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




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                                                          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

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                                                          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

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                                                          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





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                                                          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.

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                                                          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."

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                                                          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

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                                                          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.

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                                                          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

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                                                          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]

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<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>