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 As Amended January 16, 2003

This Amended Agreement is made effective as of
January 16, 2003 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, the Corporation and Option Holder entered
into an Agreement effective December 6, 2002 entitled
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, which this Amended Agreement replaces and
supercedes, 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 189,900 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 January 16, 2003.

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