EXHIBIT 10.16

                       AMENDED AND RESTATED LOAN AGREEMENT


         THS AMENDED AND  RESTATED  LOAN  AGREEMENT  (as the same may be amended
from time to time,  "this  Agreement") is made as of the 20 day of March,  1997,
among GERALD METALS,  INC., a Delaware  corporation  with its principal place of
business  at High  Ridge  Park  P.O.  Box  10134,  Stamford,  Connecticut  06904
("Lender"), and DAKOTA Mining CORPORATION, a federal corporation organized under
the Canada  Business  Corporation  Act  ("Dakota"),  BROHM MINING CORP., a South
Dakota  corporation  ("Brohm"),   STIBNITE  MINE  INC,  a  Delaware  corporation
("Stibnite"),  and BARRIER REEF INC.,  a Delaware  corporation  ("Barrier"  and,
jointly and severally  with Dakota,  Brohm and Stibnite,  "Borrower"),  all with
principal offices at 410 Seventeenth Street, Suite 2450, Denver, Colorado 80202.

         Borrower has requested that Lender provide  Borrower with secured loans
m an  aggregate  principal  amount  not to exceed  Seven  Million  Five  Hundred
Thousand  Dollars  (57,500,000)  at any time  outstanding,  (the  "Loan(s)") and
Lender  has  agreed to extend  such  Loan  upon the  terms  and  subject  to the
conditions  hereinafter set forth  Capitalized  terms used herein are defined in
Section 1 of this Agreement. To effectuate this arrangement, Lender and Borrower
agree as follows:

         1.       Definitions. For the purposes of this Agreement:

                  "Affiliate" shall mean any Person which directly or indirectly
         controls,  is controlled by, or is under common control with,  Borrower
         or any Subsidiary For purposes of this Agreement,  "control" shall mean
         the possession, directly or indirectly, of the power to (i) vote twenty
         percent (20%) or more of the securities  having  ordinary  voting power
         for the  election of  directors  of such Person or (ii) direct or cause
         the  direction  of  management  and  policies of such  Person,  whether
         through the ownership of' `voting securities,  by contract or otherwise
         and either alone or in conjunction with others or any group.

          "Borrower" shall have the meaning given to such term in the preamble.

          "Breakage  Costs"  shall mean the amount of any reduced  return to, or
          fees incurred by, Lender as a result of any prepayment or late payment
          by Borrower of any payment amount due under the Note.

          "Business  Day"  shall  mean any day of the year  other  than a day on
          which banking  institutions  in the States of New York or Colorado are
          authorized by law to close.

          "Code" shall mean the internal Revenue Code of 1986, as amended.


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                  "Collateral"  shall  mean  any  and  all  assets,  rights  and
         interests in or to property of Borrower pledged or mortgaged to Lender,
         or in which a security  interest  is  granted  to Lender,  from time to
         time, as security pursuant to the Security Documents, whether now owned
         or hereafter acquired.

                  "Commitment"  shall  have the  meaning  given to such  term in
Section 2(a) of this Agreement.

                  "Controlled  Premises"  shall have the  meaning  given to such
term in Section 8(k)(iii) of this Agreement.

                  "Date of  Acceleration"  shall have the meaning  given to such
term in Section 12 of this Agreement.

                  "Default" shall mean an event, condition or default which with
         the giving of notice,  the passage of time, or both,  would be an Event
         of Default.

                  "Dollar(s)"  and the sign "$" shall mean  lawful  money of the
United States of America.

                  "Environmental  Requirement(s)"  shall  mean  any  present  or
         future law, statute, ordinance, rule, regulation, order, code, license,
         permit,  decree,  judgment  or  directive  of  or by  any  Governmental
         Authority and relating to or adduessin8  the protection of human health
         or the environment, including, without limitation, all laws relating to
         emissions,  discharges,  releases or threatened releases of pollutants,
         contaminants,  chemicals, or industrial,  toxic or hazardous substances
         or wastes into the environment  (including,  without  limitation,  air,
         surface  water,  ground water or land),  or  otherwise  relating to the
         manufacture,   processing,   distribution,   use,  treatment,  storage,
         disposal, transport or handling of pollutants,  contaminants, chemicals
         or industrial, toxic or hazardous substances or wastes.

                  "Event of Default"  shall have the meaning  given to such term
in Section 12 of this Agreement.

                  "Fair  Market  Value" on any day shall mean the Second  London
         Gold  Fixing for that day (if such  Fixing  does not occur on such day,
         the  Fixing  for  the  immediately   preceding  day  for  which  it  is
         available).

                  "Governmental  Authority" shall mean the federal government of
         the  United  States of  America  or Canada  and the  government  of any
         province,  state, county,  municipality or other political  subdivision
         thereof or any  governmental  body,  agency,  authority,  department or
         commission (including, without limitation, any taxing authority) or any
         instrumentality or officer thereof (including,  without limitation, any
         court  or  tribunal)  exercising  executive,   legislative,   judicial,
         regulatory or  administrative  functions of or pertaining to government
         and any corporation, partnership or other entity directly or indirectly
         owned by or controlled by the foregoing.


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          "Guarantor"  shall  mean  MinVen  Gold (USA)  Corporation,  a Delaware
          corporation.

                  "Guaranty"  shall  mean  that  certain  Amended  and  Restated
         Limited Guaranty of even date herewith of Guarantor in favor of Lender,
         as the same may be amended,  modified,  restated or  supplemented  from
         time to time.

                  "Hazardous  Material" shall mean any material or substance (i)
         which,  whether by its nature or use, is now or hereafter  defined as a
         hazardous waste, hazardous substance,  hazardous material, pollutant or
         contaminant under any  Environmental  Requirement,  including,  but not
         limited to, the Comprehensive Environmental Response,  Compensation and
         Liability Act of 1980 ("CERCLA"),  42 U.S.C.  ss.9601(14) and (33), the
         Resource  Conservation and Recovery Act ("RCRA"),  42 U.S.C ss.6903(5),
         and the laws of the  States  of Idaho or South  Dakota,  (ii)  which is
         toxic,  explosive,  corrosive,  flammable,   infectious,   radioactive,
         carcinogenic,  mutagenic or otherwise  hazardous to human health or the
         environment,  (iii)  which is or  contains  petroleum  or any  fraction
         thereof;  including crude oil, heating oil, gasoline or diesel fuel, or
         (iv) the presence of which requires  investigation or remediation under
         any Environmental Requirement.

                  "Intercreditor    Agreement"    shall   mean   that    certain
         Intercreditor Agreement, dated as of February 26,1997, among Lender, N.
         M.  Rothschild  & Sons  Limited and Dakota,  as amended by that certain
         First  Amendment of even date herewith and as the same may hereafter be
         amended, modified or supplemented.

             "Interest" shall have the meaning given to such term in
Section 3(a) of this Agreement.

          "Leases" shall have the meaning given to such term in Section
10(i) of this Agreement.

                       "Lender" shall have the meaning given to such term in the
preamble of this Agreement.

                  "Liens" shall mean any lien, claim, charge,  pledge,  security
         interest, mortgage, deed of trust or other encumbrance.

                  "LIBOR" shall mean the overnight London Interbank Offered Rate
         quoted by  Telerate,  as of 11:00 a.m.  British  Standard  Time,  or as
         otherwise mutually agreed.


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                  "Loan  Balance(s)"  at any  particular  time  shall  mean  the
         aggregate  principal  amount  of  Loans  then  outstanding  under  this
         Agreement from time to time.

                  "Loan  Documents"  shall mean this  Agreement,  the Note,  the
         Security Documents and all other documents or instruments  executed and
         delivered by or on behalf of Borrower in connection  with the Loans and
         the  transactions  contemplated  hereby,  as the same  may be  amended,
         modified, restated or supplemented from time to time.

                  "Loan(s)"  shall  have the  meaning  given to such term in the
preamble of this Agreement.

                  "Market  Value" on any day shall mean the Second  London  Gold
         Fixing  for that day (if such  Fixing  does not occur on such day,  the
         Fixing for the immediately preceding day for which it is available).

          "Maturity  Date" shall mean as to (i) Loan  Balances in excess of Five
          Million Dollars ($5,000,000),  July31,  ------------- 1997 and (ii) as
          to all Loan Balances, October 30, 1998.

                  "1996  Revolving  Credit  Agreement"  shall mean that  certain
         Revolving Loan Agreement  between Lender and Borrower dated as of April
         12, 1996.

                  "Note" shall mean the amended and  restated  secured loan note
provided for in Section 4 of this Agreement.

                  "Notice" or  "Notices"  shall mean all  requests,  demands and
         other communications,  in writing (including facsimile  transmissions),
         sent  by  overnight   delivery  service,   facsimile   transmission  or
         hand-delivery to the other party at that party's Principal Office.

                  "Permitted Liens" shall mean certain existing liens identified
on Exhibit C hereto.

                  "Person" shall mean any individual, corporation,  partnership,
         joint  venture,  limited  liability  company,  trust or  unincorporated
         organization, or any Governmental Authority.

                  "Premises" shall mean the Stibnite  property in Valley County,
         Idaho and the Gilt Edge property  (including,  without limitation,  the
         Anchor Hill Mine) in Lawrence County, South Dakota.

                  "Prime Rate" shall mean the rate of interest from time to time
         established by The Chase Manhattan Bank,  N.A., at its principal office
         in New York,  New York, as its prime rate for US.  domestic  commercial
         loans;  any change in the Prime Rate to be  effective as of the opening
         of business on the day on which such change becomes effective; it being
         understood  and agreed that the Prime Rate is a reference rate only and
         does not necessarily represent the lowest or best rate actually charged
         to any customers of such banking institution.


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                  "Principal Office" shall mean:

                           For Lender:

                                    Gerald Metals, Inc.
                                    High Ridge Park
                                    P.O. Box 10134
                                    Stamford, Connecticut 06904
                                    Attention: Susan Scoggins, cc: Treasurer
                                    FAX No.: (203) 329-4844

                           For Borrower:

                                 Dakota Mining Corporation, Brohm Mining Corp.,
                                    Stibnite Mine Inc. and Barrier Reef Inc.
                                    c/o Dakota Mining Corporation
                                    410 Seventeen Street, Suite 2450
                                    Denver, Colorado 80202
                                    Attention: Robert R Gilmore
                                    FAX No.: (303) 573-1012

                  "Refining     Agreements"    shall    mean    those    certain
                  Refining/Purchase  Agreements  of even date  herewith  between
                  Lender  and  Borrower  as  amended,   modified,   restated  or
                  supplemented from time to time.

                  "Security  Agreement(s) " shall mean those certain Amended and
                  Restated  Security  Agreements  of even date  herewith made by
                  Dakota, Brohm, Stibnite and Barrier in favor of Lender, as the
                  same may be amended,  modified,  restated or supplemented from
                  time to time.

                  "Security Documents" shall have the meaning given to such term
in Section 7 of this Agreement.

                  "Subsidiary"  shall mean (i) any  corporation  in an  unbroken
                  chain of  corporations  beginning  with Borrower if all of the
                  corporations  (other than the last corporation in the unbroken
                  chain)  in the  aggregate  then  own  stock  possessing  fifty
                  percent  (50%) or more of the total  combined  voting power of
                  all classes of stock in one of the other  corporations in such
                  chain,  (ii) any  partnership or nominee realty trust in which
                  Borrower (or any  Subsidiary) is a general  partner,  or (iii)
                  any   partnership  in  which  Borrower  (or  any   Subsidiary)
                  possesses  a fifty  percent  (50%) or greater  interest in the
                  total capital or total income of such partnership.


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                  "USMX" shall have the meaning  given to such term in Section 7
of this Agreement.

                  2.  Loans.
                           (a)  Subject  to  all  of the  terms  and  conditions
                  contained in this  Agreement  and provided no Default or Event
                  of  Default  has  occurred,  Lender  agrees  to make  loans to
                  Borrower from time to time up to and including 12:00 noon (New
                  York City time) on March 31, 1998 or the Date of Acceleration,
                  whichever first occurs,  in an aggregate  amount not to exceed
                  Seven Million Five Hundred Thousand Dollars  ($7,500,000) (or,
                  subsequent to July 31,1997,  Five Million Dollars ($5,000,000)
                  (the "Commitment")~ Subject to all of the terms and conditions
                  contained  in this  Agreement,  Borrower  may borrow under the
                  provisions  of this  Section  (each  Loan  to be in a  minimum
                  amount of $500,000 or an integral multiple thereof).

                           (b)  The  Loan  Balance  shall  be  repaid  (i) as to
                  amounts in excess of Five  Million  Dollars  ($5,000,000),  on
                  July31,  1997 and  (ii) as to Loan  Balances  of Five  Million
                  Dollars  ($5,000,000) or less, in five (5) consecutive monthly
                  installments,  each in an  amount  equal to the  lesser of One
                  Million Dollars  ($1,000,000) or one-fifth (1/5th) of the Loan
                  Balance  outstanding  on June  30,1998,  commencing on June30,
                  1998 and  continuing  thereafter  on the last  Business Day of
                  each  consecutive  calendar  month  up to  and  including  the
                  Maturity Date.

                           (c)  Loans  will  be made by  Lender  within  one (1)
                  Business Day after Lender's receipt of a written request for a
                  Loan  in the  form  of  Exhibit  B  hereto,  signed  by a duly
                  authorized officer of Borrower  indicating the date and amount
                  of the Loan requested and  acknowledging the principal balance
                  outstanding  on the Loans,  as of the said date  after  taking
                  into  consideration  the  amount of the Loan as so  requested.
                  Such  written  request  for a  Loan  may be  delivered  by any
                  reasonable means, including facsimile transmission.

                           (d) On the date of  execution  and  delivery  of this
                  Agreement,  Borrower will (i) pay Lender a facility fee in the
                  amount of  $150,000,  (ii) grant Lender a gold call option for
                  five  thousand  (5,000)  troy ounces of gold at Three  Hundred
                  Eighty  Five  Dollars  ($385)  per troy ounce  expiring  March
                  27,1998 for value March 31, 1998 and (iii) grant Lender a five
                  (5) year  option from the date of this  Agreement  to purchase
                  one hundred  thousand  (100,000) frilly  registered  shares of
                  common  stock of  Dakota  at the  market  price on the date of
                  execution and delivery of this Agreement.


                  3.   Interest Payments.

                           (a) The outstanding  principal balance of Loans shall
                  bear  interest,  from the date a Loan is made until payment in
                  full, at LIBOR plus two and one- quarter  percent (2 1/4%) per
                  annum  ("Interest").  Interest  payments by Borrower to Lender
                  shall be made monthly on the first  Business  Day  immediately
                  following the month for which such Interest is calculated  and
                  with a final  payment due and payable on the Maturity  Date in
                  an amount equal to all accrued and unpaid  Interest  hereunder
                  as of the Maturity  Date  Interest  shall be calculated on the
                  basis of the  actual  number  of days  elapsed  over a year of
                  three hundred sixty (360) days.


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                           (b) Payments and any prepayments  (including premiums
                  thereon) of the  principal  amount of the Loans,  Interest and
                  other payments hereunder may be made in Dollars. Payment shall
                  be made in immediately available funds at the principal office
                  of The Chase Manhattan Bank,  N.A., New York, New York for the
                  account of Lender (Account No 910-120-1995, ABA No 021000021),
                  initiated by bank wire  transfer not later than 12:00 noon New
                  York time on the date on which such  payment  shall become due
                  (each such payment  initiated after such time on such due date
                  to be deemed to have been made on the next succeeding Business
                  Day) or such  other  account at the same or such other bank as
                  Lender shall direct.

                           (c) Borrower  shall pay interest  with respect to all
                  amounts not paid when due under this  Agreement or the Note at
                  a rate equal to four percent (4%) greater than the Prime Rate,
                  computed from the date due and  calculated on the basis of the
                  actual  number of days  elapsed  over a year of three  hundred
                  sixty (360) days.

                           (d) The payment  obligations  of Borrower  under this
                  Agreement  are  absolute  and  unconditional  and shall not be
                  affected by reason of; but not limited to, force majeure.

                           (e) Notwithstanding anything herein contained, if any
                  law, regulation,  treaty or official directive,  or any change
                  therein or in the interpretation or application thereof by any
                  Governmental  Authority,  shall make it unlawful for Lender to
                  give effect to any of its obligations as contemplated  hereby,
                  Lender,  by Notice to Borrower,  may declare that Lender shall
                  be  released  from such  obligations  (but  without in any way
                  releasing Borrower from any of its obligations hereunder).  To
                  the  extent  that such  requirement  or  illegality  obligates
                  Lender to require  repayment of the Loan,  Borrower will repay
                  the  Loans  at such  time or  times,  and in such  manner,  as
                  necessary to satisfy such  requirement  or  illegality  and as
                  designated  by Lender by Notice to Borrower  together with any
                  accrued  Interest  and other  amounts  payable by  Borrower to
                  Lender under this Agreement and the Note.

                           (f)  Borrower  hereby  agrees to  indemnify  and save
                  Lender  harmless  from  and  against  any  liability   (either
                  directly or by way of deduction, withholding or otherwise) for
                  any present or future tax, duty, levy,  impost,  fee or charge
                  in respect of; or arising out of; the  execution  and delivery
                  of or performance  under this Agreement,  or the making of the
                  Loans hereunder or the consummation of any of the transactions
                  contemplated  by this  Agreement,  other than taxes  which are
                  assessed on a net income  basis and  remitted by Lender to the
                  United  States of America  and any  political  subdivision  or
                  taxing authority thereof or therein, in respect of; or arising
                  out of; the  making of the Loans  hereunder  and the  entering
                  into  of the  transactions  described  above.  In  particular,
                  without   limitation,   if  Borrower  should  be  required  or
                  compelled to make any deduction or  withholding  of any tax or
                  other amount as aforesaid  from any Interest or other payments
                  or  deliveries  payable  to Lender  hereunder,  Borrower  will
                  promptly and without any requirement of notice by Lender,  pay
                  to Lender a sum which, after deduction of all applicable taxes
                  thereon,  shall  result  in  Lender's  receiving  one  hundred
                  percent  (100%) of the amounts of  interest  or other  payment
                  which would have been received by Lender if such  deduction or
                  withholding were not required.  Borrower shall also deliver to
                  Lender  within  thirty (30) days after  Borrower  has made any
                  payment  from  which  it is  required  by law to make any such
                  withholding  or deduction a receipt  issued by the  applicable
                  taxing  or  other  authorities  evidencing  the  deduction  or
                  withholding of all amounts required to be deducted or withheld
                  from  such  payment.  Upon  receipt  by Lender of (i) such tax
                  receipts and other related  information and documents and (ii)
                  the benefit of any  reduction  in federal or any other  income
                  tax  liability  as  determined  by Lender,  in its  reasonable
                  discretion,  resulting from the crediting or deducting of such
                  withholding  taxes in the computation of such tax, Lender will
                  forthwith reimburse Borrower an amount so that Lender shall be
                  in the same  position  it would have been if such  withholding
                  taxes  had  not  been   imposed.   It  is  agreed   that  such
                  determination  may  be  revised  and  Borrower  will  make  an
                  appropriate  adjustment with Lender after any  disallowance of
                  such  credit or  deduction  upon  audit.  The  obligations  of
                  Borrower and Lender,  and their respective  obligations to pay
                  any sums which may become  payable,  under this  Section  3(f)
                  will  survive  the  expiration  or other  termination  of this
                  Agreement.

                  4. Note.  The Loans  shall be  evidenced  by the  Amended  and
                  Restated  Secured  Loan Note of Borrower in favor of Lender of
                  even date herewith in the principal amount of up to$7,500,000,
                  as the same may be amended,  modified or restated from time to
                  time, which shall be substantially in the form attached hereto
                  as  Exhibit A which  promissory  note is  hereby  incorporated
                  herein by reference and made a part hereof (the "Note").

                  5.   Prepayment.
                           (a) If at any lime the Loan Balance  shall exceed the
                  Commitment,  then Borrower shall immediately  prepay the Loans
                  in an amount equal to such excess.

                           (b) Subject to the  provisions  hereof;  Borrower may
                  prepay,  without  penalty (other than Breakage  Costs, if any)
                  the  Loans in whole or in part  upon not less  than  seven (7)
                  days'  prior  written  notice to  Lender.  Such  notice  shall
                  specify the  prepayment  date and the amount of the prepayment
                  (which shall be at least  $250,000) and shall be  irrevocable.
                  Interest  on the amount  prepaid,  accrued  to the  prepayment
                  date,  shall be paid on the prepayment date Borrower also will
                  promptly  pay  Lender,  within  five (5)  Business  Days after
                  Lender's Notice and demand therefor, all Breakage Costs.

               (c)  Prepayments  shall  be  applied  first  to  all  outstanding
                    Interest, and then to outstanding principal.

               6.   Application of Proceeds.  The proceeds of the Loans shall be
                    used  solely  for  (i)   repayment   of  all   indebtedness,
                    liabilities  and obligations of Borrower to Lender under the
                    1996 Revolving Credit Agreement, (ii) the Gilt Edge Mine and
                    seasonal startup of the Stibnite Mine and general  corporate
                    purposes  related  thereto  and  (iii)  as to  Loan  Balance
                    amounts  in excess  of Five  Million  Dollars  ($5,000,000),
                    working  capital needs at the Illinois  Creek gold property.
                    None of such  proceeds  shall be used to  purchase  or carry
                    margin  stock or to extend  credit to others for the purpose
                    of probating or carrying any margin stock.

               7.   Security.  Payment  and  performance  of  all  indebtedness,
                    liabilities  and  obligations  of Borrower to Lender and any
                    other  indebtedness  and  liabilities of Borrower to Lender,
                    whether under the Note or otherwise, shall be secured by:


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                    (a)  a first  priority  security  interest in the Collateral
                         pursuant to the terms of the Security Agreements;

                    (b)  the Guaranty;

                    (c)  a certain  Amended and  Restated  Pledge  Agreement  of
                         Guarantor  in favor of Lender  covering  all  shares of
                         Brohm, Stibnite and Barrier;

                    (d)  a  certain  First  Mortgage,  Assignment  of Rents  and
                         Royalties,  Security Agreement and Financing  Statement
                         executed by Stibnite and Barrier  dated as of April 12,
                         1996  granting  thereby  to  Lender  a  first  priority
                         mortgage  lien on the real estate and all  improvements
                         thereon  located at the Stibnite  Mine, as amended by a
                         certain First Amendment of even date herewith;

                    (e)  a  certain  Mortgage-Collateral  Real  Estate  Mortgage
                         executed by Brohm  dated as of April 12, 1996  granting
                         thereby to Lender a first priority mortgage lien on the
                         real estate and all  improvements  thereon known as the
                         Gilt  Edge  property  of  Brohm   (including,   without
                         limitation,  the  Anchor  Hill  Mine),  as amended by a
                         certain First Amendment of even date herewith;

                    (f)  a certain  Collateral  Assignment and Pledge  Agreement
                         executed by Dakota with respect to a certain $3,000,000
                         promissory note of USMX,  Inc., a Delaware  corporation
                         in favor of  Dakota  and the  pledge of shares of MXUS,
                         S.A. de C.V., a Mexican corporation;

                    (g)  a  Mortgage  and  Pledge  Agreement   pledging  Thunder
                         Mountain (Valley County) contracts and rights described
                         therein;

                    (h)  an   Intercreditor   Agreement   among   Lender,   N~M.
                         Rothschild  &  Sons  Limited  and  Dakota  dated  as of
                         February  26,  1997,  as  amended  by a  certain  First
                         Amendment of even date herewith; and

                    (i)  such other  security  documents  as rnay he required by
                         Lender and necessary to attach or perfect a Lien in the
                         items covered by Subsections (a) through (h) above.

                  All  agreements and  instruments  described in this Section 7,
                  together with any and all other agreements and instruments now
                  or hereafter  securing  the Note,  are  sometimes  hereinafter
                  referred  to  collectively  as the  "Security  Documents"  and
                  individually as a "Security Document".

                  8.  Representations and Warranties.  To induce Lender to enter
         into this Agreement and to make the Loans,  Borrower hereby  represents
         and warrants to Lender  (which  representations  and  warranties  shall
         survive the delivery of the Note and the making of the Loans) that:

                           (a) Borrower (i) is duly organized,  validly existing
                  and in good standing under the laws of the state or country of
                  its  incorporation,  (ii) has full power and  authority to own
                  its properties and to carry on business as now being conducted
                  and is qualified to do business in every jurisdiction in which
                  the nature of its assets and the business carried on make such
                  qualification  necessary or advisable and (iii) has full power
                  to execute, deliver and perform its obligations, respectively,
                  under this Agreement and the Note;

                           (b) The  execution  and delivery and  performance  by
                  Borrower of its obligations  under this Agreement and the Note
                  have been duly authorized by all requisite action and will not
                  violate any  provision of law, any order of any court or other
                  agency of  government,  the  corporate  charter  or by-laws of
                  Borrower or any  indenture,  agreement or other  instrument to
                  which  it is a  party,  or by  which  it  is  bound,  or be in
                  conflict with,  result in a breach of; or constitute (with due
                  notice or lapse of time or both) a default under, or except as
                  may be provided by this  Agreement,  result in the creation or
                  imposition  of any Lien of any nature  whatsoever  upon any of
                  the  property  or assets of  Borrower  pursuant  to,  any such
                  indenture, agreement or instrument;

                           (c)  Borrower is not  required to obtain any consent,
                  approval or authorization  from, or to file any declaration or
                  statement  with,  any  governmental  instrumentality  or other
                  agency in connection  with or as a condition to the execution,
                  delivery or performance of this Agreement or the Note;

                           (d) There is no action,  suit or proceeding at law or
                  in equity or by or before any governmental  instrumentality or
                  other  agency now pending or, to the  knowledge  of  Borrower,
                  threatened against or affecting Borrower;

                           (e) Borrower has good title to all of its  properties
                  and  assets,  free and clear of all Liens of any kind  (except
                  (i) Permitted Liens and (ii) restrictions, easements and minor
                  irregularities  in title  which do not and will not  interfere
                  with the  occupation,  use and  enjoyment  by Borrower of such
                  properties  and assets in the normal course of its business as
                  presently  conducted  or  materially  impair the value of such
                  properties and assets for the purpose of such business);

                           (f)  Any  borrowings  made  by  Borrower  under  this
                  Agreement  do not and  will  not  render  Borrower  insolvent;
                  Borrower is not contemplating  either the filing of a petition
                  by it under any state or federal bankruptcy or insolvency laws
                  or the  liquidating of all or a major portion of its property,
                  and Borrower has no knowledge of any person  contemplating the
                  filing of any such petition against it;

                           (g) No  statement  of fact  made by or on  behalf  of
                  Borrower in this  Agreement or in any  certificate or schedule
                  furnished  to Lender  pursuant  hereto,  contains  any  untrue
                  statement  of a material  fact or omits to state any  material
                  fact necessary to make statements  contained therein or herein
                  not  misleading.  There is no fact presently known to Borrower
                  which  has not  been  disclosed  to  Lender  which  materially
                  affects  adversely,  nor as far as Borrower can foresee,  will
                  materially affect adversely the property, business, operations
                  or condition (financial or otherwise) of Borrower;

                           (h) Borrower  has filed all federal,  state and local
                  tax returns required to be filed and has paid or made adequate
                  provision  for the  payment  of all  federal,  state and local
                  taxes, charges and assessments;

                           (i) All work performed and other actions or omissions
                  to act at the mines and other properties owned and/or operated
                  by Borrower,  and the current condition of such mines,  comply
                  in all material  respects with all applicable laws (including,
                  without limitation,  all federal mining safety and health acts
                  and all local,  state,  provincial  and federal  environmental
                  laws),  ordinances,  rules and regulations of any governmental
                  agency  and with all  directions,  rules  and  regulations  of
                  officers of every governmental agency having jurisdiction over
                  such  mines and  other  properties  and there are no  existing
                  material  violations of any such applicable laws,  ordinances,
                  directions, rules or regulations;

                           (j)  There  are  no  threatened  proceedings  or  any
                  situation which (to Borrower's  knowledge)  would give rise to
                  proceedings against Borrower in respect of air, water; surface
                  or subsurface  environmental  conditions resulting directly or
                  indirectly from the use, transportation,  storage or discharge
                  of  pollutants  in, about or relating to assets or business of
                  Borrower which, if adversely determined, would have a material
                  adverse effect on the business and operations of Borrower; and

                    (k)  Borrower:

                    (i)  has   obtained   all   permits,   licenses   and  other
                         authorizations    which   are   required    under   all
                         Environmental Requirements;

                    (ii) is in  compliance  in all  material  respects  with all
                         terms and conditions of the required permits,  licenses
                         and authorizations,  and is also in compliance with all
                         other   Environmental   Requirements   or  requirements
                         contained in any regulation, code, plan, order, decree,
                         judgment,  injunction,  notice or demand letter issued,
                         entered, promulgated or approved thereunder;

                    (iii)has never  caused or, to its  knowledge,  permitted  or
                         suffered to exist any Hazardous Material to be spilled,
                         placed, held, located or disposed of on, under or about
                         The Premises or released  Hazardous  Material  into the
                         atmosphere, any body of water or any wetlands in excess
                         of maximum permitted regulatory levels or about which a
                         Governmental  Authority might require corrective action
                         nor  are  any now  existing  on,  under  or  about  the
                         Premises  or any  other  premises  owned or  leased  by
                         Borrower while such  Controlled  Premises were owned or
                         leased  by  Borrower   (collectively   the  "Controlled
                         Premises");

                                    (iv) has no  knowledge  that the  Controlled
                           Premises have ever been used (whether by Borrower or,
                           to the  best  knowledge  of  Borrower,  by any  other
                           Person) as a treatment,  storage or disposal (whether
                           permanent  or  temporary)   site  for  any  Hazardous
                           Material  in excess of maximum  permitted  regulatory
                           levels or which is otherwise not in  compliance  with
                           applicable Environmental Requirements;

                                    (v) has not  received  any  notice  from any
                           Governmental  Authority  or any  tenant,  occupant or
                           operator of the Controlled Premises or from any other
                           Person with respect to the environmental condition of
                           the Controlled Premises,  the improvements thereon or
                           any other property  which was previously  included in
                           the property  description of the Controlled  Premises
                           or such other real  property,  or with respect to the
                           release of  Hazardous  Material  at,  upon,  under or
                           within the Controlled  Premises,  the improvements or
                           such  other  real  property,  or the past or  ongoing
                           migration  of  Hazardous  Material  from  neighboring
                           lands or to the Controlled  Premises or  Improvements
                           thereto; and

                                    (vi)  has no  knowledge  of any  underground
                           storage tanks,  asbestos-containing  materials, PCBs,
                           radon gas or urea  formaldehyde  foam  insulation at,
                           upon,  under or within  the  Controlled  Premises  or
                           improvements thereon.

          9.   Conditions of Making the Loans.  The obligation of Lender to make
               the  Loans  hereunder  is  subject  to  the  satisfaction  of the
               following conditions precedent:

                           (a) The  representations  and warranties set forth in
                  Section 8 hereof and in all other Loan Documents shall be true
                  and  correct on and as of the date hereof and the date of each
                  Loan.

                           (b) Borrower  shall have  executed  and  delivered to
                  Lender,  or caused to be executed and delivered to Lender;  on
                  or prior  to the  date of  execution  of this  Agreement,  the
                  following:

                                    (i)  The Note;

                                    (ii)  A  certificate  of  the  Secretary  or
                           Assistant  Secretary  of Borrower  certifying  to the
                           votes of  Borrower's  Board of Directors  authorizing
                           the  execution  and delivery of this  Agreement,  the
                           Note and the Loan Documents;

                                    (iii)  A  certificate  of the  Secretary  or
                           Assistant  Secretary of Borrower  which shall certify
                           the names of the officers of Borrower  authorized  to
                           sign this Agreement, the Note and any other documents
                           or  certificates  to be  delivered  pursuant  to this
                           Agreement  by  Borrower  or  any  of  its   officers,
                           together  with the true  signatures  of such officers
                           Lender  may  conclusively  rely on  such  certificate
                           until it shall receive a further  certificate  of the
                           Secretary  or  an  Assistant  Secretary  of  Borrower
                           canceling  or  amending  the  prior  certificate  and
                           submitting  the  signatures of The officers  named in
                           such further certificate;

                                    (iv)   Certificates   of   the   appropriate
                           Governmental  Authority,  dated  reasonably  near the
                           date   of   the   Loan,   of  the   jurisdiction   of
                           incorporation or organization of Borrower and of each
                           jurisdiction  in which  Borrower is  qualified  to do
                           business  stating that Borrower is duly  incorporated
                           (or   qualified)   and  in  good   standing  in  such
                           jurisdiction and has filed all annual reports and has
                           paid all  franchise  and other  taxes  required to be
                           filed or paid to the date of such certificate;

                    (v)  Each of the Security Documents, together with any other
                         documents required by the terms thereof;

                                    (vi) Amended and Restated  Pledge  Agreement
                           of even date herewith of Guarantor in favor of Lender
                           with  respect  to all of the  outstanding  shares  of
                           Brohm, Stibnite and Barrier;

                                    (vii)  Refining Agreements;

                                    (viii)  A  favorable   written   opinion  of
                           counsel to the Borrower, dated the date hereof in the
                           form attached hereto as Exhibit D; and

                                    (ix)  Such   other   supporting   documents,
                           agreements and  certificates as Lender or its counsel
                           may reasonably request.

                    (c)  All legal matters incident to the  transactions  hereby
                         contemplated  shall be  satisfactory in all respects to
                         counsel for Lender.

                    (d)  No Default or Event of Default shall have occurred.

                    (e)Execution and delivery by N. M. Rothschild & Sons Limited
                         of the Intercreditor Agreement.

          10.  Affirmative  Covenants.  Borrower covenants and agrees that, from
               the date  hereof and until  payment in full of the  principal-of;
               and interest on, the Note and any other  indebtedness of Borrower
               to Lender,  whether now existing or arising  hereafter,  Borrower
               will:

                           (a) Do or cause to be done all  things  necessary  to
                  preserve,  renew  and  keep  in  full  force  and  effect  its
                  corporate existence,  rights, licenses, permits and franchises
                  and comply with all laws and regulations  applicable to it; at
                  all times  maintain,  preserve and protect all  franchises and
                  trade names and  preserve  all the  remainder  of its property
                  used or useful in the  conduct  of its  business  and keep the
                  same in good  working  order and  condition,  and from time to
                  time,  make,  or cause  to be made,  all  needful  and  proper
                  repairs, renewals, replacements,  betterments and improvements
                  thereto,  as is consistent with Borrower's  ordinary course of
                  business;

                           (b)  Comply   with  all   applicable   laws,   rules,
                  regulations,  ordinances  and orders  whether now in effect or
                  hereafter enacted or promulgated by any Governmental Authority
                  having jurisdiction over the properties of Borrower;

                           (c)  Pay  and  discharge  or  cause  to be  paid  and
                  discharged all taxes,  assessments and governmental charges or
                  levies  imposed  upon it or upon  its  respective  income  and
                  profits or upon any of its property,  real, personal or mixed,
                  or upon any part  thereof;  before  the same  shall  become in
                  default, as well as all lawful claims for labor, materials and
                  supplies or otherwise,  which, if unpaid,  might become a lien
                  or charge upon such properties or any part thereof;

                           (d) Give prompt written notice to Lender,  as soon as
                  possible and in any event within ten (10) days after  Borrower
                  has knowledge of any proceedings  instituted  against it by or
                  in any  federal  or state  court or before any  commission  or
                  other regulatory body, whether federal, state or local, which,
                  if adversely determined, would have an adverse effect upon its
                  business,   operations,   properties,  assets,  or  condition,
                  financial or otherwise;

                           (e) Permit agents or  representatives  of Lender;  at
                  any reasonable time during normal business hours and from time
                  to time and,  at  Borrower's  expense,  at all such times as a
                  Default or Event of Default has  occurred  and is  continuing,
                  (i) to  examine  and make  copies  of and  abstracts  from the
                  records and books of account of Borrower;  and (ii) to discuss
                  the  affairs,  finances  and  accounts  of  Borrower  with its
                  independent  accountants  and  with  any of its  officers  and
                  directors;

                    (f)  Immediately  advise  Lender  of  any  material  adverse
                         change in its condition,  financial or otherwise, or of
                         the occurrence of any Default or Event of Default;

                           (g) Furnish to Lender,  promptly  after the filing or
                  receiving  thereof;  copies  of  all  notices  which  Borrower
                  receives  from  any   Governmental   Authority   alleging  its
                  noncompliance  with  environmental laws or regulations and any
                  replies of Borrower  filed in response  thereto,  and take all
                  necessary  remedial  action as required  by such  Governmental
                  Authority;

                           (h)  Promptly   notify  Lender  of  any  evidence  of
                  hazardous waste, toxic or similar contamination which requires
                  notification  to any  Governmental  Authority  at any property
                  owned or  leased  by  Borrower  and,  in  compliance  with all
                  Governmental Authority  requirements,  diligently prosecute to
                  completion  (subject  to the right of  Borrower  to contest in
                  good faith the existence of such noncompliance,  the amount of
                  damages caused thereby or the extent of its liability therefor
                  by  appropriate  proceedings  diligently  pursued  which shall
                  operate during the pendency thereof to prevent (i) the sale or
                  loss of any  property and the  imposition  of any lien thereon
                  and  (ii)  any  interference  with  the  use or  operation  of
                  Borrower's property) the removal of any such contamination;

                           (i) Perform and observe, or cause to be performed and
                  observed,  all of the terms,  covenants and  conditions on the
                  part of Borrower to be performed and observed under all leases
                  for mining properties ("Leases"); not do or permit anything to
                  be done  within its  control,  the doing of which,  or refrain
                  from doing anything,  the omission of which would be legal and
                  valid  grounds  for  any  landlord  under  a  Lease,   or  its
                  successors  or assigns,  to terminate  such  Leases;  promptly
                  notify  Lender in writing of any known  default on the part of
                  Borrower in the performance of any of The terms, covenants and
                  conditions  under  any  Leases  and of any  legal  proceedings
                  Instituted against it by any other party to any of The Leases;
                  and not cancel or terminate any Leases, or amend or modify the
                  same,  directly  or  indirectly  in  any  respect  whatsoever,
                  without in each case the prior written consent of Lender;

                           (j)  Borrower  will  maintain at all times  insurance
                  coverage in respect of the  properties  and assets of Borrower
                  in  amounts,  on terms  and with  such  financially  sound and
                  reputable  insurers  reasonably  acceptable  to Lender,  as is
                  consistent with Borrower's  ordinary course of business.  Such
                  coverage shall include, without limitation,  fire and extended
                  coverage  insurance  for  the  frill  insurable  value  of all
                  buildings  and  other   improvements   located  on  Borrower's
                  properties and public  liability,  business  interruption  and
                  worker's compensation insurance,  all in amounts not less than
                  the amount of the coverage maintained immediately prior to the
                  execution  of this  Agreement  and under  policies in form and
                  content  reasonably  acceptable  to Leader.  All  policies  of
                  insurance shall name Lender as an additional  insured pursuant
                  to an  endorsement  as set out in Exhibit E hereto,  and shall
                  provide;

                    (i)  that  proceeds of insurance  shall be payable to Lender
                         in accordance with the terms hereof notwithstanding any
                         act or  negligence of Borrower,  which might  otherwise
                         result in forfeiture of said insurance;

                    (ii) a  waiver  by the  insurer  of all  rights  of  setoff,
                         counterclaim or deductions against Borrower;

                    (iii)a provision  precluding  cancellation or amendment save
                         on not less than sixty (60) days' prior written  notice
                         to Lender.

                           Any  surplus  remaining  from any such  insurance  in
                  excess of all  indebtedness,  liabilities  and  obligations of
                  Borrower to Lender  shall be  delivered  to  Borrower,  or its
                  successors or assigns.

                           Borrower  shall furnish  Lender with an original copy
                  of all policies of insurance.  If Lender  permits  Borrower to
                  provide  any  of  the  required   insurance   through  blanket
                  policies,   then  Borrower   shall   furnish   Lender  with  a
                  certificate  of insurance  for each such policy  setting forth
                  the  coverage,  the  limits  of  liability,  the  name  of the
                  carrier, the policy number, and the expiration date.

                    (k)  With respect to environmental matters:

                    (i)  comply   strictly   and  in  all   respects   with  all
                         Environmental Requirements,  including, but not limited
                         to, wetlands laws, laws pertaining to the  registration
                         of   underground    storage    tanks,    asbestos   and
                         asbestos-containing materials, PCBs, radon gas and urea
                         formaldehyde  foam  insulation;  notify Lender promptly
                         after the  discovery of any release,  spill,  hazardous
                         waste pollution or contamination  affecting  Controlled
                         Premises or the  discovery  of the presence of asbestos
                         and asbestos-containing  materials, PCBs, radon gas and
                         urea  formaldehyde   foam  insulation;   notify  Lender
                         promptly  of  any  notice  relating  to   environmental
                         matters  received  from  any  Governmental   Authority,
                         tenant,  occupant,  operator or other  Person;  and pay
                         promptly  when  due  any  fine  or  assessment  against
                         Controlled Premises;

                                    (ii) not  become  involved,  and  will  take
                           steps to prevent  any tenant of  Controlled  Premises
                           from  becoming   involved,   in  any   operations  at
                           Controlled Premises generating, storing, disposing or
                           handling   Hazardous   Material   in   violation   of
                           applicable  law or any other activity that could lead
                           to  the   imposition  on  Borrower,   Lender  or  the
                           Controlled  Premises of any  liability  or lien under
                           any Environmental Requirement;

                                    (iii) immediately contain,  remediate and/or
                           remove any  Hazardous  Material  found on  Controlled
                           Premises and correct any  violation of  Environmental
                           Requirements found on Controlled Premises, which work
                           must be done in compliance  with  applicable laws and
                           at Borrower's expense; and agrees that Lender has the
                           right, at its sole option but at Borrower's  expense,
                           to   have  an   environmental   engineer   or   other
                           representative review the work being done; and

                                    (iv)  promptly  upon the  request  of Lender
                           after the occurrence of an Event of Default or at any
                           time prior to such  occurrence  based  upon  Lender's
                           reasonable  belief  that a  hazardous  waste or other
                           environmental   problem   exists   with   respect  to
                           Controlled   Premises,   provide   Lender   with   an
                           environmental  site assessment report or an update of
                           any existing report,  all in scope,  form and content
                           and  performed by such  company as may be  reasonably
                           satisfactory  to  Lender,   provided,   however  that
                           Borrower also hereby grants to Lender the right to go
                           on the Controlled  Premises and have such a report or
                           update done (at Borrower's expense).

                           (l) Pay Lender a commitment  fee on the average daily
                  amount from the date hereof to and including the Maturity Date
                  by which the Commitment exceeds the Loan Balance,  at the rate
                  of one-half of one  percent  (1/2%) per annum,  payable on the
                  first  (1st)  Business  Day of each month and on the  Maturity
                  Date.

                  11. Negative  Covenants.  Borrower  covenants and agrees that,
         until  payment in full of the  principal  of; and interest on, the Note
         and any other indebtedness of Borrower to Lender,  whether now existing
         or arising hereafter, Borrower will not, directly or indirectly (except
         for Dakota/Rothschild  Obligations and Dakota/Rothschild Collateral, as
         such terms are defined in the lntercreditor Agreement):

                           (a) Create, incur, assume or suffer to exist any Lien
                  of any nature  whatsoever on any of its assets or  properties,
                  now or hereafter owned, other than Permitted Liens;

                           (b) Guarantee,  endorse or otherwise in anyway become
                  or be responsible for obligations of any other person,  except
                  endorsements  of negotiable  instruments for collection in the
                  ordinary course of business;

                           (c) Sell, lease, transfer or otherwise dispose of its
                  properties,  assets,  rights,  licenses and  franchises to any
                  person, except in the ordinary course of its business, or turn
                  over  the  management  of  such  properties,  assets,  rights,
                  licenses and franchises;

                           (d)  Enter   into  any   arrangement,   directly   or
                  indirectly,  with any person whereby it shall sell or transfer
                  any property,  real,  personal or mixed, used or useful in its
                  business,   whether  now  owned  or  hereafter  acquired,  and
                  thereafter   rent  or  lease  such  property,   except  as  is
                  consistent with Borrower's ordinary course of business;

                           (e) Dissolve,  liquidate,  consolidate  with or merge
                  with, or otherwise  acquire (without the prior written consent
                  of Lender,  which consent will not be  unreasonably  withheld)
                  all or  substantially  all of the assets or properties of; any
                  corporation;  make any  substantial  change  in its  executive
                  management;  or alter or modify its  corporate  name,  mailing
                  address 6r principal place of business; or

                           (f)  Without  the prior  written  consent  of Lender,
                  which consent will not be  unreasonably  withheld,  declare or
                  pay  any  dividends,  or  make  any  distribution  of  cash or
                  property,  or both, to holders of shares of its capital stock,
                  or  directly or  indirectly,  redeem,  purchase  or  otherwise
                  acquire for a consideration,  any shares of its capital stock,
                  of any class.

          12.  Defaults/Rights and Remedies of Lender Upon Default. In each case
               of  happening  of any of the  following  events (each of which is
               herein  and in the  Note  and the  Security  Documents  sometimes
               called an "Event of Default"):

                           (a)  default in the payment of any amount of the Loan
                  Balance  or  any   mandatory   prepayment   or  other   amount
                  (including,  without  limitation,  Interest)  due  under  this
                  Agreement  or the Note,  which shall remain  unremedied  for a
                  period of two (2)  Business  Days after  written  notice  from
                  Lender to Borrower that such amount is due and payable;

                           (b) default in the due  observance or  performance of
                  any covenant,  condition or agreement contained in Sections 10
                  or 11  hereof;  in  the  Note  or in any  instrument  granting
                  security  to  Lender  for the  Note,  and such  default  shall
                  continue  unremedied for thirty (30) days after written notice
                  thereof by Lender to Borrower;

                           (c) default in the due  observance or  performance of
                  any other  covenant,  condition or  agreement,  on the part of
                  Borrower  to be observed  or  performed  pursuant to the terms
                  hereof  (except as  specifically  referred to in this  Section
                  12), and such default  shall  continue  unremedied  for twenty
                  (20) days after `written notice thereof by Lender to Borrower;

                           (d) any  representation or warranty made herein or in
                  any  report,   certificate,   financial   statement  or  other
                  instrument finished in connection with this Agreement,  or the
                  making  of the Loans by Lender  hereunder,  shall  prove to be
                  false or misleading in any material respect when made;

                           (e)  default   with   respect  to  any   evidence  of
                  indebtedness of Borrower (other than to Lender), if the effect
                  of  such  default  is  to  accelerate  the  maturity  of  such
                  indebtedness  or to permit  the  holder  thereof to cause such
                  indebtedness  to  become  due  prior  to the  stated  maturity
                  thereof;  or if any  indebtedness  of Borrower  (other than to
                  Lender) is not paid, when due and payable,  whether at the due
                  date thereof or a date fixed for prepayment or otherwise;

                           (f)  Borrower   shall  (i)   discontinue  or  abandon
                  operation  of its  business;  (ii) apply for or consent to the
                  appointment of a receiver, trustee, custodian or liquidator of
                  it or  any  of  its  property,  (iii)  admit  in  writing  its
                  inability to pay its debts as they mature, (iv) make a general
                  assignment  for the benefit of  creditors,  (v) file,  or have
                  filed  against it a petition  for relief under Title 11 of the
                  United  States Code or (vi) file,  or have filed against it, a
                  petition in  bankruptcy,  or a petition  or an answer  seeking
                  reorganization  or an  arrangement  with  creditors or to take
                  advantage  of  any  bankruptcy,  reorganization,   insolvency,
                  readjustment  of  debt,  dissolution  or  liquidation  law  or
                  statute, or an answer admitting the material  allegations of a
                  petition filed against it in any proceeding under any such law
                  or if  corporate  action  shall be taken  for the  purpose  of
                  effecting any of the foregoing;

                           (g) any order,  judgment or decree  shall be entered,
                  without  the  application,  approval or consent of Borrower by
                  any court of  competent  jurisdiction,  approving  a  petition
                  seeking  reorganization  of either  Borrower or  appointing  a
                  receiver,  trustee,  custodian or liquidator of Borrower or of
                  all or a substantial part of the assets of Borrower,  and such
                  order,  judgment  or decree  shall  continue  unstayed  and in
                  effect for any period of thirty (30) days;

                           (h) final judgment for the payment of money in excess
                  of an aggregate of Fifty Thousand  Dollars  ($50,000) shall be
                  rendered   against   Borrower,   and  the  same  shall  remain
                  undischarged  for a period of thirty  (30)  consecutive  days,
                  during which execution shall not be effectively stayed;

                           (i) the  occurrence of any attachment of any deposits
                  or other  property of Borrower in the hands or  possession  of
                  Lender,  or the  occurrence  of any  attachment  of any  other
                  property  of  Borrower  in  an  amount  exceeding  Twenty-five
                  Thousand  Dollars  ($25,000)  which  shall  not be  discharged
                  within thirty (30) days of the date of such attachment  unless
                  being  contested in good faith by appropriate  proceedings and
                  as to which adequate  reserves have been provided on the books
                  of Borrower;

                           (f)  the   occurrence   of  any  event  or  condition
                  described  in  paragraph  (d),  (e),  (f),  (g) or (h) of this
                  Section  12 with  respect  to (1)  Guarantor  or (2) any other
                  Person liable, in whole or in part, for payment or performance
                  hereof or of the Note;

                           (k) for any reason, any Security Document at any time
                  shall  not be in  frill  force  and  effect  in  all  material
                  respects or shall not be enforceable in all material  respects
                  in accordance  with its terms,  or any Lien or charge  granted
                  pursuant thereto shall fail to be perfected, or Borrower shall
                  contest the validity, enforceability or perfection of any Lien
                  granted pursuant thereto, or Borrower shall seek to disaffirm,
                  terminate,  limit or reduce its obligations under any Security
                  Documents;

               (l)  the occurrence of any Event of Default (as defined  therein)
                    under any of the Security Documents;

                           (m) for any reason  Guarantor shall terminate or seek
                  to  terminate  or limit,  by  written  or verbal  notice,  its
                  Guaranty or shall be in default of Guarantor's own obligations
                  to Lender;

                           (n) the  occurrence of any Event of Default under (i)
                  a certain  Trading  Agreement  between Lender and Dakota dated
                  September  12,  1994,  as the same may be  amended,  modified,
                  restated  or  supplemented  from  time to  time  or  (ii)  the
                  Refining Agreements; or

                           (o) the occurrence of any default or Event of Default
                  by Borrower or any  subsidiary or affiliate of Borrower  under
                  any agreement  promissory  note or other  documents with or in
                  favor  of  N.M.   Rothschild  &  Sons  Ltd.;  then,  upon  the
                  occurrence  of any such  Event of  Default  which has not been
                  cured by Borrower or waived in writing by Lender,  Lender may,
                  by notice to Borrower;  declare all indebtedness,  liabilities
                  and  obligations of Borrower to Lender to be immediate due and
                  payable.    Upon   Lender's    declaration   (the   "Date   of
                  Acceleration"), such indebtedness shall be immediately due and
                  payable,  both  as  to  principal  and/or  interest,   without
                  presentment,  demand,  protest  or notice of any land,  all of
                  which are hereby expressly waived,  anything  contained herein
                  or in the Note or in any other  evidence of such  indebtedness
                  to the  contrary  notwithstanding  (except with respect to any
                  Event of Default set forth in Section 12(f), in which case all
                  indebtedness,  liabilities and obligations shall automatically
                  become  immediately  due and payable  without the necessity of
                  any notice or other demand).  Lender,  in such  instance,  may
                  enforce  payment of the same,  may liquidate any or all of the
                  then  open  positions  of  Borrower  with  Lender  (including,
                  without  limitation,  option or  forward  contracts),  and may
                  exercise  any  or  all  of the  rights,  powers  and  remedies
                  possessed  by  Lender  under  the Note,  this  Agreement,  the
                  Security   Documents  or  under  any  agreement  securing  the
                  obligations of Borrower to Lender,  whether afforded by law or
                  in equity. The remedies provided for herein are cumulative and
                  are not  exclusive  of any  other  remedies  provided  by law.
                  Borrower agrees to pay Lender's reasonable attorneys' fees and
                  legal expenses incurred in enforcing  Lender's rights,  powers
                  and remedies under this  Agreement,  the Note and any Security
                  Documents.

                  13.  Miscellaneous.

                           (a) This  Agreement  and all  covenants,  agreements,
                  representations   and  warranties   made  herein  and  in  the
                  certificates  delivered  pursuant  hereto,  shall  survive the
                  execution  and  delivery to Lender of this  Agreement  and the
                  Note,  and shall  continue in full force and effect so long as
                  the Note or any other  indebtedness or obligations of Borrower
                  to  Lender  is  outstanding  and  unpaid.  In this  Agreement,
                  reference to a party shall be deemed to include the successors
                  and assigns of such party;  provided,  however  that  Borrower
                  shall not assign its rights  hereunder or any interest  herein
                  to any other party without the prior written consent of Lender
                  and  any  such  purported   assignment   shall  be  void.  All
                  covenants,  agreements  and  indemnities in this Agreement and
                  the  Note by or on  behalf  of  Borrower  shall  inure  to the
                  benefit  of  the  successors  and  assigns  of  Lender  and no
                  assignment  of this  Agreement and the Note will affect any of
                  Borrower's   representations   and  warranties   hereunder  or
                  thereunder. Borrower acknowledges and agrees that from time to
                  time Lender may assign its rights under this Agreement and the
                  Note  or any  interest  herein  or  therein  to  one  or  more
                  financial  institutions.  Any  assignee of the Note shall take
                  the Note  free  and  clear of all  offsets,  counterclaims  or
                  defenses  of any nature  whatsoever  which  Borrower  may have
                  against  any  assignor  of  the  Note,  and  no  such  offset,
                  counterclaim  or defense  shall be  interposed  or asserted by
                  Borrower  in any  action  or  proceeding  brought  by any such
                  assignee upon the Note or under this  Agreement,  and any such
                  right to interpose or assert any such offset,  counterclaim or
                  defense in any such action or proceeding  is hereby  expressly
                  waived  by  Borrower.  The  foregoing  shall  not be deemed or
                  construed to limit the liability of a prior holder of the Note
                  for  damages  relating  to any such  offset,  counterclaim  or
                  defense
                           (b) Borrower  will  reimburse  Lender upon demand for
                  all  out-of-pocket  costs,  charges  and  expenses  of  Lender
                  (including  reasonable  fees and  disbursements  of counsel to
                  Lender) in connection with (i) the preparation,  execution and
                  delivery  of  this  Agreement,   the  Note  and  any  Security
                  Documents  and the making of the Loan (such fees not to exceed
                  $ 15,000),  (ii) any  amendments,  modifications,  consents or
                  waivers in  respect  thereof,  (iii)  enforcing  or  defending
                  Lender's  rights  under or in respect of this  Agreement,  the
                  Note and the  Security  Documents  and any other  document  or
                  instrument now or hereafter  executed in connection  herewith,
                  (iv)  foreclosing  or otherwise  collecting  upon the Security
                  Documents and (v) obtaining legal,  accounting or other advice
                  in connection with any of the foregoing.

                           (c) This Agreement and the Note shall be construed in
                  accordance  with and  governed by the laws of the State of New
                  York without giving effect to principles of conflict of law

                           (d) No  modification  or waiver of any  provision  of
                  this  Agreement,  or of the Note, nor consent to any departure
                  by Borrower therefrom,  shall in any event be effective unless
                  the same shall be in writing,  and then such waiver or consent
                  shall be effective only in the specific instance,  and for the
                  purpose,  for  which  given.  No  notice  to,  or  demand,  on
                  Borrower,  in any case, shall entitle Borrower to any other or
                  future  notice  or  demand  in  the  same,  similar  or  other
                  circumstances.

                           (e)  Neither any failure nor any delay on the part of
                  Lender in exercising any right, power or privilege  hereunder,
                  or under the Note, or any other  instrument  given as security
                  therefor,  shall  operate  as a waiver  thereof;  nor  shall a
                  single  or  partial  exercise  thereof  preclude  any other or
                  future exercise,  or the exercise of any other right, power or
                  privilege.

                           (f) All  Notices,  communications  and  distributions
                  hereunder shall be given or made to the intended  recipient at
                  its  Principal  Office;  or  at  such  other  address  as  the
                  addressee  may  hereafter  specify  for the purpose by written
                  notice  to the  other  party  hereto  Such  Notices  and other
                  communications    (including,    without    limitation,    any
                  modifications   of;  or  waivers  or  consents   under,   this
                  Agreement)  shall  be  given  or  made in  writing  (including
                  facsimile transmissions),  sent by overnight delivery service,
                  facsimile  transmission  or band- delivered to the other party
                  at that party's Principal  Office.  All such Notices and other
                  communications  shall be deemed to have been duly  given  when
                  transmitted by facsimile  transmission or personally delivered
                  or, in the case of overnight  delivery,  upon receipt, in each
                  case given or addressed as aforesaid.

                           (g) This Agreement shall be binding upon and inure to
                  the  benefit  of  Borrower  and  Lender  and their  respective
                  successors  and assigns,  except that Borrower  shall not have
                  the right to  assign  its  rights  hereunder  or any  interest
                  herein without the prior written consent of Lender

                           (h) Borrower  hereby submits to the  jurisdiction  of
                  the  courts  of the  State of New York and the  United  States
                  District Court for the Southern  District of New York, as well
                  as to the jurisdiction of all courts to which an appeal may be
                  taken or other review  sought from the aforesaid  courts,  for
                  the purpose of any suit,  action or other  proceeding  arising
                  out of any of Borrower's  obligations under or with respect to
                  this Agreement,  the Note, or with respect to the transactions
                  contemplated  hereby and Borrower expressly waives any and all
                  objections  it  may  have  as to  venue  in any  such  courts.
                  Borrower  also waives any  objection it might now or hereafter
                  have on the ground that any such action or  proceeding in such
                  federal or state  court has been  brought  in an  inconvenient
                  forum.  BORROWER  AND LENDER EACH WAIVES  TRIAL BY JURY IN ANY
                  ACTION,  PROCEEDING OR COUNTERCLAIM  BROUGHT By EITHER OF THEM
                  AGAINST THE OTHER ON ANY MATTER WHATSOEVER (INCLUDING, WITHOUT
                  LIMITATION, ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
                  OF OR IN ANY WAY  CONNECTED  WITH  THIS  AGREEMENT,  ANY OTHER
                  DOCUMENTS  EXECUTED  IN  CONNECTION  HEREWITH  OR  ANY  OF THE
                  TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN).  Borrower hereby
                  irrevocably  designates  and appoints CT  Corporation  System,
                  1675 Broadway, Denver, Colorado 80202, as its attorney-in-fact
                  to  receive  service  of  process  in  any  suit,   action  or
                  proceeding arising out of any of its obligations under or with
                  respect to this  Agreement  or the  transactions  contemplated
                  hereby,  it being expressly  stipulated and agreed by Borrower
                  that  service  upon  such  attorney-in-fact  shall  constitute
                  personal  service  upon it  Concurrently  with the  service of
                  process  upon such  attorney-in-fact,  copies of the papers so
                  served  shall  be  sent  to   Borrower.   In  the  event  such
                  attorney-in-fact at any time is incapable of acting or resigns
                  such appointment,  then Borrower shall  immediately  appoint a
                  successor and give notice  thereof to Lender.  Nothing  herein
                  shall affect the right of Lender to serve process in any other
                  manner  permitted by law or to commence  legal  proceedings or
                  otherwise proceed against Borrower in any other jurisdiction.

                           (i) Upon the occurrence and during the continuance of
                  any Event of Default,  Lender is hereby authorized at any time
                  and from time to time,  without  notice to Borrower  (any such
                  notice being  expressly  waived by  Borrower),  to set off and
                  apply  any and  all  deposits  (general  or  special,  time or
                  demand,  provisional  or  final)  at any time  held and  other
                  indebtedness  at any time owing by Lender to or for the credit
                  or  the  account  of  Borrower,  against  any  and  all of the
                  indebtedness,  liabilities, and obligations of Borrower now or
                  hereafter  existing  under  this  Agreement  or the  Note  and
                  although such  obligations  may be contingent  and  unmatured.
                  Lender  agrees  promptly  to  notify  Borrower  after any such
                  setoff and application, provided that the failure to give such
                  notice  shall not  affect  the  validity  of such  setoff  and
                  application.  The rights of Lender  under this  section are in
                  addition to any other rights and remedies (including,  without
                  limitation, other rights of setoff) which Lender may have.

                           (j) All  agreements  between  Borrower and Lender are
                  hereby  expressly  limited so that in no  contingency or event
                  whatsoever  whether by reason of  acceleration of the maturity
                  of  indebtedness  or otherwise shall the amount paid or agreed
                  to be paid to Lender for the use,  forbearance or detention of
                  the  indebtedness  evidenced  hereby or by the Note exceed the
                  maximum  permissible under applicable law. As used herein, the
                  term  "applicable  law" shall mean the law in effect as of the
                  date hereof,  provided,  however, that in the event there is a
                  change in the law which results in a higher  permissible  rate
                  of  interest,  then  this  Agreement  and the  Note  shall  be
                  governed by such new law as of its  effective  date.  If, from
                  any  circumstance  whatsoever,  fulfilment  of any  provisions
                  hereof  or of  the  Note  at  the  time  performance  of  such
                  provision shall be due, shall involve  transcending  the limit
                  of  validity   prescribed  by  law,  then,  ipso  facto.   the
                  obligation  to be  fulfiled  shall be  reduced to the limit of
                  such validity, and if from any circumstance Lender should ever
                  receive as interest an amount  which would  exceed the highest
                  lawful  rate,  such amount  which  would be interest  shall be
                  applied to the reduction of the principal  balance of the Note
                  and not to the  payment  of  interest.  This  provision  shall
                  control  every  other  provision  of  all  agreements  between
                  Borrower and Lender

                           (k)  Any  provision  of  this   Agreement   which  is
                  prohibited or unenforceable  in any jurisdiction  shall, as to
                  such  jurisdiction,  be  ineffective  to the  extent  of  such
                  prohibition  or  unenforceability   without  invalidating  the
                  remaining  provisions  hereof or  affecting  the  validity  or
                  enforceability of such provision in any other jurisdiction.

                           (1)  Any  Section   heading  in  this  Agreement  are
                  included  herein for  convenience  of reference only and shall
                  not  constitute a part of this Agreement for any other purpose
                  As used in this Agreement, the term "person" shall include any
                  individual, corporation, partnership, joint venture, trust, or
                  unincorporated organization,  or a government or any agency or
                  political subdivision thereof.

                           (rn) Borrower hereby agrees to indemnify,  defend and
                  hold harmless  Lender and its officers,  directors,  employees
                  and agents  (collectively the "Indemnified  Parties") against,
                  and agrees to hold the Indemnified  Parties harmless from, any
                  and all liability, losses (excluding loss of profits), damages
                  and expenses (including  reasonable counsel fees and expenses)
                  of any kind  whatsoever  which may be  incurred  by any of the
                  Indemnified Parties arising out of; in any way connected with,
                  or as a result of (i) any breach of any of the representations
                  or  warranties  made by  Borrower  in Section 8 hereof and any
                  breach of any covenant  made by Borrower in Sections 10 and 11
                  hereof;  (ii)  any  claim,  action,  suit,   investigation  or
                  proceeding   relating   to   Borrower,   whether  or  not  any
                  Indemnified  Party  is a  party  thereto  or  target  thereof;
                  provided that the foregoing  indemnity  shall not apply to any
                  such liability,  losses, damages or expenses of an Indemnified
                  Party to the extent  arising from willful  misconduct or gross
                  negligence  of such  Indemnified  Party or (iii)  any  losses,
                  claims,  damages,  liabilities,  judgments or expenses arising
                  out of; or in any way related to (A) the  presence,  disposal,
                  spillage, discharge, leakage, release or threatened release of
                  any hazardous  material about,  from or affecting any property
                  of Borrower, (B)any personal injury or property damage arising
                  out  of or  related  to any  hazardous  material  or  (C)  any
                  violation of any environmental law or requirement.  Borrower's
                  obligations  set forth in this Section 13(m) shall survive any
                  termination  of this  Agreement and the payment in full of all
                  indebtedness,  liabilities  and  obligations  of  Borrower  to
                  Lender.

                           All indemnities set forth herein, including,  without
                  limitation,  this Section  13(m),  shall survive the execution
                  and delivery of this Agreement and the Note and the making and
                  repayment of the Loan
                           (n)  Lender represents and warrants to Borrower that:

                                    (i)  Lender (A) is duly  organized,  validly
                           existing and in good  standing  under the laws of the
                           state of its  incorporation,  (B) has Exit  power and
                           authority  to own  its  properties  and to  carry  on
                           business  as now  being  conducted  and (C) has  full
                           power to execute, deliver and perform its obligations
                           hereunder; and

                                    (ii)  The   execution   and   delivery   and
                           performance by Lender of its  obligations  under this
                           Agreement have been duly  authorized by all requisite
                           action and will not violate any provision of law, any
                           order of any court or other agency of government, the
                           corporate   charter  or  by-laws  of  Lender  to  any
                           indenture,  agreement or other instrument to which it
                           is a part or by which it is bound.

                           (o) This  Agreement  may be executed in any number of
                  counterparts  and by the different  parties hereto in separate
                  counterparts,  each of which when so  executed  and  delivered
                  shall  be  an  original,  but  all  of  which  shall  together
                  constitute one and the same instrument.

                           (p) The provisions contained herein shall,  effective
                  the date  hereof,  be deemed to amend and restate the terms of
                  the 1996 Revolving Credit Agreement in its entirety, provided,
                  however, that Borrower shall remain obligated to pay to Lender
                  any and all accrued fees,  charges and other amounts due under
                  the 1996 Revolving Credit Agreement.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
         Agreement to be duly executed by their duly authorized officers, all as
         of the day and the year first above written.

                                              Borrower:

                                             DAKOTA MINING CORPORATION



                                             By:  /c/s        Robert R. Gilmore

                                          Title:  Vice President, Finance & CFO

                                               BROHM MINING CORP.



                                          By:  /c/s       Robert R. Gilmore

                                           Title: Vice President, Finance & CFO


                                                 STIBNITE MINE INC.


                                         By:  /c/s       Robert R. Gilmore

                                        Title: Vice President, Finance & CFO





<PAGE>


                                              BARRIER REEF, INC.

                                         By:  /c/s       Robert R. Gilmore

                                       Title: Vice President, Finance & CFO


                                    Lender:

                                             GERALD METALS, Inc.

                                      By_____________________________________

                                     Title:___________________________________

                                            By:  /c/s     Robert C. Kaeser

                                               Title:   Vice President



<PAGE>


            EXHIBITS TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

EXHIBIT A                 Note
EXHIBIT B                 Request for Loan
EXHIBIT C                 Permitted Liens
EXHIBIT D                 Opinion of Borrower's counsel
EXHIBIT E                 Insurance Endorsement



<PAGE>


                              AMENDED AND RESTATED
                                SECURED LOAN NOTE


                           $7,500,000 March 20, 1997

         FOR VALUE RECEIVED,  DAKOTA MINING  CORPORATION,  a federal corporation
organized under the Canada Business Corporation Act, BROHM MINING CORP., a South
Dakota corporation, STIBNITE MINE INC., a Delaware corporation, and BARRIER REEF
INC., a Delaware corporation (jointly and severally, "Borrower"), promise to pay
to GERALD METALS,  INC., a Delaware  corporation  lender or to its order, at its
principal office at High Ridge Park, Stamford,  Connecticut 06904, the principal
sum of Seven Million Five Hundred Thousand Dollars ($7,500,000) or the aggregate
unpaid  principal  amount of loans made by Lender to  Borrower  pursuant to that
certain  Amended and  Restated  Loan  Agreement  of even date  herewith  between
Borrower and Lender (hereinafter, as the same may be amended, modified, restated
or supplemented  from time to time, the "Loan  Agreement"),  whichever amount is
less.  Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed thereto in the Loan Agreement.

         The  outstanding  principal  amount  hereof;  together with accrued and
unpaid interest thereon, shall he due and payable in the amount, at the rate and
on the dates set forth in, and shall he calculated in accordance  with the terms
and provisions of; the Loan Agreement.

         Methods of Payment. Payments of both principal and interest as required
hereunder  shall be made in  lawful  money of the  United  States  of  America m
immediately available funds at the principal office of The Chase Manhattan Bank,
N.A.,  New York, New York for the account of Lender  (Account No.  910-120-1995,
ABA No 021000021)  initiated by bank wire transfer not later than 12:00 noon New
York time on the date on which such payment  shall become due (each such payment
initiated after such time on such due date to be deemed to have been made on the
next  succeeding  Business  Day) or such other account at the same or such other
bank as Lender  shall  direct.  If any payment of  principal  or interest  shall
become due on a Saturday,  Sunday, public holiday under the laws of the State of
New York or on any other day on which  banking  institutions  are  authorized or
obligated  by law to  close in New  York,  New York or  Denver,  Colorado,  such
payment shall be made on the next succeeding  business day and such extension of
time shall in such case be included in  computing  interest in  connection  with
such payment.

         Prepayment.  Except  as  otherwise  provided  in  Section 5 of the Loan
Agreement,  this Note may be  prepaid  in whole or in part  without  premium  or
penalty. Any payments received on this Note shall be applied first to any unpaid
fees or  expenses  incurred  in  connection  with  the  making  of the  advances
hereunder,  next to accrued but unpaid  interest and then to  principal  amounts
outstanding.

         Related  Documents.  This Note is the  Amended and  Restated  Loan Note
referred  to in,  made  pursuant  to the  terms  of;  and  governed  by the Loan
Agreement,  which Loan Agreement is hereby  incorporated  herein as if set forth
herein  at length  This  Note is  entitled  to all of the  benefits  of the Loan
Agreement,  including  provisions  governing the payment and the acceleration of
maturity hereof.  This Note is secured,  inter alil by certain  "Collateral" (as
defined in the Loan Agreement) and is entitled to the benefits thereof.

         Remedies After  Default.  If an Event of Default as defined in the Loan
Agreement or in any of the Security Documents (as defined in the Loan Agreement)
has occurred and is continuing,  the entire unpaid principal balance  hereunder,
and all other sums paid by Lender to or on behalf of  Borrower  pursuant  to the
terms of this Note,  the Loan  Agreement,  the Security  Documents or any of the
other Loan  Documents (as defined in the Loan  Agreement),  together with unpaid
interest  thereon,  shall at the  option of Lender  become  immediately  due and
payable without  further notice or demand and Lender may forthwith  exercise the
remedies  available to Lender at law and in equity as well as those remedies set
forth in this Note,  the Loan  Agreement,  the Security  Documents and the other
Loan Documents and one or more executions may forthwith issue on any judgment or
judgments  obtained by virtue  thereof;  and no failure on the part of Lender to
exercise any of Lender's rights hereunder or under any other Loan Document shall
be deemed a waiver of any such  rights or of any  default.  Irrespective  of the
exercise or  nonexercise  of any of the  aforesaid  rights,  Borrower  shall pay
interest with respect to all amounts not paid when due under this Note at a rate
equal to four  percent  (4%) greater than the Prime Rate (as defined in the Loan
Agreement), computed from the date due and calculated on the basis of the actual
number of days elapsed over a year of three hundred sixty (360) days.

         Waivers.  Borrower hereby waives  presentment for payment,  protest and
demand,  and notice of protest,  demand and/or  dishonor and  nonpayment of this
Note,  notice of any Event of  Default  under the Loan  Agreement  or any of the
Security  Documents  except  as  specifically  provided  therein,  and all other
notices or demands  otherwise  required by law that Borrower may lawfully  waive
Borrower  expressly  agrees  that this Note,  or any payment  hereunder,  may be
extended  from time to time,  without  in any way  affecting  the  liability  of
Borrower.  No unilateral  consent or waiver by Lender with respect to any action
or failure to act  which,  without  consent,  would  constitute  a breach of any
provision  of this Note shall be valid and binding  unless in writing and signed
by Lender.

         Governing  Law.  The  rights  and   obligations  of  Borrower  and  all
provisions hereof shall be governed by and construed in accordance with the laws
of the State of New York  without  giving  effect to  principles  of conflict of
laws.

         Consent to Jurisdiction;  Jury Trial Waiver. Borrower hereby submits to
the  jurisdiction  of the courts of the State of New York and the United  States
District  Court  for  the  Southern  District  of New  York,  as  well as to the
jurisdiction  of all  courts  to which an  appeal  may be taken or other  review
sought from the aforesaid  courts,  for the purpose of any suit, action or other
proceeding  arising out of Borrower's  obligations under or with respect to this
Note,  and expressly  waives any and all  obligations it may have as to venue in
any of such courts.  BORROWER AND LENDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY
ACTION,  PROCEEDING OR COUNTERCLAIM  BROUGHT BY EITHER OF THEM AGAINST THE OTHER
ON ANY MATTERS WHATSOEVER (INCLUDING, WITHOUT LIMLTATION, ANY ACTION, PROCEEDING
OR COUNTERCLAIM  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE, THE LOAN
AGREEMENT, THE SECURITY DOCUMENTS OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION
HEREWITH OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN). No party to
this Note, including but not limited to any assignee of or successor to Borrower
or Lender, shall seek a jury trial in any lawsuit, proceeding,  counterclaim, or
any other  litigation  procedure  based upon, or arising out of; this Note,  the
Loan  Agreement,  the  Security  Documents  or any  related  instruments  or the
relationship  between the parties.  No party will seek to  consolidate  any such
action, in which a jury trial has been waived,  with any other action in which a
jury trial cannot be or has not been waived.  THE  PROVISIONS OF THIS  PARAGRAPH
HAVE BEEN FULLY DISCUSSED BY BORROWER AND LENDER,  AND THESE PROVISIONS SHALL BE
SUBJECT TO NO EXCEPTIONS.  NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO
ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WELL NOT BE FULLY ENFORCED
IN ALL INSTANCES.

         Savings Clause.  All agreements  between Borrower and Lender are hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of  acceleration  of maturity  of the  indebtedness  evidenced  hereby or
otherwise,  shall the  amount  paid or agreed to be paid to Lender  for the use,
forbearance or detention of the indebtedness evidenced hereby exceed the maximum
permissible  under  applicable law. As used herein,  the term  "applicable  law"
shall mean the law in effect as of the date hereof;  provided,  however, that in
the event  there is a change in the law which  results  in a higher  permissible
rate of  interest,  then this Note shall be  governed  by such new law as of its
effective date. In this regard,  it is expressly agreed that it is the intent of
Borrower and Lender in the  execution,  delivery and  acceptance of this Note to
contract in strict  compliance  with the laws of the State of New York from time
to time in effect  If;  from any  circumstance  whatsoever,  fulfillment  of any
provision hereof or of the Loan Agreement or the Security  Documents at the time
performance of such provision shall be due, shall involve transcending the limit
of  validity  prescribed  by law,  then the  obligation  to be  fulfilled  shall
automatically  be  reduced  to the  limit  of such  validity,  and if  from  any
circumstances  Lender  should ever  receive as  interest  an amount  which would
exceed the highest  lawful rate,  such amount which would be excessive  interest
shall be applied to the reduction of the principal  balance evidenced hereby and
not to the  payment  of  interest  This  provision  shall  control  every  other
provision of all agreements between Borrower and Lender.

         Attorneys'  Fees.  If this Note shall not be paid when due and shall be
placed by the holder hereof in the hands of any attorney for collection, through
legal proceedings or otherwise, Borrower will pay a reasonable attorneys' fee to
the holder hereof together with reasonable costs and expenses of collection.

         Continued  Liability.  Borrower shall remain  primarily  liable on this
Note and the Security Documents until full payment,  unaffected by any agreement
or  transaction  between  Lender and any  subsequent  Borrower  as to payment of
principal,  interest or other moneys,  by any  forbearance or extension of time,
guaranty or  assumption by others,  or by any other  matter,  as to all of which
notice is hereby waived by Borrower.

         Section Headings. Any section headings in this Note are included herein
for  convenience  of reference only and shall not constitute a part of this Note
for any other purpose.

         Amended and Restatement of Prior  Agreement.  The provisions  contained
herein shall, effective the date hereof; amend and restate in their entirety the
terms of a certain  $4,000,000  Secured Revolving Loan Note of Borrower in favor
of Lender dated April 12, 1996,  provided,  however,  that Borrower shall remain
obligated to pay Lender all accrued  interest and charges under such  $4,000,000
Secured Revolving Loan Note, and all principal outstanding under such $4,000,000
Secured  Revolving Loan Note shall  hereafter be deemed to be outstanding  under
this Note.

         IN WITNESS WHEREOF, Borrower has caused this Note to be executed by its
duly authorized officer as of the day and year first above written.

WITNESS:                                    DAKOTA MINING CORPORATION



_______________________________________ By_____________________________________

                                      Title:___________________________________

                                            BROHM MINING CORP.



_____________________________________   By_____________________________________

                                     Title:___________________________________


<PAGE>



                                         STIBNITE MINE INC.



______________________________________ By_____________________________________

                                      Title:___________________________________

                                               BARRIER REEF, INC.



____________________________________  By_____________________________________

                                     Title:___________________________________



<PAGE>


                                    EXHIBIT B

                                REQUEST FOR LOAN

                                               ________________ 1997
Gerald Metals, Inc.
High Ridge Park
Stamford, Connecticut 06904
FAX No.: (203)329-4844
Attention:

Ladies and Gentlemen:

         Pursuant to the  provisions of Section 2(a) of the Amended and Restated
Loan Agreement  dated as of March ___ 1997,  between the  undersigned and Gerald
Metals,  Inc., as the same may be amended,  modified,  restated or  supplemented
from  time to time (the  "Agreement"),  the  undersigned,  as  borrower,  hereby
requests a Loan of________________________________  Dollars ($___________) to be
made on  ___________  1997 which Loan shall be  evidenced  by the  undersigned's
Amended and Restated  Secured  Loan Note dated March ___,  1997.  The  principal
balance   outstanding   under  said  Secured   Loan  Note,   after  taking  into
consideration    the   amount   of   the   Loan    requested    hereunder,    is
_______________________________________________ Dollars
($------------).

         The  undersigned  hereby  represents and warrants that (i) no event has
occurred  and is  continuing,  or would  result from the  proposed  Loan,  which
constitutes  an "Event of Default" or a "Default' as each term is defined in the
Agreement  and (ii) the  representations  and  warranties  in  Section  8 of the
Agreement are true and correct as of the date hereof.  The  undersigned  further
represents and warrants that the financial  condition of the undersigned has not
materially  adversely  changed since the  submission of the  undersigned's  most
recent financial information to Lender

         The officer signing below hereby individually represents that he/she is
an authorized  officer of the undersigned  Borrower and is authorized to request
the Loan on behalf of such Borrower

                                     Very truly yours,

                                    DAKOTA MINING CORPORATION



                                By:     /c/s  Robert R. Gilmore

                                Title:  Vice President, Finance & CFO

                                            BROHM MINING CORP.



                               By:  ___________________________________

                               Title___________________________________



<PAGE>


                                         STIBNITE MINE INC.



                                 By_____________________________________

                              Title:___________________________________

                                       BARRIER REEF, INC.



                                    By_____________________________________

                                  Title:___________________________________


<PAGE>


                                    EXHIBIT C

                     TO AMENDED AND RESTATED LOAN AGREEMENT

                                 PERMITTED LIENS


         (A) Property of Dakota  Mining  Corporation  described in the following
financing statements on file on the date hereof:

<TABLE>
<CAPTION>

                                                                                                   Collateral
         Filing Office          Secured Party             File No.              File Date          Description
-----------------------------------------------------------------------------------------------------------------------------
      <S>                      <C>                        <C>                   <C>                  <C>
         Colorado              Sanwa Leasing              952041920             6/2195               Computers
         Secretary of          Corporation
         State
-----------------------------------------------------------------------------------------------------------------------------
                               Pitney Bowes               952053190             7/18/95              Equipment
                               Credit Corporation
-----------------------------------------------------------------------------------------------------------------------------
         South Dakota          Arrowhead                  951090900531          4/19/95              Specific equipment
         Secretary of          Industrial Water
         State
-----------------------------------------------------------------------------------------------------------------------------
                               Butler Machinery           951421102189          5/22/95              Specific equipment
                               Company
-----------------------------------------------------------------------------------------------------------------------------
                               Butler Machinery           951600900336          6/9/95               Specific equipment
                               Company
-----------------------------------------------------------------------------------------------------------------------------


</TABLE>

     (B)  Uniform  Commercial Code financing  statements  filed in favor of D.H.
          Blattner & Son,  Inc.  with the  Secretaries  of State of Colorado and
          Idaho,  County  Recorder of Valley  County,  Idaho  subsequent  to the
          filing of Uniform Commercial Code financing  statements filed in favor
          of Gerald Metals, Inc. (as noted in (E) below).

     (C)  First Mortgage,  Assignment of Rents and Royalties, Security Agreement
          and Financing Statement dated April, 1996 filed by Gerald Metals, Inc.
          on the real  property of  Stibnite  Mine Inc.  and  Barrier  Reef Inc.
          located in Idaho.

     (D)  Mortgage -- Collateral Real Estate Mortgage dated April, 1996 filed by
          Gerald Metals,  Inc. on the property of Brohm Mining Corp.  located in
          South Dakota.

     (E)  Property  described in the following  financing  statements on file on
          the date hereof, all of which list Gerald Metals, Inc. or its assignee
          BHF Bank Aktengesellscahft, as the secured party.



<PAGE>

<TABLE>
<CAPTION>

            Filing Office                               Debtor File                           No. and Date
-----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                     <C>  
         Colorado Secretary of State            Dakota Mining Corporation               962030300-- 4/19/96
-----------------------------------------------------------------------------------------------------------------------------
                                                Brohm Mining Corporation                962030299-- 4/19/96
-----------------------------------------------------------------------------------------------------------------------------
                                                Stibnite Mine Inc.                      922056191--8/03192
                                                                                        962030297 - 4/19196
-----------------------------------------------------------------------------------------------------------------------------
                                                Barrier Reef Inc.                       922056190-- 8/3/92
                                                                                        962030298 - 4/19196
-----------------------------------------------------------------------------------------------------------------------------
         South Dakota                            Brohm Mining Corp.
         Secretary of State
-----------------------------------------------------------------------------------------------------------------------------
         Lawrence Co., South Dakota             Brohm Mining Corp.
         Register of Deeds
-----------------------------------------------------------------------------------------------------------------------------
         Idaho Secretary of State               Stibnite Mine Inc.
                                                Barrier Reef Inc.
-----------------------------------------------------------------------------------------------------------------------------
         Valley Co., Idaho                      Stibnite Mine Inc.
         Clerk and Recorder                     Barrier Reef Inc.
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>

A description of collateral covered by the foregoing financing statements is set
forth in Schedule A attached hereto.

          (F)  Property  of  Brohm  Mining  Corp.  described  in  the  following
          financing statement on file on the date hereof:

<TABLE>
<CAPTION>

                                                                                                   Collateral
         Filing Office          Secured Party             File No.              File Date          Description
-----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                   <C>                  <C>
         Colorado              Caterpillar Financial      962052327             7/10/96              Equipment
         Secretary of          Services Corp.
         State

</TABLE>


         (G) See  Opinions  of Title  delivered  by the Law Offices of Marvin D.
Truhe to Dakota and dated as of January  15,  1996 and April 4, 1996,  copies of
which have been delivered to Gerald.


Debtor:               Dakota Mining Corporation
                      410 Seventeenth Street, Suite 2450
                      Denver, Colorado 80202

Secured Party:        Gerald Metals,, Inc.
                      High Ridge Park
                      P.O. Box 10134
                      Stamford, Connecticut 06904

         All  fixtures  and all tangible  and  intangible  personal  property of
Debtor of every kind and description and wherever located,  in each case whether
now owned or  hereafter  acquired by Debtor,  or in which Debtor may now have or
hereafter acquire an interest, including, without limitation:

                  (1) all  equipment  (as  such  terms  defined  in the  Uniform
         Commercial Code the "UCC"), machinery and fixtures,  including, without
         limitation,  all data processing and computer  equipment,  in each case
         whether now owned or hereafter  acquired by Debtor,  or in which Debtor
         may now have or hereafter acquire an interest;

                  (2) all products, goods and inventory (as such term is defined
         in the UCC), including without limitation,  all ore (in whatever form),
         merchandise,  raw materials, work in process, parts, components,  dies,
         molds,  finished  goods  and  all  product  inventory  returned  to  or
         repossessed  by Debtor,  in each case  whether  now owned or  hereafter
         acquired  by  Debtor,  or in which  Debtor  may now  have or  hereafter
         acquire an interest;

                  3) all  instruments  (as such  term is  defined  in the  UCC),
         documents of title, general  intangibles,  contract rights and policies
         and  certificates  of  insurance,  in each  case  whether  now owned or
         hereafter  acquired  by  Debtor,  or in  which  Debtor  may now have or
         hereafter acquire an interest;

                  (4) all  accessions,  additions and  improvements  to, and all
         proceeds  and products of, all of the  foregoing  included  collateral,
         including  proceeds  of  insurance,  whether  now  owned  or  hereafter
         acquired  by  Debtor,  or in which  Debtor  may now  have or  hereafter
         acquire an interest; and

                  (5) all books,  records,  documents,  computer tapes and discs
         relating to all of the foregoing included collateral, whether now owned
         or  hereafter  acquired by Debtor,  or in which  Debtor may now have or
         hereafter acquire an interest.


<PAGE>


                                    EXHIBIT D

                     TO AMENDED AND RESTATED LOAN AGREEMENT


                                                              March ___, 1997


Gerald Metals, Inc.
High Ridge Park, P.O. Box 10134
Stamford, Connecticut 06904


          Re: Amended and Restated Revolving Loan Agreement among Gerald Metals,
          Inc., Dakota Mining Corporation, Stibnite Mine Inc., Barrier Reef The.
          and Brohm Miring Corp.


Ladies and Gentlemen:

         We have acted as counsel to Stibnite Mine Inc., a Delaware  corporation
("Stibnite"),  Barrier  Reef Inc.,  a Delaware  corporation  ("Barrier"),  Brohm
Miring  Corp.,  a South  Dakota  corporation  "Brohm"),  and  MinVen  Gold (USA)
Corporation, a Delaware corporation "Guarantor"), and as local counsel to Dakota
Mining Corporation,  a federal  corporation  organized under the Canada Business
Corporations  Act  ("Dakota";   together  with  Stibnite,   Barrier  and  Brohm,
"Borrower"),  in connection  with the amendment and  restatement  of the various
documents  pertaining to a $4,000,000 loan (the "Loan") from Gerald Metals, Inc.
"Lender")  to Borrower on April 15,  1996,  including  the Amended and  Restated
Revolving  Loan  Agreement of even date herewith (the "Amended Loan  Agreement")
among Borrower and Lender and the amended and restated  limited  guaranty of the
Loan by Guarantor.  All capitalized  terms used herein and not otherwise defined
shall have the meanings ascribed in the Amended Loan Agreement. In rendering the
opinions  set forth  below,  we have  examined,  reviewed  and  relied  upon the
following:

         1.       facsimiles or executed copies of the following:

               (a)  Amended Loan Agreement (including as to factual matters, the
                    representations  and  warranties  set  forth  in  Section  8
                    thereof?);

               (b)  Amended and  Restated  Secured  Revolving  Loan Note of even
                    date  herewith of Borrower in favor of Lender (the  "Amended
                    Note");

               (c)  Amended First  Mortgage,  Assignment of Rents and Royalties,
                    Security  Agreement  and  Financing  Statement  of even date
                    herewith  of  Stibnite  and  Barrier in favor of Lender (the
                    "Amended Idaho Mortgage") (including, as to factual matters,
                    the  representations,  covenants  and  agreements  contained
                    therein);

               (d)  Amended  Mortgage--Collateral  Real Estate  Mortgage of even
                    date  herewith  of Brohm in favor of  Lender  (the  "Amended
                    South Dakota Mortgage")  (including,  as to factual matters,
                    the covenants and agreements contained therein);

               (e)  Amended  and  Restated  Security   Agreement  of  even  date
                    herewith between Dakota and Lender (including, as to factual
                    matters,  the  representations  and  warranties set forth in
                    Section 3 thereof);

               (f)  Amended  and  Restated  Security   Agreement  of  even  date
                    herewith between Brohm and Lender (including,  as to factual
                    matters,  the  representations  and  warranties set forth in
                    Section 3 thereof);

               (g)  Amended  and  Restated  Security   Agreement  of  even  date
                    herewith  between  Stibnite  and  Lender  (including,  as to
                    factual  matters,  the  representations  and  warranties set
                    forth in Section 3 thereof);

               (h)  Amended  and  Restated  Security   Agreement  of  even  date
                    herewith  between  Barrier  and  Lender  (including,  as  to
                    factual  matters,  the  representations  and  warranties set
                    forth in Section 3 thereof);

               (i)  Amended UCC-1 Financing  Statements  wherein Borrower is the
                    debtor and Lender is the secured party  ("Amended  Financing
                    Statements")  under the Uniform  Commercial Code (the "UCC")
                    of Colorado, Idaho and South Dakota, which Amended Financing
                    Statements  have  been  or are  to be  filed  in the  filing
                    offices listed on Schedule A hereto;

               (j)  Amended and Restated  Limited Guaranty of even date herewith
                    of Guarantor favor of Lender; and

               (k)  Amended and Restated Pledge  Agreement of even date herewith
                    between   Lender  and   Guarantor   (the   "Amended   Pledge
                    Agreement")   (including,   as  to  factual   matters,   the
                    representations  and  warranties  set  forth  in  Section  4
                    thereof);

(the  documents  listed in (a)  through (k) above are  collectively  referred to
herein as the "Transaction  Documents" and references to one or more Transaction
Documents  with respect to a particular  person or persons,  refer only to those
Transaction  Documents to which such person or persons is a party; the documents
listed  in (e)  through  (h) above are  collectively  referred  to herein as the
"Security Agreements");

               2.   facsimiles  or  copies  of   resolutions   authorizing   the
                    execution  and  delivery  by  Borrower  of  the  Transaction
                    Documents and related matters;

               3.   facsimiles  or  executed   copies  of  certificates  of  the
                    Assistant   Secretaries  of  the  Borrower   certifying  the
                    adoption of such  resolutions  by the  Borrowers'  Boards of
                    Directors and the effectiveness of such resolutions;

               4.   copies of the certificates of incorporation (or like charter
                    document) and bylaws of Borrower and Guarantor; and

               5.   certificates  from the  Secretary of State of Delaware as to
                    the good  standing of Stibnite  and Barrier,  a  certificate
                    from the  Secretary  of State of South Dakota as to the good
                    standing  of  Brohm,  and a  Certificate  of  Compliance  of
                    Industry Canada with respect to Dakota.

         In connection  with the rendering of the opinions and other  statements
set forth herein,  we have not undertaken a general  investigation of facts, nor
have we  independently  verified  the accuracy or  completeness  of any records,
agreements,  instruments,  documents, certificates or letters delivered to us or
of any of the representations, warranties or statements made to us.

         Although we have in the past been engaged to render  legal  services to
Borrower, our engagements have been limited to matters specified by their senior
officers and, consequently, we are not familiar with all of their legal affairs.

         We are  qualified  to  practice  law  in the  State  of  Colorado  and,
notwithstanding  any  provision of this opinion to the  contrary,  we express no
opinion  concerning  the  applicability  or  effect of any laws  other  than the
internal  laws of the State of Colorado,  the Delaware  Corporation  Law and the
federal  law of the United  States of America  (without  reference  to choice or
conflict of laws principles or requirements).  For all purposes of this opinion,
we  have  assumed  the  applicability  solely  of the  laws  referenced  in this
paragraph,  notwithstanding  statements in the  Transaction  Documents and other
controlling facts to the contrary.

         In  rendering  this  opinion,  we  have  assumed,  without  independent
inquiry, that:

         1. All panties to the  Transaction  Documents  other than  Borrower and
Guarantor  have the power and  authority  (corporate,  partnership  or other) to
execute,  deliver and perform the  Transaction  Documents,  and the  Transaction
Documents  constitute  the legal,  valid and  binding  obligations  of the other
parties thereto.



<PAGE>


Gerald Metals, Inc.
March ___ 1997
Page 4


         2.  Borrower  owns the  Collateral-  We  express  no  opinion as to the
existence of or the right,  title or interest of Borrower in, to or under any of
the Collateral.  We assume that the  descriptions  of the Collateral  described,
appearing or contained in the Amended Idaho  Mortgage,  the Amended South Dakota
Mortgage,  the Security  Agreements  and the Amended  Financing  Statements  are
accurate, complete and legally sufficient for all purposes.

         We  have  also  assumed  the  genuineness  and   authorization  of  all
signatures  (other  than  those of  borrower  and  Guarantor)  on all  documents
submitted to us as or-is,  copies, or facsimiles,  the legal capacity of natural
persons  who signed any  documents  submitted  to us as  originals,  copies,  or
facsimiles  (other than those of Borrower and Guarantor),  the  authenticity and
accuracy of all  documents  submitted to us as originals  and  conformity to the
or-is of all documents submitted to us as copies or facsimiles.  We have assumed
the  genuineness  of all  signatures  of Borrower and Guarantor on all documents
submitted to us as or-is, copies or facsimiles.  We have assumed that all of the
Transaction Documents have been properly executed by all parties thereto.

         Based on the foregoing and with due regard to legal considerations that
we deem relevant, we are of the following opinions:

     1.   Each  of  Borrower  and  Guarantor  is a  corporation  duly  organized
          validity  existing and in good standing under the laws of its state of
          incorporation.

     2.   Each  Borrower  has  the  corporate  power  and  authority  to own its
          property and assets,  Guarantor has the corporate  power and authority
          to  own  the  Pledged   Shares  (as  defined  in  the  Amended  Pledge
          Agreement),  and each of Borrower  and  Guarantor  have the  corporate
          power and  authority  to transact the business in which it is engaged,
          and to execute and deliver the  Transaction  Documents  and to perform
          its obligations under the Transaction Documents.  Each of Borrower and
          Guarantor has taken all necessary  corporate  action to authorize such
          execution, delivery and performance.

     3.   To our knowledge,  without  independent  investigation of any kind and
          without  any  actual  or  implied  duty  to  perform  any  independent
          investigation, the execution and delivery of the Transaction Documents
          by  each  of  Borrower  and  Guarantor,  and  the  performance  of its
          respective  obligations  therein,  do not violate or conflict with any
          order  or  judgment  of  any  court  or  other  agency  of  government
          applicable to Borrower or Guarantor (as  applicable)  or any provision
          of Borrower's or Guarantor's  respective articles of incorporation (or
          like charter document) or bylaws.

     4.   No filings or registrations with any governmental office, authority or
          agency are  necessary  in order to  establish  and  perfect a security
          interest  in the  Collateral  in  favor  of  Lender,  except  for  the
          following; (i) the re9ording of the Amended Idaho Mortgage and Amended
          South Dakota Mortgage in



<PAGE>


Gerald Metals, Inc.
March ___ 1997
Page 5


          the filing offices listed on Schedule B hereto; (ii) the filing of the
          Amended Financing  Statements in the filing offices listed in Schedule
          A hereto; and (iii) the filing of continuation statements with respect
          to the  Amended  Financing  Statements  at required  intervals  and in
          accordance with applicable law.

     5.   Assuming the applicability solely of the internal laws of the State of
          Colorado,  the  Delaware  Corporation  Law and the  federal law of the
          United States of America  (without regard to choice or conflict of law
          principles or  requirements),  the obligations of each of Borrower and
          Guarantor under the Transaction Documents constitute its legal, valid,
          binding  and  enforceable  obligations,  except as the  enforceability
          thereof may be limited by (i) bankruptcy, insolvency,  reorganization,
          moratorium  or other  similar laws relating to or affecting the rights
          of creditors generally;  (ii) the application of general principles of
          equity  (regardless of whether considered in a proceeding in equity or
          at law); and (iii) the assumptions,  exceptions and qualifications set
          forth elsewhere in this opinion.  Notwithstanding  the foregoing,  and
          subject to the assumptions,  exceptions and  qualifications  set forth
          elsewhere in this opinion, certain remedies, waivers, rights of Lender
          and other  provisions of the  Transaction  Documents may not be valid,
          binding or enforceable  under the laws expressly  referenced  above in
          this  paragraph;  however,  in our opinion,  such  matters  should not
          render the Transaction  Documents,  as against Borrower and Guarantor,
          invalid as a whole or preclude  (i) the  judicial  enforcement  of the
          obligation  of the  Borrower  to repay the  principal,  together  with
          interest  thereon  (to the extent not deemed a penalty) as provided in
          the Amended  Note;  (ii) the  acceleration  of the  obligation  of the
          Borrower to repay such principal,  together with such interest, upon a
          default by Borrower in the payment of such  principal or interest,  or
          upon  a  material  default  in any  other  material  provision  of the
          Transaction Documents;  and (iii) the foreclosure against the Borrower
          in accordance with  applicable law on the liens and security  interest
          in the Collateral  created by the Transaction  Documents upon maturity
          or upon  the  acceleration  pursuant  to  clause  (ii)  above  of this
          sentence.

                      FURTHER EXCEPTIONS AND OUALIFICATIONS

         The  foregoing  opinions  are  subject  to  the  following   additional
assumptions, limitations and qualifications:

         1. For purposes of the opinions  expressed herein, we have assumed that
the recording and filing of the Amended Idaho  Mortgage and Amended South Dakota
Mortgage and the Amended Financing  Statements in the offices listed in Schedule
A and Schedule B hereto shall have been properly accomplished such that the same
shall be accurately  abstracted  and indexed in each instance by such office and
that no mistakes or errors shall have occurred in connection with such recording
and filing We have  assumed  that Lender will hold  physical  possession  of all
stock pledged under the Amended Pledge Agreement and associated stock powers.




<PAGE>


Gerald Metals, Inc.
March ___ 1997
Page 6


     2.   Our  opinions  are  rendered  solely for the  benefit of Lender and no
          other party  shall be entitled to rely on any matter set forth  herein
          without the express written  consent of this firm.  These opinions may
          not be  publicized  or  quoted to any other  party  without  the prior
          written  consent of this firm or as may be  required by law We disavow
          any  obligation to update these  opinions or advise the addressee here
          of any changes m our  opinions  in the event of changes of  applicable
          law becoming effective after the date hereof or if additional or newly
          discovered  information  is  brought to our  attention  after the date
          hereof The opinions  set forth in this  opinion  letter are limited to
          the matters  expressly  stated herein,  and no opinion may be Inferred
          beyond the matter expressly so stated.

     3.   We express no opinion as to the priority of any lien,  claim,  charge,
          pledge,   security  interest,   mortgage,   deed  of  trust  or  other
          encumbrance on the Collateral described in the Amended Idaho Mortgage,
          Amended  South  Dakota  Mortgage,   Security  Agreements  and  Amended
          Financing Statements.

     4.   We render no opinion regarding the perfection of any security interest
          in motor vehicles,  airplanes,  trucks, railroad cars, barges or other
          similar types of equipment with respect to which certificates of title
          or other  similar  documents  evidencing  ownership  are  issued  by a
          governmental entity.

     5.   We have  assumed  that the  Amended  Financing  Statements  adequately
          describe  the  Collateral   which  is  the  subject  of  the  Security
          Agreements.

     6.   To the extent any opinion or confirmation set forth herein is rendered
          "to our  knowledge" or otherwise  indicates or refers to our knowledge
          or belief,  our  knowledge  or belief is based  solely upon our actual
          knowledge  without our having obtained any factual  certificates  from
          Borrower or Guarantor  and without our having made or  undertaken  any
          factual  investigation  or due diligence not disclosed in this opinion
          letter.

     7.   Notwithstanding  any  provision  of this opinion to the  contrary,  we
          provide no opinion whatsoever as to the following:  (i) any provisions
          of the Transaction  Documents  providing for jurisdiction or venue for
          resolution of disputes or for  enforcement  of rights or the choice of
          law to govern  the  construction  or  enforcement  of the  Transaction
          Documents;  (ii) any prohibitions,  requirements for consents or other
          terms or conditions  contained in any agreement or undertaking between
          Borrower and or Guarantor and any lessor, royalty holder or landowner;
          (iii) the validity,  legality or enforceability of the granting of any
          security interest in any governmental permit, license or authorization
          held by Borrower or in any other asset in which a governmental agency,
          authority or instrumentality holds an interest;  (iv) any stock option
          agreement of Dakota in favor of Lender;  (v) any rights of subrogation
          as  between  Lender  and  any  third  party;   and  (vi)  whether  the
          Transaction  Documents and the loans thereunder comply with applicable
          laws governing usury.



<PAGE>


Gerald Metals, Inc.
March ___ 1997
Page 7


     8.   This  opinion is subject to and  governed in all respects by the Legal
          Opinion  Accord (the  "Accord")  of the ABA  Section of  Business  Law
          (1991), as modified by the Report (the "Report") of the ABA Section of
          Real Property,  Probate and Trust Law and the American College of Real
          Estate  Lawyers  (I  993) as to  opinions  pertaining  to Real  Estate
          Secured  Transactions or to security interests in real property.  As a
          consequence,  and notwithstanding any provision of this opinion to the
          contrary,  this  opinion  is  subject  to all  of the  qualifications,
          exceptions, limitations on coverage and other limitations described in
          the  Accord  and the  Report  (collectively  "Other  Qualifications"),
          regardless of whether the Other  Qualifications are expressly repeated
          herein an regardless of whether the Other  Qualifications  conflict or
          are  inconsistent  with  any  provision  of this  opinion.  The  Other
          Qualifications shall be deemed to apply to all aspects of this opinion
          and to all aspects of the transactions and Transaction  Documents that
          are  the  subject  of this  opinion,  and not  just to  those  aspects
          pertaining to real property and the granting of security  interests in
          real property.  This opinion  should be read in  conjunction  with the
          Accord and the Report.


                     PARCEL, MAURO, HULTIN & SPAANSTRA, P.C.



<PAGE>



                                   Schedule A



                  UCC FINANCING STATEMENT FILING JURISDICTIONS


Debtor:           Dakota Mining Corporation

Jurisdiction:     Secretary of State of Colorado


Debtor:           Barrier Reef Inc.

Jurisdictions:    Secretary of State of Colorado
                  Secretary of State of Idaho
                  Valley County, Idaho


Debtor:           Stibnite Mine Inc.

Jurisdictions:    Secretary of State of Colorado
                  Secretary' of State of Idaho
                  Valley County, Idaho

Debtor:           Brohm Mining Corp.

Jurisdictions:    Secretary of State of Colorado
                  Secretary of State of South Dakota
                  Lawrence County, South Dakota

                                   Schedule B

                          MORTGAGE FILING JURISDICTIONS

Mortgagor:        Stibnite Mine Inc., and Barrier Reef Inc.

Jurisdiction:     Valley County, Idaho


Mortgagor:        Brohm Mining Corp.

Jurisdiction:     Lawrence County, South Dakota


<PAGE>




                                    EXHIBIT E

                            LOSS PAYABLE ENDORSEMENT


Policy No,:

Named Insured: _____________________________________________________________

Name of Loss Payee and Additional Insured:   Gerald Metals, Inc.

Address: High Ridge Park
                  P.O. Box 10134
                  Stamford, Connecticut 06904

Interest/Description of Property:


         Loss under this  policy  will be payable to the above  named Loss Payee
and Additional Insured as Lender or mortgagee as its interests may appear,

         The Loss Payee and Additional Insured now has or will acquire from time
to time an insurable  interest In certain  property  insured  under this policy.
Such interests  will be  established  by  documentary or other written  evidence
(including, without limitation, a security agreement).

 The interest of the Loss Payee and Additional Insured will not be impaired by;

          1.   any act or neglect  of the  borrower,  mortgagor  or owner of the
               above described property except as provided in the last paragraph
               of this endorsement;

          2,   any change in the title or ownership of the property; or

          3.   a more hazardous  occupancy of the premises where the property is
               located than is permitted by this policy.

         We reserve  the right to cancel  this policy at any time as provided by
its terms.  If we do so, this policy will continue in force for the benefit only
of the Loss Payee and Additional Insured for sixty (60) days after notice to the
Loss Payee and Additional Insured of such cancellation and will then cease.

         Whenever we will pay the Loss Payee and Additional  Insured any sum for
loss or damage under this policy and claim that, as to the  borrower,  mortgagor
or owner, no liability  existed then we will, to the extent of such payment,  be
legally  subrogated  to all the rights of the party to whom the payment  will be
made, under all securities held as collateral to the debt. At our option, we may
pay the Loss Payee and Additional Insured the whole principal due or to grow due
on the debt with interest, and thereupon receive a frill assignment and transfer
of the debt and of the mortgage


and all of such other  securities  as evidence of the interest of the Loss Payee
and Additional  -Insured in the described property However,  no subrogation will
impair the Loss Payee and Additional Insured's right to recover the frill amount
of its claim against the borrower, mortgagor or owner.

         All other provisions of the policy apply.