports  (primarily  from  Chinese  and  Belgian  suppliers).

In  recent years we made substantial improvements to our analytical and chemical
research  capabilities.  Since  March 1998, we have employed a Chief Chemist who
has  devoted  a  substantial  portion  of  his  working  time  to  research  and
development  activities.  We  have  continued to pursue research and development
activities  that  have  resulted  in  advances in our preparation, packaging and
quality  of our antimony products.  We believe that our ability to meet customer
product  specifications  gives  us  a competitive advantage.  We believe that we
will  be  able  to  stay  competitive  in the antimony business because of these
advances.  However,  many  of  our  competitors  in  the  antimony industry have
substantially  more  capital resources and market share than us.  Therefore, our
ability  to  maintain  market  share  can  be  significantly affected by factors
outside  of  our  control.

For  the  year  ended  December  31,  2002, we sold 3,479,394 pounds of antimony
products  generating  approximately  $3.27 million in revenues.  During 2003, we
sold  2,166,691  pounds  of  antimony  products  generating  approximately $2.74
million  in  revenues.  During  2002  and  2003,  approximately  40%  and  56%,
respectively, of our antimony sales were  made  to  one  customer, KOHLER Co.

Marketing   We  employ full-time marketing personnel and have negotiated various
- ---------
commission  based  sales  agreements with other chemical distribution companies.

Antimony Price Fluctuations:  Our operating results have been, and will continue
- ----------------------------
to  be,  directly  related  to  the  market prices of antimony metal, which have
fluctuated  widely  in recent years.  The volatility of prices is illustrated by
the  following  table, which sets forth the average prices of antimony metal per
pound  as  reported  by  sources  deemed  reliable  by  us.

<TABLE>
<CAPTION>


<S>   <C>
YEAR  AVERAGE PRICE
- ----  --------------
2003           $1.21
2002            0.88
2001            0.58
2000            0.67
1999            0.58
1998            0.63
</TABLE>

The  range  of  sales prices for antimony oxide per pound was as follows for the
periods  indicated:

<TABLE>
<CAPTION>


<S>   <C>    <C>    <C>
YEAR  HIGH   LOW    AVERAGE PRICE
- ----  -----  -----  --------------
2003  $5.45  $1.01  $         0.92
2002   5.25   0.71            0.99
2001   5.99   0.66            0.93
2000   5.88   0.65            0.99
1999   5.52   0.65            0.85
1998   5.57   0.83            1.13


</TABLE>

Antimony metal prices are determined by a number of variables over which we have
no  control.  These  include  the availability and price of imported metals, the
quantity  of  new  metal supply, and industrial and commercial demand.  If metal
prices  decline  and  remain  depressed,  our  revenues and profitability may be
adversely  affected.

                                           5
<PAGE>


We  use  various  antimony  raw  materials  to  produce our products.  We obtain
antimony raw material from sources in China, Canada and the U.S.  Purchases from
Canadian  and U.S. sources have been made at world market prices, as established
by the London Metals Bulletin from time to time.  Our USAMSA venture is intended
eventually  to  reduce  our  dependence  on foreign sources; but during 2002 and
2003,  USAMSA was idle and it is not expected to provide sufficient raw material
for  several  years.

ZEOLITE  DIVISION

We  own 100% of Bear River Zeolite Company, an Idaho corporation incorporated on
June 1, 2000.  BRZ has a lease with Webster Farm, L.L.C.  The lease entitles BRZ
to  surface  mine and process zeolite on property located near Preston, Idaho in
exchange for a royalty payment.  The royalty is a percentage of the zeolite sale
price, which varies between 8%-13%.  The minimum annual royalty during the first
five  years is $1,000.  During 2002, we sold additional royalty interests in BRZ
to  a  company  controlled  by Al Dugan, a majority shareholder and, as such, an
affiliate.  The  royalties  granted Mr. Dugan's company a payment equal to 3% of
all  gross sales on zeolite products.  BRZ has constructed a processing plant on
the  property  and  is  currently  improving  its  productive capacity.  We have
incurred  development  and  start-up costs of $467,695.  We are currently taking
orders for our zeolite products and are optimistic that orders will continue and
increase  during  2003.

We  have  no "proven reserves" or "probable reserves" of zeolite, as these terms
are  defined  by  the  Securities  and  Exchange  Commission.

"Zeolite"  refers  to  a  group  of  minerals  that  consist  of  hydrated
aluminosilicates  that  hold  cations  such  as  calcium,  sodium,  ammonium and
potassium  in  their  crystal lattice.  Water is loosely held in cavities in the
lattice.  BRZ's  zeolite  deposits  have characteristics, which make the mineral
useful  for  a  variety  of  purposes  including:

  -Soil  Amendment  and  Fertilizer.  Zeolite  has  been successfully used to
   fertilize  golf  courses,  sports fields, parks and common areas, and high
   value crops, including corn, potatoes, soybeans, red beets, acorn squash,
   green beans, sorghum sudangrass, brussel sprouts, cabbage, carrots, tomatoes,
   cauliflower, radishes,  strawberries,  wheat,  lettuce  and  broccoli.

  -Water  Filtration.  Zeolite  is  used  for  particulate,  heavy  metal and
   ammonium removal in swimming pools, municipal water systems, fisheries, fish
   farms,  and  aquariums.

  -Sewage  Treatment.  Zeolite  is  used in sewage treatment plants to remove
   nitrogen  and  as  a  carrier  for  microorganisms.

  -Nuclear Waste and Other Environmental Cleanup.  Zeolite has shown a strong
   ability to selectively remove strontium, cesium and various other radioactive
   isotopes from solution. Zeolite can  also be used for the cleanup of soluble
   metals such as mercury, chromium,  copper,  lead, zinc, arsenic, molybdenum,
   nickel, cobalt, antimony, calcium,  silver  and  uranium.

  -Odor  Control.  A major cause of odor around cattle, hog, and poultry feed
   lots is the generation of  the  ammonium in urea and manure.  The ability of
   zeolite to absorb ammonium  prevents  the  formation  of  ammonia  gas, which
   generates  the  odor.

  -Gas Separation.  Zeolite has been used for some time to separate gases, to
   re-oxygenate downstream water from  sewage  plants,  smelters, pulp and paper
   plants, and fish ponds and tanks, and to remove carbon dioxide, sulfur
   dioxide and hydrogen sulfide from  methane generators  as  organic  waste,
   sanitary landfills, municipal sewage systems and animal waste treatment
   facilities.

  -Animal  Nutrition.  Feeding  up  to  2%  zeolite  increases  growth rates,
   decreases conversion rates, prevents worms,  and  increases  longevity.

  -Miscellaneous  Uses.  Other  uses  include  catalysts, petroleum refining,
   building applications, solar energy and  heat  exchange,  desiccants, pellet
   binding, horse and kitty litter, floor cleaner and carriers for insecticides,
   pesticides  and  herbicides.



                                              6
<PAGE>


ENVIRONMENTAL  MATTERS

Our  exploration,  development  and  production programs conducted in the United
States  are  subject  to  local,  state  and  federal  regulations  regarding
environmental  protection.  Some  of  our  production  and mining activities are
conducted  on  public  lands.  We  believe  that  our current discharge of waste
materials  from  our  processing  facilities  is  in  material  compliance  with
environmental  regulations  and  health  and  safety standards.  The U.S. Forest
Service  extensively  regulates mining operations conducted in National Forests.
Department  of  Interior regulations cover mining operations carried out on most
other  public  lands.  All operations by us involving the exploration for or the
production  of minerals are subject to existing laws and regulations relating to
exploration  procedures,  safety  precautions,  employee  health and safety, air
quality  standards,  pollution  of  water sources, waste materials, odor, noise,
dust  and  other environmental protection requirements adopted by federal, state
and  local  governmental authorities.  We may be required to prepare and present
to  the  authorities  data  pertaining to the effect or impact that any proposed
exploration  for  or  production of minerals may have upon the environment.  Any
changes  to  our reclamation and remediation plans, which may be required due to
changes  in  state  or  federal regulations, could have an adverse effect on our
operations.  The  range  of  reasonably  possible  loss in excess of the amounts
accrued,  by  site,  cannot  be  reasonably  estimated  at  this  time.

We  accrue  environmental liabilities when the occurrence of such liabilities is
probable  and  the  costs are reasonably estimable. The initial accruals for all
our  sites  are based on comprehensive remediation plans approved by the various
regulatory  agencies  in connection with permitting or bonding requirements. Our
accruals  are  further  based  on  presently enacted regulatory requirements and
adjusted  only when changes in requirements occur or when management revises its
estimate  of costs required to comply with existing requirements. As remediation
activity has physically commenced, management has been able to refine and revise
its  estimates  of costs required to fulfill future environmental tasks based on
contemporaneous  cost  information,  operating  experience,  and  changes  in
regulatory  requirements.  In  instances  where  costs  required to complete our
remaining  environmental  obligations  are clearly determined to be in excess of
the  existing accrual, we have adjusted the accrual accordingly. When regulatory
agencies  require  additional  tasks  to  be  performed  in  connection with our
environmental  responsibilities, we evaluate the costs required to perform those
tasks  and  adjust our accrual accordingly as the information becomes available.
In  all cases, however, our accrual at year-end is based on the best information
available  at  that  time  to  develop  estimates  of environmental liabilities.

Yankee  Fork  Mill  Site.

During  2003,  USAC  spent  $27,397  and  essentially  finished  the bulk of the
reclamation  work  at the Yankee Fork mill site. In essence most of the work was
completed  during  2003. During 2004 leach residue must be neutralized, moved by
truck  and covered; some rolling stock must be removed, remaining dirt work must
be completed, and water monitoring must continue.  At December 31, 2003, we have
accrued  $45,000  for  the  remaining  activities.

Antimony  Processing  Site.

We  have  environmental  remediation obligations at our antimony processing site
near  Thompson  Falls,  Montana  ("the  Stibnite  Hill  Mine  Site").  Under the
regulatory  jurisdiction of the U.S. Forest Service and subject to the operating
permit  requirements  of  the  Montana  Department  of Environmental Quality, we
performed substantial environmental reclamation activities during 1999 and 2000.
The  regulatory agencies require that we line a storm water pond and construct a
water  treatment  facility  and  thus  fulfill the majority of our environmental
responsibilities  at the Stibnite Hill Mine site.  At December 31, 2003, we have
accrued  $150,000,  most of which is classified as current for our antimony site
reclamation  activities.

Yellow  Jacket  Mine.

During  2002,  we  received  notification from the U.S. Forest Service outlining
only  minor  tasks  to  be  performed  during the 2003 field season.  The Forest
Service complimented our to-date reclamation efforts, characterizing the site as
a  potential  "showcase  for the mining industry."  At December 31, 2003 we have
$6,000  accrued  for  the  remaining  reclamation  activities.

BRZ.

During  2001,  we  recorded  a  reclamation  accrual  for our Bear River Zeolite
subsidiary,  based  on  an  analysis  performed  by  management and reviewed and
approved  by  regulatory  authorities  for  environmental bonding purposes.  The
accrual  of  $7,500  represents  the Company's estimated costs of reclaiming, in
accordance  with  regulatory  requirements, the acreage disturbed by our zeolite
operations  and  remains  unchanged  at  December  31,  2003.

                                         7
<PAGE>

General.

Reclamation activities at the Yellow Jacket Mine and the Thompson Falls Antimony
Plant have proceeded informally under supervision of the U.S. Forest Service and
applicable  State  Departments  of Environmental Quality.  We have complied with
regulators'  requirements  and  do  not  expect  the  imposition  of substantial
additional  requirements.

We have posted cash performance bonds with a bank and the U.S. Forest Service in
connection  with  our reclamation activities.  In 2002 and 2001, the U.S. Forest
Service  released  a substantial portion of the environmental bonding funds that
had  been  deposited  for  remediation  of  the  Yellow  Jacket  Mine.

We  believe  we  have  accrued  adequate  reserves  to fulfill our environmental
remediation  responsibilities as of December 31, 2003.  We have made significant
reclamation  and  remediation progress on all our properties over the past three
years  and  have  complied  with  regulatory  requirements  in our environmental
remediation efforts. The change in amounts accrued for environmental remediation
activities  during  the  years  ended  December  31,  2002  and  2003
<TABLE>
<CAPTION>


<S>                        <C>            <C>               <C>              <C>           <C>
                             YANKEE FORK    THOMPSON FALLS    YELLOW JACKET    BEAR RIVER
                              MILL SITE      ANTIMONY PLANT    MINE             ZEOLITE       TOTAL

Balance December 31, 2001  $     57,028   $       151,510   $        9,125   $     7,500   $225,163
Less: Reclamation Costs .       (39,096)           (6,960)          (4,560)                 (50,616)
Adjustment of Accrued
Remediation Costs . . . .        22,068                                                      22,068
                           -------------  ----------------  --------------   -----------   --------
Balance December 31, 2002  $     40,000   $       144,550   $        4,565   $     7,500   $196,615
Less: Reclamation Costs .       (22,397)           (2,683)                                  (25,080)
Adjustment of Accrued
Remediation Costs . . . .        27,397             8,133            1,435                   36,965
                           -------------  ----------------  ---------------  ------------  --------
Balance December 31, 2003  $     45,000   $       150,000   $        6,000   $     7,500   $208,500
                           =============  ================  ===============  ============  ========
</TABLE>



EMPLOYEES

As  of  December  31,  2003,  we employed 30 full-time employees.  The number of
full-time  employees  may vary seasonally.  None of our employees are covered by
any  collective  bargaining  agreement.

OTHER

We  hold  no  material  patents,  licenses,  franchises  or  concessions; but we
consider  our antimony processing plant proprietary in nature.  We use the trade
name  "Montana  Brand  Antimony  Oxide"  for  marketing  our  antimony products.

We  are  subject to the requirements of the Federal Mining Safety and Health Act
of  1977,  the  Occupational  Safety  and  Health  Administration's regulations,
requirements  of  the state of Montana and the state of Idaho, federal and state
health  and  safety  statutes and Sanders County, Lemhi County and Custer County
health  ordinances.

ITEM  2.  DESCRIPTION  OF  PROPERTIES

ANTIMONY  DIVISION

Our  principal  plant and mine are located in the Burns Mining District, Sanders
County,  Montana,  approximately  15  miles west of Thompson Falls, Montana.  We
hold  2  patented  mill  sites  and  12 patented lode mining claims covering 192
acres.  The  lode  claims  are  contiguous  within  two  groups.

Antimony  mining  and  milling  operations  were  curtailed  during  1983 due to
continued  declines  in  the  price  of  antimony.  We  are currently purchasing
foreign raw antimony materials and continue to produce antimony metal, oxide and
sodium  antimonate  from  our  antimony processing facility near Thompson Falls,
Montana.

                                    8

<PAGE>

ZEOLITE  DIVISION

We  own  100%  of  Bear  River  Zeolite  Company  ("BRZ"),  an Idaho corporation
incorporated  on June 1, 2000.  BRZ has entered into a mining lease with Webster
Farm,  L.L.C.  The  lease  entitles  BRZ  to surface mine and process zeolite on
property  located  in  Preston,  Idaho  in  exchange for a royalty payment.  The
royalty  is a percentage of the unprocessed ore sale price, which varies between
8%-13%.  The  minimum annual royalty during the first five years is $1,000.  The
royalty  is  also payable on zeolite mined on adjacent Bureau of Land Management
("BLM"),  ground  on  which  BRZ  has located five additional BLM claims, if BRZ
accesses  those  claims across the leased property.  We are also subject to a 3%
royalty on all gross zeolite sales, payable to a company controlled by Al Dugan,
a  major shareholder and an affiliate. BRZ has constructed a processing plant on
the  property.

ITEM  3.  LEGAL  PROCEEDINGS

We  are  not  a  party  to  any  pending  legal  proceeding.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were  submitted  to  a  vote  of security holders during the fourth
quarter  of  2003.

PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Currently,  our  common  stock  is traded on the Over the Counter Bulletin Board
("OTCBB")  under the symbol "UAMY."  The following table sets forth the range of
high and low bid prices as reported by the OTCBB for the periods indicated.  The
quotations  reflect  inter-dealer  prices  without  retail  mark-up, markdown or
commission,  and  may  not  necessarily  represent  actual  transactions.

<TABLE>
<CAPTION>


<C>   <S>             <C>    <C>
           2002        HIGH   LOW
      --------------  -----  -----
      First Quarter.  $0.29  $0.12
      Second Quarter   0.23   0.12
      Third Quarter.   0.23   0.15
      Fourth Quarter   0.22   0.15

          2003         HIGH   LOW
      --------------  ----- ------
      First Quarter.  $0.24  $0.14
      Second Quarter   0.33   0.13
      Third Quarter.   0.26   0.16
      Fourth Quarter   0.26   0.14
</TABLE>



The  approximate  number of record holders of our common stock at March 27, 2004
is  2,642.

We  have  not declared or paid any dividends to our stockholders during the last
five  years  and  do  not anticipate paying dividends on our common stock in the
foreseeable future.  Instead, we expect to retain earnings for the operation and
expansion  of  our  business.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

Certain  matters discussed are forward-looking statements that involve risks and
uncertainties,  including  the  impact  of  antimony  prices  and  production
volatility,  changing market conditions and the regulatory environment and other
risks.  Actual  results  may  differ  materially  from  those  projected.  These
forward-looking  statements  represent  the Company's judgment as of the date of
this  filing. The Company disclaims, however, any intent or obligation to update
these  forward-looking  statements.

RESULTS  OF  OPERATIONS

The  Company  reported  a net loss of $798,634 in 2003 compared to a net loss of
$360,389  during  2002.  The  increase in the loss during 2003 was the result of
decreased  antimony  sales  and  increased  general and administrative expenses.

                                     9
<PAGE>

Total revenues from antimony product sales for the year ended December 31, 2003,
were  $2,742,419  compared  with  $3,274,007  for  2002, a decrease of $531,588.
Sales  of antimony products during the year ended December 31, 2003 consisted of
2,166,691  pounds  at an average sale price of $1.27 per pound.  During the year
ended  December  31,  2002,  sales  of  antimony products consisted of 3,479,394
pounds  at  an  average  sale  price  of $0.94 per pound.    The decrease in the
amount  of  pounds  sold  during  2003  is  greatly due to the Company's Chinese
competitors offering antimony oxide at sales prices less than the Company's cost
of  production, resulting in the loss of customers to our competitors.  Combined
cash  costs  of  antimony production and freight and delivery were $2,403,070 or
$1.11  per pound sold, for the year ended December 31, 2003, as compared to cash
costs  of  antimony  production and freight and delivery of $2,873,096, or $0.83
per  pound sold for the year ended December 31, 2002. The increase in cash costs
per  pound  is partially due to an increase in production costs due to increased
propane  prices and freight and delivery costs.  Additionally, with fewer pounds
of  Antimony products being sold, the fixed costs per pound of antimony produced
increased  in  2003.  Depreciation  expense in the Antimony division was $41,288
during  2003  compared  to  $42,991  during  2002.  The decrease in depreciation
expense  was due to depreciable antimony processing equipment nearing the end of
its  useful  lives.

Sales  of  zeolite  products  were  $479,331, with associated cash cost of sales
including  freight and delivery costs of $529,397 during the year ended December
31, 2003, compared to sales of $199,890 and cash cost of sales including freight
and delivery costs of $265,390 during 2002.  This represents an increase of 140%
from  2002  to  2003. The tons shipped in 2003 were 4,526 tons compared to 2,054
tons  in  2002,  an  increase  of 120%. Depreciation expense was $55,254 for BRZ
during  2003,  compared  to  $41,071  during 2002.  The increase in depreciation
expense  during 2003 was due to more depreciable assets placed in service during
2003.

During  the  year  ended  December  31,  2003,  the Company incurred general and
administrative  expenses  totaling  $212,689  associated  with  BRZ  compared to
$86,658  during  2002, the increase was due to increased sales effect of zeolite
products.

Reclamation  at  Yellow  Jacket  is essentially complete.  Yankee Fork Mill Site
reclamation  was  $27,397 in 2003 compared to $22,068 in 2002.  Water monitoring
and  the  disposal  of  certain  materials  are  among  the  Company's  final
responsibilities  at Yankee Fork.  The Company believes it is nearing the end of
its  reclamation  work  at  Yankee  Fork.

Antimony general and administrative expenses were $434,563 during the year ended
December 31, 2003, compared to $327,936 during the year ended December 31, 2002.
The  increase in general and administrative expenses from 2002 to 2003 is due to
an increase in consulting and other fees associated with the Company's financing
activities  and  its  annual  meeting  of  shareholders  held  in  2003.

BRZ  sales  expenses  increased  to  $70,589  in  2003 from $62,654 in 2002, the
increase  was  due  to  increased  production  and marketing of zeolite in 2003.
Antimony  sales  expenses  were $67,818 during the year ended December 31, 2003,
compared  to  $80,397  during the year ended December 31, 2002.  The decrease in
antimony  sales  expenses  during  2002  was  primarily  related  to fewer sales
commissions  paid  to  independent  brokers  for  our  products  during  2003.

Interest  expense  was  $82,855  during the year ended December 31, 2003 and was
comparable  to  interest  expense  of  $80,462  incurred  during  the year ended
December  31,  2002.  We expect our interest expense to increase during 2004 due
to  the  sale  of  a  secured  convertible  note  payable.

During  2002, we adjusted our investment in USAMSA to recognize an impairment of
its  value.  The adjustment reduced our carrying value in USAMSA by $60,526.  No
such  adjustment  was  made  during 2003, except to absorb our share of USAMSA's
2003  operating  loss.

Accounts  receivable  factoring  expense  was  $106,175  during  the  year ended
December  31,  2003 compared to factoring expense incurred during the year ended
December  31,  2002  of  $94,765.  The  increase  was due to increased borrowing
activities  with  the  Company's  factoring  agents.  Interest  income and other
income increased to $10,711 during the year ended December 31, 2003, from $3,728
during the same period of 2002, due to an increase in other miscellaneous income
in  2003.

During 2002, the sale of a 3% gross sales royalty in BRZ to a Company controlled
by  Al  Dugan  resulted  in  revenue  of $200,000.  No similar BRZ royalty sales
occurred  in  2003.


                                   10
<PAGE>



FINANCIAL  CONDITION  AND  LIQUIDITY

At  December  31,  2003,  Company  assets  totaled  $1,005,050,  and there was a
stockholders'  deficit  of  $1,692,337.  In  addition, at December 31, 2003, the
Company's  total  current  liabilities  exceeded  its  total  current  assets by
$1,676,612. Due to the Company's operating losses, negative working capital, and
stockholders'  deficit,  the  Company's  independent  accountants  included  a
paragraph  in  our  2003  financial  statements  relating  to  a  going  concern
uncertainty.  To  continue  as a going concern the Company must generate profits
from  its  antimony  and  zeolite sales and acquire additional capital resources
through  the  sale of its securities or from short and long-term debt financing.
Without financing and profitable operations, the Company may not be able to meet
its  obligations, fund operations and continue in existence. While management is
optimistic,  there  can be no assurance that the Company will be able to sustain
profitable  operations  and  meet  its  financial  obligations.

Other  significant  financial  commitments  for  future  periods  will  include:

  -Servicing  notes  payable  to  bank.
  -Paying  delinquent  property  and  payroll  tax  liabilities  and accounts
   payable.
  -Fulfilling  responsibilities  with  environmental,  labor  safety  and
   securities  regulatory  agencies.
  -Keeping  current  with  the  interest  payment requirements of the secured
   convertible  and  convertible  notes  payable.

Cash  used  by  operating  activities  during  2003  was  $449,459, and resulted
primarily  from  the  twelve  month  loss  of $798,634 as adjusted by increasing
accounts  payable  and  related party payables, non-cash effects of depreciation
and  amortization,  and  changes  in  other  current  assets  and  liabilities.

Cash  used  by  investing activities during the year ended December 31, 2003 was
$121,437,  all  of  which  related  to the construction and purchases of capital
assets  used  at  the  Bear  River  Zeolite  facility.

The Company was able to fund its operating loss and its acquisition of plant and
equipment  during  the year ended December 31, 2003, from net cash provided from
financing  activities  of  $570,896;  including $345,000 generated from sales of
unregistered  common stock and warrants, and proceeds from a secured convertible
note  payable  of  $250,000.

The  Company  hopes  that  it  will  have  additional  financial  resources from
increasing  gross  profits  from its antimony business and sales of zeolite from
BRZ.

ITEM  7.     FINANCIAL  STATEMENTS

The  consolidated  financial statements of the registrant are included herein on
pages  F1-F22.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

ITEM  8-A.  CONTROLS  AND  PROCEDURES

The  Registrant's  president  has evaluated the Registrant's disclosure controls
and  procedures  within 90 days of the filing date of this annual report.  Based
upon this evaluation, the Registrant's president concluded that the Registrant's
disclosure  controls  and  procedures  are  effective  in ensuring that material
information  required  to  be disclosed is included in the reports that it files
with  the  Securities  and  Exchange  Commission.

There  were  no significant changes in the Registrant's internal controls or, to
the  knowledge  of the management of the Registrant, in other factors that could
significantly  affect  these  controls  subsequent  to  the  evaluation  date.


                                          11
<PAGE>



PART  III

ITEM  9. DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS,
         COMPLIANCE  WITH SECTION  16(A)  OF  THE  EXCHANGE  ACT

Identification  of directors and executive officers at December 31, 2003, are as
follows:

<TABLE>
<CAPTION>


<S>                            <C>          <C>                              <C>             <C>
                                               Affiliation
            Name                     Age          with us                          Expiration of Term
        -----------               ------      --------------                       ------------------

      John C. Lawrence. . . . . .    65       Chairman, President, Secretary,        Annual meeting
                                              and Treasurer; Director
      Robert A. Rice. . . . . . .    79       Director                               Annual meeting
      Leo Jackson . . . . . . .      62       Director                               Annual meeting
</TABLE>


BUSINESS  EXPERIENCE  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

JOHN  C. LAWRENCE.  Mr. Lawrence has been the president and a director since our
inception.  Mr.  Lawrence  was the president and a director of AGAU Mines, Inc.,
our  corporate predecessor, since the inception of AGAU Mines, Inc. in 1968.  He
is  a  member  of  the  Society  of Mining Engineers and a recipient of the Uuno
Sahinen  Silver  Medallion Award presented by Butte Tech, University of Montana.
He  has  a vast background in mining, milling, smelting, chemical processing and
oil  and  gas.

ROBERT  A. RICE.  Mr. Rice is a metallurgist, having been employed by the Bunker
Hill  Company,  a  wholly-owned  subsidiary  of  Gulf  Resources  and  Chemical
Corporation  at  Kellogg,  Idaho, as Senior Metallurgist and Mill Superintendent
until  his  retirement  in  1965.  Mr.  Rice  has  been  a  director since 1975.

LEO  JACKSON.  Mr.  Jackson  is  a  resident of El Paso, Texas.  For the past 15
years,  he  has been a principal owner and the president of Production Minerals,
Inc.,  a company which has an indirect 25% interest in the stock of USAMSA.  Mr.
Jackson  is one of the principal owners of Minera de Roja, S.A. de C.V., and has
been  involved  in  the  production and marketing of industrial minerals such as
fluorspar  and  celestite  in  the  United  States and Mexico for 25 years.  Mr.
Jackson  speaks  fluent  Spanish  and  has  a BBA degree from the Sul Ross State
University  in  Texas.  Mr.  Jackson  has  been  a director since February 1999.

We  are  not  aware  of  any  involvement by our directors or executive officers
during  the  past  five  years  in  legal  proceedings  that  are material to an
evaluation  of  the  ability  or integrity of any director or executive officer.

Board  Meetings and Committees.  Our Board of Directors held twelve (12) regular
- ------------------------------
meetings  during  the  2003  calendar year.  Each incumbent director attended at
least  75% of the meetings held during the 2003 calendar year, in the aggregate,
by  the  Board  and  each  committee of the Board of which he was a member.  Our
Board  of  Directors  does  not  have  a Compensation Committee, or a Nominating
Committee.

Our  Board  of  Directors  has  established an Audit Committee consisting of one
member (Robert A. Rice) of the Board of Directors not involved in our day-to-day
financial  management.  Mr.  Rice  is  not  considered  a  financial expert; the
Company  does  not have the necessary capital resources to attract and retain an
independent  financial  expert  to  serve  on  its  Audit  Committee.

Board Member Compensation.  We paid directors' fees in the form of 26,000 shares
- -------------------------
of  our  Series  D  Preferred  Stock  per  director  during  2003.

Section  16(a)  Beneficial Ownership Reporting Compliance.  Section 16(a) of the
- ---------------------------------------------------------
Securities  Exchange  Act  of 1934 requires our directors and executive officers
and  the holders of 10% or more of our common stock to file reports of ownership
and  changes in ownership with the Securities and Exchange Commission. Officers,
directors  and  stockholders  holding  more  than  10%  of  our common stock are
required  by the regulation to furnish us with copies of all Section 16(a) forms
they  have  filed.

Based  solely  on our review of copies of Forms 3, 4, and 5 furnished to us, Mr.
Lawrence  timely  filed  Form 4 reports during 2002.  We do not know if Mr. Rice
and  Mr.  Jackson  timely filed Form 4 or Form 5 reports during 2003.  We do not
know  if  Al  W.  Dugan,  a shareholder who became a 10% beneficial owner during
2000,  timely  filed  Form  3,  or  Form  4,  or  Form  5  reports  during 2003.
                                         12
<PAGE>

Code of  Ethics
- ---------------

The Company has adopted a Code of Ethics that applies to the Company's executive
officers and its directors.  The Company will provide, without charge, a copy of
the Code of Ethics on the written request of any person addressed to the Company
at:  United States Antimony Corporation, P.O. Box 643, Thompson Falls, MT 59873.

ITEM  10.  EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE

The  Securities  and  Exchange  Commission  requires the following table setting
forth for fiscal years ending December 31, 2003, 2002 and 2001; the compensation
paid  by  USAC  to  its  principal  executive  officer.
<TABLE>
<CAPTION>


<S>                          <C>          <C>     <C>            <C>             <C>      <C>           <C>           <C>
                                          ANNUAL COMPENSATION                            LONG-TERM COMPENSATION

                                                                                       AWARDS               PAYOUTS
                                                                             ----------------------- -----------------------
                                                                             Restricted   Securities
                                                            Other Annual      Options/    Underlying All Other    All Other
Name and Principal Position   Year     Salary     Bonus   Compensation (1)    Awards (2)   LTIP SARs  Payouts   Compensation
- ---------------------------  ------  ---------   -------  ---------------    -----------  ---------- --------  -------------
John C. Lawrence, President   2003    $ 96,000     N/A       $ 5,538            $ 2,400      None      None         None
John C. Lawrence, President   2002    $ 96,000     N/A       $ 5,538            $ 2,400      None      None         None
John C. Lawrence, President   2001    $ 96,000     N/A       $ 5,538            $     0      None      None         None
</TABLE>



(1) Represents  earned  but  unused  vacation.
(2) These  figures represent the fair values, as of the date of issuance, of
    the annual director's fee payable to  Mr. Lawrence in the form of shares of
    USAC's Series D Preferred stock  or  restricted  Common  Stock.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table sets forth information regarding beneficial ownership of our
common  stock  as  of  March  27, 2004, by (i) each person who is known by us to
beneficially  own  more  than  5%  of  our Series A, C, and D preferred stock or
common  stock;  (ii) each of our executive officers and directors; and (iii) all
of  our  executive  officers  and directors as a group. Unless otherwise stated,
each  person's  address is c/o United States Antimony Corporation, P.O. Box 643,
1250  Prospect  Creek  Road,  Thompson  Falls,  Montana  59873.
<TABLE>
<CAPTION>


<S>                                   <C>                            <C>                    <C>
                                      NAME AND ADDRESS OF            AMOUNT AND NATURE OF   PERCENT OF
TITLE OF CLASS . . . . . . . . . . .  BENEFICIAL OWNER(1)            BENEFICIAL OWNERSHIP   CLASS(1)
- ------------------------------------  -----------------------------  ---------------------  -----------
Common stock . . . . . . . . . . . .  The Maguire Family and                  1,406,898(2)         5.0%
                                      related entities as a group
                                      c/o Walter L. Maguire, Sr.
                                      P.O. Box 129
                                      Keller, VA 23401
Common stock . . . . . . . . . . . .  The Dugan Family                        8,795,625(4)        26.4
                                      c/o A. W. Dugan
                                      1415 Louisiana Street, Suite 3100
                                      Houston, TX 77002
Preferred Series A . . . . . . . . .  A. Gordon Clark, Jr.                        4,500(7)       100.0
stock. . . . . . . . . . . . .        2 Musket Trail
                                      Simsbury, CT 06070
Preferred Series C . . . . . . . . .  Walter L. Maguire, Sr.                     49,091(7)        27.6
stock. . . . . . . . . . . . . . . .  P.O. Box 129
                                      Keller, VA 23401
Preferred Series C . . . . . . . . .  Richard A. Woods                           48,305(7)        27.2
stock. . . . . . . . . . . . . . . .  59 Penn Circle West
                                      Penn Plaza Apts.
                                      Pittsburgh, PA 15206

                                          13
                                      NAME AND ADDRESS OF. . . . .   AMOUNT AND NATURE OF    PERCENT OF
TITLE OF CLASS . . . . . . . . . . .  BENEFICIAL OWNER(1)            BENEFICIAL OWNERSHIP    CLASS(1)
- ------------------------------------  -----------------------------  ---------------------   -----------

Preferred Series C . . . . . . . . .  Dr. Warren A. Evans                        48,305(7)        27.2
stock. . . . . . . . . . . . . . . .  69 Ponfret Landing Road
                                      Brooklyn, CT 06234
Preferred Series C . . . . . . . . .  Edward Robinson                            32,203(7)        18.1
stock. . . . . . . . . . . . . . . .  1007 Spruce Street 1st Floor
                                      Philadelphia, PA 19107
Preferred Series D . . . . . . . . .  Gary D. Babbitt                           475,000(5) (7)    22.5
                                      877 W. Main Street, Suite 1000
                                      Boise, ID 83702
Common stock . . . . . . . . . . . .  John C. Lawrence                        3,836,653(3)        12.8
Common stock . . . . . . . . . . . .  Robert A. Rice                            214,791           Nil
Common stock . . . . . . . . . . . .  Leo Jackson                                56,700           Nil
Preferred Series D . . . . . . . . .  John C. Lawrence                        2,551,070(6) (7)    88.7
Preferred Series D . . . . . . . . .  Robert A. Rice                             50,000            2.7
Preferred Series D . . . . . . . . .  Leo Jackson                                50,000            2.7
- ------------------------------------  -----------------------------  ---------------------  -----------
Common stock and
Series D Preferred Stock . . . . . .  All directors and executive
                                      officers as a group
                                      (3 persons). . . .                      6,759,214           20.6
                                                                             ----------          ------
</TABLE>

(1) Beneficial  Ownership  is determined in accordance with the rules of the
Securities  and  Exchange Commission and generally includes voting or investment
power  with  respect to securities. Shares of common stock subject to options or
warrants  currently  exercisable  or  convertible, or exercisable or convertible
within  60  days  of  March  27,  2004  are deemed outstanding for computing the
percentage  of  the  person  holding  options  or  warrants  but  are not deemed
outstanding  for  computing  the percentage of any other person. Percentages are
based  on a total of 28,114,288 shares of common stock, 4,500 shares of Series A
Preferred  Stock,  177,904  shares  of  Series  C Preferred Stock, and 1,863,672
shares  of  Series  D  Preferred  Stock  outstanding  on  March  27,  2004.

(2) Includes  1,007,843  shares  owned  by  the  Maguire Foundation; 129,000
shares  owned  by  Walter  L.  Maguire,  Sr.;  45,500  shares owned by Walter L.
Maguire,  Trustee;  and 224,555 shares owned by Walter L. Maguire, Jr.  Excludes
1,003,409  shares  owned  by  the  1934  Maguire  Trust.

(3) Includes  2,086,653  shares of common stock and 1,750,000 stock purchase
warrants  issuable  through  the  conversion  of  a  convertible  note  payable.
Excludes  75,000 shares owned by Mr. Lawrence's sister, as to which Mr. Lawrence
disclaims  beneficial  ownership.

(4) Includes 1,823,767 shares owned by Al W. Dugan; and 1,876,449 shares, in
the  aggregate,  owned  by  companies  owned  and controlled by Al W. Dugan; and
5,095,404  stock purchase warrants and shares issuable through the conversion of
a  secured  convertible  note  payable.  Excludes  183,333 shares owned by Lydia
Dugan  as  to  which  Mr.  Dugan  disclaims  beneficial  ownership.

(5) Includes  warrants  to  purchase  250,000  shares  of Series D Preferred
Stock.

(6) Includes  1,538,672  shares  of Series D preferred stock and warrants to
purchase  1,012,398  shares  of  Series  D  Preferred  Stock.

(7) The  outstanding  Series A, Series C and Series D preferred shares carry
voting  rights.

ITEM  12.   CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Described  below  are  transactions  during the last two years to which we are a
party  and  in which any director, executive officer or beneficial owner of five
percent  (5%)  or more of any class of our voting securities or relatives of our
directors,  executive  officers  or  five  percent  (5%) beneficial owners has a
direct  or indirect material interest.  See also transactions described in notes
4,  7,  9,  11  and  12  to  our  Financial  Statements as of December 31, 2003.


                                      14
<PAGE>

- -Leo  Jackson, a director, is a principal owner and president of Production
Minerals,  Inc., a company which indirectly owns 25% of the stock of USAMSA.  We
own  50%  of  the  stock  of  USAMSA.

- -During  2003,  the  Company  issued 111,185 warrants to purchase shares of
Series  D  preferred  stock  to  John C. Lawrence, the Company's president and a
director, for his assistance in procuring equipment financing.  The warrants are
exercisable  at  $0.30  per  share  and  expire  in  2008.

- -We reimburse John C. Lawrence, a director and Chief Executive Officer, for
operational  and  maintenance  expenses  incurred  in connection with our use of
equipment  owned  by  Mr.  Lawrence,  including welding trucks, backhoes, and an
aircraft.  Reimbursements  for  2003  and  2002  totaled  $52,125  and  $56,481,
respectively,  in addition, we accrued interest expense of $7,795 and $13,688 on
net  advances  due Mr. Lawrence, for the years ended December 31, 2003 and 2002,
respectively.

- -At  December  31,  2003  and  2002,  we  owed  legal fees in the amount of
$149,971  and  $140,018,  respectively,  to an outside law firm in which Gary D.
Babbitt,  formerly  a  director,  is  a  partner.

- -During  2003,  the  Company issued 26,000 shares of its Series D preferred
stock  to  each  member  of  its  Board  of  Directors as compensation for their
services  as  directors.  In  connection  with  the  issue, the Company recorded
$7,800  in director compensation based on an aggregate of 78,000 Series D shares
issued.

- -In  June  2003,  the  Company  issued 201,000 shares of Series D preferred
stock and 200,000 Series D preferred stock purchase warrants to Gary D. Babbitt,
a former director, for his consulting services.  In connection with the issue to
Mr. Babbitt, the Company recognized $20,100 of consulting expense based upon its
estimated  value  of  the  services rendered and shares issued.  During 2002, we
issued  Mr.  Babbitt  24,000 shares of Series D preferred stock for his services
rendered.

- -In  September  2003,  the  Company  issued John C. Lawrence, the Company's
president  and  a  director,  100,000 shares of Series D preferred stock for his
help  in financing the Company's operations.  In connection with this issue, the
Company recorded $15,000 of compensation expense based on its estimated value of
the  shares  issued.

- -During  2003, the Company sold a $250,000 secured convertible note payable
to  a  company  controlled by Al Dugan, a major shareholder.  In connection with
the  sale  Mr.  Dugan received 2,000,000 stock purchase warrants excercisable at
$0.20  per  share  until  December  22,  2008.

- -During  2003,  the  Company cancelled 1,388,672 shares of its common stock
and  re-issued  an equal amount of Series D preferred stock to John C. Lawrence,
the  Company's  president  and  a  director.

- -During  2003,  John  C.  Lawrence,  the Company's president and a director
converted  $100,000  of  current  debt due him into a convertible long-term note
payable.  In  connection  with  the  sale  Mr. Lawrence received 1,000,000 stock
purchase  warrants  excercisable  at  $0.20  per  share until December 22, 2007.

- -During  2002,  the  Company  issued 250,000 warrants to purchase shares of
Series  D  preferred stock to Gary D. Babbitt, for legal services rendered.  The
warrants  are  excercisable  at  $0.20  per  share  and expire in 2005 and 2007.

- -During  2002,  the  Company  issued 151,213 warrants to purchase shares of
Series  D  preferred  stock  to John C. Lawrence in exchange for his warrants to
purchase  151,213  shares  of  the  Company's  common  stock.  The  warrants are
excercisable  at  $0.20  per  share  and  expire  in  2005  and  2007.

- -During  2002,  the Company sold a 3% gross proceeds royalty on all zeolite
extracted from BRZ to Delaware Royalty Company, Inc., a company controlled by Al
Dugan,  a major shareholder.  The Company received $200,000 from the sale of the
royalty  interest.  During  the  years  ended  December  31,  2003 and 2002, the
Company  paid  Delaware  Royalty  Company,  Inc.  $11,575 and $705 in royalties,
respectively.

                                        15
<PAGE>

- -Included  in  the  sale  of  the  Company's  common stock and common stock
warrants  during  2003,  were  333,334 shares of common stock and 333,334 common
stock  purchase  warrants sold to companies controlled by directors or immediate
family  members  of  directors  of  the  Company.

- -During  2002,  we  issued 750,000 Series D Preferred Stock warrants to our
president,  John  C.  Lawrence  in  consideration  of  his  advances made to the
Company.  The warrants expire in September of 2007, and are exercisable at $0.20
per  share.

- -On  March 20, 2002 we sold Al W. Dugan, a major shareholder, 50,000 shares
of  our  common  stock and agreed to issue warrants to purchase 50,000 shares of
common  stock,  for $0.20 per share or $10,000.  The warrants are exercisable at
$0.30  per  share.

- -During  the  fourth  quarter of 2002, the Company issued each of its three
directors,  24,000  shares  of  Series  D  Preferred Stock for their services as
directors.

- -On  February  12,  2002  we sold Al W. Dugan, a major shareholder, 250,000
shares  of  our  common  stock  and agreed to issue warrants to purchase 250,000
shares  of  common  stock,  for  $0.20  per  share or $50,000.  The warrants are
exercisable  at  $0.30  per  share.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBIT  NUMBER          DESCRIPTION
- ----------------          -----------

3.01 Articles  of  Incorporation  of  USAC, filed as an exhibit to USAC's Form
10-KSB for the fiscal year ended December 31, 1995 (File No.001-08675), are
incorporated  herein  by  this  reference.

3.02 Amended  and  Restated Bylaws of USAC, filed as an exhibit to amendment
No.  2  to  USAC's  Form  SB-2  Registration  Statement (Reg. No.333-45508)
are  incorporated  herein  by  this  reference.

3.03 Articles of Correction of Restated Articles of Incorporation of USAC.

3.04 Articles  of Amendment to the Articles of Incorporation of United  States
Antimony  Corporation, filed as an exhibit to USAC's Form 10-QSB for the
quarter ended September 30, 2002 (File No. 001-08675), are incorporated herein
by  this  reference.

4.01 Key  Employees  2000  Stock  Plan,  filed as an exhibit to USAC's  Form
S-8  Registration  Statement  filed  on  March  10, 2000 (File No.333-32216)
is  incorporated  herein  by  this  reference.

Documents  filed  with  USAC's  Annual  Report on Form 10-KSB for the year ended
December  31,  1995  (File  No.  001-08675),  are  incorporated  herein  by this
reference:

10.10 Yellow  Jacket  Venture  Agreement

10.11 Agreement  Between  Excel-Mineral  USAC  and  Bobby  C. Hamilton

10.12 Letter  Agreement

10.13 Columbia-Continental  Lease  Agreement  Revision

10.14 Settlement  Agreement  with  Excel  Mineral  Company

10.15 Memorandum  Agreement

10.16 Termination  Agreement

10.17 Amendment  to  Assignment  of  Lease  (Geosearch)
                              16
<PAGE>


10.18 Series B Stock Certificate to Excel-Mineral Company, Inc.

10.19 Division  Order  and  Purchase  and  Sale  Agreement

10.20 Inventory  and  Sales  Agreement

10.21 Processing  Agreement

10.22 Release  and  settlement  agreement  between  Bobby  C. Hamilton  and
United  States  Antimony  Corporation

10.23 Columbia-Continental  Lease  Agreement

10.24 Release  of  Judgment

10.25 Covenant  Not  to  Execute

10.26 Warrant  Agreements  filed as an exhibit to USAC's Annual Report on
Form 10-KSB for the year ended December 31, 1996 (File No. 001-08675),
are  incorporated  herein  by  this  reference

10.27 Letter  from EPA, Region 10 filed as an exhibit to USAC's Quarterly
Report  on Form 10-QSB for the quarter ended September 30, 1997 (File
No. 001-08675) is  incorporated  herein  by  this  reference

10.28 Warrant  Agreements  filed as an exhibit to USAC's Annual
Report  on Form 10-KSB for the year ended December 31, 1997 (File No. 001-08675)
are  incorporated  herein  by  this  reference

10.30 Answer, Counterclaim  and Third-Party Complaint filed as an exhibit to
USAC's  Quarterly  Report on Forms 10-QSB for the quarter ended September 30,
1998 (File No. 001-08675) is incorporated herein by this reference

Documents  filed  with  USAC's  Annual  Report on Form 10-KSB for the year ended
December  31,  1998  (File  No.  001-08675),  are  incorporated  herein  by this
reference:

10.31 Warrant  Issue-Al  W.  Dugan

10.32 Amendment  Agreement

Documents  filed  with  USAC's  Quarterly  Report on Form 10-QSB for the quarter
ended  March  31,  1999  (File  No.  001-08675)  are incorporated herein by this
reference:

10.33 Warrant  Issue-John  C.  Lawrence

10.34 PVS  Termination  Agreement

Documents  filed as an exhibit to USAC's Form 10-KSB for the year ended December
31,  1999  (File  No.  001-08675)  are  incorporated  herein  by this reference:

10.35 Maguire  Settlement  Agreement

10.36 Warrant  Issue-Carlos  Tejada

10.37 Warrant  Issue-Al  W.  Dugan

10.38 Memorandum  of  Understanding  with  Geosearch  Inc.

10.39 Factoring  Agreement-Systran  Financial  Services Company

10.40 Mortgage  to  John  C.  Lawrence

                                              17
<PAGE>

10.41 Warrant Issue-Al W. Dugan filed as an exhibit to USAC's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 2000 (File No. 001-08675)
is  incorporated  herein  by  this  reference

10.42 Agreement  between United States Antimony Corporation and Thomson
Kernaghan & Co., Ltd. filed as an exhibit to USAC form 10-QSB for the quarter
ended June 30, 2000 (File No. 001-08675) are incorporated herein by this
reference.

10.43 Settlement  agreement  and  release of all claims between the  Estate of
Bobby C. Hamilton and United States Antimony Corporation filed as an exhibit to
USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are
incorporated herein  by  this  reference.

10.44 Supply  Contracts with Fortune America Trading Ltd. filed
as  an exhibit to USAC form 10-QSB for the quarter ended June 30, 2000 (File No.
001-08675)  are  incorporated  herein  by  this  reference.

10.45 Amended  and Restated Agreements with Thomson Kernaghan &
Co.,  Ltd,  filed  as  an  exhibit  to  amendment  No.  3  to  USAC's  Form SB-2
Registration  Statement  (Reg.  No.  333-45508), are incorporated herein by this
reference.

10.46 Purchase  Order  from Kohler Company, filed as an exhibit
to  amendment  No.  4  to  USAC's  Form  SB-2  Registration  Statement (Reg. No.
333-45508)  are  incorporated  herein  by  this  reference.

Documents  filed  as an exhibit to USAC's Form 10-QSB for the quarter ended June
30,  2002  (File  No.  001-08675)  are  incorporated  herein  by this reference.

10.47 Bear  River  Zeolite Company Royalty Agreement, dated May 29,  2002

10.48 Grant  of  Production  Royalty,  dated  June  1,  2002

10.49 Assignment of Common Stock of Bear River Zeolite Company, dated
May  29,  2002

10.50 Agreement  to  Issue  Warrants of USA, dated May 29, 2002

10.51 Secured convertible note payable Delaware Royalty Company dated
December  22,  2003*

10.52 Convertible note payable John C. Lawrence dated December 22, 2003*

10.53 Pledge, Assignment and Security Agreement dated December 22, 2003*

10.54 Note  Purchase  Agreement  dated  December  22,  2003*

21.01 Subsidiary  of  USAC*

14.0 Code  of  Ethics*

31.1 Rule  13a-14(a)/15d-14(a)  Certifications
     Certification  of  John  C.  Lawrence*

32.1 Section  1350  Certifications
     Certification  of  John  C.  Lawrence*

44.1 CERCLA Letter from U.S. Forest Service filed as an exhibit
to USAC form 10-QSB for the quarter ended June 30, 2000 (File No. 001-08675) are
incorporated  herein  by  this  reference and filed as an exhibit to USAC's Form
10-KSB  for  the  year ended December 31, 1995 (File No. 1-8675) is incorporated
herein  by  this  reference.
______________________
*    Filed  herewith.

                                 18
<PAGE>

Reports  on  Form  8-K
Item  5.     Other  Events  -  October  10,  2003.

EXHIBIT  21.01

SUBSIDIARY  OF  REGISTRANT,  AS  OF  DECEMBER  31,  2003
Bear  River  Zeolite  Company
C/o  Box  643
Thompson  Falls,  MT  59873

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

The  Company's Board of Directors and audit committee reviews and approves audit
and  permissible non-audit services performed by DeCoria, Maichel & Teague P.S.,
as well as the fees charged by DeCoria, Maichel & Teague P.S. for such services.
In  its review of non-audit service fees and its appointment of DeCoria, Maichel
&  Teague  P.S. as the Company's independent accountants, the Board of Directors
considered whether the provision of such services is compatible with maintaining
DeCoria,  Maichel  &  Teague P.S. independence. All of the services provided and
fees  charged by DeCoria, Maichel & Teague P.S. in 2003 were pre-approved by the
Board  of  Directors  and  its  audit  committee.


AUDIT  FEES

The  aggregate  fees  billed  by DeCoria, Maichel & Teague P.S. for professional
services for the audit of the annual financial statements of the Company and the
reviews  of the financial statements included in the Company's quarterly reports
on  Form 10-QSB for 2003 and 2002 were $44,300 and $40,700, respectively, net of
expenses.

AUDIT-RELATED  FEES

There  were  no  other  fees billed by DeCoria, Maichel & Teague P.S. during the
last  two  fiscal  years for assurance and related services that were reasonably
related  to  the  performance  of the audit or review of the Company's financial
statements  and  not  reported  under  "Audit  Fees"  above.

TAX  FEES

The  aggregate fees billed by DeCoria, Maichel & Teague P.S. during the last two
fiscal  years  for  professional  services rendered by DeCoria, Maichel & Teague
P.S.  for  tax compliance for 2003 and 2002 were $2,600 and $2,335 respectively.

ALL  OTHER  FEES

There  were  no  other  fees billed by DeCoria, Maichel & Teague P.S. during the
last  two  fiscal years for products and services provided by DeCoria, Maichel &
Teague  P.S.





                                      19

<PAGE>


                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange
    Act of 1934, the Registrant has duly caused this report to be signed on its
              behalf by the undersigned, thereunto duly authorized.


                       UNITED STATES ANTIMONY CORPORATION
                                  (Registrant)


                       By:/s/ John C. Lawrence Date: April 8, 2004
                          -------------------------------
                      John C. Lawrence, President, Director
                         and Principal Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
  has been signed below by the following persons on behalf of the Registrant and
                  in the capacities and on the dates indicated.


                       By:/s/ John C. Lawrence Date: April 8, 2004
                          -------------------------------
                    John C. Lawrence, Director and President
                 (Principal Executive, Financial and Accounting
                                    Officer)


                          By:/s/ Leo Jackson Date: April 12, 2004
                               --------------------------
                              Leo Jackson, Director


                         By:/s/ Robert A. Rice Date: April 12, 2004
                            ----------------------------
                            Robert A. Rice, Director





                                 20
<PAGE>


Exhibit  31.1

                                  CERTIFICATION

I,  John  C.  Lawrence,  certify  that:

(1)  I have reviewed this annual report on Form 10-KSB of United States Antimony
Corporation.

(2)  Based on my knowledge, this report does not contain any untrue statement of
a  material  fact  or  omit  to  state  a  material  fact  necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;
(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;
(4)  I  am  responsible for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e) and 15d-15(e)) and
internal  control  over  financial  reporting  (as defined in Exchange Act Rules
13a-15(f)  and  15d-15(f))  for  the  small  business  issuer  and  have:
(a)  Designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  small  business  issuer, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;
(b)  Designed  such  internal  control  over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;
(c)  Evaluated  the  effectiveness  of  the  small  business issuer's disclosure
controls  and  procedures and presented in this report our conclusions about the
effectiveness  of  the  disclosure controls and procedures, as of the end of the
period  covered  by  this  report  based  on  such  evaluation;  and
(d)  Disclosed in this report any change in the small business issuer's internal
control  over  financial  reporting  that  occurred  during  the  small business
issuer's  most  recent fiscal quarter (the small business issuer's fourth fiscal
quarter  in  the  case  of an annual report) that has materially affected, or is
reasonably  likely  to  materially  affect, the small business issuer's internal
control  over  financial  reporting;  and
(5)  I  have  disclosed,  based on my most recent evaluation of internal control
over  financial reporting, to the small business issuer's auditors and the audit
committee  of  the  small  business  issuer's  Board  of  Directors  (or persons
performing  the  equivalent  functions):
(a)  All  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  small  business  issuer's ability to record,
process,  summarize  and  report  financial  information;  and
(b)  Any  fraud,  whether  or  not  material,  that involves management or other
employees  who  have  a significant role in the small business issuer's internal
control  over  financial  reporting.

Date: April 8, 2004
/s/  John  C.  Lawrence
John  C.  Lawrence,  President,  and  Chief  Executive  Officer

                                   21

<PAGE>

Exhibit  32.1

CERTIFICATION  PURSUANT  TO  THE  SARBANES-OXLEY  ACT
18  U.S.C.  SECTION  1350
AS  ADOPTED  PURSUANT  TO  SECTION  906
OF  THE  SARBANES-OXLEY  ACT  OF  2002

I,  John  C.  Lawrence,  director  and  president  of  United  States  Antimony
Corporation  (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section
1350,  as  adopted  pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002,
that,  to  my  knowledge:

1.     This  Annual  Report on Form 10-KSB of the Registrant for the fiscal year
ended  December  31,  2003, as filed with the Securities and Exchange Commission
(the  "report"),  fully complies with the requirements of Section 13(a) or 15(d)
of  the  Securities  Exchange  Act  of  1934;  and

2.     The  information contained in the report fairly presents, in all material
respects,  the  financial condition and results of operations of the Registrant.

Date: April 8, 2004
/s/  John  C.  Lawrence
- -----------------------
John  C.  Lawrence
President  and  Director

                                           22

<PAGE>



                                                                   DeCoria,
                                                                   Maichel
                                                                   & Teague P.S.





REPORT  OF  INDEPENDENT  ACCOUNTANTS



To  the  Board  of  Directors  and  Stockholders  of
United  States  Antimony  Corporation

We  have  audited  the accompanying consolidated balance sheets of United States
Antimony  Corporation  and  its subsidiary as of December 31, 2003 and 2002, and
the  related  consolidated  statements  of  operations, changes in stockholders'
deficit  and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial position of United States
Antimony  Corporation  and  its subsidiary as of December 31, 2003 and 2002, and
the  consolidated results of their operations and their cash flows for the years
then  ended,  in conformity with accounting principles generally accepted in the
United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial  statements,  the Company has negative working capital, an accumulated
deficit  and  total stockholders' deficit that raise substantial doubt about its
ability  to  continue  as a going concern. Management's plans in regard to these
matters  are  also  described in Note 1. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.


/s/DeCoria, Maichel & Teague P.S.

DeCoria,  Maichel  &  Teague  P.S.
Spokane,  Washington

February  13,  2004


                                     F-1

<PAGE>


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
CONSOLIDATED  BALANCE  SHEETS
December  31,  2003  and  2002

<TABLE>
<CAPTION>


<S>                                                                                     <C>            <C>
                                                                                        2003           2002
                                                      ASSETS
Current assets:
  Accounts receivable, less allowance
    for doubtful accounts of $30,000. . . . . . . . . . . . . . . . . . . . . . .  $     51,081   $    106,971
  Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       153,053        123,307
                                                                                   -------------  -------------
          Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . .       204,134        230,278

Investment in USAMSA, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .        11,913         18,625
Properties, plants and equipment, net . . . . . . . . . . . . . . . . . . . . . .       554,311        529,416
Restricted cash for bank note payable . . . . . . . . . . . . . . . . . . . . . .       105,649        102,022
Restricted cash for reclamation bonds . . . . . . . . . . . . . . . . . . . . . .        99,043         91,186
Deferred financing costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        30,000
                                                                                   -------------
          Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,005,050   $    971,527
                                                                                   =============  =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Checks issued and payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     87,927   $     53,641
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       909,696        783,799
  Accrued payroll and property taxes. . . . . . . . . . . . . . . . . . . . . . .       197,761        280,247
  Accrued payroll and other . . . . . . . . . . . . . . . . . . . . . . . . . . .        88,085         85,838
  Judgment payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        53,130         49,780
  Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .        16,645         18,663
  Payable to related parties. . . . . . . . . . . . . . . . . . . . . . . . . . .       232,111        202,625
  Stock subscriptions payable . . . . . . . . . . . . . . . . .                . . . . . . . . .        35,000
  Notes payable to bank, current. . . . . . . . . . . . . . . . . . . . . . . . .       144,391        266,284
  Accrued reclamation costs, current. . . . . . . . . . . . . . . . . . . . . . .       151,000         44,565
                                                                                   -------------  -------------
          Total current liabilities . . . . . . . . . . . . . . . . . . . . . . .     1,880,746      1,820,442

Secured convertible and convertible notes payable . . . . . . . . . . . . . . . .       350,000
Notes payable to bank, noncurrent . . . . . . . . . . . . . . . . . . . . . . . .       409,141        345,638
Accrued reclamation costs, noncurrent . . . . . . . . . . . . . . . . . . . . . .        57,500        152,050
                                                                                   -------------  -------------
          Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,697,387      2,318,130
                                                                                   -------------  -------------

Commitments and contingencies (Notes 1 and 15)

Stockholders' deficit:
  Preferred stock, $0.01 par value, 10,000,000 shares authorized:
      Series A: 4,500 shares issued and outstanding
        (liquidation preference $123,750 at December 31, 2003). . . . . . . . . .            45             45
      Series B: 750,000 shares issued and outstanding
        (liquidation preference $825,000 at December 31, 2003). . . . . . . . . .         7,500          7,500
      Series C: 177,904 shares issued and outstanding
        (liquidation preference $97,847 at December 31, 2003) . . . . . . . . . .         1,779          1,779
      Series D: 1,863,672 and 96,000 shares issued and outstanding, respectively
        (liquidation preference $4,659,180 at December 31, 2003). . . . . . . . .        18,636            960
  Common stock, $0.01 par value, 50,000,000 and 30,000,000 shares authorized;
    28,114,288 and 27,027,959 shares issued and outstanding, respectively . . . .       281,143        270,279
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . .    17,387,970     16,963,610
  Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (19,389,410)   (18,590,776)
                                                                                   -------------  -------------
          Total stockholders' deficit . . . . . . . . . . . . . . . . . . . . . .    (1,692,337)    (1,346,603)
                                                                                   -------------  -------------
          Total liabilities and stockholders' deficit . . . . . . . . . . . . . .  $  1,005,050   $    971,527
                                                                                   =============  =============
</TABLE>


                                          F-2

<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
For  the  years  ended  December  31,  2003  and  2002

<TABLE>
<CAPTION>

<S>                                        <C>           <C>
                                                  2003          2002

Revenues:
  Sales of antimony products and other. .  $ 2,742,419   $ 3,274,007
  Sales of zeolite products . . . . . . .      479,331       199,890
                                           ------------  ------------
                                             3,221,750     3,473,897
                                           ------------  ------------

Cost of sales (exclusive of depreciation, as separately stated):
  Cost of antimony production . . . . . .    2,140,714     2,541,657
  Antimony depreciation . . . . . . . . .       41,288        42,991
  Antimony freight and delivery . . . . .      262,356       331,439
  Cost of zeolite production. . . . . . .      447,772       242,961
  Zeolite depreciation. . . . . . . . . .       55,254        41,071
  Zeolite freight and delivery. . . . . .       81,625        22,429
                                           ------------  ------------
                                             3,029,009     3,222,548
                                           ------------  ------------

Gross profit. . . . . . . . . . . . . . .      192,741       251,349
                                           ------------  ------------

Other operating expenses:
  Yankee Fork Mill site reclamation . . .       27,397        22,068
  Antimony general and administrative . .      434,563       327,936
  Antimony sales expenses . . . . . . . .       67,818        80,397
  Zeolite general and administrative. . .      212,689        86,658
  Zeolite sales expenses. . . . . . . . .       70,589        62,654
                                           ------------  ------------
                                               813,056       579,713
                                           ------------  ------------
Other (income) expense:
  Interest expense. . . . . . . . . . . .       82,855        80,462
  USAMSA impairment adjustment. . . . . .                     60,526
  Factoring expense . . . . . . . . . . .      106,175        94,765
  Interest income and other . . . . . . .      (10,711)       (3,728)
  Zeolite royalty sale. . . . . . . . . .                   (200,000)
                                           ------------  -----------
                                               178,319        32,025
                                           ------------  ------------

Net loss. . . . . . . . . . . . . . . . .  $  (798,634)  $  (360,389)
                                           ============  ============

Net loss per share of common stock. . . .  $     (0.03)  $     (0.01)
                                           ============  ============

Basic weighted average shares outstanding   27,175,607    26,907,102
                                           ============  ============

</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                       F-3

<PAGE>

<TABLE>
<CAPTION>
UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  DEFICIT
For  the  years  ended  December  31,  2003  and  2002



                                              TOTAL
                                        PREFERRED STOCK         COMMON STOCK       ADDITIONAL PAID    ACCUMULATED
                                        SHARES    AMOUNT     SHARES      AMOUNT       IN CAPITAL        DEFICIT        TOTAL
                                       ---------  -------  -----------  ---------  ----------------  -------------  ------------
<S>                                    <C>        <C>      <C>          <C>        <C>               <C>            <C>

Balances, December 31, 2001              932,404  $ 9,324  26,156,959   $261,569   $     16,791,610  $(18,230,387)  $(1,167,884)

Issuance of common stock
 and warrants for cash                                        871,000      8,710            163,360                     172,070

Issuance of Series D preferred stock
 to directors for services                96,000      960                                     8,640                       9,600

Net loss                                                                                                 (360,389)     (360,389)
                                      ----------  -------   ---------   ---------       -----------  -------------  ------------

Balances, December 31, 2002            1,028,404   10,284  27,027,959    270,279         16,963,610   (18,590,776)   (1,346,603)

Issuance of common stock
 and warrants for cash                                      2,300,001     23,000            322,000                     345,000

Issuance of common stock
 and warrants for common stock
 subscriptions payable                                        175,000      1,750             33,250                      35,000

Issuance of Series D preferred stock
 to directors and others for services    379,000    3,790                                    39,110                      42,900

Common stock warrants issued
 with secured convertible and
 convertible notes payable                                                                   30,000                      30,000

Common stock cancelled
 and re-issued as Series D
 preferred stock                       1,388,672   13,886  (1,388,672)   (13,886)

Net loss                                                                                                 (798,634)     (798,634)
                                      ----------  -------   ---------   ---------       -----------  -------------  ------------
Balances, December 31, 2003            2,796,076  $27,960  28,114,288   $281,143   $     17,387,970  $(19,389,410)  $(1,692,337)
                                       =========  =======  ===========  =========  ================  =============  ============
</TABLE>


     The accompanying notes are an integral part of these financial statements.
                                          F-4
<PAGE>



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
For  the  years  ended  December  31,  2003  and  2002
<TABLE>
<CAPTION>


<S>                                                             <C>         <C>
                                                                     2003        2002

Cash flows from operating activities:
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . .  $(798,634)  $(360,389)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
      Depreciation and amortization. . . . . . . . . . . . . .     96,542      97,084
      Series D preferred stock issued to directors and officer     22,800       9,600
      Series D preferred stock issued for legal services . . .     20,100
      USAMSA impairment adjustment . . . . . . . . . . . . . .                 60,526
      Loss from unconsolidated investment. . . . . . . . . . .      6,712       3,200
      Change in:
        Accounts receivable. . . . . . . . . . . . . . . . . .     55,890      (1,887)
        Inventories. . . . . . . . . . . . . . . . . . . . . .    (29,746)      2,768
        Restricted cash for bank note payable. . . . . . . . .     (3,627)    (98,219)
        Restricted cash for reclamation bonds. . . . . . . . .     (7,857)     (3,636)
        Accounts payable . . . . . . . . . . . . . . . . . . .    125,897     159,212
        Accrued payroll and property taxes . . . . . . . . . .    (82,486)     23,927
        Accrued payroll and other. . . . . . . . . . . . . . .      2,247       3,048
        Judgment payable . . . . . . . . . . . . . . . . . . .      3,350       3,257
        Accrued interest payable . . . . . . . . . . . . . . .     (2,018)      4,023
        Payable to related parties . . . . . . . . . . . . . .    129,486      81,543
        Accrued reclamation costs. . . . . . . . . . . . . . .     11,885     (28,548)
                                                                ----------  ----------
          Net cash used by operating activities. . . . . . . .   (449,459)    (44,491)
                                                                ----------  ----------

Cash flows from investing activities:
  Purchase of properties, plants and equipment . . . . . . . .   (121,437)   (305,745)
                                                                ----------  ----------
          Net cash used by investing activities. . . . . . . .   (121,437)   (305,745)
                                                                ----------  ----------

Cash flows from financing activities:
  Proceeds from sale of common stock and warrants. . . . . . .    345,000     172,070
  Proceeds from issuance of common stock subscriptions payable                 35,000
  Principal payments on notes payable to bank, net . . . . . .    (58,390)
  Proceeds from notes payable to bank, net . . . . . . . . . .                150,646
  Proceeds from secured convertible note payable . . . . . . .    250,000
  Change in checks issued and payable. . . . . . . . . . . . .     34,286      (7,480)
                                                                ----------  ----------
          Net cash provided by financing activities. . . . . .    570,896     350,236
                                                                ----------  ----------
Net decrease in cash . . . . . . . . . . . . . . . . . . . . .          0           0
Cash, beginning of year. . . . . . . . . . . . . . . . . . . .          0           0
                                                                ----------  ----------
Cash, end of year. . . . . . . . . . . . . . . . . . . . . . .  $       0   $       0
                                                                ==========  ==========

Supplemental disclosures:
  Cash paid during the year for interest . . . . . . . . . . .  $  73,727   $  62,599
                                                                ==========  ==========

  Noncash financing activities:
    Common stock warrants issued with secured convertible
      and convertible notes payable. . . . . . . . . . . . . .  $  30,000
                                                                ==========
    Common stock and warrants issued for common stock
      subscriptions payable. . . . . . . . . . . . . . . . . .  $  35,000
                                                                ==========
    Conversion of payable to related parties to convertible
      note payable . . . . . . . . . . . . . . . . . . . . . .  $ 100,000
                                                                ==========
    Common stock cancelled and re-issued as Series D
      preferred stock. . . . . . . . . . . . . . . . . . . . .  $  13,866
                                                                ==========

</TABLE>
                                       F-5
<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

1.  BACKGROUND  OF  COMPANY  AND  BASIS  OF  PRESENTATION

AGAU  Mines,  Inc., predecessor of United States Antimony Corporation ("USAC" or
"the  Company"), was incorporated in June 1968 as a Delaware corporation to mine
gold  and  silver.  USAC was incorporated in Montana in January 1970 to mine and
produce  antimony products. In June 1973, AGAU Mines, Inc. was merged into USAC.
In  December  1983, the Company suspended its antimony mining operations when it
became  possible  to  purchase  antimony  raw  materials  more economically from
foreign  sources.  The principal business of the Company has been the production
and  sale  of  antimony  products.

During  2000,  the  Company  formed  a  75% owned subsidiary, Bear River Zeolite
Company  ("BRZ"), to mine and market zeolite and zeolite products from a mineral
deposit  in  southeastern Idaho.  In 2001, an operating plant was constructed at
the  zeolite  site and zeolite production and sales commenced.  During 2002, the
Company  acquired  the  remaining  25%  of BRZ and continued to produce and sell
zeolite  products.

The  financial  statements  have  been  prepared on a going concern basis, which
assumes  realization  of  assets  and  liquidation  of liabilities in the normal
course  of  business.  At  December  31,  2003, the Company had negative working
capital  of approximately $1.68 million, an accumulated deficit of approximately
$19.4  million, and a total stockholders' deficit of approximately $1.7 million.
Additionally,  the  Company  is  delinquent  on  the  payment of several current
liabilities  including  payroll  and  property  taxes  totaling  approximately
$138,000,  accounts  payable  totaling  approximately  $600,000  including
approximately  $240,000 payable to law firms, a judgment payable to the Internal
Revenue  Service  totaling  approximately  $53,000, and accrued interest payable
totaling  approximately  $17,000.  These  factors,  among  others, indicate that
there is substantial doubt that the Company will be able to meet its obligations
and  continue  in  existence as a going concern. The financial statements do not
include  any  adjustments  that may be necessary should the Company be unable to
continue  as  a  going  concern.

To  improve  the  Company's financial condition, the following actions have been
initiated  or  taken  by  management:

- -During  2003 and 2002, the Company made progress in developing its zeolite
product  capabilities,  and broadened its zeolite product line.  The Company has
been  developing  a  sales  and  marketing  force  and  attracting  new  zeolite
customers.

- -During  the  fourth  quarter of 2003, the Company negotiated the sale of a
$250,000  secured  convertible  note  payable to a company controlled by a major
shareholder  of  the  Company.  In  addition,  the  Company  was able to convert
$100,000  of  current  debt  owed  to the Company's president into a longer term
convertible  note  payable.

- -During  2003,  the  Company  sold  an aggregate of 2,300,001 shares of its
unregistered  common  stock  and warrants for $345,000; during 2002, the Company
sold  an  aggregate  of  871,000  shares  of  its  unregistered common stock and
warrants  for cash of $172,070. The Company will mostly likely continue to offer
its  stock  for  sale  to  finance  its  activities, there can be no assurances,
however,  the  Company  will  be  successful  in  selling  its  stock.

- -The  Company  has  curtailed  certain  labor  and  overhead  costs  and is
considering  the sale of certain of its land holdings in Sanders County, Montana
in  an  effort  to  provide  more  operating  capital.

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the  reporting period. Actual results could differ from those estimates.

                                   F-6

<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

2.     CONCENTRATIONS  OF  RISK

The  Company  purchases  most  of the raw antimony used in the production of its
finished antimony products from Chinese producers through metal brokers.  If the
supply  of  antimony  from  China  is reduced, it is possible that the Company's
antimony  product operations could be adversely affected. During the years ended
December 31, 2003 and 2002, 56% and 40%, respectively, of the Company's antimony
revenues  were  generated by sales to one customer.  Subsequent to year-end, the
Company  terminated  a  sales  agreement  with its largest customer.  Management
expects  gross  sales  to  decrease  in  the  short-term,  but gross profit from
remaining  and  future  sales to increase overall.  The ultimate outcome of this
event  is  still  uncertain,  however.

During  2003,  18%  and  14%  of  the  Company's revenues generated from zeolite
product  sales  were  to  one  of two individual customers, respectively. During
2002, 55% of the Company's revenues generated from zeolite product sales were to
an  individual  customer.  The  loss  of  the  Company's  "key"  customers could
adversely  affect  its  business.

The Company's products are sold principally in the United States and, to a
lesser extent, Canada.

The  Company's  revenues  from  antimony  sales are strongly influenced by world
prices  for  such  commodities,  which  fluctuate  and  are affected by numerous
factors  beyond  the Company's control, including inflation and worldwide forces
of  supply  and demand. The aggregate effect of these factors is not possible to
predict  accurately.

Many  of  the  Company's competitors in the antimony industry have substantially
more  capital  resources  and  market  share  than  the  Company. Therefore, the
Company's  ability to maintain its market share can be significantly affected by
factors  outside  of  the  Company's  control.

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation
- -----------------------------

The  Company's  consolidated  financial  statements include the accounts of Bear
River  Zeolite  Company,  a  wholly owned subsidiary.  Intercompany balances and
transactions  are  eliminated  in  consolidation.  The  Company accounts for its
investment  interest  in  its  50%  owned  foreign entity, USAMSA, by the equity
method.

Restricted  Cash
- ----------------

Restricted  cash  consists  primarily  of  cash  held  for payment of delinquent
payroll  taxes,  reclamation  performance  bonds,  and  security for a bank note
payable.  Restricted  cash  held for reclamation and as security for a bank note
payable  are  held  as  certificates  of  deposit  with  reputable  financial
institutions.

Deferred  Financing  Costs
- --------------------------

Deferred  financing  costs  relating  to  secured  convertible notes payable are
amortized  over  the  terms  of  the  notes  payable.

                                       F-7

<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

Reclassifications
- -----------------

Certain  reclassifications  have  been  made to the 2002 financial statements in
order  to  conform  to  the  2003 presentation.  These reclassifications have no
effect  on  net  loss,  total  assets  or  stockholders'  deficit  as previously
reported.

Inventories
- -----------

Inventories  at  December  31,  2003  and  2002, primarily consisted of antimony
finished  products, antimony metal and zeolite finished products that are stated
at  the  lower  of  first-in,  first-out cost or estimated net realizable value.
Since the Company's antimony inventory is a commodity with a sales value that is
subject  to  world  prices for antimony that are beyond the Company's control, a
significant  change  in  the  world  market  price  of  antimony  could  have  a
significant  effect  on  the  net  realizable  value  of  inventories.

Properties, Plants and  Equipment
- -----------------------------------

Production facilities and equipment are stated at the lower of cost or estimated
net  realizable  value  and  are depreciated using the straight-line method over
their  estimated  useful  lives  (five  to  fifteen  years). Vehicles and office
equipment  are stated at cost and are depreciated using the straight-line method
over  estimated useful lives of three to five years. Maintenance and repairs are
charged  to  operations  as  incurred.  Betterments  of  a  major  nature  are
capitalized.  When assets are retired or sold, the costs and related accumulated
depreciation  are eliminated from the accounts and any resulting gain or loss is
reflected  in  operations.

The  Company  has  adopted  the  provisions of Statement of Financial Accounting
Standards  No. 144, ("SFAS No. 144"), "Accounting for the Impairment or Disposal
of Long-Lived Assets." The provisions of SFAS No. 144 require that an impairment
loss  be  recognized  when  the  estimated  future  cash flows (undiscounted and
without  interest) expected to result from the use of an asset are less than the
carrying  amount of the asset. Measurement of an impairment loss is based on the
estimated  fair value of the asset if the asset is expected to be held and used.

Management  of the Company periodically reviews the net carrying value of all of
its  properties  on a property-by-property basis. These reviews consider the net
realizable value of each property to determine whether a permanent impairment in
value  has  occurred  and  the  need  for  any  asset  write-down.

Although  management  has  made its best estimate of the factors that affect net
realizable  value  based  on  current conditions, it is reasonably possible that
changes  could  occur in the near term which could adversely affect management's
estimate  of  net  cash  flows  expected  to  be  generated from its assets, and
necessitate  asset  impairment  write-downs.

Income  Taxes
- -------------

The  Company records deferred income tax liabilities and assets for the expected
future  income  tax  consequences  of  events  that  have been recognized in its
financial  statements. Deferred income tax liabilities and assets are determined
based  on  the  temporary  differences  between the financial statement carrying
amounts  and  the tax bases of assets and liabilities using enacted tax rates in
effect  in the years in which the temporary differences are expected to reverse.

                                 F-8
<PAGE>


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

Reclamation  and  Remediation
- -----------------------------

All  of  the  Company's mining operations are subject to reclamation and closure
requirements.  Minimum  standards  for mine reclamation have been established by
various  governmental  agencies.  Costs  are  estimated  based  primarily  upon
environmental and regulatory requirements and are accrued and charged to expense
over  the  expected economic life of the operation using the units-of-production
method.  The  liability  for  reclamation is classified as current or noncurrent
based  on  the  expected  timing  of  expenditures.

The  Company accrues costs associated with environmental remediation obligations
when  it  is  probable  that such costs will be incurred and they are reasonably
estimable.  Costs  of  future expenditures for environmental remediation are not
discounted  to their present value. Such costs are based on management's current
estimate  of  amounts that are expected to be incurred when the remediation work
is  performed  within  current  laws and regulations. The Company has restricted
cash  balances  that have been provided to ensure performance of its reclamation
obligations.

It is reasonably possible that due to uncertainties associated with defining the
nature  and  extent  of  environmental  contamination,  application  of laws and
regulations  by  regulatory  authorities, and changes in remediation technology,
the ultimate cost of remediation and reclamation could change in the future. The
Company  continually  reviews  its  accrued liabilities for such remediation and
reclamation  costs as evidence becomes available indicating that its remediation
and  reclamation  liability  has  changed.

Revenue  Recognition
- --------------------

Sales  of antimony and zeolite products are recorded upon shipment and when
title  passes  to  the  customer. The  Company's  sales  agreements  provide
for  no  product  returns  or allowances.

Income  (Loss)  Per  Common  Share
- ----------------------------------

The  Company  accounts  for  its  income  (loss)  per  common share according to
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
No.  128").  Under  the  provisions  of  SFAS No. 128, primary and fully diluted
earnings  per  share  are  replaced  with  basic and diluted earnings per share.
Basic  earnings  per share is calculated by dividing net income (loss) available
to  common  stockholders  by  the  weighted  average  number  of  common  shares
outstanding,  and does not include the impact of any potentially dilutive common
stock equivalents.  Common stock equivalents, including warrants to purchase the
Company's  common  stock  and common stock issuable upon the conversion of notes
payable,  are  excluded from the calculations when their effect is antidilutive.

Stock-Based  Compensation
- -------------------------

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS  No. 123"), as amended by SFAS No. 148, requires companies
to  recognize  stock-based expense based on the estimated fair value of employee
stock  options.  Alternatively,  SFAS  No.  123  allows  companies to retain the
current  approach  set  forth in APB Opinion 25, "Accounting for Stock Issued to
Employees," provided that expanded footnote disclosure is presented. The Company
has not adopted the fair value method of accounting for stock-based compensation
under  SFAS  No.  123,  but  provides  the  pro  forma  disclosure required when
appropriate.

                                    F-9


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

New  Accounting  Pronouncements
- -------------------------------

In  April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Statements No.
4,  44,  and  64,  Amendment  of  SFAS  No. 13, and Technical Corrections." This
statement  culminates  the  current  requirements  that gains and losses on debt
extinguishment  must  be  classified  as  extraordinary  items  in  the  income
statement.  Instead,  such  gains and losses will be classified as extraordinary
items  only  if they are deemed to be unusual and infrequent, in accordance with
the  current  GAAP criteria for extraordinary classifications. In addition, SFAS
No.  145  eliminates  an  inconsistency  in  lease  accounting by requiring that
modifications  of  capital  leases  that result in reclassification as operating
leases  be  accounted  for consistent with sales-leaseback accounting rules. The
statement  also  contains  other  nonsubstantive  corrections  to  authoritative
accounting literature. The rescission of SFAS No. 4 is effective in fiscal years
beginning  after  May  15, 2002. The amendment and technical corrections of SFAS
No.  13  are  effective for transactions occurring after May 15, 2002. All other
provisions  of  SFAS No. 145 are effective for financial statements issued on or
after  May  15,  2002.  SFAS  No.  145  has no impact on the Company's financial
statements.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities," which addresses accounting for restructuring
and  similar  costs.  SFAS  No.  146  supersedes  previous  accounting guidance,
principally  Emerging  Issues  Task  Force Issue No. 94-3. SFAS No. 146 requires
that  the  liability  for  costs associated with an exit or disposal activity be
recognized  when  the  liability is incurred. SFAS No. 146 also establishes that
the  liability  should  initially  be  measured  and  recorded  at  fair  value.
Accordingly  SFAS  No.  146  may  affect  the  timing  of  recognizing  future
restructuring costs as well as the amount recognized. The provisions of SFAS 146
are  effective for exit or disposal activities that are initiated after December
31,  2002.  SFAS  No.  146  has no impact on the Company's financial statements.

In August 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain Financial
Institutions."  SFAS No. 147 removes acquisitions of financial institutions from
the  scope of SFAS No. 72 and FASB Interpretation No. 9, and requires that those
transactions  be accounted for in accordance with SFAS No. 141 and SFAS No. 142.
In addition, SFAS No. 147 amends SFAS No. 144, to include in its scope long-term
customer-relationship  intangible  assets  of  financial  institutions.  The
provisions  of  SFAS  No. 147 are generally effective October 1, 2002.  SFAS No.
147  has  no  impact  on  the  Company's  financial  statements.

In  November  2002,  the  FASB  issued  FASB Interpretation No. 45, "Guarantor's
Accounting  for  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness of Others, an interpretation of FASB Statements No.
5,  57  and  107  and  rescission  of  FASB Interpretation No. 34, Disclosure of
Indirect  Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 clarifies the
requirements  for  a  guarantor's  accounting  for  and  disclosure  of  certain
guarantees issued and outstanding. It also requires a guarantor to recognize, at
the  inception  of a guarantee, a liability for the fair value of the obligation
undertaken  in  issuing  the  guarantee.  This  interpretation also incorporates
without  reconsideration  the  guidance  in FASB Interpretation No. 34, which is
being superseded. The adoption of FIN 45 has no material effect on the Company's
financial  statements.

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF  00-21,  "Revenue  Arrangements with Multiple Deliverables," related to the
timing  of  revenue  recognition  for arrangements in which goods or services or
both  are delivered separately in a bundled sales arrangement. The EITF requires
that  when  the  deliverables  included in this type of arrangement meet certain
criteria  they  should  be  accounted  for  separately  as  separate  units  of
accounting.  This  consensus is effective prospectively for arrangements entered
into  in  fiscal periods beginning after June 15, 2003. EITF 00-21 will not have
an impact upon initial adoption and is not expected to have a material impact on
the  Company's  results  of  operations,  financial  position  and  cash  flows.

                                   F-10
<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

3.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED:

New  Accounting  Pronouncements,  Continued:
- --------------------------------------------

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation,  Transition  and  Disclosure,  an  amendment of FASB Statement No.
123." SFAS No. 148 provides alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee  compensation. It also amends the disclosure provisions of SFAS No. 123
to  require  prominent disclosure about the effects of reported net income of an
entity's  accounting  policy  decisions  with  respect  to  stock-based employee
compensation.  Finally,  this  Statement  amends  APB  Opinion  No.  28, Interim
Financial  Reporting,  to  require  disclosure  about  those  effects in interim
financial  information.  The  amendments  to  SFAS  No.  123,  which  provides
alternative  methods of transition for an entity that voluntarily changes to the
fair  value  based method of accounting for stock-based employee compensation is
effective  for  financial  statements for fiscal years ending after December 15,
2002. The amendment to SFAS No. 123 relating to disclosures and the amendment to
Opinion  28  is  effective  for financial reports containing condensed financial
statements  for  interim  periods  beginning after December 15, 2002. Management
does  not  intend  to adopt the fair value accounting provisions of SFAS No. 123
and  currently  believes  that  the  adoption  of  SFAS  No. 148 will not have a
material  impact  on  the  Company's  financial  statements.

In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities."  This  standard  amends  and
clarifies  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts, and hedging activities under
SFAS  No.  133,  "Accounting for Derivative Instruments and Hedging Activities."
This statement is effective prospectively for contracts entered into or modified
after  June  30,  2003,  and for hedging relationships designated after June 30,
2003.  SFAS  No.  149  will  not have an impact upon initial adoption and is not
expected  to  have  a  material  effect  on the Company's results of operations,
financial  position  and  cash  flows.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity." SFAS No. 150
establishes  standards  for  the  classification  and  measurement  of  certain
financial  instruments  with characteristics of both liabilities and equity. The
requirements of SFAS No. 150 were initially required to become effective for the
Company  for  financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at  the  beginning  of  the  first interim period
beginning  after  June  15,  2003.  On November 7, 2003, the FASB issued FAS No.
150-3,  deferring the effectiveness of SFAS No. 150 under certain circumstances.
The  Company has evaluated the impact of SFAS No. 150 to determine the effect it
may  have on its results of operations, financial position or cash flows and has
concluded that the adoption of this statement is not expected to have a material
effect  on  the  Company's  financial  position  or  results  of  operations.

4.     SALES  OF  ACCOUNTS  RECEIVABLE

The Company sells its accounts receivable to a financing company pursuant to the
terms  of  a  factoring agreement.  According to the terms of the agreement, the
receivables  are  sold  with  full recourse and the Company assumes all risks of
collectibility.  Accordingly,  the  Company's  allowance  for  doubtful accounts
receivable  is  based upon the expected collectibility of all trade receivables.
The  performance  of  all  obligations  and payments to the factoring company is
personally  guaranteed  by  John  C.  Lawrence,  the  Company's  president and a
director.  As  consideration for Mr. Lawrence's guarantee, the Company granted a
mortgaged security interest to Mr. Lawrence collateralized by the Company's real
and  personal  property.

                                        F-11
<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

4.     SALES  OF  ACCOUNTS  RECEIVABLE,  CONTINUED:

The  factoring  agreement requires that the Company pay a financing fee equal to
2%  of  the face amount of receivables sold.  Financing fees paid by the Company
during  the years ended December 31, 2003 and 2002 totaled $106,175 and $94,765,
respectively.  For  the  years  ended  December  31, 2003 and 2002, net accounts
receivable  of  approximately  $3.2 million and $3.3 million, respectively, were
sold  under  the agreement.  Proceeds from the sales were used to fund inventory
purchases  and operating expenses.  The agreement is for a term of one year with
automatic  renewal  for  additional  one-year  terms.  The  Company's  sales  of
accounts  receivable  qualify  as  sales  under  the  provisions of Statement of
Financial  Accounting Standards No. 140, "Accounting for Transfers and Servicing
of  Financial  Assets  and Extinguishments of Liabilities, a Replacement of FASB
Statement  125."

5.     INVENTORIES

The  major components of the Company's inventories at December 31, 2003 and
2002,  were  as  follows:

<TABLE>
<CAPTION>


<S>                  <C>       <C>

                         2003      2002

  Antimony Metal. .  $ 31,824  $  7,406
  Antimony Oxide. .    71,680    93,456
  Sodium Antimonate       218     2,388
  Zeolite . . . . .    49,331    20,057
                     --------  --------
                     $153,053  $123,307
                     ========  ========
</TABLE>

At  December  31,  2003 and 2002, antimony metal consisted principally of recast
metal  from antimony-based compounds and metal purchased from foreign suppliers,
respectively.  Antimony oxide inventory consisted of finished product oxide held
at  the  Company's  plant  or  in  independent  warehouses throughout the United
States.  Sodium  antimonite  inventory consisted of dry finished product and wet
raw materials, the majority of which were stored at the Company's antimony plant
near  Thompson  Falls,  Montana.  The  Company's  zeolite  inventory consists of
salable  zeolite  material  held  at BRZ's Idaho mining and production facility.

6.     PROPERTIES,  PLANTS  AND  EQUIPMENT

The  major  components  of  the  Company's  properties,  plants and equipment at
December  31,  2003  and  2002  were  as  follows:
<TABLE>
<CAPTION>


<S>                                          <C>         <C>
                                                   2003        2002

  Mining equipment (1). . . . . . . . . . .  $  945,137  $  945,137
  Chemical processing and office buildings.     168,211     144,727
  Chemical processing equipment . . . . . .     923,591     921,065
  BRZ plant . . . . . . . . . . . . . . . .     522,057     426,630
  Other . . . . . . . . . . . . . . . . . .     151,268     151,268
                                             ----------  ----------
                                              2,710,264   2,588,827
  Less accumulated depreciation . . . . . .   2,155,953   2,059,411
                                             ----------  ----------
                                             $  554,311  $  529,416
                                             ==========  ==========
</TABLE>

     (1)     Substantially  all  of  the  Company's  mining  equipment  is fully
depreciated.  At  December  31, 2003 and 2002, mining equipment with an original
cost  of  approximately  $670,000,  was  in  use  at  BRZ.
                                   F-12
<PAGE>


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

7.     INVESTMENT  IN  USAMSA

The  Company has a 50% investment in United States Antimony, Mexico S.A. de C.V.
("USAMSA").  The  Company  accounts  for  its investment in USAMSA by the equity
method  and  translates  the  foreign currency financial statements of USAMSA in
accordance with the requirements of SFAS No. 52, "Foreign Currency Translation."
Assets  and  liabilities  are  translated  at  current  exchange  rates, related
revenues  and expenses are translated at average exchange rates in effect during
the  period,  and  the  effects  of  exchange  rate  changes  are  reflected  in
stockholders'  equity.  Unaudited  condensed financial information for USAMSA at
December  31,  2003  and  2002,  and  the  years  then  ended,  is  as  follows:
<TABLE>
<CAPTION>


<S>                                             <C>      <C>
                                                   2003     2002
    ASSETS
  Current assets . . . . . . . . . . . . . . .  $15,286  $16,292
  Noncurrent assets. . . . . . . . . . . . . .   68,588   73,102
                                                -------  -------
    Total assets . . . . . . . . . . . . . . .  $83,874  $89,394
                                                =======  =======

    LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities. . . . . . . . . . . . .  $60,048  $52,144
  Stockholders' equity . . . . . . . . . . . .   23,826   37,250
                                                -------  -------
    Total liabilities and stockholders' equity  $83,874  $89,394
                                                =======  =======

                                                   2003     2002
  RESULTS OF OPERATIONS

    Expenses:
      Administrative and other costs . . . . .  $11,124  $ 6,401
                                                -------  -------
      Net loss . . . . . . . . . . . . . . . .  $11,124  $ 6,401
                                                =======  =======
</TABLE>



USAMSA  was  idle during 2003 and 2002 due to unstable antimony metal prices and
the  absence of sufficient operating capital.  During 2002, the Company adjusted
the carrying value of its investment in USAMSA to equal 50% of USAMSA's net book
value.  Leo  Jackson,  a  director  and stockholder of the Company owns 31.4% of
Production Minerals, Inc., which has an indirect interest of 25% in the stock of
USAMSA.

8.     JUDGMENT  PAYABLE

At  December  31,  2003  and  2002,  the  Company  owed  $53,130  and  $49,780,
respectively,  to  the  Internal  Revenue  Service, in connection with a default
judgment  in  a  bankruptcy  proceeding.

The  default  judgment  was originally entered against the Company by the United
States  Bankruptcy  Court  in 1992 in favor of the bankruptcy estate of a former
legal  counsel  of  the Company. In 1998, the Trustee of the estate assigned the
interest  in the judgment to the Internal Revenue Service.  The judgment accrues
interest  at  the  Federal  Judgment  Interest  Rate,  and  is  due  in  monthly
installments  of  $3,000.  During 2003 and 2002, the Company made no payments on
this  judgment  payable.


                                  F-13
<PAGE>



UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

9.     DUE  TO  RELATED  PARTIES

Amounts  due  to  related  parties at December 31, 2003 and 2002 were as follows
(see  Note  15):
<TABLE>
<CAPTION>


<S>                                                                                          <C>         <C>
                                                                                                  2003       2002
  Entity owned by John C. Lawrence, president and director. . . . . . . . . . . . . . . . .  $   7,368   $  8,824
  John C. Lawrence, president and director(1) . . . . . . . . . . . . . . . . . . . . . . .    224,743    193,801
                                                                                             ----------  --------
                                                                                             $ 232,111   $202,625
                                                                                             ==========  ========

  Transactions affecting the payable to Mr. Lawrence during 2003 and 2002 were as follows:

                                                                                                  2003       2002
  Balance, beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 193,801   $116,361
  Equipment rental charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     52,125     56,481
  Advances, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     78,817     20,959
  Conversion to convertible note payable(2) . . . . . . . . . . . . . . . . . . . . . . . .   (100,000)
                                                                                             ----------  --------
  Balance, end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 224,743   $193,801
                                                                                             ==========  ========
</TABLE>


(1)  Includes  accrued  interest at 10% per annum of $21,484 and $13,688 for the
years  ended  December  31,  2003  and  2002,  respectively.

(2)  See  Note  11.

10.     NOTES  PAYABLE  TO  BANK

Notes  payable  to  First  State  Bank  of Thompson Falls, Montana ("First State
Bank")  at  December  31,  2003,  were  as  follows:
<TABLE>
<CAPTION>


<S>                                                                               <C>
Term note payable, bearing interest at 9.0% through September 2008, then
  prime plus 2% through maturity; payable in monthly installments
  of $5,648; maturing September 2013                                        $  438,612

Note payable under $150,000 revolving line-of-credit, bearing interest
  at 6.0%; outstanding principal and accrued interest due June 2004. .          65,170

Note payable under $50,000 revolving line-of-credit, bearing interest
  at 9.5%; outstanding principal and accrued interest due April 2004 .          49,750
                                                                            -----------
                                                                               553,532
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . .        (144,391)
                                                                            -----------
Noncurrent portion . . . . . . . . . . . . . . . . . . . . . . . . . .     $   409,141
                                                                           ============
</TABLE>


At  December  31, 2003, principal payments on the notes payable to bank are
due  as  follows:

<TABLE>
<CAPTION>


<S>                <C>
                   YEAR ENDING
                   DECEMBER 31,
                   -------------
2004. . . . . . .  $     144,391
2005. . . . . . .         32,236
2006. . . . . . .         35,260
2007. . . . . . .         38,567
2008. . . . . . .         42,185
      Thereafter.        260,893
                   -------------
                         553,532
                   =============
</TABLE>

                              F-14
<PAGE>


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

10.     NOTES  PAYABLE  TO  BANK,  CONTINUED:

Each  of  the  notes  payable  described  above  is  collateralized  by accounts
receivable,  inventory,  certain  equipment,  patented  and unpatented claims in
Sanders  County,  Montana and are personally guaranteed by John C. Lawrence, the
Company's president and a director.  The note payable under a $150,000 revolving
line-of-credit  is  also  collateralized by a certificate of deposit.  The notes
also  contain  certain  restrictive  covenants,  including  paying  payroll  and
property  taxes,  as they are due.  At December 31, 2003, the Company was not in
compliance  with  certain  of  the covenants.  The Company has obtained a waiver
from First State Bank relating to these covenants, which applies at December 31,
2003  and  through  December  31,  2004.

11.     SECURED  CONVERTIBLE  AND  CONVERTIBLE  NOTES  PAYABLE

Security  Agreement  and  Secured  Convertible  Note  Payable
- -------------------------------------------------------------

On  December  22, 2003, the Company and its wholly-owned subsidiary BRZ, entered
into  a  Pledge,  Assignment,  and  Security  Agreement  ("the  Agreement") with
Delaware Royalty Company, Inc. ("Delaware"), a company controlled by Al Dugan, a
major  shareholder  of  the  Company.  The  Agreement was in connection with the
purchase of a $250,000 Secured Convertible Note Payable ("the Secured Note"), by
Delaware  from  the  Company.  The  Agreement  granted Delaware a first-priority
security interest in all of the issued and outstanding stock of BRZ in the event
the  Company is unable to complete payment and performance under the obligations
associated  with  the  Secured  Note.

The  Secured  Note  accrues  interest  at  10%  per  annum with interest payable
quarterly,  beginning  March  31,  2004,  and  is convertible into shares of the
Company's  common  stock  at  an  initial conversion price of $0.20 per share up
until  30  days prior to repayment of the Secured Note. In the event the Company
issues  shares  of  its common stock for a consideration per share less than the
initial  conversion  price,  the  initial  conversion  price is reduced to a new
conversion  price  equal  to the consideration per share received by the Company
for  the  additional  shares  of  common stock then issued so that the number of
shares  issuable  to  the  holder  of  the  Secured  Note  upon  conversion  is
proportionately  increased.  In the case of shares issued without consideration,
the initial conversion price shall be reduced in an amount so as to maintain for
the  holder  of the Secured Note the right to convert the note into shares equal
in  amount to the same percentage interest in the common stock of the Company as
existed  immediately  preceding the date the additional common stock was issued.
The  Secured  Note  is  subject to certain covenants, which include, among other
things,  payment of the principal and accrued interest according to the terms of
the  note,  and  the use of proceeds for the payment of accounts payable and the
purchase  of  inventory  and  mining  equipment.  The  Secured  Note  matures on
December  22,  2007, unless otherwise converted.  At December 31, 2003, $250,000
of  principal  was  outstanding  and  due  on  the  note.

Convertible  Note  Payable
- --------------------------

On  December  22, 2003, John C. Lawrence the Company's president and a director,
agreed to convert $100,000 of related party debt due him into a Convertible Note
Payable  ("the Convertible Note"). The Convertible Note contains essentially the
same  attributes  and privileges that the Secured Note provides Delaware Royalty
Company,  in  that  it accrues interest at 10% per annum and is convertible into
shares of the Company's common stock at an initial conversion price of $0.20 per
share.  The conversion price of the Convertible Note is also subject to the same
anti-dilution  adjustments  as the Secured Note. The Convertible Note matures on
December  22,  2007,  unless  otherwise  converted.  The  Convertible  Note  is
unsecured,  however,  and  not collateralized by any of the Company's assets. At
December  31,  2003,  $100,000  was outstanding in the Convertible Note payable.

                                         F-15
<PAGE>


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

11.     SECURED  CONVERTIBLE  NOTES  PAYABLE,  CONTINUED:

Deferred  Financing  Charges
- ----------------------------

In connection with the issuance of the secured convertible and convertible notes
payable,  Mr.  Dugan and Mr. Lawrence, were issued 2,000,000 and 1,000,000 stock
purchase  warrants,  respectively.  The  warrants expire in December of 2008 and
2007, respectively, and are exercisable for shares of the Company's unregistered
common  stock  at  $0.20  per  share.

The  Company accounted for the detachable warrants issued in connection with the
notes  in  accordance  with  Accounting  Principles  Board  Opinion  No. 14, and
estimated  a  fair  value  of $0.01 per warrant, or $30,000, attributable to the
detachable  warrants.  The  resulting value was recorded as a deferred financing
cost  and will be amortized as interest expense over the terms of the respective
convertible  notes payable. During the year ended December 31, 2003, none of the
deferred  offering  costs  had  yet  been  amortized  to  interest  expense.

12.     STOCKHOLDERS'  DEFICIT

Common  Stock  Warrants
- -----------------------

The  Company's  Board of Directors has the authority to issue stock warrants for
the  purchase  of  preferred  or  common stock to directors and employees of the
Company.  The Company has also issued warrants in exchange for services rendered
the  Company  and  in  connection  with  sales of its unregistered common stock.

<TABLE>
<CAPTION>


<S>                                                         <C>          <C>          <C>
Transactions in common stock warrants are as follows:. . .  NUMBER OF    EXERCISE     EXPIRATION
                                                            WARRANTS     PRICES       DATES
                                                            -----------  -----------  ----------

Balance December 31, 2001. . . . . . . . . . . . . . . . .   3,906,714   $0.25-$0.45          (A)

  Warrants issued in connection with stock sales . . . . .     871,000   $      0.30          (B)

  Warrants issued for consulting services. . . . . . . . .     600,000   $      0.30          (B)

  Warrants issued in connection with BRZ purchase. . . . .      50,000   $      0.45          (C)

  Warrants exchanged for Series D warrants . . . . . . . .    (151,213)

  Warrants expired . . . . . . . . . . . . . . . . . . . .    (100,000)  $      0.55
                                                            -----------  -----------

Balance, December 31, 2002 . . . . . . . . . . . . . . . .   5,176,501

  Warrants issued in connection with 2002 and
    2003 stock sales . . . . . . . . . . . . . . . . . . .   2,550,001   $      0.30          (D)

  Warrants issued with secured convertible and convertible
    notes payable. . . . . . . . . . . . . . . . . . . . .   3,000,000   $      0.20          (E)

  Warrants expired and cancelled . . . . . . . . . . . . .    (300,400)  $      0.25
                                                            -----------  -----------

Balance, December 31, 2003 . . . . . . . . . . . . . . . .  10,426,102
                                                            ===========

</TABLE>

                                    F-16
<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

12.     STOCKHOLDERS'  DEFICIT,  CONTINUED:

Common  Stock  Warrants,  Continued:
- ------------------------------------

(A)     Warrants  are  exercisable  on  or  before January and December of 2004.
(B)     Warrants  are  exercisable  on or before September and November of 2005.
(C)     Warrants  are  exercisable  on  or  before  May  of  2005.
(D)     Warrants  are  exercisable  on  or  before  June  and  December of 2006.
(E)     Warrants  are  exercisable  on  or  before  December  of  2007 and 2008.

Preferred  Stock  Warrants
- --------------------------

During  2003, the Company issued 111,185 warrants to purchase shares of Series D
preferred stock to John C. Lawrence, the Company's president and a director, for
his  assistance  in procuring equipment financing.  The warrants are exercisable
at  $0.30  per  share and expire in 2008.  In addition, during 2003, the Company
issued  200,000  warrants to purchase shares of Series D preferred stock to Gary
D.  Babbitt,  the Company's former attorney and director for consulting services
provided  the  Company.  The  warrants  are  exercisable  at $0.30 per share and
expire  in  2006.  (See  Preferred  Stock/Series  D).

During  2002, the Company issued 1,151,213 warrants to purchase shares of Series
D  preferred stock.  Of the Series D warrants issued, 750,000 were issued to Mr.
Lawrence, in consideration for advances made by him to the Company; 250,000 were
issued  to  Mr.  Babbitt, for legal services rendered; and an additional 151,213
were  issued  to  Mr.  Lawrence in exchange for his warrants to purchase 151,213
shares of the Company's common stock.  The warrants are exercisable at $0.20 per
share  and  expire  in  2005  and  2007.

Issuance  of  Common  Stock  for  Cash
- --------------------------------------

During  2003,  the  Company  sold  an  aggregate  of  2,300,001  shares  of  its
unregistered  common  stock,  plus  warrants to purchase 2,375,001 shares of its
common  stock  at  $0.30 per share.  Proceeds from the sale totaled $345,000, or
approximately  $0.15 per unit of shares and warrants sold, and were used to fund
the  Company's  operating  activities.

During 2002, the Company sold an aggregate of 871,000 shares of its unregistered
common  stock,  plus  warrants  to  purchase  871,000  shares  of  common  stock
exercisable  at  $0.30 per share, to existing shareholders and other parties for
cash  of  $172,070.  In  connection  with  the  stock sales during 2002, 600,000
warrants,  exercisable  at $0.30 and expiring in November 2005, were issued to a
stockholder  and  consultant  for  his  services.

At  December  31,  2002,  the Company had stock subscriptions payable of $35,000
outstanding  relating  to  its commitment to sell 175,000 shares of common stock
and  common  stock purchase warrants exercisable at $0.30 per share on or before
November  of  2005.  The  shares  and warrants were issued subsequently in 2003.

Common  Stock Cancelled  and  Re-issued  as  Series  D  Preferred  Stock
- -----------------------------------------------------------------------

During  2003,  the  Board  of  Directors  resolved  that 1,388,672 shares of the
Company's  common  stock  held  by John C. Lawrence, the Company's president, be
cancelled  and  then  re-issued  in  an  equal number of shares of the Company's
Series  D  preferred  stock.  The  cancellation  and  re-issue resulted from the
Company's  need  to  maintain  its  authorized  common stock available for issue
within  the  maximum  number  of  shares  as  provided  by  its  Articles  of
Incorporation,  while  it  offered  shares  of its common stock and warrants for
sale.

                                        F-17
<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

12.     STOCKHOLDERS'  DEFICIT,  CONTINUED:

Preferred  Stock
- ----------------

The Company's Articles of Incorporation authorize 10,000,000 shares of $0.01 par
value  preferred  stock available for issuance with such rights and preferences,
including  liquidation,  dividend, conversion and voting rights, as the Board of
Directors  may  determine.

Series  A
- ---------

During  1986,  Series  A  preferred  stock,  consisting  of  4,500  shares,  was
established  by  the  Board  of  Directors.  These  shares  are  nonconvertible,
nonredeemable  and  are  entitled  to  a  $1.00  per  share  per year cumulative
dividend.  Series A preferred stockholders have voting rights for directors only
and  a  total liquidation preference equal to $45,000 plus dividends in arrears.
At  December 31, 2003, 4,500 shares of Series A preferred stock were outstanding
and  cumulative  dividends  in  arrears  including  the  liquidation  preference
amounted  to  $123,750,  or  $28.00  per  share.

Series  B
- ---------

During  1993,  Series  B  preferred  stock,  consisting of 1,666,667 shares, was
established  by  the  Board  of  Directors  and  1,666,667 shares were issued in
connection  with  a final settlement of litigation. The Series B preferred stock
has preference over the Company's common stock and Series A preferred stock, has
no  voting  rights  (absent  default  in  payment  of declared dividends) and is
entitled to cumulative dividends of $0.01 per share per year payable if and when
declared  by the Board of Directors.  In the event of dissolution or liquidation
of the Company, the preferential amount payable to Series B restricted preferred
stockholders  is  $1.00  per  share plus dividends in arrears. No dividends have
been  declared  or  paid  with respect to the Series B preferred stock. In 1995,
916,667  shares  of Series B preferred stock were surrendered to the Company and
cancelled  in  connection  with  the  settlement  of litigation against Bobby C.
Hamilton.  At  December 31, 2003, cumulative dividends in arrears on the 750,000
outstanding  Series  B shares were $75,000, or $0.10 per share.  Total dividends
in  arrears  and  liquidation  preference  were  $825,000  at December 31, 2003.

Series  C
- ---------

During  1997, the Company issued 2,560,762 shares of Series C preferred stock in
connection  with  the  conversion  of  certain debts owed by the Company. During
1999,  holders of 2,354,766 shares of Series C stock converted their shares into
common  stock  of  the  Company.  The  Series  C  shares have voting rights, are
non-redeemable and have a $0.55 per share liquidation preference, or $97,847, at
December  31,  2003.  At  December 31, 2003 and 2002, 177,904 shares of Series C
preferred  stock  remained  outstanding  and  unconverted.

Series  D
- ---------

During  2002,  the Company established its Series D preferred stock.  Holders of
the  Series  D  preferred  stock  have the right, subject to the availability of
authorized but unissued common stock, to convert their shares into shares of the
Company's  common stock without payment of additional consideration.  The Series
D shares are initially convertible into the Company's common stock as determined
by  dividing  $0.20  by  the  conversion  price  in  effect  at  the time of the
conversion.  The  initial  conversion  price  of the Series D preferred stock is
$0.20,  and  subject  to  adjustment  based  upon anti-dilution provisions, that
include  but  are  not  limited to, the affects of the subsequent sale of common
stock  at  prices  less  than  the  initial  conversion  price.

                                       F-18
<PAGE>

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

12. STOCKHOLDERS'  DEFICIT,  CONTINUED:

Series  D,  Continued:
- ----------------------

DESIGNATION.  The  class  of  convertible  Series  D  preferred stock, $0.01 par
value,  consists  of  up  to  2.5  million  shares.

VOTING RIGHTS.  The holders of Series D preferred shares shall have the right to
that number of votes equal to the number of shares of common stock issuable upon
conversion  of  such  Series  D  preferred  shares.

REDEMPTION.  The  Series  D  preferred shares are not redeemable by the Company.

LIQUIDATION  PREFERENCE.  The  Series  D  holders  are entitled to a liquidation
preference  equal  to  the  greater  of $2.50 per share or the equivalent market
value  of the number of shares of common stock into which each share of Series D
is  convertible.  At  December 31, 2003, the liquidation preference for Series D
preferred  stock  was  $4,659,180.

REGISTRATION  RIGHTS.  All of the underlying common stock issued upon conversion
of  the  Series D preferred shares shall be entitled to "piggyback" registration
rights  when,  and  if,  the  Company  files  a  registration  statement for its
securities  or  the  securities  of  any  other  stockholder.

DIVIDENDS.  The  Series  D holders are entitled to an annual dividend of $0.0235
per  share.  The  dividends
are cumulative and payable after payment and satisfaction of the Series A, B and
C  preferred  stock  dividends.

At  December  31,  2003 and 2002, the Company had 1,863,672 and 96,000 shares of
Series  D  preferred  stock  outstanding,  respectively  (see  Note  15).

13.     2000  STOCK  PLAN

In  January 2000, the Company's Board of Directors resolved to create the United
States  Antimony  Corporation  2000 Stock Plan ("the Plan").  The purpose of the
Plan  is  to  attract  and  retain the best available personnel for positions of
substantial  responsibility  and  to  provide additional incentive to employees,
directors and consultants of the Company to promote the success of the Company's
business.  The  maximum  number of shares of common stock or options to purchase
common  stock  that  may be issued pursuant to the Plan is 500,000.  At December
31,  2003 and 2002, 300,000 shares of the Company's common stock had been issued
under  the  Plan.

14.     INCOME  TAXES

     The  Company  had  no  income  tax provision or benefit for the years ended
December  31,  2003  and  2002.

At  December 31, 2003 and 2002, the Company had net deferred tax assets composed
as  follows:
<TABLE>
<CAPTION>


<S>                                                      <C>           <C>
                                                                2003          2002
  Arising from differences in the book and tax basis of
    certain property assets . . . . . . . . . . . . . .  $   300,000   $   250,000
  Arising from net tax operating loss carryforwards . .    1,445,000     1,550,000
                                                         ------------  ------------
  Total deferred tax assets . . . . . . . . . . . . . .    1,745,000     1,800,000
                                                         ------------  ------------
  Valuation allowance . . . . . . . . . . . . . . . . .   (1,745,000)   (1,800,000)
                                                         ------------  ------------
    Net deferred tax assets . . . . . . . . . . . . . .  $         0   $         0
                                                         ============  ============
</TABLE>

                                                 F-19
<PAGE>


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

14.     INCOME  TAXES,  CONTINUED:

The  deferred  tax  assets  were calculated based on an estimated 34% income tax
rate.  As  management  of the Company cannot determine if it is more likely than
not  that  the  Company  will  realize the benefit of its deferred tax assets, a
valuation  allowance  equal  to the net deferred tax assets at both December 31,
2003  and  2002  has  been  established.

At  December  31,  2003  and  2002,  the  Company  had unexpired regular tax net
operating  loss  carryforwards  of  approximately  $4,250,000  and  $4,700,000,
respectively,  which  expire  in  the  years 2004 through 2023.  At December 31,
2003,  the  Company had net operating loss carryforwards for alternative minimum
tax  purposes  of  approximately  $4,000,000.

15.     RELATED-PARTY  TRANSACTIONS

In  addition to transactions described in Notes 4, 7, 9, 11, and 12, during 2003
and  2002,  the  Company  had  the  following transactions with related parties:

- -During  2003,  the  Company issued 26,000 shares of its Series D preferred
stock  to  each  member  of  its  Board  of  Directors as compensation for their
services  as  directors.  In  connection  with  the  issue, the Company recorded
$7,800  in director compensation based on an aggregate of 78,000 Series D shares
issued.

- -In  June  2003,  the  Company  issued 201,000 shares of Series D preferred
stock and 200,000 Series D preferred stock purchase warrants to Gary D. Babbitt,
a former director, for his consulting services.  In connection with the issue to
Mr. Babbitt, the Company recognized $20,100 of consulting expense based upon its
estimated  value  of  the  services  rendered  and  shares  issued.

- -In  September  2003,  the  Company  issued John C. Lawrence, the Company's
president  and  a  director,  100,000 shares of Series D preferred stock for his
help  in financing the Company's operations.  In connection with this issue, the
Company recorded $15,000 of compensation expense based on its estimated value of
the  shares  issued.

- -Included  in  the  sale  of  the  Company's  common stock and common stock
warrants  during  2003,  were  333,334 shares of common stock and 333,334 common
stock  purchase  warrants sold to companies controlled by directors or immediate
family  members  of  directors  of  the  Company.

- -During  2002,  the Company sold a 3% gross proceeds royalty on all zeolite
extracted  from BRZ to Delaware Royalty Company, Inc., a company controlled by a
Al  Dugan,  a major shareholder.  The Company received $200,000 from the sale of
the  royalty  interest.  During  the years ended December 31, 2003 and 2002, the
Company  paid  Delaware  Royalty  Company,  Inc.  $11,575 and $705 in royalties,
respectively.

- -During  2002,  the  Company issued 96,000 shares of its Series D preferred
stock  to  three members of the Board of Directors and Gary D. Babbitt, a former
director  and  the  Company's legal counsel, for their duties as directors.  The
stock  awards were recorded as compensation expense (director's fees) based upon
the  estimated  value  of  the  stock  at  the  date  of  issuance.

                                          F-20
<PAGE>


UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

16.     COMMITMENTS  AND  CONTINGENCIES

Until  1989, the Company mined, milled and leached gold and silver in the Yankee
Fork  Mining District in Custer County, Idaho. In 1994, the U.S. Forest Service,
under  the  provisions of the Comprehensive Environmental Response Liability Act
of  1980  ("CERCLA"),  designated the cyanide leach plant as a contaminated site
requiring  cleanup  of  the  cyanide  solution. In 1996, the Idaho Department of
Environmental  Quality  requested that the Company sign a consent decree related
to  completing the reclamation and remediation at the Preachers Cove mill, which
the  Company  signed  in  December  1996.

The  Company  has been reclaiming the property and, as of December 31, 2003, the
cyanide  solution  cleanup was complete, the mill removed, and a majority of the
cyanide  leach  residue  disposed  of.

In November of 2001, the Environmental Protection Agency ("EPA") listed two
by-products  of  the Company's antimony oxide manufacturing process as hazardous
wastes.  Antimony  slag  and  antimony  bag  house  filters  are  now subject to
comprehensive  management  and  treatment  standards  under  subtitle  C  of the
Resource  Conservation  and  Recovery  Act  ("RCRA"), and emergency notification
requirements  for  releases  to  the  environment under CERCLA.  On November 26,
2002,  the Company received a notice of violation from the Montana Department of
Environmental  Quality ("Montana DEQ").  The notice related to a hazardous waste
discharge  that  was  discovered  during a hazardous waste compliance evaluation
inspection  conducted  at  the  Company's  Thompson Falls antimony facility.  In
response  to the notice, the Company removed certain antimony materials from its
production  area,  agreed  to  ensure  the  Montana  DEQ that future releases of
hazardous  waste would not occur and was assessed a fine.  The Company continues
to  have its premises inspected and tested by Montana DEQ for potential releases
of  its  hazardous  wastes  into  the  environment.
The  Company's  management  believes  that  USAC  is  currently  in  substantial
compliance  with  environmental  regulatory  requirements  and  that its accrued
environmental  reclamation  costs are representative of management's estimate of
costs  required  to fulfill its reclamation obligations.  Such costs are accrued
at  the  time  the  expenditure becomes probable and the costs can reasonably be
estimated.  The  Company  recognizes,  however,  that  in  some  cases  future
environmental  expenditures cannot be reliably determined due to the uncertainty
of  specific remediation methods, conflicts between regulating agencies relating
to  remediation  methods  and  environmental law interpretations, and changes in
environmental  laws  and  regulations.  Any changes to the Company's reclamation
plans as a result of these factors could have an adverse affect on the Company's
operations.  The  range  of  possible  losses  in  excess of the amounts accrued
cannot  be  reasonably  estimated  at  this  time.

17.     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The following disclosure of the estimated fair value of financial instruments is
made  in  accordance  with the requirements of Statement of Financial Accounting
Standards  No. 107, "Disclosures about Fair Value of Financial Instruments." The
estimated  fair  value  amounts  have  been  determined  using  available market
information  and  appropriate  valuation  methodologies.  However,  considerable
judgment  is  required  to interpret market data and to develop the estimates of
fair  value.  Accordingly,  the  estimates  presented herein are not necessarily
indicative  of  the  amounts  the  Company  could  realize  in  a current market
exchange.

The  carrying  amounts  for cash, restricted cash, accounts receivable, accounts
payable  and accrued expenses are reasonable estimates of their fair values. The
fair  value of amounts due to related parties approximates their carrying values
of  $232,111  and  $202,625, respectively, at December 31, 2003 and December 31,
2002,  based  upon  the  contractual  cash  flow  requirements.

                                        F-21

UNITED  STATES  ANTIMONY  CORPORATION  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

17.     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS,  CONTINUED:

The  carrying  amounts for judgments payable of $53,130 and $49,780, at December
31,  2003  and 2002, respectively, are reasonable estimates of their fair values
based  upon  the  judgment's  repayment  requirements.

The  carrying  amount  of  the convertible secured and convertible notes payable
aggregating  $350,000  at  December  31, 2003, is a reasonable estimate of their
fair  value.

18.     BUSINESS  SEGMENTS

The  Company  has  two  operating  segments,  antimony  and zeolite.  Management
reviews and evaluates the operating segments exclusive of interest and factoring
expenses.  Therefore,  interest  expense  is  not  allocated  to  the  segments.
Selected  information  with respect to segments for the years ended December 31,
2003  and  2002  is  as  follows:
<TABLE>
<CAPTION>


<S>                                     <C>         <C>
                                              2003        2002
Revenues:
    Antimony . . . . . . . . . . . . .  $2,742,419  $3,274,007
    Zeolite. . . . . . . . . . . . . .     479,331     199,890
                                        ----------  ----------
                                        $3,221,750  $3,473,897
                                        ==========  ==========

Cost of sales:
  Production and freight and delivery:
    Antimony . . . . . . . . . . . . .  $2,403,070  $2,873,096
    Zeolite. . . . . . . . . . . . . .     529,397     265,390
  Depreciation:
    Antimony . . . . . . . . . . . . .      41,288      42,991
    Zeolite. . . . . . . . . . . . . .      55,254      41,071
                                        ----------  ----------
                                        $3,029,009  $3,222,548
                                        ==========  ==========

Gross profit . . . . . . . . . . . . .  $  192,741  $  251,349
                                        ==========  ==========

Other operating expenses:
  Sales expense:
    Antimony . . . . . . . . . . . . .  $   67,818  $   80,397
    Zeolite. . . . . . . . . . . . . .      70,589      62,654
  General and administrative expense:
    Antimony . . . . . . . . . . . . .     434,563     327,936
    Zeolite. . . . . . . . . . . . . .     212,689      86,658
                                        ----------  ----------
                                        $  785,659  $  557,645
                                        ==========  ==========

Capital expenditures:
    Antimony . . . . . . . . . . . . .  $   25,506  $        0
    Zeolite. . . . . . . . . . . . . .      95,931     305,745
                                        ----------  ----------
                                        $  121,437  $  305,745
                                        ==========  ==========

Properties, plant and equipment, net:
    Antimony . . . . . . . . . . . . .  $  132,608  $  147,886
    Zeolite. . . . . . . . . . . . . .     421,703     381,530
                                        ----------  ----------
                                        $  554,331  $  529,416
                                        ==========  ==========
</TABLE>



See  Note  2  regarding  sales  to  major  customers.

                                        F-22
<PAGE>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.51
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>


THE  SECURITIES  REPRESENTED  BY  THIS  NOTE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED ("ACT"), OR APPLICABLE STATE SECURITIES LAWS
("STATE  ACTS")  AND  SHALL  NOT  BE  SOLD,  HYPOTHECATED,  DONATED OR OTHERWISE
TRANSFERRED  UNLESS  THE COMPANY SHALL HAVE RECEIVED AN OPINION OF LEGAL COUNSEL
FOR  THE  HOLDER  HEREOF, OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO LEGAL
COUNSEL  FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT REQUIRE
REGISTRATION  UNDER  THE  ACT  AND  THE  STATE  ACTS.

                                                      Haynes and Boone LLP Draft
                                                               December 18, 2003
                       UNITED STATES ANTIMONY CORPORATION
                          10% SECURED CONVERTIBLE NOTE
                              DUE DECEMBER 22, 2007
NO: 1                                                                 $250,000

DATE  OF  ISSUE:  December  22,  2003

     United  States Antimony Corporation, a Montana corporation (the "Company"),
is  indebted  and,  for  value  received,  herewith  promises  to  pay  to:

                            DELAWARE ROYALTY COMPANY

or  to  its  order  (together  with  any  assignee,  jointly  or  severally, the
"Holder"),  on  or  before  December 22, 2007 (the "Due Date") (unless this Note
shall  have been sooner presented for conversion as herein provided), the sum of
Two  Hundred  Fifty  Thousand  and No/100s Dollars ($250,000.00) (the "Principal
Amount")  and to pay interest on the Principal Amount at the rate of ten percent
(10%)  per  annum as provided herein.  This Note is one of the Notes referred to
in  the  Note  Purchase Agreement (the "Purchase Agreement"), dated December 22,
2003  among  the  Company,  Bear  River  and the Holder.  Capitalized terms used
herein and not otherwise defined shall have the meaning set forth for such terms
in  the Purchase Agreement.  In furtherance thereof, and in consideration of the
premises,  the  Company  covenants,  promises  and  agrees  as  follows:

1.     Interest.  From  the  date of this Note through the Stated Maturity Date,
       --------
interest  shall accrue hereunder on the unpaid principal sum of this Note at 10%
per annum.  All amounts of principal and interest on this Note that are past due
for more than ninety (90) days shall bear interest at the rate of 15% until
paid.  All  payments of both principal and interest shall be made at the address
of  the  Holder hereof as it appears in the books and records of the Company, or
at  such  other  place  as  may be designated by the Holder hereof in writing to
Company.

2.     Payment  of  Principal and Interest.  The principal of this Note shall be
       -----------------------------------
due  and  payable  in  full  on  December 22, 2007 (the "Stated Maturity Date").
Interest  will be payable beginning on the Date of Issue of this Note, and shall
be  payable quarterly thereafter on March 31, June 30, September 30 and December
31  of  each  year  until  the  Stated  Maturity  Date.

Al Dugan Convertible Note.doc             1         10% Secured Convertible Note
<PAGE>

                                                      Haynes and Boone LLP Draft
                                                               December 18, 2003

3.     Prepayments;  Application  of Payments.  The Company shall have the right
       --------------------------------------
to  prepay  this  Note  in  whole or in part.  All payments made under this Note
shall  be  applied  first  to  accrued  interest,  and  the  balance, if any, to
principal;  provided,  however,  that  interest  shall  accrue  on any remaining
principal  balance  and  shall  be  payable  at  the  rate  provided  above.

4.     Manner  of Payment.  Payments of principal and interest on this Note will
       ------------------
be  made  by delivery of checks to the Holder of this Note at its address as set
forth  in  this  Note  or  at the Holder's request, by wire transfer of same day
funds to the account of Holder pursuant to written instructions delivered to the
Company  by  the  Holder.  If  the  date upon which the payment of principal and
interest  is  required  to  be made pursuant to this Note occurs other than on a
business  day,  then such payment of principal and interest shall be made on the
next  occurring  business  day  following  said  payment  date and shall include
interest  through  said  next  occurring  business  day.

5.     Conversion  Right.  The  Holder shall have the right, at Holder's option,
       -----------------
at  any  time up to thirty (30) days after repayment, to convert the face amount
of  this  Note into such number of fully paid and nonassessable shares of common
stock, $0.01 par value, of the Company (the "Common Stock") as shall be provided
herein.  The  Holder  may exercise the conversion right by giving written notice
(the  "Conversion  Notice")  to  the  Company  of the exercise of such right and
stating  the  name or names in which the stock certificate or stock certificates
for  the  shares  of Common Stock are to be issued and the address to which such
certificates  shall be delivered.  The Conversion Notice shall be accompanied by
the  Note  (if the Note has not been repaid) or the Conversion Price, as defined
below  (if the Note has been repaid).  The number of shares of Common Stock that
shall  be  issuable  upon  conversion  of  the  Note  shall  equal the amount of
principal  requested  by  the  Holder  to be converted divided by the Conversion
Price as defined below and in effect on the date the Conversion Notice is given.
Conversion  shall  be  deemed  to  have been effected on the date the Conversion
Notice  is  received  (the "Conversion Date").  Within twenty (20) business days
after  receipt  of the Conversion Notice, the Company shall issue and deliver by
hand  against  a  signed  receipt  therefor or by United States registered mail,
return  receipt requested, to the address designated in the Conversion Notice, a
stock  certificate  or stock certificates of the Company representing the number
of  shares  of  Common  Stock to which Holder is entitled and a check or cash in
payment of all interest accrued and unpaid on the Note being converted up to and
including  the  Conversion  Date  and  check  or  cash  payment of any remaining
principal.

6.     Conversion  Price.
       -----------------
(a)     Adjustments  Generally.  On the issue date hereof and until such time as
        ----------------------
an  adjustment  shall  occur,  the Conversion Price shall be at $0.20 per share,
subject  to  adjustment  at  times  in accordance with the following provisions:
(1)     Adjustment for Issuance of Shares at less than the Conversion Price.  If
        -------------------------------------------------------------------
     and  whenever  any  Additional  Common  Stock  (as herein defined) shall be
issued  by  the Company (the date of such issuance being hereinafter referred to
as  the  "Stock  Issue  Date")  for  a  consideration  per  share  less than the
Conversion  Price,  then in each such case the Conversion Price shall be reduced
to  a  new Conversion Price equal to the consideration per share received by the
Company  for the additional shares of Common Stock then issued and the number of
shares

Al Dugan Convertible Note.doc             2         10% Secured Convertible Note

<PAGE>
                                                      Haynes and Boone LLP Draft
                                                               December 18, 2003

issuable  to  Holder upon conversion shall be proportionately increased;
and,  in the case of shares issued without consideration, the initial Conversion
Price shall be reduced in amount and the number of shares issued upon conversion
shall  be  increased  in an amount so as to maintain for the Holder the right to
convert  the Note into shares equal in amount to the same percentage interest in
the  Common Stock of the Company as existed for the Holder immediately preceding
the  Stock  Issue  Date;  PROVIDED, HOWEVER, THAT IN NO EVENT MAY THE CONVERSION
PRICE BE DECREASED IN ACCORDANCE WITH THIS SUBSECTION 6(A)(1) TO LESS THAN $0.20
PER  SHARE,  AS  ADJUSTED  FOR  THE  SPLIT  UP  OR  COMBINATION OF SHARES, STOCK
DIVIDENDS  OR  OTHER  REORGANIZATION  OR  RECAPITALIZATION.

(2)     Sale  of Shares.  In case of the issuance of Additional Common Stock for
        ---------------
a  consideration  part  or  all  of  which shall be cash, the amount of the cash
consideration  therefor shall be deemed to be the amount of the cash received by
Company  for  such  shares,  after  any  compensation  or  discount in the sale,
underwriting or purchase thereof by underwriters or dealers or others performing
similar  services or for any expenses incurred in connection therewith.  In case
of  the  issuance  of  any shares of Additional Common Stock for a consideration
part  or  all of which shall be other than cash, the amount of the consideration
therefor,  other than cash, shall be deemed to be the then Fair Market Value (as
hereinafter  defined)  of  the  property  received.

(3)     Reclassification  of  Shares.  In  case  of  the  reclassification  of
        ----------------------------
securities  into  shares  of  Common Stock, the shares of Common Stock issued in
such  reclassification  shall  be deemed to have been issued for a consideration
other than cash.  Shares of Additional Common Stock issued by way of dividend or
other  distribution on any class of stock of the Company shall be deemed to have
been  issued  without  consideration.

(4)     Split  up  or  Combination  of  Shares.  In  case issued and outstanding
        --------------------------------------
shares  of Common Stock shall be subdivided or split up into a greater number of
shares  of  the  Common  Stock,  the  Conversion  Price shall be proportionately
decreased,  and  in  case issued and outstanding shares of Common Stock shall be
combined  into  a smaller number of shares of Common Stock, the Conversion Price
shall  be  proportionately increased, such increase or decrease, as the case may
be,  becoming effective at the time of record of the split-up or combination, as
the  case  may  be.

(5)     Exceptions.  The  term  "Additional  Common Stock" herein shall mean all
        ----------
shares  of  Common Stock hereafter issued by the Company (including Common Stock
held  in  the  treasury of the Company and any convertible security), except (i)
Common  Stock  issued  upon  the conversion of any of the Notes issued under the
Purchase  Agreement,  (ii)  Common  Stock  issued  upon  the  conversion  of the
Company's currently outstanding preferred stock, or (iii) Common Stock issued to
directors  and  officers  of  the  Company  at Fair Market Value in lieu of cash
compensation.

(b)     Adjustment  for  Mergers,  Consolidations,  Etc.
        -----------------------------------------------

(1)     In  the  event of distribution to all Common Stock holders of any stock,
indebtedness of the Company or assets (excluding cash dividends or distributions

Al Dugan Convertible Note.doc             3         10% Secured Convertible Note

<PAGE>
                                                      Haynes and Boone LLP Draft
                                                               December 18, 2003

     from  retained  earnings) or other rights to purchase securities or assets,
this  Note  will be convertible into the kind and amount of securities, cash and
other  property  which  the  Holder  would  have been entitled to receive if the
Holder  owned the Common Stock issuable upon conversion of this Note immediately
prior  to  the  occurrence  of  such  event.
(2)     In  case of any capital reorganization, reclassification of the stock of
the  Company  (other  than  a  change  in  par  value  or as a result of a stock
dividend,  subdivision,  split  up or combination of shares), this Note shall be
convertible  into  the kind and number of shares of stock or other securities or
property  of the Company to which the Holder would have been entitled to receive
if  the  Holder  owned  the  Common  Stock  issuable upon conversion of the Note
immediately  prior  to  the  occurrence  of  such  event.  The provisions of the
foregoing  sentence  shall  similarly  apply  to  successive  reorganizations,
reclassifications,  consolidations,  exchanges,  leases,  transfers  or  other
dispositions  or  other  share  exchanges.
(3)     The  term  "Fair Market Value," as used herein, is the value ascribed to
consideration  other  than  cash  as determined by the Board of Directors of the
Company in good faith.  If the Board of Directors shall be unable to agree as to
such Fair Market Value or the Holder disagrees with such determination, then the
issue  of Fair Market Value shall be submitted to arbitration under and pursuant
to  the  rules  and regulations of the American Arbitration Association, and the
decision  of the arbitrators shall be final, conclusive and binding, and a final
judgment  may be entered thereon; provided, however, that such arbitration shall
be  limited  to  determination  of  the  Fair Market Value of assets tendered in
consideration  for  the  issue  of  Common  Stock.
(c)     Notice  of  Adjustment.  (A)  In  the event the Company shall propose to
        ----------------------
take any action which shall result in an adjustment in the Conversion Price, the
     Company  shall  give  notice  to the Holder, which notice shall specify the
record  date,  if  any,  with  respect to such action and the date on which such
action is to take place.  Such notice shall be given on or before the earlier of
twenty  (20)  days before the record date or the date which such action shall be
taken.  Such  notice  shall  also  set  forth  all  facts  (to the extent known)
material  to  the  effect of such action on the Conversion Price and the number,
kind  or  class  of  shares  or  other  securities  or  property  which shall be
deliverable  or  purchasable  upon  the occurrence of such action or deliverable
upon  conversion  of this Note. (B) Following completion of an event wherein the
Conversion  Price  shall  be adjusted, the Company shall furnish to the Holder a
statement, signed by the Principal Executive or Financial Officer of the Company
of  the  facts  creating  such  adjustment and specifying the resultant adjusted
Conversion  Price  then  in  effect.
7.     Reservation  of Shares.  Company warrants and agrees that it shall at all
       ----------------------
times  reserve  and  keep  available,  free  from  preemptive rights, sufficient
authorized  and  unissued  shares  of  Common Stock to effect conversion of this
Note.
8.     Events  of  Default.  "Event of Default," wherever used herein, means any
       -------------------
one  of the following events and the continuance of such event or breach (unless
otherwise stated) for a period of thirty (30) days after there has been given to
Company  a  written  notice,  by  registered  or certified mail, specifying such
default  or breach, stating that such notice is a "Notice of Default" hereunder,
and  requiring  it  to  be  remedied:

Al Dugan Convertible Note.doc             4         10% Secured Convertible Note

<PAGE>
                                                      Haynes and Boone LLP Draft
                                                               December 18, 2003

(a)     default  in  the  payment of the principal or interest on this Note when
such  principal  or  interest  becomes  due  and  payable;
(b)     default  in the performance of any covenant made by Company in this Note
or  in  the  Purchase  Agreement  (other  than a default in the performance of a
covenant  specifically  dealt  with  elsewhere  in  this  Section);
(c)     the entry by a court having jurisdiction in the premises of (i) a decree
or  order  for  relief  in  respect  of  the  Company  in an involuntary case or
proceeding  under  any  applicable  federal  or  state  bankruptcy,  insolvency,
reorganization  or  other  similar  law  or (ii) a decree or order adjudging the
Company  a  bankrupt  or  insolvent,  or  approving as properly filed a petition
seeking  reorganization, arrangement, adjustment or composition of or in respect
of  the  Company  under  any  applicable  federal  or state law, or appointing a
custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator  or  other
similar  official  of  the Company or of any substantial part of the property of
the  Company  or  ordering  the  winding up or liquidation of the affairs of the
Company  and  the  continuance of any such decree or order of relief or any such
other  decree  or  order  unstayed  and  in  effect  for a period of thirty (30)
consecutive  days;  or
(d)     the  commencement by the Company of a voluntary case or proceeding under
any  applicable federal or state bankruptcy, insolvency, reorganization or other
similar  law  or of any other case or proceeding to be adjudicated a bankrupt or
insolvent,  or  the  filing  by  any  of them of a petition or answer or consent
seeking  reorganization  or relief under any applicable federal or state law, or
the  making by any of them of an assignment for the benefit of creditors, or the
admission  by any of them in writing of its inability to pay its debts generally
as  they  become  due.
9.     Remedies.  In  addition  to  any  remedies  available  under the Security
       --------
Agreement and subject to the terms hereof, by a notice in writing to the Company
     and,  upon any such declaration, this Note shall become immediately due and
payable  if an Event of Default occurs and is continuing, and in every such case
the  Holder  may  declare  the  principal and interest on the Note to be due and
payable  immediately.
10.     Covenants.
        ---------
(a)     -Payment  of  Principal and Accrued Interest.  The Company will duly and
         -------------------------------------------
punctually pay or cause to be paid the principal sum of this Note, together with
     interest  accrued  thereon  from the date hereof to the date of payment, in
accordance  with  the  terms  hereof.
(b)     -Use  of  Proceeds.  The  Company  shall  use the proceeds received from
         -----------------
Holder  pursuant  to  the  terms  of  this Note for payment of accounts payable,
antimony  inventory,  purchase  of  mine equipment, including shaker screens and
associated  equipment,  and  zeolite  mine  infrastructure.
(c)     -Mergers  and  Acquisitions.  Company  will  not  dissolve,  liquidate,
         --------------------------
consolidate  or  merger with or sell or transfer all or substantially all of its
assets  to  any Person,

Al Dugan Convertible Note.doc             5         10% Secured Convertible Note

<PAGE>
                                                      Haynes and Boone LLP Draft
                                                               December 18, 2003

 unless, in regard to any of the foregoing and so long as
no  Event  of Default then exists, the Company or any of its Subsidiaries is the
surviving  or  acquiring  party.
(d)     -Senior  Debt.  Company  will  not  incur any future senior indebtedness
         ------------
without the prior written consent of the holder of the Note which approval shall
not  be  unreasonably  withheld.
11.     Rights  under  Purchase and Security Agreements. This Note is one of the
        -----------------------------------------------
Notes  issued  pursuant  to  the  Purchase Agreement and the Security Agreement,
dated  December  22, 2003 (the "Security Agreement"), between Company and Holder
and  is  entitled  to  all  the  rights  and benefits, and is subject to all the
obligations  of  Holders  and  Company  under  said  agreements.  If  there is a
conflict between terms and conditions found in the Note and other documents, the
     Note  terms  and  conditions  shall  prevail.  Company  and  Holders  have
participated  in  the negotiation and preparation of the Purchase Agreement, the
Security  Agreement  and  this Note.  Company agrees that a copy of the Purchase
Agreement  with  all  amendments,  additions and substitutions therefor shall be
available  to  the  Holder  at  the  offices  of  the  Company.
12.     Miscellaneous.
        -------------
(a)     Collection Fees.  If this Note is placed in the hands of an attorney for
        ---------------
     collection,  and if it is collected through any legal proceedings at law or
in equity or in bankruptcy, receivership or other court proceedings, the Company
hereby undertakes to pay all costs and expenses of collection including, but not
limited  to,  court  costs  and  the  reasonable  attorney's fees of the Holder.
(b)     Consent  to  Amendments.  This  Note may be amended, and the Company may
        -----------------------
take any action herein prohibited, or omit to perform any act herein required to
be  performed by it, if and only if the Company shall obtain the written consent
to  such  amendment, action or omission to act from the Holder; provided that no
such  consent shall vary the payment terms or interest terms of the Note without
the  consent  of  the  Holder, and provided further that if this Note is held of
record by more than one Holder, any consent to be obtained from the Holder(s) or
amendment hereto shall be deemed to have been completed upon the approval by the
Holders  of  51%  of  the  then  outstanding  principal  balance  of  this Note.
(c)     Benefits  of Note.  Nothing in this Note, express or implied, shall give
        -----------------
to  any  Person,  other  than  the Company, the Holder, and their successors and
assigns,  any  benefit or any legal or equitable right, remedy or claim under or
in  respect  of  this  Note.
(d)     Successors  and  Assigns.  All  covenants  and  agreements  in this Note
        ------------------------
contained  by or on behalf of the Company shall bind and inure to the benefit of
the  respective  successors  and  assigns  of  the  Company.
(e)     Restrictions  on  Transfer.  Subject  to the provisions of this Section,
        --------------------------
this  Note is transferable in the same manner and with the same effect as in the
case  of  a  negotiable  instrument payable to a specified person.  The Company,
however,  may  treat  the  registered  holder hereof as the owner hereof for all
purposes until this Note shall have been surrendered for

Al Dugan Convertible Note.doc             6         10% Secured Convertible Note

<PAGE>
                                                      Haynes and Boone LLP Draft
                                                               December 18, 2003

transfer as hereinafter
provided.  Upon surrender of this Note duly executed by the Holder hereof or his
agent  or attorney, the Company shall execute and deliver a new Note in the name
of  the  assignee  or  assignees  and  in  the  denominations  specified in such
instrument  of  assignment,  and  this  Note  shall  promptly  be  canceled.
     This  Note is not transferable directly or indirectly, in whole or in part,
except  in  the  case  of  any  such  transfer  (a)  that  is in compliance with
applicable  federal and state securities laws, including but not limited to, the
Securities  Act  of  1933, as amended, and (b) for which the Company is provided
with  an  opinion  of  counsel  to  the  Holder,  reasonably satisfactory to the
Company,  to  the  effect  that such transfer is not in violation of any of said
securities  laws.
(f)     Notice;  Address  of  Parties.  Except  as  otherwise  provided,  all
        -----------------------------
communications  to the Company or the Holder of this Note provided for herein or
        -
with  reference  to this Note shall be deemed to have been sufficiently given or
served for all purposes: when delivered by hand if personally delivered; one (1)
     business  day  after being deposited with an overnight courier addressed to
the  appropriate  address as set forth on the signature page to this Note; three
(3)  business days after being sent as certified or registered mail, postage and
charges  prepaid,  to the appropriate address as set forth on the signature page
to  this  Note.
(g)     Separability  Clause.  In  case  any  provision  in  this  Note shall be
        --------------------
invalid,  illegal  or  unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions in such jurisdiction shall not in
any  way  be  affected  or  impaired thereby provided such construction does not
destroy  the  essence  of  the  bargain  provided  for  hereunder.
(H)     GOVERNING  LAW.  THIS  NOTE  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED IN
        --------------
ACCORDANCE  WITH,  THE  INTERNAL  LAWS  OF THE STATE OF TEXAS (WITHOUT REGARD TO
PRINCIPLES  OF  CHOICE  OF  LAW).
(i)     Usury.  It is the intention of the parties hereto to conform strictly to
        -----
the  applicable laws of the State of Texas and the United States of America, and
judicial  or  administrative interpretations or determinations thereof regarding
the  contracting  for,  charging  and  receiving  of  interest  for  the  use,
forbearance,  and  detention of money.  The Holder shall have no right to claim,
charge  or  receive  any  interest in excess of the maximum rate of interest, if
any,  permitted  to  be  charged  on  that  portion  of  the amount representing
principal  which is outstanding and unpaid from time to time by applicable Texas
or  federal  law.  Determination  of  the  rate  of  interest for the purpose of
determining  whether this Note is usurious under applicable law shall be made by
amortizing, prorating, allocating and spreading in equal parts during the period
of  the  actual  time  of  this  Note,  all  interest or other sums deemed to be
interest  at  any  time  contracted for, charged or received from the Company in
connection  with this Note.  Any interest contracted for, charged or received in
excess of the maximum rate allowed by applicable law shall be deemed a result of
a  mathematical  error  and a mistake; if this Note is paid in part prior to the
end  of  the  full  stated  term  of this Note and the interest received for the
actual  period  of  existence  of  this Note exceeds the maximum rate allowed by
applicable  law,  the  holder  shall credit the amount of the excess against any
amount  owing  under this Note or, if this Note has been paid in full, or in the
event that it has been accelerated prior to maturity, the Holder shall refund to
the  Company  the  amount of such excess, and shall not be subject to any of the
penalties  provided by

Al Dugan Convertible Note.doc             7         10% Secured Convertible Note


<PAGE>
                                                      Haynes and Boone LLP Draft
                                                               December 18, 2003

applicable law for contracting for, charging or receiving
interest  in  excess  of  the  maximum rate allowed by applicable law.  Any such
excess  which  is  unpaid  shall  be  canceled.
                            [SIGNATURE PAGES FOLLOW]

Al Dugan Convertible Note.doc             8         10% Secured Convertible Note


<PAGE>


     IN WITNESS WHEREOF, the undersigned Company has caused this Note to be duly
issued  and  executed  on  the  Date  of  Issue  as  stated  above.


                                          United  States  Antimony  Corporation


                                          By:/s/John C. Lawrence
                                             ----------------------------------
Address  for  Notice:
- ---------------------
To  the  Company:
P.  O.  Box  643                          By:/s/John C. Lawrence
                                             ----------------------------------
Thompson  Falls,  Montana  59873
Attention:  John  C.  Lawrence

     This  instrument  was  acknowledged  before  me  on 12-22,  2003  by
John C. Lawrence the President of  United  States Antimony Corporation a
Montana  corporation.




                         Notary  Public,  State  of Montana
                         My  Commission  Expires:07-12-2004

                         Printed  Name  of  Notary Carol L. DeMann

Address  for  Notice:
- ---------------------
To  The  Holder:
Delaware Royalty Company, Inc.
c/o Nortex Corporation
1415 Louisiana, Suite 3100
Houston, TX 77002
Attn: Al W. Dugan



                                        Signature Page
                                 10% Convertible Note Issues
                                 To-Delaware Royalty Company





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>


THE  SECURITIES  REPRESENTED  BY  THIS  NOTE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED ("ACT"), OR APPLICABLE STATE SECURITIES LAWS
("STATE  ACTS")  AND  SHALL  NOT  BE  SOLD,  HYPOTHECATED,  DONATED OR OTHERWISE
TRANSFERRED  UNLESS  THE COMPANY SHALL HAVE RECEIVED AN OPINION OF LEGAL COUNSEL
FOR  THE  HOLDER  HEREOF, OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO LEGAL
COUNSEL  FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT REQUIRE
REGISTRATION  UNDER  THE  ACT  AND  THE  STATE  ACTS.

                       UNITED STATES ANTIMONY CORPORATION
                              10% CONVERTIBLE NOTE
                              DUE DECEMBER 22, 2007
           NO: 2                                       $100,000.00

                   DATE  OF  ISSUE:  December  22,  2003

     United  States Antimony Corporation, a Montana corporation (the "Company"),
is  indebted  and,  for  value  received,  herewith  promises  to  pay  to:
                                JOHN C. LAWRENCE
or  to  its  order  (together  with  any  assignee,  jointly  or  severally, the
"Holder"),  on  or  before  December 22, 2007 (the "Due Date") (unless this Note
shall  have been sooner presented for conversion as herein provided), the sum of
One  Hundred  Thousand Dollars ($100,000.00) (the "Principal Amount") and to pay
interest  on  the Principal Amount at the rate of ten percent (10%) per annum as
provided  herein.  In furtherance thereof, and in consideration of the premises,
the  Company  covenants,  promises  and  agrees  as  follows:
1.     Interest.  From  the  date of this Note through the Stated Maturity Date,
       --------
interest  shall accrue hereunder on the unpaid principal sum of this Note at 10%
per annum.  All amounts of principal and interest on this Note that are past due
     for more than ninety (90) days shall bear interest at the rate of 15% until
paid.  All  payments of both principal and interest shall be made at the address
of  the  Holder hereof as it appears in the books and records of the Company, or
at  such  other  place  as  may be designated by the Holder hereof in writing to
Company.
2.     Payment  of  Principal and Interest.  The principal of this Note shall be
       -----------------------------------
due  and  payable  in  full  on  December 22, 2007 (the "Stated Maturity Date").
Interest  will be payable beginning on the Date of Issue of this Note, and shall
be  payable quarterly thereafter on March 31, June 30, September 30 and December
31  of  each  year  until  the  Stated  Maturity  Date.
3.     Prepayments;  Application  of Payments.  The Company shall have the right
       --------------------------------------
to  prepay  this  Note  in  whole or in part.  All payments made under this Note
shall  be  applied  first  to  accrued  interest,  and  the  balance, if any, to
principal;  provided,  however,  that  interest  shall  accrue  on any remaining
principal  balance  and  shall  be  payable  at  the  rate  provided  above.
<PAGE>

4.     Manner  of Payment.  Payments of principal and interest on this Note will
       ------------------
be  made  by delivery of checks to the Holder of this Note at its address as set
forth  in  this  Note  or  at the Holder's request, by wire transfer of same day
funds to the account of Holder pursuant to written instructions delivered to the
Company  by  the  Holder.  If  the  date upon which the payment of principal and
interest  is  required  to  be made pursuant to this Note occurs other than on a
business  day,  then such payment of principal and interest shall be made on the
next  occurring  business  day  following  said  payment  date and shall include
interest  through  said  next  occurring  business  day.
5.     Conversion  Right.  The  Holder shall have the right, at Holder's option,
       -----------------
at  any  time up to thirty (30) days after repayment, to convert the face amount
of  this  Note into such number of fully paid and nonassessable shares of common
stock, $0.01 par value, of the Company (the "Common Stock") as shall be provided
herein.  The  Holder  may exercise the conversion right by giving written notice
(the  "Conversion  Notice")  to  the  Company  of the exercise of such right and
stating  the  name or names in which the stock certificate or stock certificates
for  the  shares  of Common Stock are to be issued and the address to which such
certificates  shall be delivered.  The Conversion Notice shall be accompanied by
the  Note  (if the Note has not been repaid) or the Conversion Price, as defined
below  (if the Note has been repaid).  The number of shares of Common Stock that
shall  be  issuable  upon  conversion  of  the  Note  shall  equal the amount of
principal  requested  by  the  Holder  to be converted divided by the Conversion
Price as defined below and in effect on the date the Conversion Notice is given.
Conversion  shall  be  deemed  to  have been effected on the date the Conversion
Notice  is  received  (the "Conversion Date").  Within twenty (20) business days
after  receipt  of the Conversion Notice, the Company shall issue and deliver by
hand  against  a  signed  receipt  therefor or by United States registered mail,
return  receipt requested, to the address designated in the Conversion Notice, a
stock  certificate  or stock certificates of the Company representing the number
of  shares  of  Common  Stock to which Holder is entitled and a check or cash in
payment of all interest accrued and unpaid on the Note being converted up to and
including  the  Conversion  Date  and  check  or  cash  payment of any remaining
principal.
6.     Conversion  Price.
       -----------------
(a)     Adjustments  Generally.  On the issue date hereof and until such time as
        ----------------------
an  adjustment  shall  occur,  the Conversion Price shall be at $0.20 per share,
subject  to  adjustment  at  times  in accordance with the following provisions:
(1)     Adjustment for Issuance of Shares at less than the Conversion Price.  If
        -------------------------------------------------------------------
     and  whenever  any  Additional  Common  Stock  (as herein defined) shall be
issued  by  the Company (the date of such issuance being hereinafter referred to
as  the  "Stock  Issue  Date")  for  a  consideration  per  share  less than the
Conversion  Price,  then in each such case the Conversion Price shall be reduced
to  a  new Conversion Price equal to the consideration per share received by the
Company  for the additional shares of Common Stock then issued and the number of
shares  issuable  to  Holder upon conversion shall be proportionately increased;
and,  in the case of shares issued without consideration, the initial Conversion
Price shall be reduced in amount and the number of shares issued upon conversion
shall  be  increased  in an amount so as to maintain for the Holder the right to
convert  the Note into shares equal in amount to the same percentage interest in
the  Common Stock of the Company as existed for the Holder immediately preceding

<PAGE>

the  Stock  Issue  Date;  PROVIDED, HOWEVER, THAT IN NO EVENT MAY THE CONVERSION
PRICE BE DECREASED IN ACCORDANCE WITH THIS SUBSECTION 6(A)(1) TO LESS THAN $0.20
PER  SHARE,  AS  ADJUSTED  FOR  THE  SPLIT  UP  OR  COMBINATION OF SHARES, STOCK
DIVIDENDS  OR  OTHER  REORGANIZATION  OR  RECAPITALIZATION.
(2)     Sale  of Shares.  In case of the issuance of Additional Common Stock for
        ---------------
a  consideration  part  or  all  of  which shall be cash, the amount of the cash
consideration  therefor shall be deemed to be the amount of the cash received by
Company  for  such  shares,  after  any  compensation  or  discount in the sale,
underwriting or purchase thereof by underwriters or dealers or others performing
     similar  services or for any expenses incurred in connection therewith.  In
case  of  the  issuance  of  any  shares  of  Additional  Common  Stock  for  a
consideration  part  or all of which shall be other than cash, the amount of the
consideration  therefor,  other  than  cash, shall be deemed to be the then Fair
Market  Value  (as  hereinafter  defined)  of  the  property  received.
(3)     Reclassification  of  Shares.  In  case  of  the  reclassification  of
        ----------------------------
securities  into  shares  of  Common Stock, the shares of Common Stock issued in
such  reclassification  shall  be deemed to have been issued for a consideration
other than cash.  Shares of Additional Common Stock issued by way of dividend or
other  distribution on any class of stock of the Company shall be deemed to have
been  issued  without  consideration.
(4)     Split  up  or  Combination  of  Shares.  In  case issued and outstanding
        --------------------------------------
shares  of Common Stock shall be subdivided or split up into a greater number of
shares  of  the  Common  Stock,  the  Conversion  Price shall be proportionately
decreased,  and  in  case issued and outstanding shares of Common Stock shall be
combined  into  a smaller number of shares of Common Stock, the Conversion Price
shall  be  proportionately increased, such increase or decrease, as the case may
be,  becoming effective at the time of record of the split-up or combination, as
the  case  may  be.
(5)     Exceptions.  The  term  "Additional  Common Stock" herein shall mean all
        ----------
shares  of  Common Stock hereafter issued by the Company (including Common Stock
held  in  the  treasury of the Company and any convertible security), except (i)
Common  Stock  issued upon the conversion of any of the Notes, (ii) Common Stock
issued  upon  the  conversion  of  the Company's currently outstanding preferred
stock,  or (iii) Common Stock issued to directors and officers of the Company at
Fair  Market  Value  in  lieu  of  cash  compensation.
(b)     Adjustment  for  Mergers,  Consolidations,  Etc.
        -----------------------------------------------
(1)     In  the  event of distribution to all Common Stock holders of any stock,
indebtedness of the Company or assets (excluding cash dividends or distributions
     from  retained  earnings) or other rights to purchase securities or assets,
this  Note  will be convertible into the kind and amount of securities, cash and
other  property  which  the  Holder  would  have been entitled to receive if the
Holder  owned the Common Stock issuable upon conversion of this Note immediately
prior  to  the  occurrence  of  such  event.

<PAGE>

(2)     In  case of any capital reorganization, reclassification of the stock of
the  Company  (other  than  a  change  in  par  value  or as a result of a stock
dividend,  subdivision,  split  up or combination of shares), this Note shall be
convertible  into  the kind and number of shares of stock or other securities or
property  of the Company to which the Holder would have been entitled to receive
if  the  Holder  owned  the  Common  Stock  issuable upon conversion of the Note
immediately  prior  to  the  occurrence  of  such  event.  The provisions of the
foregoing  sentence  shall  similarly  apply  to  successive  reorganizations,
reclassifications,  consolidations,  exchanges,  leases,  transfers  or  other
dispositions  or  other  share  exchanges.
(3)     The  term  "Fair Market Value," as used herein, is the value ascribed to
consideration  other  than  cash  as determined by the Board of Directors of the
Company in good faith.  If the Board of Directors shall be unable to agree as to
such Fair Market Value or the Holder disagrees with such determination, then the
issue  of Fair Market Value shall be submitted to arbitration under and pursuant
to  the  rules  and regulations of the American Arbitration Association, and the
decision  of the arbitrators shall be final, conclusive and binding, and a final
judgment  may be entered thereon; provided, however, that such arbitration shall
be  limited  to  determination  of  the  Fair Market Value of assets tendered in
consideration  for  the  issue  of  Common  Stock.
(c)     Notice  of  Adjustment.  (A)  In  the event the Company shall propose to
        ----------------------
take any action which shall result in an adjustment in the Conversion Price, the
     Company  shall  give  notice  to the Holder, which notice shall specify the
record  date,  if  any,  with  respect to such action and the date on which such
action is to take place.  Such notice shall be given on or before the earlier of
twenty  (20)  days before the record date or the date which such action shall be
taken.  Such  notice  shall  also  set  forth  all  facts  (to the extent known)
material  to  the  effect of such action on the Conversion Price and the number,
kind  or  class  of  shares  or  other  securities  or  property  which shall be
deliverable  or  purchasable  upon  the occurrence of such action or deliverable
upon  conversion  of this Note. (B) Following completion of an event wherein the
Conversion  Price  shall  be adjusted, the Company shall furnish to the Holder a
statement, signed by the Principal Executive or Financial Officer of the Company
of  the  facts  creating  such  adjustment and specifying the resultant adjusted
Conversion  Price  then  in  effect.
7.     Reservation  of Shares.  Company warrants and agrees that it shall at all
       ----------------------
times  reserve  and  keep  available,  free  from  preemptive rights, sufficient
authorized  and  unissued  shares  of  Common Stock to effect conversion of this
Note.
8.     Events  of  Default.  "Event of Default," wherever used herein, means any
       -------------------
one  of the following events and the continuance of such event or breach (unless
otherwise stated) for a period of thirty (30) days after there has been given to
Company  a  written  notice,  by  registered  or certified mail, specifying such
default  or breach, stating that such notice is a "Notice of Default" hereunder,
and  requiring  it  to  be  remedied:
(a)     default  in  the  payment of the principal or interest on this Note when
such  principal  or  interest  becomes  due  and  payable;

<PAGE>

(b)     default  in the performance of any covenant made by Company in this Note
or  (other  than  a  default in the performance of a covenant specifically dealt
with  elsewhere  in  this  Section);
(c)     the entry by a court having jurisdiction in the premises of (i) a decree
     or  order  for  relief  in respect of the Company in an involuntary case or
proceeding  under  any  applicable  federal  or  state  bankruptcy,  insolvency,
reorganization  or  other  similar  law  or (ii) a decree or order adjudging the
Company  a  bankrupt  or  insolvent,  or  approving as properly filed a petition
seeking  reorganization, arrangement, adjustment or composition of or in respect
of  the  Company  under  any  applicable  federal  or state law, or appointing a
custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator  or  other
similar  official  of  the Company or of any substantial part of the property of
the  Company  or  ordering  the  winding up or liquidation of the affairs of the
Company  and  the  continuance of any such decree or order of relief or any such
other  decree  or  order  unstayed  and  in  effect  for a period of thirty (30)
consecutive  days;  or
(d)     the  commencement by the Company of a voluntary case or proceeding under
any  applicable federal or state bankruptcy, insolvency, reorganization or other
similar  law  or of any other case or proceeding to be adjudicated a bankrupt or
insolvent,  or  the  filing  by  any  of them of a petition or answer or consent
seeking  reorganization  or relief under any applicable federal or state law, or
the  making by any of them of an assignment for the benefit of creditors, or the
admission  by any of them in writing of its inability to pay its debts generally
as  they  become  due.
9.     Remedies.  In  addition  to  any  remedies  available  under the Security
       --------
Agreement and subject to the terms hereof, by a notice in writing to the Company
     and,  upon any such declaration, this Note shall become immediately due and
payable  if an Event of Default occurs and is continuing, and in every such case
the  Holder  may  declare  the  principal and interest on the Note to be due and
payable  immediately.
10.     Covenants.
        ---------
(a)     -Payment  of  Principal and Accrued Interest.  The Company will duly and
         -------------------------------------------
punctually pay or cause to be paid the principal sum of this Note, together with
     interest  accrued  thereon  from the date hereof to the date of payment, in
accordance  with  the  terms  hereof.
(b)     -Use  of  Proceeds.  The  Company  shall  use the proceeds received from
         -----------------
Holder  pursuant  to  the  terms  of  this Note for payment of accounts payable,
antimony  inventory,  purchase  of  mine equipment, including shaker screens and
associated  equipment,  and  zeolite  mine  infrastructure.
(c)     -Mergers  and  Acquisitions.  Company  will  not  dissolve,  liquidate,
         --------------------------
consolidate  or  merger with or sell or transfer all or substantially all of its
assets  to  any Person, unless, in regard to any of the foregoing and so long as
no  Event  of Default then exists, the Company or any of its Subsidiaries is the
surviving  or  acquiring  party.

<PAGE>

(d)     -Senior  Debt.  Company  will  not  incur any future senior indebtedness
         ------------
without the prior written consent of the holder of the Note which approval shall
not  be  unreasonably  withheld.
11.     Miscellaneous.
        -------------
(a)     Collection Fees.  If this Note is placed in the hands of an attorney for
        ---------------
     collection,  and if it is collected through any legal proceedings at law or
in equity or in bankruptcy, receivership or other court proceedings, the Company
hereby undertakes to pay all costs and expenses of collection including, but not
limited  to,  court  costs  and  the  reasonable  attorney's fees of the Holder.
(b)     Consent  to  Amendments.  This  Note may be amended, and the Company may
        -----------------------
take any action herein prohibited, or omit to perform any act herein required to
     be  performed  by  it,  if and only if the Company shall obtain the written
consent  to  such amendment, action or omission to act from the Holder; provided
that  no such consent shall vary the payment terms or interest terms of the Note
without  the  consent  of  the Holder, and provided further that if this Note is
held  of  record  by  more  than one Holder, any consent to be obtained from the
Holder(s)  or  amendment  hereto shall be deemed to have been completed upon the
approval by the Holders of 51% of the then outstanding principal balance of this
Note.
(c)     Benefits  of Note.  Nothing in this Note, express or implied, shall give
        -----------------
to  any  Person,  other  than  the Company, the Holder, and their successors and
assigns,  any  benefit or any legal or equitable right, remedy or claim under or
in  respect  of  this  Note.
(d)     Successors  and  Assigns.  All  covenants  and  agreements  in this Note
        ------------------------
contained  by or on behalf of the Company shall bind and inure to the benefit of
the  respective  successors  and  assigns  of  the  Company.
(e)     Restrictions  on  Transfer.  Subject  to the provisions of this Section,
        --------------------------
this  Note is transferable in the same manner and with the same effect as in the
case  of  a  negotiable  instrument payable to a specified person.  The Company,
however,  may  treat  the  registered  holder hereof as the owner hereof for all
purposes until this Note shall have been surrendered for transfer as hereinafter
provided.  Upon surrender of this Note duly executed by the Holder hereof or his
agent  or attorney, the Company shall execute and deliver a new Note in the name
of  the  assignee  or  assignees  and  in  the  denominations  specified in such
instrument  of  assignment,  and  this  Note  shall  promptly  be  canceled.
     This  Note is not transferable directly or indirectly, in whole or in part,
except  in  the  case  of  any  such  transfer  (a)  that  is in compliance with
applicable  federal and state securities laws, including but not limited to, the
Securities  Act  of  1933, as amended, and (b) for which the Company is provided
with  an  opinion  of  counsel  to  the  Holder,  reasonably satisfactory to the
Company,  to  the  effect  that such transfer is not in violation of any of said
securities  laws.
(f)     Notice;  Address  of  Parties.  Except  as  otherwise  provided,  all
        -----------------------------
communications  to the Company or the Holder of this Note provided for herein or
with  reference
<PAGE>

 to this Note shall be deemed to have been sufficiently given or
served for all purposes: when delivered by hand if personally delivered; one (1)
     business  day  after being deposited with an overnight courier addressed to
the  appropriate  address as set forth on the signature page to this Note; three
(3)  business days after being sent as certified or registered mail, postage and
charges  prepaid,  to the appropriate address as set forth on the signature page
to  this  Note.
(g)     Separability  Clause.  In  case  any  provision  in  this  Note shall be
        --------------------
invalid,  illegal  or  unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions in such jurisdiction shall not in
     any way be affected or impaired thereby provided such construction does not
destroy  the  essence  of  the  bargain  provided  for  hereunder.
(H)     GOVERNING  LAW.  THIS  NOTE  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED IN
        --------------
ACCORDANCE  WITH,  THE  INTERNAL LAWS OF THE STATE OF MONTANA (WITHOUT REGARD TO
PRINCIPLES  OF  CHOICE  OF  LAW).
(i)     Usury.  It is the intention of the parties hereto to conform strictly to
        -----
the  applicable  laws  of the State of Montana and the United States of America,
and  judicial  or  administrative  interpretations  or  determinations  thereof
regarding  the  contracting for, charging and receiving of interest for the use,
forbearance,  and  detention of money.  The Holder shall have no right to claim,
charge  or  receive  any  interest in excess of the maximum rate of interest, if
any,  permitted  to  be  charged  on  that  portion  of  the amount representing
principal  which  is  outstanding  and  unpaid  from  time to time by applicable
Montana  or  federal law.  Determination of the rate of interest for the purpose
of  determining whether this Note is usurious under applicable law shall be made
by  amortizing,  prorating,  allocating  and spreading in equal parts during the
period  of the actual time of this Note, all interest or other sums deemed to be
interest  at  any  time  contracted for, charged or received from the Company in
connection  with this Note.  Any interest contracted for, charged or received in
excess of the maximum rate allowed by applicable law shall be deemed a result of
a  mathematical  error  and a mistake; if this Note is paid in part prior to the
end  of  the  full  stated  term  of this Note and the interest received for the
actual  period  of  existence  of  this Note exceeds the maximum rate allowed by
applicable  law,  the  holder  shall credit the amount of the excess against any
amount  owing  under this Note or, if this Note has been paid in full, or in the
event that it has been accelerated prior to maturity, the Holder shall refund to
the  Company  the  amount of such excess, and shall not be subject to any of the
penalties  provided by applicable law for contracting for, charging or receiving
interest  in  excess  of  the  maximum rate allowed by applicable law.  Any such
excess  which  is  unpaid  shall  be  canceled.

     IN WITNESS WHEREOF, the undersigned Company has caused this Note to be duly
issued  and  executed  on  the  Date  of  Issue  as  stated  above.
<PAGE>


                                  United  States  Antimony  Corporation


                                  By:/s/ John C. Lawrence
                                     ----------------------------------
Address  for  Notice:
- ---------------------
To  the  Company:
P.  O.  Box  643                  By:----------------------------------
Thompson  Falls,  Montana  59873
Attention:  John  C.  Lawrence

<PAGE>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>

                                                     HAYNES AND BOONE, LLP DRAFT
                                                               DECEMBER 20, 2003


                    PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT
     THIS PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (this "SECURITY AGREEMENT")
is  executed  as  of  December 22, 2003 by UNITED STATES ANTIMONY CORPORATION, a
Montana  corporation  (the  "COMPANY"), whose address is P. O. Box 643, Thompson
Falls,  Montana  59873,  in  favor  of  the  Holder (the "SECURED PARTY") of the
Company's  10% Secured Convertible Notes due December 22, 2007 (the "NOTES"), at
the  address  as  set  forth  on  the  signature  page  of  the  Note.
                             PRELIMINARY STATEMENTS
                             ----------------------
     WHEREAS,  the  Company,  Bear River and the Secured Party have entered into
that  certain  Note  Purchase Agreement dated as of the date hereof (as renewed,
extended, amended or restated from time to time, the "NOTE PURCHASE AGREEMENT");
WHEREAS,  in  connection with the Note Purchase Agreement, the Secured Party has
purchased  from  the  Company  a Note executed by the Company and payable to the
order  of Secured Party in an aggregate original principal amount of Two Hundred
Fifty  Thousand  and  No/100s  Dollars  ($250,000.00);  and
WHEREAS,  the  obligations  of  the  Secured Party under the Notes and the other
documents, instruments and agreements entered into in connection therewith or in
connection  with  the  Note Purchase Agreement (collectively, the "NOTE PURCHASE
DOCUMENTS") are conditioned upon, among other things, the execution and delivery
of  this  Security  Agreement  by  the  Company.
                                    AGREEMENT
                                    ---------
     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein  and for other valuable consideration, the receipt and adequacy of
which  are  hereby  acknowledged,  the  Company  hereby  agrees,  as  follows:
1.     REFERENCE  TO  NOTES.  The terms, conditions, and provisions of the Notes
are  incorporated herein by reference, the same as if set forth herein verbatim,
which  terms,  conditions, and provisions shall continue to be in full force and
effect  hereunder until the Obligation (as defined herein) is paid and performed
in  full.
2.     CERTAIN  DEFINITIONS.  Unless  otherwise  defined  herein, or the context
hereof  otherwise  requires, each term defined in either the Notes or in the UCC
is  used in this Security Agreement with the same meaning; provided that, if the
definition  given  to such term in the Notes conflicts with the definition given
to  such  term  in  the  UCC,  the Notes' definition shall control to the extent
legally  allowable; and if any definition given to such term in Chapter 9 of the
UCC conflicts with the definition given to such term in any other chapter of the
UCC,  the  Chapter  9  definition  shall prevail.  As used herein, the following
terms  have  the  meanings  indicated:
     "BEAR  RIVER"  means  Bear  River Zeolite Company, an Idaho corporation and
wholly-owned  subsidiary  of  the  Company.

Pledge, Assignment & Security Agreement.doc         1         Security Agreement

<PAGE>
                                                     HAYNES AND BOONE, LLP DRAFT
                                                               DECEMBER 20, 2003

"COLLATERAL"  has  the  meaning  set  forth  in  PARAGRAPH  4  hereof.
"EVENT  OF  DEFAULT"  has  the  meaning  set  forth  in  the  Notes.
"OBLIGATION"  means,  collectively,  (a)  the indebtedness of the Company to the
Secured  Parties  evidenced by the Notes, and (b) all indebtedness, liabilities,
and  obligations  of  the  Company arising under this Security Agreement and any
other  agreement  executed  by  the  Company  in  favor  of the Secured Parties.
"RIGHTS"  means  all  rights,  remedies,  powers,  privileges,  or  benefits.
"SECURITY  INTEREST"  means  the  security  interest  granted and the pledge and
assignment  made  under  PARAGRAPH  3  hereof.
"UCC" means the Uniform Commercial Code, including each such provision as it may
subsequently  be  renumbered,  as  enacted  in  the  Texas  or  other applicable
jurisdiction,  as  amended  at  the  time  in  question.
3.     SECURITY  INTEREST.  In order to secure the full and complete payment and
performance of the Obligation when due, the Company hereby grants to the Secured
Party a first-priority Security Interest in all of the Company's Rights, titles,
and  interests in and to the Collateral and pledges, collaterally transfers, and
assigns  the  Collateral to the Secured Party, all upon and subject to the terms
and  conditions  of  this Security Agreement.  Such Security Interest is granted
and  pledge  and  assignment are made as security only and shall not subject the
Secured  Party to, or transfer or in any way affect or modify, any obligation of
the  Company  with respect to any of the Collateral or any transaction involving
or  giving  rise  thereto.
4.     COLLATERAL.  As  used  herein,  the  term  "COLLATERAL"  means all of the
issued  and  outstanding  capital  stock  in  Bear  River.
5.     REPRESENTATIONS  AND  WARRANTIES.  The Company represents and warrants to
the  Secured  Party  that:
     (A)     BINDING  OBLIGATION/ PERFECTION.  This Security Agreement creates a
legal,  valid, and binding lien in and to the Collateral in favor of the Secured
Party  and enforceable against the Company.  Upon the delivery of the Collateral
to  the  Secured  Party,  the Security Interest in that Collateral will be fully
perfected  and  the  Security  Interest will constitute a first-priority lien on
such  Collateral.  Other  than  the  Financing  Statements  with respect to this
Security  Agreement,  there  are  no  other  financing  statements  covering the
Collateral.  The  creation of the Security Interest does not require the consent
of  any  Person  that  has  not  been  obtained.
(B)     GOVERNMENTAL AUTHORITY.  No authorization, approval, or other action by,
and  no  notice to or filing with, any governmental authority is required either
for  the  pledge  by  the  Company  of  the Collateral pursuant to this Security
Agreement  or  for  the  execution,  delivery,  or  performance of this Security
Agreement  by  the  Company.
(C)     LIENS.  The  Company  owns  the  Collateral free and clear of all liens.

Pledge, Assignment & Security Agreement.doc         2         Security Agreement

<PAGE>

                                                     HAYNES AND BOONE, LLP DRAFT
                                                               DECEMBER 20, 2003

6.     COVENANTS.  Until  the  Obligation  is  paid  and  performed in full, the
Company  covenants  and  agrees  with  the  Secured Party that the Company will:
     (A)     NOTES.  Comply  with,  perform,  and  be bound by all covenants and
agreements  in  the  Notes  that  are  applicable  to  it,  its  assets,  or its
operations,  each  of  which  is  hereby  ratified  and  confirmed.
(B)     NOTICES.  (i)  Except  as may be otherwise expressly permitted under the
terms  of  the Notes, promptly notify the Secured Party of (A) any change in any
fact  or  circumstances  represented or warranted by the Company with respect to
the  Collateral  or  Obligation,  (B) any claim, action, or proceeding affecting
title  to  the  Collateral  or  the Security Interest and, at the request of the
Secured  Party,  appear in and defend, at the Company's expense, any such action
or  proceeding,  and  (C)  the  occurrence  of  any  other  event  or  condition
(including,  without  limitation, matters as to lien priority) that could have a
material  adverse  effect  on  the  Collateral  or the Security Interest created
hereunder;  and  (ii)  give  the  Secured  Party thirty (30) days written notice
before  any  proposed (A) relocation of its principal place of business or chief
executive  office, (B) change of its name, identity, or corporate structure, and
(C)  change of its jurisdiction of organization or organizational identification
number,  as  applicable.  Prior  to  making  any  of the changes contemplated in
clause (ii) preceding, the Company shall execute and deliver all such additional
documents  and  perform  all  additional  acts as the Secured Party, in its sole
discretion,  may  request  in  order  to  continue or maintain the existence and
priority  of  the  Security  Interests  in  all  of  the  Collateral.
(C)     CONTROL.  Execute  all  documents  and  take  any action required by the
Secured  Party in order for the Secured Party to obtain "control" (as defined in
the  UCC)  with  respect  to  the  Collateral.
(D)     FURTHER  ASSURANCES.  At  the  Company's expense and the Secured Party's
request,  before or after an Event of Default or event which, with the giving of
notice  or the passage of time, or both, would constitute an Event of Default (a
"POTENTIAL  DEFAULT"),  (i) file or cause to be filed such applications and take
such  other  actions  as  the Secured Party may request to obtain the consent or
approval  of any governmental authority to the Secured Party's Rights hereunder,
including,  without  limitation,  the  Right  to sell all the Collateral upon an
Event  of  Default  or  Potential Default without additional consent or approval
from  such  governmental  authority  (and,  because  the Company agrees that the
Secured  Party's  remedies at law for failure of the Company to comply with this
provision  would  be  inadequate  and  that such failure would not be adequately
compensable  in damages, the Company agrees that its covenants in this provision
may  be  specifically  enforced);  (ii)  from  time to time promptly execute and
deliver  to  the  Secured  Party  all  such  other  assignments,  certificates,
supplemental  documents,  and  financing  statements,  and  do all other acts or
things  as  the  Secured  Party  may  reasonably  request in order to more fully
create,  evidence,  perfect, continue, and preserve the priority of the Security
Interest  and  to carry out the provisions of this Security Agreement; and (iii)
pay  all  filing  fees  in  connection  with  any  financing,  continuation,  or
termination  statement  or  other  instrument  with  respect  to  the  Security
Interests.
(E)     ENCUMBRANCES.  Not  create, permit, or suffer to exist, and shall defend
the  Collateral  against,  any  lien or other encumbrance on the Collateral, and
shall  defend  the

Pledge, Assignment & Security Agreement.doc         3         Security Agreement

<PAGE>

                                                     HAYNES AND BOONE, LLP DRAFT
                                                               DECEMBER 20, 2003

Company's  Rights  in the Collateral and the Secured Party's
Security  Interest  in  the  Collateral  against  the  claims and demands of all
Persons.  The Company shall do nothing to impair the Rights of the Secured Party
in  the  Collateral.
7.     DEFAULT; REMEDIES.  If an Event of Default exists, the Secured Party may,
at its election (but subject to the terms and conditions of the Notes), exercise
any  and  all  Rights available to a secured party under the UCC, in addition to
any  and  all other Rights afforded under the Notes, this Security Agreement, at
law,  in  equity,  or  otherwise.
8.     POWER  OF  ATTORNEY.  The  Company  hereby  irrevocably  constitutes  and
appoints  the Secured Party and any officer or agent thereof, with full power of
substitution,  as  its  true  and  lawful attorney-in-fact with full irrevocable
power and authority in the name of the Company or in its own name, to take after
the  occurrence  and  during the continuance of an Event of Default, or upon the
occurrence  of a set of facts or circumstances that with the passage of time are
likely  to  result in an Event of Default, and from time to time thereafter, any
and  all  action  and  to execute any and all documents and instruments that the
Secured  Party at any time and from time to time deems necessary or desirable to
accomplish the purposes of this Security Agreement.  This power of attorney is a
power  coupled  with  an  interest  and shall be irrevocable.  The Secured Party
shall  be  under  no  duty  to  exercise  or withhold the exercise of any of the
Rights,  powers,  privileges, and options expressly or implicitly granted to the
Secured  Party  in  this  Security  Agreement,  and  shall not be liable for any
failure  to  do  so or any delay in doing so.  Neither the Secured Party nor any
Person  designated  by either of them shall be liable for any act or omission or
for any error of judgment or any mistake of fact or law.  This power of attorney
is  conferred  on  the  Secured Party solely to protect, preserve, maintain, and
realize  upon  the  Secured  Party's  Security  Interest in the Collateral.  The
Secured  Party  shall  not  be  responsible  for any decline in the value of the
Collateral  and  shall  not  be  required  to  take any steps to preserve rights
against  prior  parties  or  to protect, preserve, or maintain any lien given to
secure  the  Collateral.
9.     RIGHTS  AS  STOCKHOLDER.  While  the  Collateral  is  held by the Secured
Party,  such shares shall be issued and outstanding shares of Bear River for all
corporate  purposes,  and  the Company shall have all the rights of shareholders
with  respect  to such shares, including the right to notice of, and to vote at,
meetings  and  the  right  to  receive  the  dividends  declared by the board of
directors  of  Bear  River  with  respect to such shares.  Cash dividends on the
shares  held  as Collateral shall be paid to the Company directly by Bear River.
All  shares  distributed as a result of any stock dividend, stock split or to be
distributed  in  connection with any recapitalization or reorganization shall be
delivered  to  the  Secured  Party and held as Collateral in accordance with the
terms  of  this  Agreement.
10.     MISCELLANEOUS.
     (A)     CONTINUING  SECURITY  INTEREST.  This  Security Agreement creates a
continuing  security  interest  in  the  Collateral and shall (i) remain in full
force  and effect until the payment in full of the Obligation; and (ii) inure to
the  benefit  of  and  be  enforceable by the Secured Party, and its successors,
transferees,  and assigns.  Until payment in full of the obligation, the Company
shall be entitled to the return, upon its request and at its expense, of such of
the  Collateral as shall not have been sold or otherwise applied pursuant to the
terms  hereof.

Pledge, Assignment & Security Agreement.doc         4         Security Agreement

<PAGE>
                                                     HAYNES AND BOONE, LLP DRAFT
                                                               DECEMBER 20, 2003

(B)     TERM.  Upon  full  and  final payment and performance of the Obligation,
this  Security  Agreement shall thereafter terminate upon receipt by the Secured
Party  of  the  Company's  written  notice  of  such  termination.
(C)     ACTIONS  NOT  RELEASES.  The  Security  Interest  and  the  Company's
obligations  and  the  Secured  Party's  Rights hereunder shall not be released,
diminished, impaired, or adversely affected by the occurrence of any one or more
of  the  following  events: (i) the taking or accepting of any other security or
assurance  for  any  or  all  of  the  Obligation;  (ii) any release, surrender,
exchange,  subordination,  or  loss  of  any  security  or assurance at any time
existing in connection with any or all of the Obligation; (iii) the modification
of,  amendment  to,  or  waiver of compliance with any terms of any of the other
Note  Purchase  Documents  without  the  notification or consent of the Company,
except  as  required  therein  (the  Right to such notification or consent being
herein  specifically waived by the Company); (iv) the insolvency, bankruptcy, or
lack of corporate or trust power of any party at any time liable for the payment
of  any  or  all of the Obligation, whether now existing or hereafter occurring;
(v) any renewal, extension, or rearrangement of the payment of any or all of the
Obligation,  either  with or without notice to or consent of the Company, or any
adjustment,  indulgence, forbearance, or compromise that may be granted or given
by the Secured Party to the Company; (vi) any neglect, delay, omission, failure,
or  refusal  of  the Secured Party to take or prosecute any action in connection
with  any  other  agreement,  document,  guaranty,  or  instrument  evidencing,
securing,  or  assuring  the  payment of all or any of the Obligation; (vii) any
failure of the Secured Party to notify the Company of any renewal, extension, or
assignment  of  the  Obligation  or  any  part  thereof,  or  the release of any
Collateral  or  other  security,  or of any other action taken or refrained from
being  taken  by  the  Secured  Party  against  the Company or any new agreement
between  or  among  the  Secured Party and the Company, it being understood that
except  as expressly provided herein, the Secured Party shall not be required to
give  the Company any notice of any kind under any circumstances whatsoever with
respect  to or in connection with the Obligation, including, without limitation,
notice of acceptance of this Security Agreement or any Collateral ever delivered
to  or  for  the  account of the Secured Party hereunder; (viii) the illegality,
invalidity, or unenforceability of all or any part of the Obligation against any
party  obligated with respect thereto by reason of the fact that the Obligation,
or  the  interest  paid  or  payable  with  respect  thereto, exceeds the amount
permitted  by  law,  the act of creating the Obligation, or any part thereof, is
ultra  vires,  or  the  officers,  partners,  or trustees creating same acted in
excess  of  their  authority, or for any other reason; or (ix) if any payment by
any  party  obligated  with  respect  thereto is held to constitute a preference
under  applicable  laws or for any other reason the Secured Party is required to
refund  such  payment  or  pay  the  amount  thereof  to  someone  else.
(D)     WAIVERS.  Except to the extent expressly otherwise provided herein or in
the  Notes  and  to  the fullest extent permitted by applicable law, the Company
waives  (i)  any Right to require the Secured Party to proceed against any other
Person,  to  exhaust  the Secured Party's Rights in Collateral, or to pursue any
other  Right  which  the  Secured  Party  may have; and (ii) with respect to the
Obligation,  presentment  and demand for payment, protest, notice of protest and
nonpayment,  and  notice  of  the  intention  to  accelerate.
(E)     FINANCING STATEMENT; AUTHORIZATION.  The Secured Party shall be entitled
at  any time to file this Security Agreement or a carbon, photographic, or other
reproduction  of  this  Security  Agreement,  as  a financing statement, but the
failure  of  the  Secured  Party  to  do  so

Pledge, Assignment & Security Agreement.doc         5         Security Agreement

<PAGE>

                                                     HAYNES AND BOONE, LLP DRAFT
                                                               DECEMBER 20, 2003

shall  not  impair the validity or
enforceability  of  this  Security  Agreement.  The  Company  hereby irrevocably
authorizes  the  Secured  Party at any time and from time to time to file in any
UCC  jurisdiction  any  initial  financing  statements  and  amendments  thereto
(without  the requirement for the Company's signature thereon) that (i) indicate
the  Collateral  and (ii) contain any other information required by Article 9 of
the  UCC  of the state or such jurisdiction for the sufficiency or filing office
acceptance  of  any  financing  statement  or  amendment,  including whether the
Company  is  an  organization,  the  type  of organization, and any organization
identification  number  issued  to  the  Company.
(F)     AMENDMENTS.  This  Security  Agreement  may  be  amended  only  by  an
instrument in writing executed jointly by the Company and the Secured Party, and
supplemented  only  by documents delivered or to be delivered in accordance with
the  express  terms  hereof.
(G)     MULTIPLE COUNTERPARTS.  This Security Agreement may executed in a number
of  identical  counterparts,  each  of which shall be deemed an original for all
purposes  and  all  of  which  constitute,  collectively, one agreement; but, in
making proof of this Security Agreement, it shall not be necessary to produce or
account  for  more  than  one  such  counterpart.
(H)     PARTIES  BOUND; ASSIGNMENT.  This Security Agreement shall be binding on
the  Company  and  the  Company's  heirs, legal representatives, successors, and
assigns  and  shall  inure  to  the benefit of the Secured Party and the Secured
Party's  successors and assigns.  The Company may not, without the prior written
consent  of  the  Secured  Party,  assign  any  Rights,  duties,  or obligations
hereunder.
(I)     GOVERNING LAW.   THE SUBSTANTIVE LAWS OF THE STATE OF IDAHOAPPLICABLE TO
        -------------
AGREEMENTS  MADE  AND  TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT TO THE
EXTENT  THE  LAWS  OF  ANOTHER  JURISDICTION  GOVERN  THE  CREATION, PERFECTION,
VALIDITY,  OR  ENFORCEMENT  OF  LIENS  UNDER  THIS  SECURITY  AGREEMENT, AND THE
APPLICABLE  FEDERAL  LAWS  OF  THE  UNITED  STATES  OF AMERICA, SHALL GOVERN THE
VALIDITY,  CONSTRUCTION,  ENFORCEMENT  AND  INTERPRETATION  OF  THIS  SECURITY
AGREEMENT  AND  THE  NOTES.
                            [SIGNATURE PAGES FOLLOW]

Pledge, Assignment & Security Agreement.doc         6         Security Agreement


<PAGE>



     EXECUTED  as  of  the  date  first  stated  in this Pledge, Assignment, and
Security  Agreement.

UNITED  STATES  ANTIMONY  CORP.,
as  Company
                                                 ATTEST:                 (Seal)


By: /s/John C. Lawrence                          /s/ John C. Lawrence
    ------------------------------------        ------------------------------
     Name: John C. Lawrence                     Secretary/Assistant  Secretary
     Title: President                           of Company

                                                 John C. Lawrence
                                                 ------------------------------
                                                 Printed Name

Mailing  Address                                 WITNESSED:

P.  O.  Box  643                                 /s/Lee D. Martin
                                                 ------------------------------
Thompson  Falls,  Montana  59873                 Name: Lee D. Martin
                                                       ------------------------

                                                 /s/Michael J. Floersch
                                                 ------------------------------
                                                 Name: Michael J. Floersch
                                                       ------------------------

DELAWARE  ROYALTY  COMPANY,  INC.,
as  Secured  Party
                                                 ATTEST:                (Seal)


By:  /s/ Al Dugan
     ---------------------------------          ------------------------------

     Name: President                            Secretary/Assistant  Secretary
     Title: Delaware Royalty                    of  Company

                                                ------------------------------
                                                Printed  Name


Mailing  Address                                WITNESSED:

- ---------------------------                     ------------------------------
- ---------------------------                     Name: ------------------------

                                                ------------------------------
                                                Name:-------------------------


                          Security Agreement
                            Signature Page


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003



                             NOTE PURCHASE AGREEMENT
                                  BY AND AMONG
                       UNITED STATES ANTIMONY CORPORATION,
                           BEAR RIVER ZEOLITE COMPANY,
                                       AND
                         DELAWARE ROYALTY COMPANY, INC.


                            DATED: December 22, 2003




Note Purchase Agreement.doc                              NOTE PURCHASE AGREEMENT
<PAGE>

                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


                                TABLE OF CONTENTS
                                                                            Page
ARTICLE  1     DEFINITIONS                                                   4
1.1     Definitions                                                          4
ARTICLE  2     PURCHASE AND SALE OF NOTE AND CONVERSION OF NOTE INTO
               PREFERRED STOCK                                               7
2.1     Authorization  of  Notes                                             7
2.2     Sale  of  Notes                                                      7
ARTICLE  3     CLOSING                                                       8
3.1     Note  Closing                                                        8
3.2     Deliveries  at  Note  Closing                                        8
3.3     Conditions  of  Note  Closing                                        9
3.3     Conditions  of  Note  Closing                                       10
ARTICLE  4     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY           10
4.1     Corporate  Existence  and  Power                                    11
4.2     Authorization;  No  Contravention                                   11
4.3     No  Consent  or  Approval  Required                                 12
4.4     Binding  Effect                                                     12
4.5     Capitalization                                                      12
4.6     Financial  Information                                              13
4.7     Undisclosed  Liabilities                                            13
4.8     No  Defaults;  Contracts                                            13
4.9     Litigation                                                          14
4.10    Compliance.                                                         14
4.11    Intellectual  Property                                              15
4.12    Title  to  Properties                                               15
4.13    Tax  Matters                                                        16
4.14    ERISA  Matters.                                                     16
4.15    Labor  Matters                                                      17
4.16    Insurance                                                           17
4.17    Related  Transactions                                               17
4.18    Offering                                                            17
4.19    Investment  Company                                                 18
4.20     Broker's,  Finder's  or  Similar  Fees                             18
4.21     Environmental  Matters                                             18
4.22     Disclosure                                                         18
4.23     Absence  of  Certain  Changes                                      18
ARTICLE  5     REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASER         19
5.1     Existence  and  Power                                               19
5.2     Authorization;  No  Contravention                                   19
5.3     Governmental  Authorization;  Third  Party  Consents                19
5.4     Binding  Effect                                                     19
5.5     Purchase  for  Own  Account                                         20
5.6     Restricted  Securities                                              20
5.7     Accredited  Investor.                                               21
5.8     Broker's,  Finder's  or  Similar  Fees                              21

Note Purchase Agreement.doc          i                   NOTE PURCHASE AGREEMENT

<PAGE>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


5.10    Tax  Advisor                                                        21
ARTICLE  6     COVENANTS                                                    21
6.1     Notice  of  Certain  Events                                         21
6.2     Access  to  Records                                                 21
6.3     Financial  Statements                                               21
6.4     Payment  of  Obligations                                            23
6.5     Conduct  of  Business                                               23
6.6     Conduct  of  Business                                               23
ARTICLE  7     MISCELLANEOUS                                                23
7.1     Survival  of  Representations,  Warranties  and  Covenants          23
7.2     Notices                                                             23
7.3     Successors  and  Assigns;  Third  Party  Beneficiaries              24
7.4     Amendment  and  Waiver                                              24
7.5     Counterparts                                                        25
7.6     Headings                                                            25
7.7     Governing  Law                                                      25
7.8     Severability                                                        25
7.9     Entire  Agreement                                                   25
7.10     Publicity;  Confidentiality                                        25
7.11     Further  Assurances                                                26
7.12     Expenses                                                           26

Note Purchase Agreement.doc          ii                  NOTE PURCHASE AGREEMENT


<PAGE>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


                              EXHIBITS & SCHEDULES

EXHIBITS

A     Form  of  Convertible  Note
B     Security  Agreement
C     Form  of  Warrant

SCHEDULE  OF  PURCHASERS

COMPANY  DISCLOSURE  SCHEDULES




PURCHASER  DISCLOSURE  SCHEDULES





Note Purchase Agreement.doc          iii                 NOTE PURCHASE AGREEMENT




<PAGE>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


                             NOTE PURCHASE AGREEMENT
     This  Note Purchase Agreement (the "AGREEMENT") is hereby made on this 22nd
day  of  December,  2003,  by  and  among  United States Antimony Corporation, a
Montana  corporation  (the  "COMPANY"),  Bear  River  Zeolite  Company, an Idaho
corporation  and  wholly-owned  subsidiary  of  the  Company ("BEAR RIVER"), and
Delaware  Royalty  Company,  Inc., a DELAWARE corporation (the "PURCHASER"). The
Company,  Bear  River  and  the  Purchaser  are  each a "PARTY" and together are
"PARTIES"  to  this  Agreement.
                             PRELIMINARY STATEMENTS
                             ----------------------
     The  Company  desires to issue and sell to the Purchaser, and the Purchaser
desires  to  purchase  and  accept that certain 10% Secured Convertible Note due
December  22,  2007  (the  "NOTE")  in substantially the form attached hereto as
EXHIBIT  A  all  in  accordance with the terms and subject to the conditions set
forth  in  this  Agreement.
                                    AGREEMENT
                                    ---------
     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein  and  for  other  good and valuable consideration, the receipt and
adequacy  of  which  is  hereby  acknowledged,  the  Company, Bear River and the
Purchasers  hereby  agree  as  follows:
1.     DEFINITIONS.
     1.1     DEFINITIONS.  As  used  in  this  Agreement, and unless the context
requires  a  different meaning, the following terms have the meanings indicated:
"AGREEMENT"  means  this  Agreement  as  the same may be amended supplemented or
modified  in  accordance  with  SECTION  7.4(B)  of  this  Agreement.
"BALANCE  SHEET"  has  the  meaning  set forth in SECTION 4.6 of this Agreement.
"BEAR  RIVER"  has  the  meaning  set  forth  in the Preamble to this Agreement.
"BUSINESS DAY" means any day other than a Saturday, Sunday or other day on which
commercial  banks  in  the  State  of Texas are authorized or required by law or
executive  order  to  close.
"BUSINESS  PLAN" has the meaning set forth in SECTION 4.11(A) of this Agreement.
"CAPITAL  STOCK"  means,  with  respect  to  any  Person,  any  and  all shares,
interests,  participations,  rights in, or other equivalents (however designated
and  whether  voting  or non-voting) of, such Person's capital stock and any and
all  rights,  warrants  or  options  exchangeable  for  or convertible into such
capital  stock  (but  excluding  any  debt  security that is exchangeable for or
convertible  into  such  capital  stock).
"CLAIMS"  means  actions,  suits,  proceedings,  claims,  complaints,  disputes,
arbitrations  or  investigations.

Note Purchase Agreement.doc          4                   NOTE PURCHASE AGREEMENT


<PAGE>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


"CLOSING"  has  the  meaning  set  forth  in  SECTION  3.1  of  this  Agreement.
"CLOSING  DATE"  has  the  meaning  set  forth in SECTION 3.1 of this Agreement.
"CODE"  means  the  Internal  Revenue Code of 1986, as amended, or any successor
statute  thereto.
"COLLATERAL"  has  the  meaning  set  forth  in  the  Security  Agreement.
"COMMON  STOCK"  means the Company's common stock, par value $0.01 per share, or
any  other capital stock of the Company into which such stock is reclassified or
reconstituted.
"COMPANY"  has  the  meaning  set  forth  in  the  preamble  to  this Agreement.
"CONDITION  OF  BEAR  RIVER"  means the assets, business, properties, prospects,
operations  or  financial  condition  of  Bear  River,  taken  as  a  whole.
"CONDITION  OF  THE  COMPANY" means the assets, business, properties, prospects,
operations  or  financial  condition  of  the  Company,  taken  as  a  whole.
"CONDITION  OF THE PURCHASER" means the assets, business, properties, prospects,
operations  or  financial  condition  of  the  Purchaser,  taken  as  a  whole.
"CONTRACT"  means  any  agreement,  contract, obligation, promise or undertaking
(whether  written  or  oral  and whether express or implied) between the Company
and/or  Bear  River, as the case may be, and any Person that is legally binding.
"CONTRACTUAL  OBLIGATIONS" means as to any Person, any provision of any security
issued  by  such  Person  or of any agreement, undertaking, contract, indenture,
mortgage,  deed  of trust or other instrument to which such Person is a party or
by  which  it  or  any  of  its  property  is  bound.
"EMPLOYEE  BENEFIT  PLAN"  means  any  deferred  compensation,  pension,  profit
sharing,  stock  option,  stock purchase, savings, group insurance or retirement
plan,  and  all vacation pay, severance pay, incentive compensation, consulting,
bonus  and  other  employee  benefit  or  fringe  benefit  plans or arrangements
maintained  by  the Company or any Person that is included with the Company in a
controlled group or affiliated service group under Sections 414(b), (c), (m), or
(o)  of  the  Code (an "ERISA Affiliate") (including, without limitation, health
insurance,  life  insurance  and  other  benefit  plans maintained for retirees)
within the previous six plan years or with respect to which contributions are or
were (within such six year period) made or required to be made by the Company or
any  ERISA  Affiliate  or  with  respect to which the Company has any liability.
"ENVIRONMENTAL  EVENT"  has  the  meaning  set  forth  in  SECTION  4.21 of this
Agreement.
"ERISA" means the Employment Retirement Income Security Act of 1974, as amended,
and  the  rules  and  regulations  promulgated  thereunder.
"ERISA AFFILIATE" has the meaning set forth above under "Employee Benefit Plan."

Note Purchase Agreement.doc          5                   NOTE PURCHASE AGREEMENT


<PAGE>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003

"FINANCIAL  STATEMENTS"  has  the  meaning  set  forth  in  SECTION  4.6 of this
Agreement.
"GAAP"  means  generally  accepted accounting principles in the United States in
effect  from  time  to  time.
"GOVERNMENTAL  AUTHORITY"  means  the  government  of  any  nation, state, city,
locality  or  other  political  subdivision  thereof,  any  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining  to  government,  and  any  corporation  or  other  entity  owned  or
controlled,  through  stock  or  capital  ownership  or otherwise, by any of the
foregoing.
"INTELLECTUAL PROPERTY RIGHTS" has the meaning set forth in SECTION 4.11 of this
Agreement.
"IRS"  means  the  Internal  Revenue  Service.
"LEGAL  EXPENSES"  means  the legal expenses of Purchaser payable to its counsel
Haynes  and  Boone, LLP, which is payable by Purchaser out of the Purchase Price
at  closing.
"LIEN"  means  any  mortgage,  deed of trust, pledge, hypothecation, assignment,
encumbrance,  lien  (statutory or other) or preference, priority, right or other
security  interest  or preferential arrangement of any kind or nature whatsoever
(excluding  preferred  stock and equity related preferences), including, without
limitation, those created by, arising under or evidenced by any conditional sale
or  other  title retention agreement, the interest of a lessor under any capital
lease,  or  any financing lease having substantially the same economic effect as
any  of  the  foregoing.
"NOTE"  has  the  meaning  set  forth  in  the  preamble  to  this  Agreement.
"ORDER"  means,  as to any Person, any judgment, injunction, writ, award, decree
or  order  of  any  nature of any Governmental Authority against or binding upon
such  Person.
"PERSON"  means  any  individual,  firm,  corporation,  partnership,  trust,
incorporated  or unincorporated association, joint venture, joint stock company,
limited  liability  company, Governmental Authority or other entity of any kind,
and  shall  include  any  successor  (by  merger  or  otherwise) of such entity.
"PROPRIETARY  TECHNOLOGY"  has  the  meaning  set  forth in SECTION 4.11 of this
Agreement.
"PURCHASER"  has  the  meaning  set  forth  in  the  preamble to this Agreement.
"PURCHASE  PRICE"  has  the  meaning set forth in SECTION 2.2 of this Agreement.
"REQUIREMENTS  OF  LAW" means, as to any Person, any law, statute, treaty, rule,
regulation,  right,  privilege,  qualification,  license  or  franchise  or
determination  of  an  arbitrator  or a court or other Governmental Authority or
stock  exchange,  in  each case applicable or binding upon such Person or any of
its  property  or  to  which  such  Person  or any of its property is subject or
pertaining to any or all of the transactions contemplated or referred to in this
Agreement.

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


"REQUISITE  RIGHTS"  has  the  meaning  set  forth  in  SECTION  4.11(A) of this
Agreement.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and
regulations  promulgated  thereunder.
"SECURITY  AGREEMENT"  means  that  certain  Security  Agreement of an even date
herewith  by and among the Company and the Purchaser, attached hereto as EXHIBIT
B,  granting  the  Purchaser  a  security  interest  in  the  Collateral.
"STOCK  EQUIVALENTS"  means  any  security  or  obligation which is by its terms
convertible into or exchangeable for shares of Common Stock or any other Capital
Stock  or  securities  of  the  Company,  and  any  option,  warrant  or  other
subscription  or  purchase  right  with  respect  to  Common Stock or such other
Capital  Stock  or  securities.
"SUBSIDIARIES"  of  a corporation means each Person as to which such corporation
directly  or  indirectly  owns  or  has  the  power  to  vote,  or to exercise a
controlling  influence  with  respect  to,  fifty  percent  (50%) or more of the
securities  of any class of such Person, the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election of directors (or
Persons  performing  similar  functions)  of  such  Person.
"TAX"  or  "TAXES"  means  any  federal, state, county, local, foreign and other
taxes,  including,  without  limitation,  income  taxes, estimated taxes, excise
taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, employment
and  payroll  related  taxes,  property  taxes and import duties, whether or not
measured  in  whole  or  in  part  by  net  income.
"TRANSACTION  DOCUMENTS"  means  collectively,  this  Agreement,  the  Note, the
Warrant  and  the  Security  Agreement.
"WARRANT"  means  that  certain  warrant  in  the  name of Purchaser to purchase
2,000,000  shares of Common Stock at $0.20 per share expiring December 22, 2007.
2.     PURCHASE  AND  SALE  OF  THE  NOTES.
     2.1     AUTHORIZATION OF THE NOTE.  The Company has authorized the issuance
and  sale  of  the  Note  in  the  principal  amount  of  $250,000.
     2.2     SALE  OF THE NOTE.  Subject to the terms and conditions hereof, the
Purchaser agrees to purchase from the Company and the Company agrees to sell and
issue  to  the  Purchaser  the  Note,  which  shall be in the original aggregate
principal amount of $250,000.  The purchase price (the "PURCHASE PRICE") for the
note shall be $250,000, consisting of $25,000 previously advanced to the Company
and  $225,000  less  the  Legal  Expenses  payable  in  cash  at  Closing.
3.     CLOSING.
     3.1     CLOSING.  The  consummation of the initial sale and purchase of the
Note  and  the  delivery  of  all  documentation  in  connection  therewith (the
"CLOSING") shall be held at the offices of Haynes and Boone, LLP, counsel to the
Purchaser, 1000 Louisiana, Suite 4300, Houston,

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


 Texas 77002 on December 22, 2003
(the "CLOSING DATE") or at such other time and place as shall be mutually agreed
upon  by  the  Company,  Bear  River  and  the  Purchaser.
     3.2     DELIVERIES  AT  CLOSING.  The Company, Bear River and the Purchaser
are  executing and delivering the following documents and items at the Closing:
     (A)     NOTE.  The  Company  shall  deliver  the  Note  to  the  Purchaser.
(B)     FUNDING.  The  Purchaser  has  previously  paid  $25,000 of the Purchase
Price,  and  at Closing, the Purchaser shall pay $225,000 (the unpaid portion of
the  Purchase  Price)  less  the  Legal  Expenses  by  cashier's  check.
(C)     SECURITY  AGREEMENT.  The  Company  and  the Purchaser shall deliver the
Security  Agreement together with the stock pledged accompanied by a stock power
executed  in  blank.
(D)     OPINION  OF  COUNSEL.  The  Company  shall  deliver  to the Purchaser an
opinion  of  the  Company's  counsel  in  a  form  reasonably  acceptable to the
Purchaser.
(E)     COMPANY  SECRETARY'S  CERTIFICATE.  The  Company  shall  deliver  to the
Purchaser a certificate, dated the Closing Date, of the Company's Secretary (the
"COMPANY  SECRETARY'S  CERTIFICATE")  to  the  effect  that: (i) attached to the
Company Secretary's Certificate is a true and complete copy of (x) the Company's
Articles of Incorporation, as amended, and in effect as of the Closing Date, (y)
the  Company's  bylaws,  as  amended  and  in  effect  on the Closing Date; (ii)
attached  to  the Company Secretary's Certificate is a true and complete copy of
resolutions  adopted  by  the  Company's  board  of  directors  authorizing  the
execution,  delivery  and  performance of this Agreement and consummation of the
transactions contemplated hereby; (iii) the signatures of the incumbent officers
of  the  Company  as  identified  on the Company Secretary's Certificate are the
genuine  signatures of such officers; (iv) the representations and warranties of
the  Company set forth in ARTICLE 4 are true and correct as of the Closing Date;
and  (v)  attached to the Company Secretary's Certificate is a true and complete
copy  of  a  certificate of good standing (including tax good standing) from the
Secretary of State of the State of Montana, dated as of a date not more than ten
(10)  days  prior  to  the  Closing  Date.
(F)     BEAR  RIVER  SECRETARY'S  CERTIFICATE.  Bear  River shall deliver to the
Purchaser  a certificate, dated the Closing Date, of Bear River's Secretary (the
"BEAR  RIVER  SECRETARY'S  CERTIFICATE") to the effect that: (i) attached to the
Bear  River  Secretary's  Certificate  is  a  true and complete copy of (x) Bear
River's  Articles  of Incorporation, as amended, and in effect as of the Closing
Date,  (y)  Bear  River's  bylaws, as amended and in effect on the Closing Date;
(ii)  attached  to the Bear River Secretary's Certificate is a true and complete
copy  of  resolutions adopted by Bear River's board of directors authorizing the
execution,  delivery  and  performance of this Agreement and consummation of the
transactions contemplated hereby; (iii) the signatures of the incumbent officers
of  Bear  River  as identified on the Bear River Secretary's Certificate are the
genuine  signatures of such officers; (iv) the representations and warranties of
Bear

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


River  set forth in ARTICLE 4 are true and correct as of the Closing Date;
and  (v)  attached  to  the  Bear  River  Secretary's  Certificate is a true and
complete  copy  of  a certificate of good standing (including tax good standing)
from  the  Secretary of State of the State of Idaho, dated as of a date not more
than  ten  (10)  days  prior  to  the  Closing  Date.
(G)     FINANCING  STATEMENTS.  The Company shall deliver all Uniform Commercial
Code financing statements and other documents deemed necessary or appropriate by
the Purchaser to perfect the security interest in favor of the Purchaser arising
under  the  Security  Agreement,  duly executed and delivered by the appropriate
parties,  to  be  recorded  with  the  appropriate  filing  offices.
(H)     WARRANT.  The  Company  shall  deliver  the  Warrant  to  Purchaser.
     3.3     COMPANY'S  CONDITIONS  OF  CLOSING.  The obligations of the Company
under  SECTION 2.2 of this Agreement are subject to the fulfillment on or before
the  Closing  of each of the following conditions, the waiver of which shall not
be  effective  against  the  Company  unless  it  consents  in  writing thereto:
     (A)     CLOSING  DELIVERIES.  The  Purchaser shall have made the deliveries
required  of  them  by  SECTION  3.2  (B).
(B)     NO  INJUNCTION.  No preliminary or permanent injunction or other binding
order,  decree  or  ruling  issued  by  a court or government agency shall be in
effect  which  shall  have  the  effect  or  preventing  the consummation of the
transaction  contemplated  by  this  Agreement.
(C)     REPRESENTATIONS  AND  WARRANTIES.  All  of  the  representations  and
warranties  of the Purchaser contained in SECTION 5 shall be true and correct on
and  as  of the Closing Date with the same effect as though such representations
and  warranties  had  been  made  on  and  as  of the date of such Closing Date.
(D)     PERFORMANCE.  The  Purchaser  shall have performed and complied with all
agreements,  obligations  and  conditions  contained  in this Agreement that are
required  to  be  performed  or  complied with by them on or before the Closing.
(E)     CORPORATE  PROCEEDINGS.  All corporate and other proceedings required to
be  taken  by  the  Purchaser to carry out the transactions contemplated by this
Agreement,  and  all  instruments  and  other  documents  relating  to  such
transactions,  shall  be  reasonably  satisfactory  in form and substance to the
Company,  and  the  Company  shall have been furnished with such instruments and
documents  as  it  shall  have  reasonably  requested.
     3.4     PURCHASER'S  CONDITIONS  OF  CLOSING.  The  obligations  of  the
Purchaser  under SECTION 2.2 of this Agreement are subject to the fulfillment on
or  before  the Closing of each of the following conditions, the waiver of which
shall  not  be  effective  against  the  Purchaser unless it consents in writing
thereto:

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


     (A)     CLOSING  DELIVERIES. The Company and Bear River shall have made the
deliveries  required  of  each  by  SECTIONS  3.2  (A)  and  (C)-(H).
(B)     NO  INJUNCTION.  No preliminary or permanent injunction or other binding
order,  decree  or  ruling  issued  by  a court or government agency shall be in
effect  which  shall  have  the  effect  or  preventing  the consummation of the
transaction  contemplated  by  this  Agreement.
(C)     REPRESENTATIONS  AND  WARRANTIES.  All  of  the  representations  and
warranties  of  the  Company and Bear River contained in SECTION 4 shall be true
and  correct  on  and as of the Closing Date with the same effect as though such
representations  and  warranties  had  been  made  on and as of the date of such
Closing  Date.
(D)     PERFORMANCE.  The  Company  and  Bear  River  shall  have  performed and
complied  with  all  agreements,  obligations  and  conditions contained in this
Agreement  that are required to be performed or complied with by it on or before
the  Closing.
(E)     BLUE  SKY.  The Company and Bear River shall have obtained all necessary
permits  and qualifications, if any, or secured an exemption therefrom, required
by  any  state  or  country prior to the offer and sale of the Note, if required
under  the  applicable  state  or  country  law.
(F)     CORPORATE  PROCEEDINGS.  All corporate and other proceedings required to
be  taken  by  the  Company  and  Bear  River  to  carry  out  the  transactions
contemplated by this Agreement, and all instruments and other documents relating
to  such transactions, shall be reasonably satisfactory in form and substance to
the Purchaser, and the Purchaser shall have been furnished with such instruments
and  documents  as  it  shall  have  reasonably  requested.
4.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY  AND  BEAR  RIVER.
     Except  as disclosed in a document referring specifically to this Agreement
with  appropriate  section  references  (with  each  such exception specifically
identifying  or  cross-referencing the provision of this SECTION 4 to which such
exception  relates)  which  has been delivered to the Purchaser on or before the
date  hereof  (the  "Company  Disclosure Schedules"), and in order to induce the
Purchaser  to  enter  into  and  perform  this  Agreement  and the documents and
agreements  contemplated  hereby,  the  Company  and  Bear  River,  jointly  and
severally,  represent  and  warrant  to  the  Purchaser  as  of the date of this
Agreement  as  follows:
     4.1     CORPORATE  EXISTENCE  AND  POWER.
     (A)     The  Company: (a) is a corporation duly organized, validly existing
and  in  good  standing under the laws of the jurisdiction of its incorporation;
(b)  has  all  requisite power and authority to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently, or is currently proposed to be, engaged; and (c) is duly qualified
as  a  foreign corporation, licensed and in good standing under the laws of each
jurisdiction  in  which  its  ownership,  lease  or operation of property

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


or the
conduct  of  its business requires such qualification, except to the extent that
the  failure  to  so  qualify  would  not  have a material adverse effect on the
Condition  of the Company.  The Company has the corporate power and authority to
execute,  deliver  and  perform its obligations under this Agreement and each of
the  other Transaction Documents.  No jurisdiction, other than those referred to
in  clause  (c) above, has claimed, in writing or otherwise, that the Company is
required  to  qualify as a foreign corporation therein, and the Company does not
file  any franchise, income or other tax returns in any other jurisdiction based
upon  the  ownership  or  use  of  property  therein or the derivation of income
therefrom.  Except  as  set forth on SCHEDULE 4.1(A) attached to this Agreement,
the Company has no Subsidiaries.  The Company is not a participant in or partner
to  any  joint  ventures  or  partnerships.
(B)     Bear River: (a) is a corporation duly organized, validly existing and in
good  standing  under the laws of the jurisdiction of its incorporation; (b) has
all  requisite power and authority to own and operate its property, to lease the
property  it  operates  as  lessee  and  to  conduct the business in which it is
currently, or is currently proposed to be, engaged; and (c) is duly qualified as
a  foreign  corporation,  licensed  and  in good standing under the laws of each
jurisdiction  in  which  its  ownership,  lease  or operation of property or the
conduct  of  its business requires such qualification, except to the extent that
the  failure  to  so  qualify  would  not  have a material adverse effect on the
Condition  of  Bear  River.  No  jurisdiction,  other  than those referred to in
clause  (c)  above,  has  claimed,  in  writing or otherwise, that Bear River is
required  to  qualify  as a foreign corporation therein, and Bear River does not
file  any franchise, income or other tax returns in any other jurisdiction based
upon  the  ownership  or  use  of  property  therein or the derivation of income
therefrom.  Bear  River has no Subsidiaries.  Bear River is not a participant in
or  partner  to  any  joint  ventures  or  partnerships.
     4.2     AUTHORIZATION;  NO  CONTRAVENTION.   The  execution,  delivery  and
performance  by  the  Company  of  this  Agreement  and  each of the Transaction
Documents  and  the  transactions contemplated hereby and thereby: (a) have been
duly  authorized  by  all  necessary  corporate  and  shareholder  action of the
Company;  (b)  do  not  contravene  the  terms  of  the  Company's  Articles  of
Incorporation  or  bylaws,  or any amendment of any thereof; (c) do not violate,
conflict  with  or  result in any breach or contravention of, or the creation of
any  Lien  under,  any Contractual Obligation or Contract of the Company, or any
Requirement  of  Law applicable to the Company; and (d) do not violate any Order
against  or  binding  upon  the Company.  The Company has not previously entered
into  any  Contractual  Obligation or Contract that is currently in effect or by
which the Company is currently bound, granting any rights to any Person that are
inconsistent  with  the rights to be granted by the Company to the Purchasers in
this  Agreement  and  each  of  the  other  Transaction  Documents.
4.3     NO  CONSENT OR APPROVAL REQUIRED.  No consent, approval or authorization
of,  or  declaration to, or filing with, any Governmental Authority or any other
Person  is  required  for  the  valid  authorization,  execution,  delivery  and
performance  by  the  Company  of  this  Agreement, except for the filing of any
notice  in  connection  with  the  Closing that may be required under applicable
federal or state securities laws (which, if required, shall be filed on a

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


timely
basis  as  may  be so required) and for consents, approvals, authorizations, and
declarations  that  have  already  been  obtained  or  made.
4.4     BINDING  EFFECT.  This  Agreement  and  each  of  the  other Transaction
Documents  have  been or will be duly executed and delivered by the Company, and
each  constitutes  the  legal,  valid  and  binding  obligations  of the Company
enforceable  against  it  in  accordance  with  its  respective terms, except as
enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  fraudulent  conveyance  or transfer, moratorium or similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles  of  equity  relating  to  enforceability  (regardless  of  whether
considered  in  a  proceeding  at  law  or  in  equity).
     4.5     CAPITALIZATION.
     (A)     The  Company's  authorized  capital  stock  consists  of:  (i)
______________  shares  of  Common  Stock,  of  which _______________ shares are
issued  and  outstanding;  and  (ii) ____________ shares of preferred stock, par
value  $___  per share, of which _____________ shares are issued and outstanding
as  of  the  date  of  this  Agreement.  Except  as set forth on SCHEDULE 4.5(A)
attached  to  this  Agreement,  there  are  no  options,  warrants,  conversion
privileges,  subscription  or  purchase  rights  or  other  rights  presently
outstanding  to  purchase or otherwise acquire or rights to cause the Company to
repurchase  or  redeem  (x)  any  shares of the Company's Capital Stock, (y) any
Stock  Equivalents  of  the Company or (z) other securities of the Company.  The
issued  and  outstanding shares of Common Stock and Preferred Stock are all duly
authorized,  validly  issued,  fully  paid and nonassessable, and were issued in
compliance  with  the  registration  and  qualification  requirements  of  all
applicable  federal  and  state  securities  laws.  The  shares  of Common Stock
issuable  upon  conversion  of the Notes are duly authorized and, when issued in
compliance  with the conversion provisions of the Notes, will be validly issued,
fully  paid  and nonassessable.  Except as set forth on SCHEDULE 4.5(A) attached
to  this  Agreement,  the  Company is not a party to any stockholder agreements,
registration  rights  agreements  or  voting  agreements.
(B)     Bear River's authorized capital stock consists of  ______________ shares
of  common stock, par value $____ per share, of which 7500 shares are issued and
outstanding  as  of the date of this Agreement.  Except as set forth on SCHEDULE
4.5(B)  attached  to  this Agreement, there are no options, warrants, conversion
privileges,  subscription  or  purchase  rights  or  other  rights  presently
outstanding  to  purchase  or otherwise acquire or rights to cause Bear River to
repurchase  or  redeem (x) any shares of the Bear River's Capital Stock, (y) any
Stock  Equivalents  of  Bear  River  or (z) other securities of Bear River.  The
issued  and  outstanding shares of Bear River's common stock and preferred stock
are  all duly authorized, validly issued, fully paid and nonassessable, and were
issued in compliance with the registration and qualification requirements of all
applicable  federal  and state securities laws.  Except as set forth on SCHEDULE
4.5(B)  attached to this Agreement, Bear River is not a party to any stockholder
agreements,  registration  rights  agreements  or  voting  agreements.
     4.6     FINANCIAL INFORMATION.  The Company has previously delivered to the
Purchaser  the  audited balance sheet of the Company dated December 31, 2002 and
related

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


unaudited  statements  of operations for the fiscal year then ended and
the  unaudited  balance  sheets  of  the  Company  dated  September  30,  2003
(collectively,  the  "Balance  Sheet")  and  related  unaudited  statements  of
operations  for  the  fiscal  quarter  then  ended,  prepared  by  the  Company
(collectively, the "Financial Statements").  The Financial Statements (i) fairly
present in all material respects the financial position of the Company as of the
respective  dates indicated and the results of operations of the Company for the
respective periods indicated and (ii) unless otherwise stated therein, have been
prepared  in  accordance  with  GAAP  consistently  applied,  subject to routine
year-end  adjustments  that  in  the aggregate would not have a material adverse
effect  on  the  Condition  of  the  Company.
4.7     UNDISCLOSED  LIABILITIES.  Except  as and to the extent reflected on, or
fully  reserved  against  in,  the  Balance  Sheet and except for liabilities or
obligations that were incurred consistently with past business practice in or as
a  result  of  the  normal  and  ordinary  course  of business since the date of
incorporation  of the Company or Bear River, as the case may be, the Company and
Bear  River  do  not  have  any  liabilities  or  obligations, whether direct or
indirect,  matured  or  unmatured,  contingent  or  otherwise.
4.8     NO  DEFAULTS;  CONTRACTS.
     (A)     SCHEDULE  4.8(A)  attached  to this Agreement sets forth a true and
complete  list  of all Contracts of the Company.  The Company is not in default:
(a)  under  (i) the Company's Articles of Incorporation or bylaws, in each case,
as  amended, or (ii) any Contractual Obligation or Contract to which the Company
is  a  party  and,  to  the  knowledge  of  the Company, the other party to such
Contractual  Obligation  or  Contract is not in default thereunder; or (b) under
any Order against or binding upon the Company, which defaults, in the aggregate,
could  reasonably be expected to have a material adverse effect on the Condition
of  the  Company.  Except  as  set  forth  on  SCHEDULE  4.8(A) attached to this
Agreement,  (i)  each Contract of the Company is in full force and effect and is
valid  and enforceable against the Company in accordance with its terms and (ii)
no  event  has  occurred  or circumstance exists that (with or without notice or
lapse of time) may contravene, conflict with, or result in a violation or breach
of, or give the Company or any Person the right to declare a default or exercise
any remedy under, or to accelerate the maturity or performance of, or to cancel,
terminate  or  modify  any  Contract.
(B)     SCHEDULE  4.8(B)  attached  to  this  Agreement  sets  forth  a true and
complete list of all Contracts of Bear River.  Bear River is not in default: (a)
under  (i)  Bear  River's  Articles of Incorporation or bylaws, in each case, as
amended, or (ii) any Contractual Obligation or Contract to which Bear River is a
party  and,  to the knowledge of Bear River, the other party to such Contractual
Obligation  or  Contract  is  not  in default thereunder; or (b) under any Order
against  or  binding  upon  Bear  River, which defaults, in the aggregate, could
reasonably  be  expected  to  have a material adverse effect on the Condition of
Bear  River.  Except as set forth on SCHEDULE 4.8(A) attached to this Agreement,
(i)  each  Contract  of  Bear River is in full force and effect and is valid and
enforceable  against  Bear  River in accordance with its terms and (ii) no event
has  occurred  or  circumstance  exists that (with or without notice or lapse of
time)  may  contravene, conflict with, or result in a violation or breach of, or
give  Bear  River  or  any Person the

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


right to declare a default or exercise any
remedy  under,  or  to  accelerate the maturity or performance of, or to cancel,
terminate  or  modify  any  Contract.
     4.9     LITIGATION.  There  are  no:  (a) Claims or legal or administrative
proceedings  pending  or to the knowledge of the Company, threatened against the
Company  or  Bear  River,  whether  at  law  or  in  equity, or before or by any
Governmental Authority that, if adversely determined against the Company or Bear
River,  as  the case may be, (i) could reasonably be expected to have a material
adverse effect on the Condition of the Company or the Condition of Bear River or
(ii)  would  restrict  the  Company's  ability  to  consummate  the transactions
contemplated  by this Agreement and the other Transaction Documents or draw into
question  the  validity  of  this  Agreement  or  any  of  the other Transaction
Documents;  or  (b)  Orders  against  or binding upon the Company or Bear River.
4.10     COMPLIANCE.  The  Company  and  Bear  River  have  complied  with  all
Requirements  of  Law  applicable  to  their  respective businesses, operations,
properties,  assets,  products and services, and the Company and Bear River have
obtained  all  necessary  permits, licenses and other authorizations required to
conduct  their  respective  businesses  with such exceptions that do not have an
adverse  effect  on the Condition of the Company or the Condition of Bear River.
Such  licenses  and permits are in full force and effect, and no violations have
been  recorded  in  respect  of  any  such licenses or permits, no proceeding is
pending  or,  to the knowledge of the Company, threatened to revoke or limit any
thereof,  and no written notice of non-compliance, assessment or charge has been
received  by  the  Company  or  Bear  River.
     4.11     INTELLECTUAL  PROPERTY.
     (A)     The  Company  and  Bear  River  own  or  have  the right to use all
Intellectual  Property  Rights material to and necessary for the conduct of each
of  their  businesses as proposed to be conducted in the business plans of each,
previously  delivered  to  Purchaser  and  as  amended and supplemented with the
approval  of  the  Purchaser  as  of  the  date of this Agreement (the "BUSINESS
PLAN"),  (collectively,  the  "REQUISITE  RIGHTS"), free and clear of all Liens.
SCHEDULE  4.11(A) attached to this Agreement sets forth a true and complete list
of  (i)  all  such Requisite Rights and (ii) all agreements (including licenses)
relating  to  such  Requisite  Rights.
     (B)     The  Company  and  Bear  River  have  all  governmental  approvals,
authorizations,  consents,  licenses  and  permits  necessary  to  conduct their
respective  businesses  as  proposed  to  be  conducted  under  the terms of the
Business  Plan.
(C)     To  the  knowledge  of the Company, no product or service proposed to be
licensed,  marketed  or sold by the Company or Bear in accordance with the terms
of  the  Company's  Business  Plan  violates  any  license  or  infringes  any
Intellectual  Property  Rights  of  others.
(D)     There  is  no  pending  or,  to the knowledge of the Company, threatened
claim or litigation against the Company or Bear River contesting the validity of
or right to use the Requisite Rights, nor has the Company or Bear River received
any written notice that any of the Requisite Rights or the proposed operation of
its  business  in

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


accordance with the terms of the Business Plan conflicts with
the  asserted  rights  of  others,  in  any  case, which if adversely determined
against  the  Company  or  Bear  River  could  reasonably  be expected to have a
material adverse effect on the Condition of the Company or the Condition of Bear
River
As  used  herein, the term "Intellectual Property Rights" means all intellectual
property rights, including, without limitation, Proprietary Technology, patents,
patent  applications,  patent  rights, trademarks, trademark applications, trade
names,  service  marks, service mark applications and registrations, copyrights,
copyright  applications  and  registrations,  know-how, licenses, trade secrets,
proprietary  processes  and  formulae.  As used herein, "Proprietary Technology"
means all source and object code, processes, inventions, trade secrets, know-how
and  other  proprietary  rights owned by the Company or Bear River pertaining to
any  product  or service licensed, marketed or sold by the Company or Bear River
or  used,  employed  or  exploited in the development, license, sale, marketing,
distribution  or  maintenance  thereof,  and  all  documentation  describing  or
relating  to  the  foregoing, including, without limitation, manuals, memoranda,
know-how,  notebooks,  patents and patent applications, trademarks and trademark
applications  and  registrations,  copyrights  and  copyright  applications  and
registrations,  records  and  disclosures.
     4.12     TITLE  TO  PROPERTIES.
     (A)     The  Company  and  Bear  River  enjoy  peaceful  and  undisturbed
possession  under  all leases under which each is operating, and, to the best of
the  Company's knowledge, no claim has been asserted against the Company or Bear
River  that  is  adverse  to  any  of  their respective rights in such leasehold
interests.
     (B)     The  Company and Bear River have good, valid and indefeasible title
to  their  respective  properties  and  assets reflected as owned on the Balance
Sheet  or  acquired  by  either  since the date of the Balance Sheet (other than
properties  and  assets disposed of in the ordinary course of business since the
date  of  the  Balance  Sheet),  and all such properties and assets are free and
clear  of  all Liens, except for Liens disclosed in the Financial Statements and
Liens  for  current  Taxes  not  yet  due and payable and minor imperfections of
title,  if  any,  not material in nature or amount and not materially detracting
from the value or impairing the use of the property subject thereto or impairing
the  operations  of the Company or Bear River as presently conducted, taken as a
whole.
(C)     The  Purchaser acknowledges that this SECTION 4.12 relates to assets and
properties  of  the  Company  and  Bear  River  other than Intellectual Property
Rights,  as to which separate representations and warranties are made in SECTION
4.11  of  this  Agreement.
     4.13     TAX MATTERS.  All tax returns and tax reports required to be filed
by  the  Company or Bear River have been filed with the appropriate Governmental
Authorities  in all jurisdictions in which such returns and reports are required
to  be  filed  and  all  of  the foregoing are true, correct and complete in all
material  respects.  All  Taxes  required  to  have  been paid or accrued by the
Company or Bear River have been fully paid or are adequately provided for on the
Balance  Sheet, except for Tax liabilities arising since the date of the Balance
Sheet and

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


  liabilities  being  challenged  in good faith by the Company or Bear
River  by appropriate proceedings diligently conducted.  No issues are currently
pending  before  the IRS or any other taxing authority in connection with any of
the  returns  and  reports  referred  to  above,  and  no waivers of statutes of
limitations  have  been  given  or  requested  by the Company or Bear River with
respect  to Taxes.  All deficiencies asserted or assessments (including interest
and  penalties) made as a result of any examination by the IRS or by appropriate
other taxing authorities of the tax returns of or with respect to the Company or
Bear  River  have  been fully paid or are adequately provided for on the Balance
Sheet,  and  no  proposed but unassessed additional Taxes, interest or penalties
have  been  asserted.  To  the  Company's knowledge, upon due investigation, the
provisions  for Taxes on the Balance Sheet are sufficient for the payment of all
accrued  and  unpaid Taxes as of such date, except for Taxes being challenged in
good  faith  by  the Company or Bear River by appropriate proceedings diligently
conducted.
4.14     ERISA  MATTERS.
     (A)     Seller  is  not  a  party  to any pension, profit sharing, savings,
retirement or other deferred compensation plan, or any bonus (whether payable in
cash  or  stock) or incentive program, or any group health plan (whether insured
or  self-funded),  or  any  disability  or  group  life  insurance plan or other
employee  welfare  benefit  plan,  or  to any collective bargaining agreement or
other  agreement,  written  or  oral,  with  any trade or labor union, employees
association or similar organization.  Seller is not a party to, nor has made any
contribution  to  or  otherwise  incurred any obligation under, a "multiemployer
plan" as defined in Section 3(37) of the Employee Retirement Income Security Act
of  1974,  as  amended  ("ERISA").
(B)     To  the  knowledge  of Seller, Seller has not violated any of the health
care  continuation  coverage  requirements  of  the  Consolidated Omnibus Budget
Reconciliation  Act  of  1985  ("COBRA")  prior  to  the  Closing.
     (C)     No  payment  or  benefit  which will or may be made by Seller or an
affiliate  of  Seller  with respect to any employee of Seller in connection with
the  transactions  contemplated  hereby  will  be  characterized as a "parachute
payment"  within  the  meaning  of  Section  280G(b)(2)  of  the  Code.
     4.15     LABOR  MATTERS.  Neither  the Company nor Bear River is a party to
nor  is  either  bound  by  (i)  any  collective  bargaining  agreement  or (ii)
employment  agreement.  No  collective  bargaining agreement covering any of the
Company's or Bear River's employees is currently being negotiated.  There are no
threatened  attempts  by  employees of the Company or Bear River to organize for
collective  bargaining  purposes.
4.16     INSURANCE.  The  Company and Bear River have such policies of liability
and workmen's compensation as are adequate against risks usually insured against
by  comparable  persons,  businesses  and properties.  Such policies are in full
force  and  effect  and all premiums with respect to such policies are currently
paid.
4.17     RELATED  TRANSACTIONS.  No  Company  or  Bear River director, executive
officer or "affiliate" (as defined in the Securities Act of 1933, as amended) of
any  such  Person, is

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


presently, directly or indirectly, through his, her or its
affiliation  with  any other Person, a party to any transaction with the Company
or  Bear  River, as the case may be, providing for the furnishing of services by
or  to,  or rental or sale of real or personal property from or to, or otherwise
requiring  cash  payments to or by any such person, except for normal employment
arrangements  in the ordinary course of the Company's or Bear River's respective
businesses.
     4.18     OFFERING.
     (A)     Subject  in  part to the accuracy of the Purchaser's representation
set  forth  in  ARTICLE  5  hereof, the offer, sale and issuance of the Notes as
contemplated  by  this Agreement is exempt from the registration requirements of
the  1933 Act and any applicable state securities laws, and neither the Company,
Bear  River  nor  any  authorized  agent acting on either's behalf will take any
action  hereafter  that  would  cause  the  loss  of  such  exemption.
(B)     The  Business  Plan previously provided to the Purchaser was prepared in
good  faith by the Company and does not contain any untrue statement of material
fact, nor does it omit to state a material fact necessary to make the statements
therein  not  misleading.
     4.19     INVESTMENT  COMPANY.  Neither  the  Company  nor  Bear River is an
"investment  company"  within the meaning of the Investment Company Act of 1940,
as  amended.
4.20     BROKER'S,  FINDER'S  OR  SIMILAR  FEES.  There  are  no  brokerage
commissions, finder's fees or similar fees or commissions payable by the Company
or  Bear  River in connection with the transactions contemplated hereby based on
any  agreement,  arrangement  or understanding with the Company or Bear River or
any  action  taken  by  or  on  behalf  of  the  Company  or  Bear  River.
4.21     ENVIRONMENTAL  MATTERS.  The  Company  and  Bear  River  conduct  their
respective  businesses  and  operations  in  compliance  with  all  applicable
environmental laws, ordinances and regulations.  The Company and Bear River have
not  received any written notice of any claim, action, suit, proceeding, hearing
or  investigation  based  on  or  related  to  the  manufacture,  processing,
distribution,  use, treatment, storage, disposal, transport, handling, emission,
discharge,  release or threatened release into the environment of any pollutant,
contaminant  or  hazardous  or  toxic material or waste (each, an "ENVIRONMENTAL
EVENT")  by the Company or Bear River.  To the Company's knowledge, no notice of
any Environmental Event by any Person that occupied any of the premises occupied
by  or used by the Company or Bear River prior to the date such premises were so
occupied  or  used  was given to such Person. Without limiting the generality of
the  foregoing,  neither the Company nor Bear River has disposed of or placed on
or  in  any  property  or facility used in their respective businesses any waste
materials,  hazardous  materials  or  hazardous  substances  in violation of any
Requirement  of  Law.
4.22     DISCLOSURE.  This  Agreement, the Schedules and the documents and items
listed  on SCHEDULE 5.6(D) attached to this Agreement, taken as a whole, do not,
as  of  the respective dates thereof, contain any untrue statement of a material
fact or omit to state a material fact

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.
     4.23     ABSENCE  OF  CERTAIN  CHANGES.  Since September 30, 2003 there has
not  been  any:
     (A)     change  in  the  Company's  or  Bear  River's  authorized or issued
capital  stock; grant of any stock option or right to purchase shares of capital
stock  of  the  Company or Bear River; issuance of any security convertible into
such  capital  stock;  grant  of  any registration rights; purchase, redemption,
retirement,  or  other acquisition by the Company or Bear River of any shares of
any  such  capital  stock;  or  declaration  or payment of any dividend or other
distribution  or  payment  in  respect  of  shares  of  capital  stock;
     (B)     amendment  to  the  organizational documents of the Company or Bear
River;
(C)     sale,  lease,  or  other  disposition  of  any  asset or property of the
Company  or  Bear  River  or  mortgage, pledge, or imposition of any Lien on any
material  asset  or  property  of the Company or Bear River, including the sale,
lease,  or  other  disposition  of  any  of  the  Requisite  Rights;
(D)     creation  of any indebtedness of the Company or Bear River not set forth
on  the  Financial  Statements;  or
(E)     material  adverse  change in the Condition of the Company or Bear River.
5.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASER.
     Except  as disclosed in a document referring specifically to this Agreement
with  appropriate  section  references  (with  each  such exception specifically
identifying  or  cross-referencing the provision of this SECTION 5 to which such
exception relates) which has been delivered to the Company on or before the date
hereof  (the  "Purchaser's  Disclosure  Schedule"),  and  in order to induce the
Company  to  enter  into  and  perform  this  Agreement  and  the  documents and
agreements  contemplated  hereby,  the  Purchaser represents and warrants to the
Company  as  of  the  date  of  this  Agreement  as  follows:
5.1     EXISTENCE  AND POWER.  The Purchaser hereby represents and warrants that
it  is an entity duly organized, validly existing and in good standing under the
laws  of  the state of its formation.  The Purchaser has the power and authority
to execute, deliver and perform its obligations under this Agreement and each of
the  other  Transaction  Documents.
5.2     AUTHORIZATION;  NO  CONTRAVENTION.  The  execution,  delivery  and
performance by the Purchaser of this Agreement and each of the other Transaction
Documents  and  the  transactions  contemplated  hereby  and thereby, including,
without  limitation,  the purchase of the Notes (a) have been duly authorized by
all  necessary  corporate  action,  (b)  do  not  contravene  the  terms  of the
Purchaser's  constating  documents, if applicable, or any amendment

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


thereof, (c)
do not violate, conflict with or result in any breach or contravention of or the
creation of any Lien under, any Contractual Obligation of the Purchasers, or any
Requirement  of  Law  applicable  to  the Purchasers, and (d) do not violate any
Order  of  any  Governmental  Authority  against or binding upon the Purchasers.
5.3     GOVERNMENTAL  AUTHORIZATION; THIRD PARTY CONSENTS.  No consent, approval
or  authorization  of,  or  declaration  to,  or  filing  with, any Governmental
Authority  or  any  other  Person,  and  no  lapse of a waiting period under any
Requirement of Law, is required for the valid authorization, execution, delivery
or performance (including, without limitation, the purchase of the Notes) by the
Purchaser  of this Agreement or the transactions contemplated hereby, except for
consents,  approvals, authorizations, declarations and filings that have already
been  obtained  or  made.
5.4     BINDING  EFFECT.  This  Agreement  and  each  of  the  other Transaction
Documents  to  which the Purchaser is a party have been or will be duly executed
and delivered by the Purchaser and, when executed and delivered, will constitute
the  legal,  valid  and binding obligation of the Purchaser, enforceable against
the  Purchaser  in  accordance  with  their  respective  terms,  except  as
enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  fraudulent  conveyance  or transfer, moratorium or similar laws
affecting  the  enforcement  of  creditors'  rights  generally  or  by equitable
principles  relating  to  enforceability  (regardless of whether considered in a
proceeding  at  law  or  in  equity).
5.5     PURCHASE  FOR  OWN  ACCOUNT.  The  Notes to be acquired by the Purchaser
pursuant  to  this  Agreement are being acquired for the Purchaser's own account
and with no intention of distributing or reselling the Notes or any part thereof
in  any  transaction  that  would  be in violation of the securities laws of the
United  States  of America, or any state.  The Purchaser represents and warrants
to  the  Company  that it will not transfer the Notes, except in compliance with
the  Securities  Act  and  applicable  state  securities  laws.
     5.6     RESTRICTED  SECURITIES.
     (A)     The  Purchaser understands that the Notes will not be registered at
the time of their issuance under the Securities Act for the reason that the sale
provided  for  in  this  Agreement  is  exempt  pursuant  to Section 4(2) of the
Securities  Act  and  that  the  reliance  of  the  Company on such exemption is
predicated  in part on the Purchaser's representations set forth in this ARTICLE
5.
(B)     The  Purchaser  acknowledges  and  agrees  that  the  Notes must be held
indefinitely  unless a subsequent disposition thereof is registered or qualified
under  the Securities Act and applicable state securities laws or is exempt from
registration.  The Purchaser acknowledges that (i) there may be no public market
for such security, (ii) there can be no assurance that any such market will ever
develop  and  (iii)  there can be no assurance that it will be able to liquidate
its  investment  in  the  Company.
(C)     The  Purchaser  represents  and  warrants  to  the  Company  that (i) it
acknowledges  that  an investment in the Company involves a high degree of risk,
(ii)  it  has such knowledge and experience in financial and business matters as
is  necessary  to

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


enable it to evaluate the merits and risks of an investment in
the  Company  and  is  not  utilizing  any  other  person  to  be  its purchaser
representative in connection with evaluating such merits and risks; and (iii) it
has  no  present need for liquidity in its investment in the Company and is able
to  bear  the  risk  of that investment for an indefinite period and to afford a
complete  loss  thereof.
(D)     The Purchaser acknowledges that it has  received a copy of the documents
and  items  listed on SCHEDULE 5.6(D) attached to this Agreement.  The Purchaser
represents  and  warrants  that  the  Purchaser  has  had the opportunity to ask
questions  of  and to receive answers from the Company concerning, and to review
the  books  and  records  of  the  Company  and to obtain additional information
regarding,  the  Company  and  such  documents  and  items  to  the  Purchaser's
satisfaction.
     5.7     ACCREDITED  INVESTOR.  The Purchaser is an "accredited investor" as
that  term  is  defined  by  Rule  501(a)  of Regulation D promulgated under the
Securities  Act.
5.8     BROKER'S, FINDER'S OR SIMILAR FEES.  There are no brokerage commissions,
finder's  fees  or  similar  fees  or  commissions  payable by the Purchaser, in
connection  with  the  transactions  contemplated hereby based on any agreement,
arrangement  or  understanding  with  the  Purchaser  or any action taken by the
Purchaser.
5.9     TAX  ADVISOR.  The  Purchaser  has reviewed with the Purchaser's own tax
advisors  the  federal,  state and local tax consequences of the purchase of the
Notes  and  the  transactions  contemplated by this Agreement.  The Purchaser is
relying  solely on such advisors and not on any statements or representations of
the Company or any of its agents and understands that the Purchaser, and not the
Company,  shall  be  responsible  for the Purchaser's own tax liability that may
arise  as a result of the purchase of the Notes or the transactions contemplated
by  this  Agreement.
6.     COVENANTS.
     6.1     NOTICE  OF  CERTAIN  EVENTS.  So  long  as  the  Notes shall remain
outstanding,  the  Company and Bear River shall give the Purchaser prompt notice
of  (a)  any  event  of  default  under  any  material agreement with respect to
indebtedness  for  borrowed money or any material purchase money obligation, and
any event which, upon the notice or lapse of time or both, would constitute such
an  event  of  default or would be likely to result in an Event of Default, that
would  permit  the  holder  of such indebtedness or obligation to accelerate the
maturity  thereof,  and  (b)  any action, suit or proceeding at law or in equity
which,  if adversely determined, could reasonably be expected to have a material
adverse effect upon the Condition of the Company or the Condition of Bear River.
6.2     ACCESS  TO  RECORDS.  So long as the Notes shall remain outstanding, the
Company  and  Bear  River  shall  afford  to  the  Purchaser  and its authorized
employees,  counsel,  accountants  and  other  representatives,  upon reasonable
notice and during ordinary business hours, (i) full access to all books, records
and  properties  of  the  Company  or  Bear  River  and  (ii) the opportunity to
interview  any  officer  of  the  Company  or  Bear River regarding its affairs;

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


provided  the foregoing does not unreasonably interfere with the business of the
Company  or  Bear  River.
6.3     FINANCIAL  STATEMENTS.  So  long  as the Notes shall remain outstanding,
the  Company  and  Bear  River  shall  deliver  to  the  Purchaser:
     (A)     as  soon  as  practicable and in any event within 45 days after the
end  of  each  quarterly  period  (other than the last quarterly period) in each
fiscal  year,  consolidated  statements of income, stockholders' equity and cash
flows  of  the  Company  for the period from the beginning of the current fiscal
year  to  the  end of such quarterly period, and a consolidated balance sheet of
the  Company  as at the end of such quarterly period, setting forth in each case
in comparative form figures for the corresponding period in the preceding fiscal
year,  all  in  reasonable details and satisfactory in form to the Purchaser and
certified  by  an authorized financial officer of the Company subject to changes
resulting  from  year-end  adjustment;
(B)     as  soon as practicable and in any event within 90 days after the end of
each  fiscal  year,  consolidated  statements  of  income  and  cash flows and a
consolidated statement of stockholders' equity of the Company for such year, and
a  consolidated balance sheet of the Company as at the end of such year, setting
forth  in each case in comparative form corresponding figures from the preceding
annual audit, all in reasonable detail and satisfactory in form to the Purchaser
and,  as  to  the  statements,  reported on by independent public accountants of
recognized  national  standing  selected  by  the  Company whose report shall be
without limitation as to the scope of the audit and satisfactory in substance to
the  Purchaser  and,  as  to  the  consolidating  statements,  certified  by  an
authorized  financial  officer  of  the  Company;
(C)     promptly  upon receipt thereof, a copy of each other report submitted to
the Company by independent accountants in connection with any annual, interim or
special  audit  made  by  them  of  the  books  of  the  Company;
(D)     as  soon  as  practicable and in any event within five (5) Business Days
after obtaining knowledge (a) of any condition or event which, in the opinion of
management of the Company, would have a material adverse effect on the Condition
of the Company or the Condition of Bear River, (b) that any Person has given any
notice  to the Company or Bear River or taken any other action with respect to a
claimed  default,  (c)  of  the  institution  of any litigation involving claims
against  the Company equal to or greater than $25,000 with respect to any single
cause  of  action or of any adverse determination in any court proceeding in any
litigation involving a potential liability to the Company or Bear River equal to
or  greater  than $25,000 with respect to any single cause of action which makes
the  likelihood  of  an  adverse  determination  in  such litigation against the
Company  or  Bear  River  substantially  more  probable or (d) of any regulatory
proceeding  which  may  have  a  material adverse effect on the Condition of the
Company  or the Condition of Bear River, an officer's certificate specifying the
nature and period of existence of any such condition or event, or specifying the
notice  given  or action taken by such Person and the nature of any such claimed
default,  event  or  condition,  or  specifying  the details of such

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                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


proceeding,
litigation  or  dispute  and what action the Company or Bear River has taken, is
taking  or  proposes  to  take  with  respect  thereto;
(E)     promptly  upon  completion  thereof  on  an  annual basis within 60 days
following  each  fiscal year end, a copy of each operating budget and projection
of  financial  performance  prepared  by  or  for  the  Company  or  Bear River;
(G)     within  (5)  five  Business Days after the removal or resignation of, or
the  death  or disability of any executive officer of the Company or Bear River,
written  notice  thereof,  together  with  information in reasonable detail with
respect  thereto;  and
(H)     with  reasonable  promptness,  such  other  information  respecting  the
condition or operations, financial or otherwise, of the Company or Bear River as
the  Purchaser  may  reasonably  request.
     6.4     PAYMENT  OF  OBLIGATIONS.  The  Company and Bear River shall pay or
discharge  or  cause  to  be  paid  or  discharged  all  material  obligations,
liabilities, claims or demands, and all Taxes levied or imposed upon the Company
or  Bear  River  or  upon the income, profits or property of the Company or Bear
River;  provided, however, that the Company and Bear River shall not be required
to  pay  or  discharge  or  cause  to be paid or discharged any such obligation,
liability,  claim, demand, or Tax the amount, applicability or validity of which
is  being  contested  in  good  faith  by  appropriate proceedings and for which
adequate  provision  has  been  made.
6.5     CONDUCT  OF  BUSINESS.  The  Company  and  Bear River shall (i) take all
actions  required  to  assure  that  the  Company  and  Bear  River  remain duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of their incorporation and duly qualified as a foreign corporation
in  any  applicable  jurisdiction, (ii) take all actions required to assure that
the  Company  and  Bear  River  maintain all permits to conduct its business and
(iii)  conduct  their  businesses  in  compliance  with all Requirements of Law.
6.6     MAINTENANCE  OF  INSURANCE.  The  Company  and Bear River will carry and
maintain insurance (subject to customary deductibles and retentions) in at least
such  amounts  and  against  such liabilities and hazards and by such methods as
customarily  maintained  by  other  companies  operating  similar  businesses.
6.7     ADDITIONAL  RESTRICTIONS.  For  so long as the Notes remain outstanding,
Bear  River  shall  not,  and  the  Company  shall  cause  Bear  River  to not,:
     (A)     issue  any  capital  stock  of  Bear  River;  and
(B)     after the date of the Closing, pledge any of the assets of Bear River as
security  for  any  indebtedness.
7.     MISCELLANEOUS.
     7.1     SURVIVAL  OF  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.  The
representations  and warranties made in this Agreement shall survive the Closing
until  the earlier

Note Purchase Agreement.doc          22                  NOTE PURCHASE AGREEMENT

<PAGE>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


of the date that is the third anniversary of the Closing Date
except  for  the  representations and warranties set forth in SECTIONS 4.1, 4.2,
4.3  and  4.5  that  will  survive  indefinitely.
7.2     NOTICES.  All  notices, demands and other communications provided for or
permitted  hereunder  shall  be  made  in  writing and shall be by registered or
certified  first-class  mail,  return  receipt  requested, telecopier, overnight
delivery  service  or  personal  delivery:
     if  to  the  Company  or  Bear  River:
United  States  Antimony,  Inc.
P.  O.  Box  634
Thompson  Falls,  Montana  57986
Attention:  John  C.  Lawrence
     if  to  the  Purchaser:
Delaware  Royalty  Company,  Inc.
c/o  Nortex  Corporation
1415  Louisiana,  Suite  3100
Houston,  Texas  77002
Attention:  A.  W.  Dugan
     with  a  copy  to:
Haynes  and  Boone,  LLP
1000  Louisiana,  Suite  4300
Houston,  Texas  77002
Attention:  Charles  D.  Powell
All  such  notices  and  communications shall be deemed to have been duly given:
when  delivered  by  hand,  if  personally delivered; one (1) Business Day after
being  deposited  with  an  overnight courier; and three (3) Business Days after
being  deposited  in  the  mail,  postage  prepaid,  if  mailed.
     7.3     SUCCESSORS  AND ASSIGNS; THIRD PARTY BENEFICIARIES.  This Agreement
shall  be freely assignable by the Purchaser.  This Agreement shall inure to the
benefit  of  and  be  binding  upon  the successors and permitted assigns of the
parties  hereto.  No Person other than the Company, Bear River and the Purchaser
and its successors and permitted assigns is intended to be a beneficiary of this
Agreement.

Note Purchase Agreement.doc          23                  NOTE PURCHASE AGREEMENT


<PAGE>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


     7.4     AMENDMENT  AND  WAIVER.
     (A)     No  failure  or delay on the part of the Company, Bear River or the
Purchaser  in  exercising  any right, power or remedy under this Agreement shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
such  right,  power  or remedy preclude any other or further exercise thereof or
the  exercise  of  any  other right, power or remedy.  The remedies provided for
herein  are  cumulative  and  are  not  exclusive  of  any  remedies that may be
available  to  the  Company,  Bear  River  or the Purchaser at law, in equity or
otherwise.
     (B)     Any amendment, supplement or modification of or to any provision of
this  Agreement,  any waiver of any provision of this Agreement, and any consent
to  any  departure by the Company, Bear River or the Purchaser from the terms of
any  provision  of  this Agreement, shall be effective (i) only if it is made or
given  in  writing  and signed by the Company, Bear River and the Purchaser, and
(ii)  only  in the specific instance and for the specific purpose for which made
or  given.  Except  where  notice is specifically required by this Agreement, no
notice  to or demand on the Company in any case shall entitle the Company to any
other  or  further  notice  or  demand  in  similar  or  other  circumstances.
     7.5     COUNTERPARTS.  This  Agreement  may  be  executed  in any number of
counterparts  and  by the parties hereto in separate counterparts, each of which
when  so  executed  shall  be  deemed  to  be an original and all of which taken
together  shall  constitute  one  and  the  same  agreement.
7.6     HEADINGS.  The  headings  in  this  Agreement  are  for  convenience  of
reference  only  and  shall  not  limit  or otherwise affect the meaning of this
Agreement.
7.7     GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE GOVERNED BY AND CONSTRUED IN
        --------------
ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE PRINCIPLES
OF  CONFLICTS  OF  LAW  OF  ANY  JURISDICTION.
7.8     SEVERABILITY.  If  any  one  or more of the provisions contained in this
Agreement,  or  the  application  thereof  in any circumstance, is held invalid,
illegal  or  unenforceable  in  any  respect  for any reason, then the validity,
legality  and enforceability of any such provision in every other respect and of
the  remaining  provisions  of  this Agreement shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable shall substantially
impair  the  benefits  of  the  remaining  provisions  hereof.
     7.9     ENTIRE  AGREEMENT.  This  Agreement,  together  with  the Schedules
attached  to this Agreement (all of which are incorporated into, and made a part
of,  this  Agreement)  and  the  other Transaction Documents, is intended by the
parties  as  a final expression of their agreement and intended to be a complete
and  exclusive  statement  of  the agreement and understanding of the parties to
this  Agreement  in  respect of the subject matter contained herein and therein.
There  are  no  restrictions,  promises,  representations,  warranties  or
undertakings, other than those set forth or referred to herein or therein.  This
Agreement,  together  with  the  Schedules  hereto,  and  the

Note Purchase Agreement.doc          24                  NOTE PURCHASE AGREEMENT


<PAGE>
                                                          HAYNES AND BOONE DRAFT
                                                               DECEMBER 20, 2003


other Transaction
Documents  supersede all prior agreements and understandings between the parties
with  respect  to  such  subject  matter.
7.10     PUBLICITY; CONFIDENTIALITY.  Except as may be required by an applicable
Requirement  of  Law,  (i)  none  of the parties to this Agreement shall issue a
publicity  release  or  public  announcement  or  otherwise  make any disclosure
concerning this Agreement or the transactions contemplated hereby, without prior
approval  by  the other parties hereto (which approval shall not be unreasonably
withheld)  and  (ii)  the  Company,  Bear River and the Purchaser agree that all
information received from each other will be held strictly confidential and each
party  will  take  reasonable  steps  to  maintain  the  confidentiality of such
information;  provided,  however,  that nothing in this Agreement shall restrict
any of the Company, Bear River or the Purchaser from disclosing information: (a)
that  is  already  publicly  available;  and  (b)  to  their  respective  (i)
shareholders,  principals,  and  employees  and  (ii)  attorneys,  accountants,
consultants  and other advisors to the extent necessary to obtain their services
in  connection  with  the  transactions  contemplated by this Agreement.  If any
announcement  is required by law to be made by any party hereto, prior to making
such  announcement  such  party will deliver a draft of such announcement to the
other  parties  and  shall  give  the  other  parties  an opportunity to comment
thereon.
7.11     FURTHER  ASSURANCES.  Each  of the parties shall execute such documents
and  perform  such  further  acts  (including, without limitation, obtaining any
consents,  exemptions, authorizations or other actions by, or giving any notices
to, or making any filings with, any Governmental Authority or any other Person),
as  may  be  reasonably  required  or  desirable  to carry out or to perform the
provisions of this Agreement and to consummate and make effective as promptly as
possible  the  transactions  contemplated  by  this  Agreement.
7.12     EXPENSES.  The  Company  shall  pay  all  expenses  incident  to  the
preparation,  negotiation  and  execution  of  this Agreement, including without
limitation,  all  fees,  costs and expenses of legal counsel, up to an aggregate
$50,000.
                            [SIGNATURE PAGES FOLLOW]

Note Purchase Agreement.doc          25                  NOTE PURCHASE AGREEMENT


<PAGE>




     IN  WITNESS  WHEREOF,  the  parties  to  this  Agreement  have caused their
respective duly authorized representatives to execute and deliver this Agreement
on  the  date  first  above  written.
COMPANY:

UNITED  STATES  ANTIMONY  CORPORATION

- ----------------------------------------
Name: ----------------------------------
Title:----------------------------------

BEAR  RIVER:

BEAR  RIVER  ZEOLITE  COMPANY

- ----------------------------------------
Name:-----------------------------------
Title:----------------------------------

PURCHASER:
DELAWARE  ROYALTY  COMPANY,  INC.

- ----------------------------------------
Name:-----------------------------------
Title:----------------------------------


                           SIGNATURE PAGE
                       NOTE PURCHASE AGREEMENT
<PAGE>

                                    EXHIBIT A
                                  FORM OF NOTE

<PAGE>
                                                         HAYNES AND BOONE DRAFT
                                                              DECEMBER 20, 2003


                                    EXHIBIT B
                               SECURITY AGREEMENT

<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14.0
<SEQUENCE>7
<FILENAME>doc6.txt
<TEXT>


INTRODUCTION

"Quality  and  Integrity"  has been part of United States Antimony Corporation's
(hereinafter  called  the  Company)  since  inception.  Truthfulness,  honesty,
fairness,  to  each  other,  our  Company,  and  to our investors, customers and
suppliers  are the ethical standards by which we live and work.  Each person who
is  an  officer  or  director  of the Company is a Company "associate" and has a
responsibility to deal ethically in all aspects of the Company's business and to
comply  fully  with  all laws, regulations, and Company policies.  Anyone who is
employed  by  the  Company is expected to assume the responsibility for applying
these  standards  of  ethical  conduct.  When in doubt any future employees will
have  the  responsibility  to  seek  clarification  from the appropriate Company
representative.  (See  Disclosure,  Guidance  and  Approvals,  below).

Each  director,  officer  and employee of the Company is required to comply with
this  Code  of  Ethics.

CONFLICTS  OF  INTEREST

A  CONFLICT  OF  INTEREST EXISTS WHEN AN INDIVIDUAL'S PRIVATE INTEREST CONFLICTS
WITH  THE INTERESTS OF THE COMPANY.  WHEN AN INDIVIDUAL'S LOYALTY TO THE COMPANY
AND  CONDUCT OF RESPONSIBILITIES AND DUTIES TOWARDS THE COMPANY IS PREJUDICED BY
ACTUAL  OR  POTENTIAL BENEFIT FROM ANOTHER SOURCE A CONFLICT OF INTEREST EXISTS.

We  are confident of the individual loyalty and honesty of our associates.  Good
relations  with  customers and suppliers and the integrity of our associates are
critical sources of goodwill and absolutely necessary to our success. Associates
should  never  be  in a position where their personal interests or third parties
inappropriately  influence  their  judgment  on  Company  matters.

No  associate  should  be  subject,  or even reasonably appear to be subject, to
influences,  interests or relationships that conflict with the best interests of
the  Company.  This means avoiding any activity that might compromise or seem to
compromise  the integrity of the Company or the associate.  All associates shall
avoid  conflicts  of  interests  in connection with the conduct of the Company's
business  except  as  expressly  permitted  by  this  Code.

Common  Sources  of  Conflicts.
- -------------------------------

Although  it  is  impossible  to  prepare  a  list  of all potential conflict of
interest  situations,  conflicts of interest generally arise in four situations:

- -INTEREST  OF  ASSOCIATE  -  When an associate, a member of the associate's
family  or  a trust in which the associate is involved, has a significant direct
or  indirect  financial  interest  in,  or obligation to, an actual or potential
competitor,  supplier,  lender,  service  provider  or  customer of the Company;

                                              United States Antimony Corporation
                                                                  Code of Ethics
                                                                     Page 1 of 7
<PAGE>

- -INTEREST  OF  RELATIVE  - When an associate conducts business on behalf of
the Company with a supplier or customer of which a relative by blood or marriage
is  a  principal,  partner,  shareholder,  officer,  employee or representative;

- -GIFTS  -  When an associate, a member of the employee's household, a trust
in  which  the employee is involved, or any other person or entity designated by
the  employee,  accepts  gifts,  credits, payments, services or anything else of
more  than  token  or  nominal  value  from  an  actual or potential competitor,
supplier  or  customer;  and

- -MISUSE  OF INFORMATION - When employee misuses information obtained in the
course  of  employment.


Specific  Examples.
- -------------------

While it is not possible to describe every situation, it is useful to consider a
few  examples  in  which  clear conflicts of interest are present so that ground
rules  can  be  established:

- -POSITION  OF  INFLUENCE  - If an associate or a member of that associate's
family  has a significant financial or other beneficial interest in an actual or
potential  supplier  or customer, the associate may not, without full disclosure
and specific written clearance by appropriate Company representatives, influence
decisions  with  respect  to  business  with  such  supplier  or customer.  Such
positions include situations where associates draw specifications for suppliers'
raw  materials,  products or services; recommend, evaluate, test or approve such
raw  materials,  products  or  services;  or participate in the selection of, or
negotiating  arrangements  with,  suppliers.

- -OTHER  POSITIONS  -  It  is  expressly  acceptable for individuals of this
Company  to  serve  as  officers  and  directors  of  other  companies  at their
discretion.


Advance  Disclosure.
- --------------------


Because  conflicts of interest have the potential of serious abuse, all conflict
of  interest  circumstances  affecting  any associate should be disclosed to the
appropriate Company representative. While transactions affected by a conflict of
interest  must  generally  be avoided, there may be times when such transactions
are  nevertheless  fair  and appropriate and in the Company's best interest.  An
associate  who  believes  a  potential  transaction  that  may  be affected by a
conflict  of interest should nevertheless be pursued, must disclose all material
terms  of  the  proposed  matter  to  the  appropriate Company representative in
advance.  No  such transaction may be pursued, however, unless it is approved in
advance  by  the  appropriate, duly authorized and disinterested officers of the
Company,  the  board  of  directors  or  an  appropriate  committee  thereof.

                                              United States Antimony Corporation
                                                                  Code of Ethics
                                                                     Page 2 of 7

<PAGE>

LAWFUL  CONDUCT

All associates shall carry on the business of the Company in compliance with all
applicable  laws.  Without  limiting  this  obligation, the following conduct is
prohibited:

- -Employee  theft,  fraud,  embezzlement,  misappropriation,  or any form of
wrongful  conversion  of  property  belonging  to  the  Corporation  or  another
employee.

- -Any  act  of  fraud, deception or intentional misrepresentation against or
involving  the  Corporation,  a  customer,  a  supplier  or  any  other  party.

- -Any  act  of  bribery,  including  a  promise,  offer  or gift of money or
anything  of  value  made  or  offered  by  an  employee  to:

1.     A  government  official  or  someone  acting  for  the  government;  or

2.     A  person  employed  by,  or acting on behalf of, a customer, supplier or
other  organization  with which the Corporation does business or has prospective
business,  (except  in  the  case  of  certain permitted gifts described below).

- -The  destruction or alteration of Corporation records in order to falsify,
conceal or misrepresent information for any purpose including any motivation to:

1.     Avoid  criticism for errors of judgment or to conceal failure to follow a
supervisor's  instructions;

2.     Show  a  performance  record  better than, or different from, performance
actually  achieved;  or

3.     Misrepresent  the  employee's  performance,  activities,  or  other
transactions,  or  those  of  another  employee.


- -Political  contributions  of  money,  services,  or  other property of the
Corporation  that  are  in violation of the law when the contributions are made.

- -Violations  of securities laws rules or regulations, including concealment
of  information  required  to be disclosed in filings the Corporation makes with
the  Securities  and  Exchange  Commission.


GIFTS

Associates and their families generally shall not solicit or accept gifts, fees,
bequests,  services  or  entertainment  from customers, suppliers or prospective
customers. A gift is regarded as any type of

                                              United States Antimony Corporation
                                                                  Code of Ethics
                                                                     Page 3 of 7

<PAGE>

gratuity, favor, loan, legacy, fee,
compensation,  or  anything  of  monetary  value.  All such gifts are prohibited
except:

- -Business  entertainment  and  other  courtesies  such  as  meals, sporting
events,  and the like, that involves no more than ordinary amenities, and can be
properly  reciprocated by the employee and charged as a business expense. Lavish
or  extravagant  entertainment,  such  as  weekend  trips,  etc.,  should not be
accepted  unless  the  recipient  makes  full  reimbursement  to  the  donor.

- -Gifts  received  because of kinship, marriage, or social relationships and
not  because  of  any  business  relationship.

- -Unsolicited  advertising  or  promotional  materials  that are made widely
available.

- -Customer  or  supplier  paid  travel  or  lodging  where  the  trip  has a
legitimate business purpose.  An appropriate Company representative must approve
any  such  trips  in  advance  in  writing.

- -Fees  or  other  compensation  received  from  an  organization  in  which
membership or an official position is held, subject to prior written approval by
an  appropriate  Company  representative.

Associates  who believe that acceptance of a permitted gift might make them feel
obligated and therefore improperly influenced in the performance of their duties
should not accept it, or turn it over to the Company.  Associates who are unsure
whether a gift is a violation of the law and the Code, should seek guidance from
an  appropriate  Company  representative.

Likewise, no associate of the Company or members of his or her family may extend
a  gift  to  any existing or prospective customer or supplier that will not meet
these  same  criteria.

MISUSE  OF  INFORMATION

No  information  obtained  as  a  result  of  employment or association with the
Company  may  be  used for personal profit or as the basis for a "tip" to others
unless  the Company has made such information generally available to the public.
This is true whether or not direct injury to the Company appears to be involved.
The requirement is not limited to transactions relating to the Company stock but
also  applies  to  securities of any other company and includes any situation in
which  information  may  be  used  as  the  basis  for unfair bargaining with an
outsider.  The public disclosure of confidential data and trade secrets relating
to  our  business  can  have  a  material  adverse  effect on the Company and is
prohibited.

CORPORATE OPPORTUNITIES. A CORPORATE OPPORTUNITY IS AN OPPORTUNITY USEFUL TO THE
COMPANY  THAT  IS DISCOVERED THROUGH THE USE OF COMPANY PROPERTY, OPPORTUNITY OR
POSITION  AS  A  THE  COMPANY  ASSOCIATE.


Associates  are  prohibited  from taking corporate opportunities for themselves.
When  an  associate  uses corporate property, corporate information or corporate
position  for  personal  gain, he or she is taking a corporate opportunity.  You
must  use  corporate  opportunities  only  for advancing the legitimate business
interests  of  the  Company.

                                              United States Antimony Corporation
                                                                  Code of Ethics
                                                                     Page 4 of 7

<PAGE>

COMPLETE  TRUTHFUL  AND  FULL  DISCLOSURES  IN  PUBLIC  FILINGS

The  Company's  filings  made under the Securities Exchange Act of 1934, such as
quarterly  and  annual reports and proxy statements, are to contain all required
disclosures.  All  such  filings  shall  provide required information in a full,
fair,  accurate,  timely, and understandable manner.  The Company has procedures
in  place  to  achieve  these  goals  with  respect  to  securities  reports and
shareholder  communications. Any employee who has concerns about the accuracy or
adequacy  of  disclosures  being  made  in  these  documents should feel free to
contact  the  Chief  Financial Officer.  No employee shall engage in any conduct
with  the  intent  of  impairing  the  Company's compliance with this provision.

ACCOUNTING  MATTERS

The Company's financial statements and books and records on which they are based
must  accurately  reflect  all  corporate  transactions.  All  receipts  and
disbursements  of corporate funds shall be promptly and properly recorded on the
Company's  books, and the Company's records must disclose the nature and purpose
of  the  transactions.  The  Company's  investors,  creditors and other decision
makers  rely  on  its records and have a right to information that is timely and
accurate.

- -All  employees  shall cooperate fully with the independent auditors of the
Company  and  under  no  circumstances  withhold  any  information  from  them.

- -A  director, officer or employee may not maintain the Company's accounting
or other records, or cause them to be maintained, in such a way that they do not
reflect  the true nature of transactions, account balances or other matters with
clarity  and  completeness.

- -A  director,  officer  or  employee  may  not establish for any purpose an
unauthorized, undisclosed, or unrecorded fund or asset account involving Company
assets.

- -A  director,  officer  or  employee  may  not  allow  transactions  with a
supplier,  agent,  or  customer  to  be  structured  or  recorded  in  a way not
consistent  with  normal  business  practice  or  generally  accepted accounting
principles.

- -No false, incomplete, misleading or artificial entries or records shall be
made  on the books or records of the Company or its subsidiaries for any reason.
The  shifting  of  charges  or  costs  to  inappropriate accounts is prohibited.

- -No  payment  on  behalf  of the Company shall be made or approved with the
understanding  that it will or might be used for something other than the stated
purposes.

- -No  undisclosed or unrecorded corporate funds shall be established for any
purpose,  nor shall the Company funds be placed in any personal or non-corporate
account.

- -"Slush  funds"  or similar off-book accounts, where there is no accounting
for  receipts  or  expenditures  on  corporate  books,  are  prohibited.

United States Antimony Corporation
                                                                  Code of Ethics
                                                                     Page 5 of 7

<PAGE>


A system of internal accounting controls shall be maintained which is sufficient
to  provide  reasonable  assurances  that  transactions:

- -are  executed  in  accordance  with  management's  authorization,

- -are  recorded  in  a  manner  that  permits  preparation  of the Company's
financial statements in conformity with generally accepted accounting principles
and  applicable  regulations,  and

- -are  recorded  so  as to maintain accountability for the Company's assets.

No  officer  or  employee  acting  on  behalf of the Company shall engage in any
activity  that  circumvents  or  seeks  to  circumvent  the Company's systems of
internal  controls.

DISCLOSURE,  GUIDANCE  AND  APPROVALS

This  Code  permits  or  requires  associates  in various situations to disclose
certain facts to, and seek guidance or obtain approval from "appropriate Company
representatives".

For  each  associate,  the  "appropriate  Company representative" is as follows:

- -In  the  case of any non-officer employee, such employee's supervisor.  If
such  employee  has  concerns  regarding  the  supervisor's  objectivity  or
independence  with respect to the matter, the appropriate Company representative
is  the  Chief  Financial  Officer.

- -In  the  case  of  any officer or management employee (other than the CEO,
President,  CFO  or  Controller)  the  appropriate Company representative is the
Chief  Financial  Officer.  If  such  employee  has concerns regarding the Chief
Financial  Officer's objectivity or independence with respect to the matter, the
appropriate  Company  representative  is  the  Chief  Executive  Officer  or the
President.

- -In  the  case  of  the  Chief  Executive Officer, the President, the Chief
Financial  Officer  or the Controller, and any director, the appropriate Company
representative  is the Chairman of the Audit Committee of the Board of Directors
or,  if  the  Chairman  so  determines,  the  full  Audit  Committee.



These  are  the  persons  associates should contact to seek guidance, to clarify
issues  and  to  obtain  confirmation  that  a  particular  course of conduct or
transaction is permissible or impermissible under this Code. The Audit Committee
has  adopted  separate procedures for employees to report concerns they may have
regarding financial reporting abuses, illegality or violations of this Code on a
confidential  basis.  The  Company  Corporation Employee Reporting Procedure for
Accounting  and  Auditing  Concerns are circulated periodically and any employee
may  obtain  a  copy  from  the  Chief  Financial  Officer.

CERTIFICATIONS

Employees  may  be  required  periodically to certify their understanding of and
intent  to  comply  or  past  compliance  with  this  Code.

United States Antimony Corporation
                                                                  Code of Ethics
                                                                     Page 6 of 7

<PAGE>

Any  employee who violates this Code of Ethics is subject to possible suspension
or other disciplinary action, including discharge.  Any employee who assists in,
or  knowingly  fails  to  report,  a  violation  of this Code is also subject to
suspension,  discharge  or other appropriate action. Any employee who suspects a
violation  of these policies (including any material transaction or relationship
that  gives  rise  to  a  conflict  of  interest  which to the knowledge of such
employee  has  not  been disclosed to the appropriate persons) should inform the
appropriate  Company  representatives  by using the Company Corporation Employee
Reporting  Procedure  for  Accounting  and  Auditing  Concerns.

ADOPTED  AND  ACCEPTED  BY  THE BELOW SIGNED DIRECTORS OF UNITED STATES ANTIMONY
CORPORATION.


Signed  this  23rd  day  of  March  2004.



/s/ John C. Lawrence
- -----------------------------
John  C.  Lawrence


/s/ Robert A. Rice
- -----------------------------
Robert  A.  Rice


/s/ Leo Jackson
- -----------------------------
Leo  Jackson

United States Antimony Corporation
                                                                  Code of Ethics
                                                                     Page 7 of 7





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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