8-K

        SECURITIES AND EXCHANGE COMMISSION
            Washington, D.C. 20549

                    FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
     The Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported)       December 6, 2002

        COMMISSION FILE NUMBER 0-9137

             U.S. GOLD CORPORATION
(Exact name of small business issuer in its
charter)

        Colorado                   84-0796160
(State or other jurisdiction of  (I.R.S. Employer
incorporation or organization)    Identification
                                        No.)
       2201 Kipling Street, Suite 100,
        Lakewood, Colorado  80215
    (Address of principal executive office)
        (Zip Code)

Issuer's telephone number  (303) 238-1438



ITEM 5.  Other Events and Regulation FD Disclosure

A.      Effective December 20, 2002 by individual
letter agreement, William W. Reid, William
F. Pass and David C. Reid, each executive
officers of U.S. Gold Corporation (the
"Corporation"), each respectively agreed to
terminate, for no consideration, their
respective Incentive Stock Option Agreements
dated August 8, 2002 under the Corporation's
2002 Stock Option and Stock Grant Plan also
dated August 8, 2002, covering an aggregate
of 2,025,000 shares of Common Stock of the
Corporation at option exercise price of
$0.32/share and expiring August 8, 2012.  No
additional incentive stock option agreements
or non-qualified stock option agreements
have been granted to date under the 2002
Stock Option and Stock Grant Plan.  In
addition, the Corporation has terminated and
cancelled, effective December 20, 2002, the
2002 Stock Option and Stock Grant Plan.
Both the 2002 Stock Option and Stock Grant
Plan and any incentive stock option
agreements thereunder were subject to
approval by the shareholders of the
Corporation at a meeting of
shareholders prior to any exercise of any
stock option agreements thereunder, and such
approval of shareholders has not to date
been obtained.

B.      Effective December 6, 2002, U.S. Gold
Corporation (the "Corporation") entered
into an agreement with its President and
Chief Executive Officer, William W. Reid,
entitled Conditional Agreement Not To
Exercise Certain Stock Options Under Stock
Option Agreement Dated January 20, 1999
pursuant to the Corporation's Non-Qualified
Stock Option and Stock Grant Plan (the
"Plan") where by William W. Reid agreed not
to exercise an aggregate 410,500 shares of
Common Stock subject to that certain Stock
Option Agreement dated January 20, 1999 (the
"SOA") under Plan.  This Agreement was
necessary in order to allow the Corporation
access to such number of shares of
authorized but unissued shares of Common
Stock otherwise reserved for issuance under
the Plan and the SOA for potential sale by
the Corporation to third parties in private
sale transactions.  As inducement to William
W. Reid to enter into this Agreement, the
Corporation has agreed to use its best
efforts to replace the reserved shares under
the Plan and the SOA subject to the
Agreement to allow exercise of all shares
under the SOA, or, if that were not
possible, to otherwise keep William W. Reid
whole in terms of the intrinsic economic
value of any in-the-money stock options
under the SOA subject to the limitation upon
exercise by William W. Reid as provided in
the Agreement.

C.      Effective December 6, 2002, U.S. Gold
Corporation (the "Corporation") entered
into an agreement with its Vice President
and Chief Financial Officer, William F.
Pass, entitled Conditional Agreement Not To
Exercise Certain Stock Options Under Stock
Option Agreement Dated January 20, 1999
pursuant to the Corporation's Non-Qualified
Stock Option and Stock Grant Plan (the
"Plan") where by William F. Pass agreed not
to exercise an aggregate 135,000 shares of
Common Stock subject to that certain Stock
Option Agreement dated January 20, 1999 (the
"SOA") under Plan.  This Agreement was
necessary in order to allow the Corporation
access to such number of shares of
authorized but unissued shares of Common
Stock otherwise reserved for issuance under
the Plan and the SOA for potential sale by
the Corporation to third parties in private
sale transactions.  As inducement to William
F. Pass to enter into this Agreement, the
Corporation has agreed to use its best
efforts to replace the reserved shares under
the Plan and the SOA subject to the
Agreement to allow exercise of all shares
under the SOA, or, if that were not
possible, to otherwise keep William F. Pass
whole in terms of the intrinsic economic
value of any in-the-money stock options
under the SOA subject to the limitation upon
exercise by William F. Pass as provided in
the Agreement.

D.      Effective December 6, 2002, U.S. Gold
Corporation (the "Corporation") entered
into an agreement with its Vice President,
David C. Reid, entitled Conditional
Agreement Not To Exercise Certain Stock
Options Under Stock Option Agreement Dated
January 20, 1999 pursuant to the
Corporation's Non-Qualified Stock Option and
Stock Grant Plan (the "Plan") where by
David C. Reid agreed not to exercise an
aggregate 302,500 shares of Common Stock
subject to that certain Stock Option
Agreement dated January 20, 1999 (the
"SOA") under Plan.  This Agreement was
necessary in order to allow the Corporation
access to such number of shares of
authorized but unissued shares of Common
Stock otherwise reserved for issuance under
the Plan and the SOA for potential sale by
the Corporation to third parties in private
sale transactions.  As inducement to David
C. Reid to enter into this Agreement, the
Corporation has agreed to use its best
efforts to replace the reserved shares under
the Plan and the SOA subject to the
Agreement to allow exercise of all shares
under the SOA, or, if that were not
possible, to otherwise keep David C. Reid
whole in terms of the intrinsic economic
value of any in-the-money stock options
under the SOA subject to the limitation upon
exercise by David C. Reid as provided in the
Agreement.

E.      Effective December 6, 2002, U.S. Gold
Corporation (the "Corporation") entered
into an agreement with its non-executive
director, John W. Goth, entitled Conditional
Agreement Not To Exercise Certain Stock
Options Under Stock Option Agreement Dated
January 20, 1999 pursuant to the
Corporation's Non-Qualified Stock Option and
Stock Grant Plan (the "Plan") where by John
W. Goth agreed not to exercise an aggregate
92,000 shares of Common Stock subject to
that certain Stock Option Agreement dated
January 20, 1999 (the "SOA") under Plan.
This Agreement was necessary in order to
allow the Corporation access to such number
of shares of authorized but unissued shares
of Common Stock otherwise reserved for
issuance under the Plan and the SOA for
potential sale by the Corporation to third
parties in private sale transactions.  As
inducement to John W. Goth to enter into
this Agreement, the Corporation has agreed
to use its best efforts to replace the
reserved shares under the Plan and the SOA
subject to the Agreement to allow exercise
of all shares under the SOA, or, if that
were not possible, to otherwise keep John W.
Goth whole in terms of the intrinsic
economic value of any in-the-money stock
options under the SOA subject to the
limitation upon exercise by John W. Goth as
provided in the Agreement.

F.      Effective December 6, 2002, the Corporation
and Resource Investment Trust Plc entered
into a Subscription Agreement and Investment
Agreement covering the sale of 70,000 shares
of the Corporation's Common Stock at
$.40/share for aggregate purchase price of
$28,000, pursuant to Rule 902 of Regulation
S under the United States Securities Act of
1933.  With this purchase Resource
Investment Trust Plc, who is the
Corporation's largest shareholder, owns a
total of 3,232,373 shares of Common Stock
representing approximately 20 percent of the
total issued and outstanding shares of the
Corporation at December 6, 2002.

G.      The Corporation has and is actively engaged
in discussions with various third parties to
explore potential transactions which could
include, but are not limited to, i) the sale
of shares of Common Stock of the Corporation
in private transactions to raise funding for
the Corporation, ii) joint venture
transaction involving the Tonkin Springs
gold project located in Eureka County,
Nevada, iii) debt financing incorporating
both secured and unsecured borrowings by the
Corporation, iv) consideration of supporting
a merger proposal of the Corporation into or
alternative transaction with another public
entity, or v) any combination of the above
or other transactions.

ITEM 7. Financial Statements and Exhibits

Exhibit 10.1*  Letter Agreement dated December 20,
2002 by and between William W. Reid and the
Corporation terminating for no consideration that
certain Incentive Stock Option Agreement dated
August 20, 2002, covering an aggregate of 900,000
shares of Common Stock of the Corporation at
exercise price of $0.32/share.

Exhibit 10.2*  Letter Agreement dated December 20,
2002 by and between David C. Reid and the
Corporation terminating for no consideration that
certain Incentive Stock Option Agreement dated
August 20, 2002, covering an aggregate of 750,000
shares of Common Stock of the Corporation at
exercise price of $0.32/share.

Exhibit 10.3*  Letter Agreement dated December 20,
2002 by and between William F. Pass and the
Corporation terminating for no consideration that
certain Incentive Stock Option Agreement dated
August 20, 2002, covering an aggregate of 375,000
shares of Common Stock of the Corporation at
exercise price of $0.32/share.

Exhibit 10.4*   Conditional Agreement Not To
Exercise Certain Stock Options Under Stock Option
Agreement Dated January 20, 1999 by and between
William W. Reid and the Corporation.

Exhibit 10.5*  Conditional Agreement Not To
Exercise Certain Stock Options Under Stock Option
Agreement Dated January 20, 1999 by and between
William F. Pass and the Corporation.

Exhibit 10.6*  Conditional Agreement Not To
Exercise Certain Stock Options Under Stock Option
Agreement Dated January 20, 1999 by and between
David C. Reid and the Corporation.

Exhibit 10.7*  Conditional Agreement Not To
Exercise Certain Stock Options Under Stock Option
Agreement Dated January 20, 1999 by and between
John W. Goth and the Corporation.

Exhibit 10.8*  Subscription Agreement and
Investment Agreement dated effective December 6,
2002 by and between U.S. Gold Corporation and
Resource Investment Trust PLC covering the purchase
of 70,000 shares of Common Stock at $.40/share in a
private transaction

Signatures

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

             U.S. Gold Corporation
                 (Registrant)

Date: December 23, 2002  /s/ William W. Reid
        President, Chief Executive Officer and
Chairman of the Board of Directors

Date: December 23, 2002  /s/ William F. Pass
Vice President and Chief Financial
Officer

EX-10.1

Exhibit 10.1

Letter Agreement Dated December 20, 2002
By and Between William W. Reid and
U.S. Gold Corporation

This letter agreement (the "Agreement") is made
between William W. Reid, President, Chief executive
Officer and Chairman of the Board of Directors (the
"Option Holder") and U.S. Gold Corporation (the
"Corporation").

WHEREAS, effective August 20, 2002, Option Holder
was granted an Incentive Stock Option Agreement
under the Corporation's 2002 Stock Option and Stock
Grant Plan (the "Plan") covering options to
purchase 900,000 shares of Common Stock of the
Corporation at an exercise price of $0.32/share and
expiring August 20, 2012 (the "SOA"), which SOA
was not able to be exercised until and unless the
Plan as well as the SOA were approved by
shareholders of the Corporation, and

WHEREAS, the shareholders of the Corporation have
not to date approved either the Plan nor the SOA,
and

WHEREAS, the Option Holder has voluntarily agreed
to terminate the SOA effective immediately and for
no consideration, and

WHEREAS, the Corporation accepts the voluntary
officer of the Option Holder and is agreeable to
the termination of the SOA immediately, now

THEREFORE, the Option Holder and the Corporation
agree to the termination effective immediately of
that certain Incentive Stock Option Agreement dated
August 20, 2002 with Option Holder covering an
aggregate of 900,000 shares of Common Stock of the
Corporation at an exercise price of $0.32/share.


IN WITNESS WHEREOF, the parties hereto have
executed this letter agreement effective as of
December 20, 2002.

Option Holder:

/S/ William W. Reid
William W. Reid


Corporation

/S/ William F. Pass
William F. Pass
Vice President, Chief Financial Officer and
Secretary

EX-10.2

Exhibit 10.2

Letter Agreement Dated December 20, 2002
By and Between David C. Reid and
U.S. Gold Corporation

This letter agreement (the "Agreement") is made
between David C. Reid, Vice President  (the
"Option Holder") and .S. Gold Corporation (the
"Corporation").

WHEREAS, effective August 20, 2002, Option Holder
was granted an Incentive Stock Option Agreement
under the Corporation's 2002 Stock Option and Stock
Grant Plan (the "Plan") covering options to
purchase 750,000 shares of Common Stock of the
Corporation at an exercise price of $0.32/share and
expiring August 20, 2012 (the "SOA"), which SOA
was not able to be exercised until and unless the
Plan as well as the SOA were approved by
shareholders of the Corporation, and

WHEREAS, the shareholders of the Corporation have
not to date approved either the Plan nor the SOA,
and

WHEREAS, the Option Holder has voluntarily agreed
to terminate the SOA effective immediately and for
no consideration, and

WHEREAS, the Corporation accepts the voluntary
officer of the Option Holder and is agreeable to
the termination of the SOA immediately, now

THEREFORE, the Option Holder and the Corporation
agree to the termination effective immediately of
that certain Incentive Stock Option Agreement dated
August 20, 2002 with Option Holder covering an
aggregate of 750,000 shares of Common Stock of the
Corporation at an exercise price of $0.32/share.


IN WITNESS WHEREOF, the parties hereto have
executed this letter agreement effective as of
December 20, 2002.

Option Holder:

/S/ David C. Reid
David C. Reid


Corporation

/S/ William F. Pass
William F. Pass
Vice President, Chief Financial Officer and
Secretary

EX-10.3

Exhibit 10.3

Letter Agreement Dated December 20, 2002
By and Between William F. Pass and
U.S. Gold Corporation

This letter agreement (the "Agreement") is made
between William F. Pass, Vice President, Chief
Financial Officer and Secretary (the "Option
Holder") and U.S. Gold Corporation (the
"Corporation").

WHEREAS, effective August 20, 2002, Option Holder
was granted an Incentive Stock Option Agreement
under the Corporation's 2002 Stock Option and Stock
Grant Plan (the "Plan") covering options to
purchase 375,000 shares of Common Stock of the
Corporation at an exercise price of $0.32/share and
expiring August 20, 2012 (the "SOA"), which SOA
was not able to be exercised until and unless the
Plan as well as the SOA were approved by
shareholders of the Corporation, and

WHEREAS, the shareholders of the Corporation have
not to date approved either the Plan nor the SOA,
and

WHEREAS, the Option Holder has voluntarily agreed
to terminate the SOA effective immediately and for
no consideration, and

WHEREAS, the Corporation accepts the voluntary
officer of the Option Holder and is agreeable to
the termination of the SOA immediately, now

THEREFORE, the Option Holder and the Corporation
agree to the termination effective immediately of
that certain Incentive Stock Option Agreement dated
August 20, 2002 with Option Holder covering an
aggregate of 375,000 shares of Common Stock of the
Corporation at an exercise price of $0.32/share.

IN WITNESS WHEREOF, the parties hereto have
executed this letter agreement effective as of
December 20, 2002.

Option Holder:

/S/ William F. Pass
William F. Pass


Corporation

/S/ William W. Reid
William W. Reid
President, Chief Executive Officer and Chairman

EX-10.4

Exhibit 10.4

Conditional Agreement Not To Exercise Stock Options
Under Stock Option Agreement Dated January 20, 1999
Pursuant to Non-Qualified Stock Option and Stock
Grant Plan

This Agreement is made effective as of December 6,
2002 by and between U.S. Gold Corporation (the
"Corporation") and William W. Reid ("Option
Holder").

WHEREAS, Option Holder and Corporation entered into
that certain Stock Option Agreement dated January
20, 1999 (the "SOA") under Corporation's Non-
Qualified Stock Option and Stock Grant Plan (the
"Plan") covering an aggregate of 888,295 shares
of Common Stock of Corporation at an exercise price
of $0.16 per share and with expiration date
thereunder of January 21, 2004, and

WHEREAS, Corporation had previously reserved
sufficient numbers of shares of authorized but
unissued Common Stock of the Corporation under the
Plan to provide for the exercise of the shares of
Common Stock under the SOA as well as other
outstanding stock option agreements, and

WHEREAS, Corporation required funding critical to
its operations and for the near-term protection of
its assets and therefore negotiated for the sale
and has closed certain private transactions with
third parties (the "Purchasers") covering the
sale of Common Stock of the Corporation, and

WHEREAS, in order for the Corporation to have
sufficient numbers of authorized and unissued
shares of Common Stock not otherwise reserved for
use under the Plan to sell to such Purchasers, the
Option Holder agreed to temporarily and
conditionally forgo the right to exercise a portion
of the options to purchase Common Stock under his
SOA in consideration for the commitments and
representations of the Corporation contained
herein, in order that the Corporation could remove
those number of shares of Common Stock from the
classification of "reserved shares" under the
Plan and for the Corporation to then be able to
sell such number of shares of Common Stock to
Purchasers, all as subject to the terms of this
Agreement.

NOW THEREFORE the Corporation and Option Holder
agree as follows:

A.  Option Holder commits and agrees to Corporation
as follows:

1. Option Holder agrees not to exercise an
aggregate of 410,500 shares of Common Stock under
his SOA until and unless the Corporation reserves
sufficient number of shares of Common Stock from
its authorized but unissued numbers of shares of
Common Stock, in whole or in part, to allow such
exercise by Option Holder of the full number or any
lesser number of shares of Common Stock, if the
Corporation is able to reserve some but not all of
the required by and subject to such SOA.

2.  This agreement in no way limits the ability of
Option Holder to exercise any or all of his option
shares under his SOA which are currently or in the
future become covered by reserved numbers of shares
of Common Stock of the Corporation under the Plan
and under the SOA.

B.  In consideration for the agreement of Option
Holder hereunder, the Corporation agrees and
commits to Option Holder as follows:

1.  The Corporation will use its best efforts to
make available and to reserve sufficient numbers of
authorized but unissued shares of Common Stock of
the Corporation under the Plan to allow exercise of
all shares of Common Stock subject to outstanding
stock option agreements including the SOA with
Option Holder.  This includes, but is not limited
to, the approval by the shareholders of the
Corporation of any increase to the authorized
number of Common Stock equity of the Corporation as
well as the acquisition of treasury shares by the
Corporation which could otherwise be used for
reservation of Common Stock under the Plan and the
SOA.

2.  If the Corporation is unable to reserve
sufficient numbers of authorized but unissued
shares of Common Stock under the Plan for all
outstanding stock option agreements including the
SOA to the Option Holder, then the Corporation
commits to otherwise keep the Option Holder whole
in terms the intrinsic economic value of in-the-
money stock option shares subject to the limitation
on exercise contained in this Agreement as that
number may be reduced from time to time by
additional reserved shares being replaced thereby
making a portion of the option shares under the SOA
exercisable.

This Agreement shall be governed by and construed
in accordance with the laws of the State of
Colorado.

This Agreement supersedes any and all other
agreements, whether oral or in writing, between the
parties with respect to the subject matter.  Each
party to this Agreement acknowledges that no
representations, inducements, promises, or
agreements, orally or otherwise, have been made by
the other party, or anyone acting on behalf of any
party, that are not embodied in this Agreement, and
that no agreement, statement, or promise not
contained in this Agreement shall be valid or
binding.

IN WITNESS WHEREOF, the parties hereto have
executed this Agreement effective as of December 6,
2002.

Option Holder:

/S/William W. Reid
William W. Reid

Corporation:

/S/ John W. Goth
John W. Goth, Director and Chairman of Compensation
Committee

EX-10.5

Exhibit 10.5

Conditional Agreement Not To Exercise Stock Options
Under Stock Option Agreement Dated January 20, 1999
Pursuant to Non-Qualified Stock Option and Stock
Grant Plan

This Agreement is made effective as of December 6,
2002 by and between U.S. Gold Corporation (the
"Corporation") and William F. Pass ("Option
Holder").

WHEREAS, Option Holder and Corporation entered into
that certain Stock Option Agreement dated January
20, 1999 (the "SOA") under Corporation's Non-
Qualified Stock Option and Stock Grant Plan (the
"Plan") covering an aggregate of 295,000 shares
of Common Stock of Corporation at an exercise price
of $0.16 per share and with expiration date
thereunder of January 21, 2004, and

WHEREAS, Corporation had previously reserved
sufficient numbers of shares of authorized but
unissued Common Stock of the Corporation under the
Plan to provide for the exercise of the shares of
Common Stock under the SOA as well as other
outstanding stock option agreements, and

WHEREAS, Corporation required funding critical to
its operations and for the near-term protection of
its assets and therefore negotiated for the sale
and has closed certain private transactions with
third parties (the "Purchasers") covering the
sale of Common Stock of the Corporation, and

WHEREAS, in order for the Corporation to have
sufficient numbers of authorized and unissued
shares of Common Stock not otherwise reserved for
use under the Plan to sell to such Purchasers, the
Option Holder agreed to temporarily and
conditionally forgo the right to exercise a portion
of the options to purchase Common Stock under his
SOA in consideration for the commitments and
representations of the Corporation contained
herein, in order that the Corporation could remove
those number of shares of Common Stock from the
classification of "reserved shares" under the
Plan and for the Corporation to then be able to
sell such number of shares of Common Stock to
Purchasers, all as subject to the terms of this
Agreement.

NOW THEREFORE the Corporation and Option Holder
agree as follows:

A.  Option Holder commits and agrees to Corporation
as follows:

1.  Option Holder agrees not to exercise an
aggregate of 135,000 shares of Common Stock under
his SOA until and unless the Corporation reserves
sufficient number of shares of Common Stock from
its authorized but unissued numbers of shares of
Common Stock, in whole or in part, to allow such
exercise by Option Holder of the full number or any
lesser number of shares of Common Stock, if the
Corporation is able to reserve some but not all of
the required by and subject to such SOA.

2.  This agreement in no way limits the ability of
Option Holder to exercise any or all of his option
shares under his SOA which are currently or in the
future become covered by reserved numbers of shares
of Common Stock of the Corporation under the Plan
and under the SOA.

B.  In consideration for the agreement of Option
Holder hereunder, the Corporation agrees and
commits to Option Holder as follows:

1.  The Corporation will use its best efforts to
make available and to reserve sufficient numbers of
authorized but unissued shares of Common Stock of
the Corporation under the Plan to allow exercise of
all shares of Common Stock subject to outstanding
stock option agreements including the SOA with
Option Holder.  This includes, but is not limited
to, the approval by the shareholders of the
Corporation of any increase to the authorized
number of Common Stock equity of the Corporation as
well as the acquisition of treasury shares by the
Corporation which could otherwise be used for
reservation of Common Stock under the Plan and the
SOA.

2.  If the Corporation is unable to reserve
sufficient numbers of authorized but unissued
shares of Common Stock under the Plan for all
outstanding stock option agreements including the
SOA to the Option Holder, then the Corporation
commits to otherwise keep the Option Holder whole
in terms the intrinsic economic value of in-the-
money stock option shares subject to the limitation
on exercise contained in this Agreement as that
number may be reduced from time to time by
additional reserved shares being replaced thereby
making a portion of the option shares under the SOA
exercisable.

This Agreement shall be governed by and construed
in accordance with the laws of the State of
Colorado.

This Agreement supersedes any and all other
agreements, whether oral or in writing, between the
parties with respect to the subject matter.  Each
party to this Agreement acknowledges that no
representations, inducements, promises, or
agreements, orally or otherwise, have been made by
the other party, or anyone acting on behalf of any
party, that are not embodied in this Agreement, and
that no agreement, statement, or promise not
contained in this Agreement shall be valid or
binding.

IN WITNESS WHEREOF, the parties hereto have
executed this Agreement effective as of December 6,
2002.

Option Holder:

/S/ William F. Pass
William F. Pass

Corporation:

John W. Goth
John W. Goth, Director and Chairman of Compensation
Committee

EX-10.6

Exhibit 10.6

Conditional Agreement Not To Exercise Stock Options
Under Stock Option Agreement Dated January 20, 1999
Pursuant to Non-Qualified Stock Option and Stock
Grant Plan

This Agreement is made effective as of December 6,
2002 by and between U.S. Gold Corporation (the
"Corporation") and David C. Reid ("Option
Holder").

WHEREAS, Option Holder and Corporation entered into
that certain Stock Option Agreement dated January
20, 1999 (the "SOA") under Corporation's Non-
Qualified Stock Option and Stock Grant Plan (the
"Plan") covering an aggregate of 665,000 shares
of Common Stock of Corporation at an exercise price
of $0.16 per share and with expiration date
thereunder of January 21, 2004, and

WHEREAS, Corporation had previously reserved
sufficient numbers of shares of authorized but
unissued Common Stock of the Corporation under the
Plan to provide for the exercise of the shares of
Common Stock under the SOA as well as other
outstanding stock option agreements, and

WHEREAS, Corporation required funding critical to
its operations and for the near-term protection of
its assets and therefore negotiated for the sale
and has closed certain private transactions with
third parties (the "Purchasers") covering the
sale of Common Stock of the Corporation, and

WHEREAS, in order for the Corporation to have
sufficient numbers of authorized and unissued
shares of Common Stock not otherwise reserved for
use under the Plan to sell to such Purchasers, the
Option Holder agreed to temporarily and
conditionally forgo the right to exercise a portion
of the options to purchase Common Stock under his
SOA in consideration for the commitments and
representations of the Corporation contained
herein, in order that the Corporation could remove
those number of shares of Common Stock from the
classification of "reserved shares" under the
Plan and for the Corporation to then be able to
sell such number of shares of Common Stock to
Purchasers, all as subject to the terms of this
Agreement.

        NOW THEREFORE the Corporation and Option
Holder agree as follows:

A.  Option Holder commits and agrees to Corporation
as follows:

1.  Option Holder agrees not to exercise an
aggregate of 302,500 shares of Common Stock under
his SOA until and unless the Corporation reserves
sufficient number of shares of Common Stock from
its authorized but unissued numbers of shares of
Common Stock, in whole or in part, to allow such
exercise by Option Holder of the full number or any
lesser number of shares of Common Stock, if the
Corporation is able to reserve some but not all of
the required by and subject to such SOA.

2.  This agreement in no way limits the ability of
Option Holder to exercise any or all of his option
shares under his SOA which are currently or in the
future become covered by reserved numbers of shares
of Common Stock of the Corporation under the Plan
and under the SOA.

B.  In consideration for the agreement of Option
Holder hereunder, the Corporation agrees and
commits to Option Holder as follows:

1.  The Corporation will use its best efforts to
make available and to reserve sufficient numbers of
authorized but unissued shares of Common Stock of
the Corporation under the Plan to allow exercise of
all shares of Common Stock subject to outstanding
stock option agreements including the SOA with
Option Holder.  This includes, but is not limited
to, the approval by the shareholders of the
Corporation of any increase to the authorized
number of Common Stock equity of the Corporation as
well as the acquisition of treasury shares by the
Corporation which could otherwise be used for
reservation of Common Stock under the Plan and the
SOA.

2.  If the Corporation is unable to reserve
sufficient numbers of authorized but unissued
shares of Common Stock under the Plan for all
outstanding stock option agreements including the
SOA to the Option Holder, then the Corporation
commits to otherwise keep the Option Holder whole
in terms the intrinsic economic value of in-the-
money stock option shares subject to the limitation
on exercise contained in this Agreement as that
number may be reduced from time to time by
additional reserved shares being replaced thereby
making a portion of the option shares under the SOA
exercisable.

This Agreement shall be governed by and construed
in accordance with the laws of the State of
Colorado.

This Agreement supersedes any and all other
agreements, whether oral or in writing, between the
parties with respect to the subject matter.  Each
party to this Agreement acknowledges that no
representations, inducements, promises, or
agreements, orally or otherwise, have been made by
the other party, or anyone acting on behalf of any
party, that are not embodied in this Agreement, and
that no agreement, statement, or promise not
contained in this Agreement shall be valid or
binding.

IN WITNESS WHEREOF, the parties hereto have
executed this Agreement effective as of December 6,
2002.

Option Holder:

/S/ David C. Reid
David C. Reid

Corporation:

/S/ John W. Goth
John W. Goth, Director and Chairman of Compensation
Committee

EX-10.7

Exhibit 10.7

Conditional Agreement Not To Exercise Stock Options
Under Stock Option Agreement Dated January 20, 1999
Pursuant to Non-Qualified Stock Option and Stock
Grant Plan

This Agreement is made effective as of December 6,
2002 by and between U.S. Gold Corporation (the
"Corporation") and John W. Goth ("Option
Holder") a non-executive director of the
Corporation.

WHEREAS, Option Holder and Corporation entered into
that certain Stock Option Agreement dated January
20, 1999 (the "SOA") under Corporation's Non-
Qualified Stock Option and Stock Grant Plan (the
"Plan") covering an aggregate of 200,000 shares
of Common Stock of Corporation at an exercise price
of $0.16 per share and with expiration date
thereunder of January 21, 2004, and

WHEREAS, Corporation had previously reserved
sufficient numbers of shares of authorized but
unissued Common Stock of the Corporation under the
Plan to provide for the exercise of the shares of
Common Stock under the SOA as well as other
outstanding stock option agreements, and

WHEREAS, Corporation required funding critical to
its operations and for the near-term protection of
its assets and therefore negotiated for the sale
and has closed certain private transactions with
third parties (the "Purchasers") covering the
sale of Common Stock of the Corporation, and

WHEREAS, in order for the Corporation to have
sufficient numbers of authorized and unissued
shares of Common Stock not otherwise reserved for
use under the Plan to sell to such Purchasers, the
Option Holder agreed to temporarily and
conditionally forgo the right to exercise a portion
of the options to purchase Common Stock under his
SOA in consideration for the commitments and
representations of the Corporation contained
herein, in order that the Corporation could remove
those number of shares of Common Stock from the
classification of "reserved shares" under the
Plan and for the Corporation to then be able to
sell such number of shares of Common Stock to
Purchasers, all as subject to the terms of this
Agreement.

NOW THEREFORE the Corporation and Option Holder
agree as follows:

A.  Option Holder commits and agrees to Corporation
as follows:

1.  Option Holder agrees not to exercise an
aggregate of 92,000 shares of Common Stock under
his SOA until and unless the Corporation reserves
sufficient number of shares of Common Stock from
its authorized but unissued numbers of shares of
Common Stock, in whole or in part, to allow such
exercise by Option Holder of the full number or any
lesser number of shares of Common Stock, if the
Corporation is able to reserve some but not all of
the required by and subject to such SOA.

2.  This agreement in no way limits the ability of
Option Holder to exercise any or all of his option
shares under his SOA which are currently or in the
future become covered by reserved numbers of shares
of Common Stock of the Corporation under the Plan
and under the SOA.

B.  In consideration for the agreement of Option
Holder hereunder, the Corporation agrees and
commits to Option Holder as follows:

1.  The Corporation will use its best efforts to
make available and to reserve sufficient numbers of
authorized but unissued shares of Common Stock of
the Corporation under the Plan to allow exercise of
all shares of Common Stock subject to outstanding
stock option agreements including the SOA with
Option Holder.  This includes, but is not limited
to, the approval by the shareholders of the
Corporation of any increase to the authorized
number of Common Stock equity of the Corporation as
well as the acquisition of treasury shares by the
Corporation which could otherwise be used for
reservation of Common Stock under the Plan and the
SOA.

2.  If the Corporation is unable to reserve
sufficient numbers of authorized but unissued
shares of Common Stock under the Plan for all
outstanding stock option agreements including the
SOA to the Option Holder, then the Corporation
commits to otherwise keep the Option Holder whole
in terms the intrinsic economic value of in-the-
money stock option shares subject to the limitation
on exercise contained in this Agreement as that
number may be reduced from time to time by
additional reserved shares being replaced thereby
making a portion of the option shares under the SOA
exercisable.

This Agreement shall be governed by and construed
in accordance with the laws of the State of
Colorado.

This Agreement supersedes any and all other
agreements, whether oral or in writing, between the
parties with respect to the subject matter.  Each
party to this Agreement acknowledges that no
representations, inducements, promises, or
agreements, orally or otherwise, have been made by
the other party, or anyone acting on behalf of any
party, that are not embodied in this Agreement, and
that no agreement, statement, or promise not
contained in this Agreement shall be valid or
binding.

IN WITNESS WHEREOF, the parties hereto have
executed this Agreement effective as of December 6,
2002.

Option Holder:

/S/ John W. Goth
John W. Goth

Corporation:
/S/ William W. Reid
William W. Reid, President, Chief Executive Officer
and Chairman of the Board of Directors

EX-10.8

EXHIBIT 10.8

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), AND SUCH
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO UNITED STATES PERSONS UNLESS THE
SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

SUBSCRIPTION AGREEMENT
AND INVESTMENT AGREEMENT

Name of Investor: Resource Investment Trust PLC

Number of Shares Subscribed: 70,000

THIS SUBSCRIPTION AGREEMENT AND INVESTMENT
AGREEMENT ("Agreement") is between U.S. GOLD
CORPORATION, a Colorado corporation (the
"Company"), and Resource Investment Trust PLC (the
"Investor") named above who executes this Agreement
as an investor in the Company.

Section 1.  General.  This Agreement sets forth
the terms under which the Investor will invest in
the Company.  The Investor's execution of this
Agreement constitutes an irrevocable offer to
purchase the number of shares of common stock of
the Company, par value US$0.10 per share (the
"Shares"), at the price of US$0.40 per Share, as
set forth in this Agreement.  If the Investor's
subscription is accepted by the Company, the
Investor's execution of this Agreement will
constitute his agreement to be bound by all of the
terms and conditions of this Agreement.

By executing this Agreement, the Investor
acknowledges that the Investor understands that the
Company is relying upon the accuracy of the
Investor's representations and warranties contained
in this Agreement in order to comply with its
obligations under the applicable United States
federal and state securities laws.

Section 2.  Investor's Subscription.  The
Investor hereby subscribes and agrees to pay for
70,000 Shares of the Company and hereby tenders the
subscription amount of U.S. $28,000.00 to the
Company.

Section 3.  Company Charter and Bylaws.  The
Company has been organized under the laws of the
State of Colorado.  All the terms and conditions of
the Articles of Incorporation and Bylaws of the
Company shall be incorporated by reference in and
become part of this Agreement.

Section 4.  Representations and Warranties of
Investor.  The Investor hereby agrees, represents
and warrants to the Company as follows:

(i)  Investor (i) is not a U.S. Person (as
defined in Rule 902 of Regulation S ("Regulation
S") under the United States Securities Act of 1933
(the "1933 Act")), which definition includes, but
is not limited to, any natural person resident in
the United States, any corporation or partnership
incorporated or organized under the laws of the
United States, or any estate or trust of which any
executor, administrator or trustee is a U.S.
Person); (ii) is not purchasing any of the
Securities for the account or benefit of any U.S.
Person or for offering, resale or delivery for the
account or benefit of any U.S. Person or for the
account of any person in any jurisdiction other
than the jurisdiction set out in the name and
address of Investor below; and (iii) was not
offered any Securities in the United States and was
outside the United States at the time of execution
and delivery of this Subscription Agreement.

(ii)  Investor acknowledges that the Securities
have not been registered under the 1933 Act and the
Company has no obligation or present intention of
filing a registration statement under the 1933 Act
in respect of the Securities.  The Investor agrees
to resell the Securities only in accordance with
the provisions of Regulation S, pursuant to a
registration under the 1933 Act, or pursuant to an
available exemption from such registration, and
that hedging transactions involving the Securities
may not be conducted unless in compliance with the
1933 Act.  The Investor understands that any
certificate representing the Securities will bear a
legend setting forth the foregoing restrictions.
The Investor understands that the Securities are
restricted securities within the meaning of Rule
144 promulgated under the 1933 Act; that the
exemption from registration under Rule 144 will not
be available in any event for at least one year
from the date of purchase and payment of the
Securities by the Investor, and even then will not
be available unless (i) a public trading market
then exists for the Securities of the Company, (ii)
adequate information concerning the Company is then
available to the public, and (iii) other terms and
conditions of Rule 144 are complied with;  and that
any sale of the Securities may be made by the
Investor only in limited amounts in accordance with
such terms and conditions.

(iii)  No U.S. Person, either directly or
indirectly, has any beneficial interest in any of
the Securities acquired by Investor hereunder, nor
does Investor have any agreement or understanding
(written or oral) with any U.S. Person respecting:

(a) the transfer or any assignment of any rights or
interest in any of the Shares;

(b) the division of profits, losses, fees,
commissions or any financial stake in
connection with this subscription; or

(c) the voting of the Shares.

(iv) the Investor has the requisite knowledge
and experience in financial and business matters
for properly evaluating the risks of an investment
in the Company.

(v) the Investor has received all information
regarding the Company reasonably requested by the
Investor.

(vi) the Investor has evaluated the risks of
investing in the Company.

(vii) the Investor has been given the
opportunity to ask questions of, and to receive
answers from, the Company concerning the terms and
conditions of the offering and to obtain additional
information necessary to verify the accuracy of the
information contained in the information described
in subparagraph (v) above, or such other
information as the Investor desired in order to
evaluate an investment in the Company.

(viii) the residence of the Investor set forth
below is the true and correct residence of the
Investor; the Investor has no present intention of
becoming a resident or domiciliary of any other
state or jurisdiction.

(ix) in making a decision to invest in the
Company, the Investor has relied solely upon
independent investigations made by the Investor,
and the particular tax consequences arising from an
investment in the Company will depend upon the
Investor's individual circumstances.

(x) the Investor understands that an investment
in the Company involves certain risks of which the
Investor has taken full cognizance, and which risks
the Investor fully understands.

(xi) all of the representations and warranties
of the Investor contained in this Agreement and all
information furnished by the Investor to the
Company are true, correct and complete in all
respects.

The foregoing representations, warranties,
agreements, undertakings and acknowledgments are
made by the Investor with the intent that they be
relied upon in determining the Investor's
suitability as a purchaser of the Securities, and
the Investor agrees that those representations,
warranties, agreements, undertakings and
acknowledgments shall survive this Agreement.  In
addition, the Investor undertakes to notify the
Company immediately of any change in any
representation, warranty or other information
relating to the Investor set forth in this
Agreement.

The Investor further represents and warrants
that the Investor was not specifically formed to
acquire any of the Securities subscribed for in
this Agreement in violation of the provisions of
Regulation S.

Section 5.  Indemnification.  The Investor
shall indemnify and hold harmless the Company, any
affiliate of the Company, and the officers,
directors, employees and professional advisors of
any of the foregoing, from and against any and all
claims, losses, damages, liabilities or expenses,
including costs and reasonable attorneys' fees,
that any of the foregoing persons or entities may
incur by reason of, or in connection with, any
misrepresentations made by the Investor, any breach
of any of the Investor's representations and
warranties in this Agreement, or the Investor's
failure to fulfill any of the Investor's covenants
or agreements contained in this Agreement.

Section 6.  Miscellaneous.

(a) This Agreement shall be irrevocable.

(b) This Agreement may not be assigned by the
Investor, and any attempt by the Investor to assign
this Agreement shall make this Agreement voidable
at the option of the Company.  Subject to the
preceding sentence, this Agreement shall be binding
upon and inure to the benefit of the heirs,
executors, administrators, legal representatives,
successors and assigns of the Investor.

(c) All pronouns contained herein and any
variations thereof shall be deemed to refer to the
masculine, feminine or neuter, singular or plural,
as the identity of the parties hereto may require.

IN WITNESS WHEREOF, subject to acceptance by the
Company, the undersigned has completed this
Subscription Agreement to evidence its subscription
to Shares of U.S. GOLD CORPORATION as of this 6th
day of December 2002.

Amount of Commitment:
$ 28,000.00 (U.S.) for 70,000 Shares

INVESTOR:

Resource Investment Trust PLC
Name (Please Print)
/s/ David Hutchins
(Signature of Authorized Officer)
Ocean House, 10/12 Little Trinity Lane
London, England EC4V 2DH
Attention: David J. Hutchins

ACCEPTED FOR 70,000 Shares
this 6th day of December 2002

U.S. GOLD CORPORATION
/s/ William W. Reid
Title: President and Chief Executive Officer