Exhibit 10.42

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 and Restated March 17, 2003

This Amended and Restated Agreement is made
effective as of March 17, 2003 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.

WHEREAS, the Corporation and Option Holder entered
into Agreement effective December 6, 2002 which
agreement was amended to increase the number of
shares covered thereunder effective January 16,
2003, 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 (the
"Amended Agreement"), and

WHEREAS, the Amended Agreement included the
obligation of the Corporation under Section B.2.
providing that 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," which obligations of the Corporation
the Corporation and the Option Holder wish to
retroactively remove from both the December 6, 2002
agreement and the January 20, 2003 Amended
Agreement,

NOW THEREFORE the Corporation and Option Holder
agree and reaffirm as follows:

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

1.  Option Holder agrees not to exercise an
aggregate of 278,600 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.

3.  In consideration for the agreement of Option
Holder hereunder, the Corporation agrees and
commits to Option Holder that 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.

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 March 17,
2003.

Option Holder:

/s/ William F. Pass
William F. Pass

Corporation:

/s/John W. Goth
 John W. Goth, Director and Member of Compensation
Committee