HAYNES AND BOONE, LLP DRAFT
DECEMBER 20, 2003
PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT
THIS PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (this "SECURITY AGREEMENT") is
executed as of December 22, 2003 by UNITED STATES ANTIMONY CORPORATION, a Montana
corporation (the "COMPANY"), whose address is P. O. Box 643, Thompson Falls, Montana 59873, in favor of
the Holder (the "SECURED PARTY") of the Company's 10% Secured Convertible Notes due December 22,
2007 (the "NOTES"), at the address as set forth on the signature page of the Note.
WHEREAS, the Company, Bear River and the Secured Party have entered into that certain Note Purchase
Agreement dated as of the date hereof (as renewed, extended, amended or restated from time to time, the
"NOTE PURCHASE AGREEMENT"); WHEREAS, in connection with the Note Purchase Agreement, the
Secured Party has purchased from the Company a Note executed by the Company and payable to the order of
Secured Party in an aggregate original principal amount of Two Hundred Fifty Thousand and No/100s Dollars
($250,000.00); and WHEREAS, the obligations of the Secured Party under the Notes and the other documents,
instruments and agreements entered into in connection therewith or in connection with the Note Purchase
Agreement (collectively, the "NOTE PURCHASE DOCUMENTS") are conditioned upon, among other things,
the execution and delivery of this Security Agreement by the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company hereby
agrees, as follows:
1. REFERENCE TO NOTES. The terms, conditions, and provisions of the Notes are incorporated herein by
reference, the same as if set forth herein verbatim, which terms, conditions, and provisions shall continue to be in
full force and effect hereunder until the Obligation (as defined herein) is paid and performed in full.
2. CERTAIN DEFINITIO