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                         PROMISSORY NOTE
                                OF
                      MAXAM GOLD CORPORATION
                        A Utah Corporation

     MAXAM GOLD CORPORATION (MAXAM), a Utah corporation, hereby
establishes a line of credit with PHOENIX INTERNATIONAL MINING,
INC. (PHOENIX), a Nevada corporation, in which MAXAM may borrow,
from time to time in varying amounts, up to the sum of Two
Million Dollars ($2,000,000.00), within two years from the date
of this document with interest thereon at the rate of one (1)
percent per month, or as mutually agreed upon at the time, on the
outstanding balance.

     Said note will be paid at the discretion of MAXAM with
payments first being applied to accrued interest and then to
principle, (or as agreed upon in writing between the parties),
with the full amount of interest and principle outstanding due
not later than five years from the date of this document.

     IN WITNESS WHEREOF, MAXAM GOLD CORPORATION, a Utah
corporation, has caused this notices to be executed by its duly
authorized Officer.

May 9, 1997
     
                              MAXAM GOLD CORPORATION

                              BY: /s/ Dale L. Runyon, CEO

(SEAL) - no seal

(Acknowledgement) - no acknowledgement