USMX OF UTAH INC
                  141 Union Blvd. Suite 100
                    Lakewood, CO.  80228

Bull Valley L.L.C.
c/o John Lee Carroll
515 Madison Avenue
32nd Floor
New York, NY  10022

     Re:  Post-Termination Agreement

Gentlemen:

     The purpose of this letter is to set forth our agreement
with respect to the respective rights and obligations of Bull
Valley L.L.C. ("BVLLC") and USMX of Utah Inc.  ("USMX/Utah")
subsequent to the January 31, 1996 termination of the Mineral
Lease, Sublease and Option to :Purchase, dated August 1, 1985
("Agreement"), pursuant to which a Quitclaim Deed and
Assignment of Agreements previously has been delivered by
USMX/Utah to Permian Exploration Account ("PEA").  Our
understanding is that BVLLC has succeeded to all right, title
and interest of PEA in the Agreement, and BVLLC hereby
confirms, represents and warrants that such is the case.
USMX/Utah and BVLLC hereby agree as follows:

     1.   USMX/Utah agrees to reimburse BVLLC for one-half of the
       monthly rental payments (i.e., one-half of $2,000.00 per
       month) paid by BVLLC pursuant to the Mining Lease with
       Option to Purchase, between Paul Lamoreaux and Padre Mining
       Company, Inc., as "Lessor", and John Lee Carroll, as
       "Lessee", dated February 10, 1982 ("Lease"), which is
       attached as Exhibit A to the Agreement.  USMX/Utah shall
       make such reimbursement payments to BVLLC upon receipt from
       BVLLC of satisfactory documentation that such rental payment
       has been made under the Lease.

     2.   USMX/Utah shall perform reclamation of the properties
       subject to the Agreement ("Properties") as was required by
       the Agreement immediately prior to its termination.

     3.   BVLLC shall provide and allow access to USMX/Utah to
       the Properties for the purpose of performing the reclamation
       described in paragraph 2 above and for purposes of
       ;processing and removing gold as described in paragraph 4
       below.

     4.   USMX/Utah shall have the right, but not the obligation
       to remove any gold remaining in the heaps situated on the
       Properties, as may be recovered as a result of USMX/Utah's
       reclamation activities, provided and on the condition that
       it pays BVLLC 50% of the proceeds received from the sale of
       any such gold removed from the Properties after January 31,
       1996, after deducting from such proceeds the following
       costs:  rentals and royalties that may be payable (directly
       by USMX/Utah or indirectly by USMX/Utah pursuant to
       paragraph 1 above) to underlying landowners by USMX/Utah,
       regardless of whether paid directly by USMX/Utah or through
       PEA; transportation costs from the Properties to the place
       or places of refining and sale processing and transportation
       costs incurred as a result of shipping loaded carbon after
       recovery of the gold and carbon on the Properties; and other
       costs related to the transportation, disposition or sale of
       that gold, including but not limited to umpiring fees, taxes
       (other than income taxes) and sales commissions.

     5.   USMX/Utah and BVLLC acknowledge that USMX/Utah has no
       rights or obligations of any nature whatsoever with respect
       to the Properties other than as described in paragraphs 1,
       2, 3 and 4 above, and that BVLLC has full freedom and
       discretion to negotiate with third parties with respect to
       the Properties in any manner it deems appropriate.

     If the above correctly represents your understanding of
our agreement, please so indicate by signing on the space
provided below.

                                   USMX OF UTAH INC.



                                   By:
                                        James A. Knox,
President


ACCEPTED AND AGREED this
     day of February, 1996.

BULL VALLEY L.L.C.

By:
     John Lee Carroll, President