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.

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                                                     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.

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                                                     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

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                                                     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.

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                                                     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

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                                                     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]

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     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:-------------------------


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