06659.0010.646567.1

Exhibit 10.50
                                    AGREEMENT
                                    TO ISSUE
                                 WARRANTS OF USA

     United  States  Antimony  Corporation  ("USAC")  agrees  to  issue warrants
(25,000)  each  to  George  Desborough  and  Nick Raymond for USAC common stock,
within  thirty (30) days, bearing a restrictive legend, exercisable for a period
of three (3) years, at a strike price of forty-five cents (45 ) providing common
stock  is  authorized  as  additional consideration for the Assignment of Common
Stock  and  the  Royalty  Agreement.

DATED  this  29th  day  of  May,  2002.

                                   UNITED  STATES  ANTIMONY  CORPORATION



                                   By:/s/ John C. Lawrence
                                      --------------------
                                        John  C.  Lawrence
                                        President

ATTEST:


/s/ Michael Fleursch
--------------------
Michael  Fleursch