EXHIBIT 10.32

                           REPLACEMENT PROMISSORY NOTE

US$1,400,000                                                June 25, 1999

      FOR VALUE RECEIVED, each of the undersigned, SUMMO USA CORPORATION, a
corporation organized and existing under the laws of the State of Colorado
("Summo (USA)"), and SUMMO MINERALS CORPORATION, a corporation organized and
existing under the laws of British Columbia ("Summo," with Summo (USA) and Summo
referred to together as the "Makers"), hereby jointly and severally and
unconditionally promises to pay to the order of ST. MARY MINERALS INC., a
corporation organized and existing under the laws of Colorado ("St. Mary
Minerals"), or other holder hereof (with St. Mary Minerals and any other holder
hereof sometimes referred to herein as "Holder"), in immediately available
funds, the principal amount of One Million Four Hundred Thousand Dollars
($1,400,000) or so much thereof as may be advanced to or for the benefit of
Makers or otherwise outstanding under that certain Amended and Restated Credit
Agreement dated as of June 25, 1999 by and among RESOURCE CAPITAL FUND L.P., St.
Mary Minerals and Makers (the "Credit Agreement") as the same may hereafter be
amended, modified or supplemented.

      The Makers further jointly and severally agree to pay and deliver to
Holder, when and as provided in the Credit Agreement, interest on the
outstanding principal amount hereof at the rate and at the times specified in
the Credit Agreement.

      This Note is made by the Makers on a joint and several liability basis
pursuant to, and is subject to, all of the terms and conditions of the Credit
Agreement. Payment of the principal amount represented hereby and the interest
thereon shall be payable at the times and in the manner set forth in the Credit
Agreement, and in all events are due and payable not later than July 1, 2004.
Capitalized terms which are not defined herein have the meanings given thereto
in the Credit Agreement. Reference is made to the Credit Agreement and the
documents delivered in connection therewith for a statement of the prepayment
rights and obligations of the Makers, a description of the collateral in which
liens and security interests have been granted by the Makers to secure the
payment and performance of the Makers hereunder, the nature and extent of such
liens and security interests, and for a statement of the terms and conditions
under which the due date of this Note may be accelerated.

      This Note represents an extension and renewal of the outstanding Principal
Amount of, and a replacement and substitution for, the Amended and Restated
Promissory Note dated January 1, 1999 made by the Makers payable to the order of
St. Mary Land & Exploration Company and St. Mary Minerals Inc. (the "Prior
Note"). The indebtedness evidenced by the Prior Note is a continuing
indebtedness and nothing contained herein shall be construed to deem paid the
Prior Note or to release or terminate any Lien or security interest given to
secure payment of the Prior Note.

      In addition to, and not in limitation of, the foregoing and the provisions
of the Credit Agreement, the Makers further agree, subject only to any
limitation imposed by applicable law, to pay all expenses, including reasonable
attorneys' fees and legal expenses, incurred by any Holder hereof in endeavoring
to collect any amounts due and payable hereunder which are not paid and
delivered or otherwise satisfied when due, whether by acceleration or otherwise.

      The Makers, for themselves and for all endorsers hereof, hereby waive
notice, demand, presentment for payment, protest and notice of dishonor.

      This Note and the rights of Makers and any Holders hereof are governed by
the laws of the State of Colorado.

      IN WITNESS WHEREOF, the Makers have executed and delivered this Note as of
the date first above written.

SUMMO USA CORPORATION                        SUMMO MINERALS CORPORATION


By: /s/ GREGORY A. HAHN                      By: /s/ GREGORY A. HAHN
    --------------------------------             -----------------------------
Name: Gregory A. Hahn                        Name: Gregory A. Hahn
      ------------------------------               ---------------------------
Title: President                             Title: President
       -----------------------------                --------------------------