Secured Promissory Note

Secured Promissory Note

by Alta Gold Co
April 23rd, 1997


                              10.04


                                
                     SECURED PROMISSORY NOTE

U.S. $4,250,000                                    April 10, 1997

     FOR  VALUE  RECEIVED,  ALTA GOLD CO., a  Nevada  corporation
whose  mailing  address  is 601 Whitney Ranch  Drive,  Suite  10,
Henderson, Nevada 89014 ("Borrower"), promises to pay  to  GERALD
METALS, INC., a Delaware corporation with its principal office at
6  High Ridge Park, Stamford, Connecticut 06905 ("Lender"), or to
its  order,  the principal sum of Four Million Two Hundred  Fifty
Thousand  Dollars ($4,250,0003) or the aggregate unpaid principal
amount  of advances made by Lender to Borrower pursuant  to  that
certain  Loan  Agreement  of even date herewith  among  Borrower,
Lender  and BHF-Bank Aktiengesellschaft, New York Branch  ("BHF")
(hereinafter, as amended or otherwise modified from time to time,
the  "Loan  Agreement"), whichever amount is less, together  with
interest  on  the unpaid principal amount hereof  from  the  date
hereof  until paid in full at the rates per annum and payable  at
the  times specified in this Note.  Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed
thereto in the Loan Agreement.

     Unless the Default Rate shall apply, this Note shall bear
interest (computed on the basis of a year of three hundred sixty
(360) days and applicable days elapsed) on the unpaid principal
amount hereof at a rate per annum equal to the sum of LIBOR plus
two percent (2%), payable monthly in arrears on the last Business
Day of each month for the month then ending, commencing April 30,
1997, during which any principal amount under this Note remains
outstanding and at maturity (whether by acceleration or
otherwise).  Borrower will remit to Lender all principal amounts
outstanding under this Note in fifteen (15) consecutive equal
monthly installments of principal each in an aggregate amount
equal to one-fifteenth (1/15th) of the aggregate principal amount
outstanding under the Notes on December 31, 1997, with payments
commencing January 31, 1998 and continuing on the last Business
Day of each month thereafter.  If any payment of principal
hereunder is not made when due, such amount shall bear interest
from the date such payment was due until paid in full, payable on
demand, at a rate per annum equal to the Prime Rate plus three
percent (3%).

     As used herein, certain defined terms shall have the
following meanings:

           "Interest Period" shall mean a period quoted by
     Telerate or other organization and agreed upon in
     writing from time to time by Lender, BHF and Borrower
     and used for the computation of interest commencing on
     ___________, 1997; PROVIDED, HOWEVER, that (i) no
     Interest Period for the loan evidenced hereby may
     extend beyond March  31, 1999 and (ii) if any Interest
     Period ends on a non-Business Day it shall extend to
     the next Business Day.  For purposes of determining an
     Interest Period, a month means a period starting on one
     (1) day in a calendar month and ending on a numerically
     corresponding day in the next calendar month.
     
          "LIBOR" shall mean, the one month London Interbank
     Offered Rate for Dollars quoted by Telerate, as of
     11:00  a.m.  London  time,  two ( 2)  Business Days
     


     prior to the commencement of each calendar month, or as
     otherwise mutually agreed.
     
          "Prime Rate" shall mean the rate which The Chase
     Manhattan Bank, N.A. announces from time to time at its
     principal office in New York, New York as its prime
     lending rate, as in effect from time to time.  The
     Prime Rate is a reference rate and does not necessarily
     represent the lowest or best rate actually charged to
     any customer.
     
     If, with respect to any Interest Period, Lender is unable to
determine the LIBOR rate relating thereto, or adverse or unusual
conditions in or changes in applicable law relating to the
applicable London interbank market make it illegal or, in the
sole judgment of Lender, impracticable, to fund or make the
projected LIBOR rate unreflective of the actual costs of funds
therefor to Lender, or if it shall become unlawful for Lender to
charge interest on this Note on a LIBOR basis, then in any of the
foregoing events Lender shall so notify Borrower and interest
shall be calculated and payable in respect of such projected
Interest Period (and thereafter for so long as the conditions
referred to in this sentence shall continue) by reference to an
agreed upon rate.

     Payments of both principal and interest as required
hereunder shall be made in lawful money of the United States of
America in immediately available funds to Lender or Lender's
account (as Lender may specify from time to time).  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, 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.

     This Note is 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 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 ALIA, by certain
Collateral pursuant to the terms of the Loan Documents and is
entitled to the benefits thereof.

     If an Event of Default 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, together with accrued and 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 or in equity as well as those remedies set forth in this
Note, the Loan Agreement 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.

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     If any Event of Default has occurred and is continuing,
Borrower will pay on each date that a payment on this Note is due
during the continuation of any such default, interest on the
principal balance of this Note then outstanding at a rate (the
"Default Rate") equal to the Prime Rate plus three percent (3%)
per annum, until such Event of Default is cured to the reasonable
satisfaction of Lender, provided that any additional interest
which has accrued pursuant to the Default Rate shall be paid at
the time of and as a condition precedent to the curing of any
Event of Default.

     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 any
of the Loan 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.

     The rights and obligations of Borrower and all provisions
hereof shall be governed by and construed in accordance with the
internal laws (as opposed to the conflicts of laws provisions)
and decisions of the State of New York, except to the extent that
such laws are superseded by federal enactments.

     Borrower hereby submits to the jurisdiction of the state and
federal courts located in New York, 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 objections 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 limitation, any action, proceeding or counterclaim
arising out of or in any way connected with this Note, the Loan
Agreement, the Loan 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 Loan 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
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 will not be fully enforced in all
instances.

     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

                               -3-
                                


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 Loan 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 in
connection with the transactions provided for in the Loan
Agreement.

     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 attorney's fee to the holder hereof together with
reasonable costs and expenses of collection.

     Borrower shall remain primarily liable on this Note and the
Loan Documents until full payment, unaffected by any agreement or
transaction between Lender and any subsequent borrower as to
payment of principal, interest or other monies, 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.

     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.

                              ALTA GOLD CO.
                              
                              
                              By_________________________________
                              Title______________________________
                              
                              By_________________________________
                              Title______________________________

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