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

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<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

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<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:

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<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,

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<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

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<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

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<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