Exhibit 10.40

Letter Agreement between Company and IBK Capital
Corp. dated November 1, 2002 regarding non-exclusive
assistance of IBK to seek corporate transaction for the
Company.


IBK Capital Corp.
The Exchange Tower
130 King Street West, Suite 1180
Toronto, Ontario, Canada M5X 1E4

November 1, 2002

Mr. William E. Reid, President
U.S. Gold Corporation
Suite 100, 2201 Kipling Street
Lakewood, Colorado 80215-1545

Dear Bill:

In accordance with our recent discussions, IBK Capital
Corp. (IBK Capital) will assist U.S. Gold Corporation
(U.S. Gold or the Company), on a non-exclusive basis,
in seeking to arrange and negotiate, on terms and
conditions acceptable to the Company, a business
arrangement (Business Arrangement) with a suitable
party (MergeCo).  As used herein, Business
Arrangement will mean (i) the acquisition, directly or
indirectly, by MergeCo of nay or all of the shares of U.S.
gold by way of tender offer, exchange offer, negotiated
purchase or open market purchases; and/or (ii) any
merger, consolidation, reorganization, or other business
arrangement to which the business of U.S. Gold is
combined with that of MergeCo.  The list of potential
MergeCos must be approved by U.S. Gold in advance in
writing prior to any contact made by IBK Capital.

1. Commission

The Company agrees to pay IBK Capital on the closing
date thereon, a commission equal to 3% of the total
amount of the Business Arrangement.  At the option of
IBK Capital, the commission can be paid in cash or in
shares of U.S. Gold, or a combination thereof.  The total
amount of the Business Arrangement is equal to the
implied value of the Company under the Business
Arrangement at the time the Business Arrangement is
announced.

The Company also agrees to pay IBK Capital for any
reasonable out-of-pocket expense, to be approved in
writing, incurred in connection with its activities
hereunder.  Any travel-related expenses are to be
approved in writing by the Company in advance.

2. Term

The appointment of IBK capital pursuant to this
agreement will be effective from the date first written
above and will continue for twelve months.  This
agreement may, however, be terminated by the Company
or IBK Capital upon notice in writing or otherwise to the
other party.  It is understood that in the event of the
termination or expiry of this agreement, IBK Capital
retains the right to be paid any out-of-pocket expenses
incurred by it and due to it pursuant to section 1 above,
on or before the date of such termination or expiry.

3. Information

The Company will furnish to IBK Capital the most up to
date information concerning the Company and its assets
as is available.  All such information (the Information)
will be kept confidential by IBK Capital, except such of the
information as has been made public by the Company.
All approved IBK Capital contacts must sign a
confidentiality agreement prior to IBK Capital providing
the contact with any non-public information pertaining to
U.S. Gold.

4. Indemnification

The Company agrees to notify IBK Capital promptly of an
assertions against it or any other person of any claim or
the commencement of any action or proceedings related
to any transaction contemplated by this agreement.

The Company agrees to indemnify and hold harmless IBK
Capital, its directors, employees, agents and controlling
persons (each being an Indemnified Party) from and
against any and all losses, claims, damages, liabilities
and expenses, joint or several to which such Indemnified
Party may become subject under any applicable
Canadian Federal or Provincial law which are caused by
or arise out of (i) any untrue statement or alleged untrue
statement of a material fact contained in the Information
or the omission or the alleged omission to state therein a
material fact necessary in order to make the statements
therein not misleading in light of the circumstances under
which they were made, or (ii) any transaction
contemplated under this agreement or IBK Capital's
providing the services to the Company pursuant to this
agreement.  However, such indemnity will not apply under
this clause to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court
to have resulted primarily from the gross negligence or
bad faith of IBK Capital in rendering the services to the
Company pursuant to this agreement.

In the event IBK Capital appears as a witness in any
action brought against the Company in which an
Indemnified Party is not named as a defendant, the
Company agrees to reimburse IBK Capital for all
reasonable expenses incurred by it in connection with so
appearing and to compensate IBK Capital in an amount to
be mutually agreed upon.

5.  Jurisdiction

The terms of this agreement shall be interpreted by and
construed in accordance with and governed by the laws
of the Province of Ontario.

If the foregoing terms correctly set forth the terms of this
agreement between the Company and IBK capital, please
confirm this by signing and returning to IBK Capital the
duplicate copy of this letter.

Yours very truly,
IBK Capital Corp.
By /s/ William F. White
President

Accepted as of the date first written above:

U.S. Gold Corporation
By /s/ William W. Reid
President