Exhibit 10.30


 


DIAGNOS
SERVICES AGREEMENT


 


THIS DIAGNOS SERVICES AGREEMENT (this “Agreement”) is executed this 9 June 2008 with an
effective date of January 7, 2008 (the “Effective Date”)
by and:


 


BETWEEN:


 


DIAGNOS Inc., a
corporation duly incorporated under the federal laws of Canada and having its
principal place of business at 7005 Boulevard Taschereau, Suite 340,
Brossard, Quebec J4Z 1A7, Canada


 


(hereafter referred to as “Diagnos”)


 


AND:


 


US Gold Corporation, having its principal place of
business at 165 So. Union Blvd., Suite 565, Lakewood, CO, USA, 80228


 


(hereafter referred to as “USG”)


 


WHEREAS Diagnos is in the
business of providing certain data management, analysis, reporting and
information services to customers; and


 


WHEREAS USG desires to
use the services of Diagnos as set forth herein and in the statement of work
attached hereto (“Statement of Work”).


 


NOW THEREFORE, in
consideration of the terms and conditions expressed below, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.                                     Agreement.  In addition to this document, this
Agreement comprises the following documents, which are to be taken as mutually
explanatory of one another, all of which are incorporated into this Agreement
and made a part hereof:


 


Attachment 1 – Statement of Work,


Attachment 2 – Definitions, and


Attachment 3 – General Terms & Conditions.


 


2.                                     Definitions.  In addition to terms defined in this
document, unless the context otherwise requires capitalized terms have the
meanings set forth in Attachment 2 – Definitions.


 


3.                                     Services.  During the term of this Agreement,
Diagnos agrees to provide to USG the services (“Services”)
and deliver the information and Deliverables defined on the Statement of Work.


 


4.                                     Price.  USG will pay Diagnos as full and complete
compensation for performance by Diagnos of all the Services and delivery of the
Deliverables, the following compensation:


 


(a)                                 Lump
Sum Fee.  USG will pay Diagnos
$230,000, payable as follows:


 


(1)         $70,000 non-refundable
upon execution of this Agreement; and


(2)         $160,000 upon delivery by
Diagnos to USG of the final Deliverable described in Section 4 of the
Statement of Work.


 

















 


(b)                                Share
Grant.  USG will issue to Diagnos
100,000 Shares upon confirmation of each Economic Discovery, if any.


 


(c)                                 Payment
Upon Acquisition of New Properties.


 


(1)  NSR on  Claims.  USG will grant to Diagnos a 2% net smelter
return royalty (“NSR”), as defined in Attachment 2
hereof, on each new claim or concession area granted to USG by the Mexican
Ministry (Secretariat) of Mining within the Area of Interest but outside the
Property, if any, which property encompasses a target or targets identified by
Diagnos as part of the Services, provided, however, that if any such property
is already encumbered by a net smelter return royalty or other royalty, profits
interest, override royalty or like encumbrance, then USG shall not be obligated
to grant a 2% NSR to Diagnos and may elect to issue 500,000 Shares to Diagnos
in lieu of the 2% NSR.  The NSR is
further defined in Attachment 2.  Upon
the granting of each such concession, USG and Diagnos will agree in good faith
upon the property area and property description of the area subject to the NSR,
and USG will execute and deliver to Diagnos a Royalty Deed evidencing the 2%
NSR granted on the subject concession area.


 


(2)  Share Bonus on Other Properties.  If USG acquires an interest in property
within the Area of Interest but outside the Property by means other than a
direct grant to USG of a concession from the Government of Mexico, such as by
joint venture or corporate transaction such as an acquisition or a merger, and
such property encompasses a target or targets identified by Diagnos as part of
the Services, then USG will issue to Diagnos 500,000 Shares.


 


5.                                     Shares.  The obligation of USG provided under Section 4(b) hereof
is conditional upon the receipt by USG of all necessary regulatory and legal
approvals, and any required shareholder and director approval, which USG will
use its reasonable best efforts to obtain. 
Diagnos represents and warrants to USG that it is an accredited investor
as that term is defined in Regulation D under the U.S. Securities Act of 1933
(the “1933 Act”), it is acquiring
the Shares for its own account, for investment purposes only and not with a
view to the resale or other distribution thereof, in whole or in part, and
agrees that it will not transfer, sell, or otherwise dispose of the Shares in
any manner that will violate the 1933 Act, as amended, or the rules and
regulations of the Securities and Exchange Commission.  Diagnos is aware that the Shares have not
been registered under the 1933 Act and that they shall not be resold or
otherwise disposed of unless they are registered under the 1933 Act or an exemption
from registration is available and that, accordingly, it must bear the economic
risk of investment in the Shares for an indefinite period of time.


 


6.                                     USG’s
Partial Call Right on NSR.  USG
may elect at any time by written notice to Diagnos to purchase for cancellation
from Diagnos one half of each royalty granted pursuant to the Royalty Deed
granted under Section 4(c)(1) hereof, for the price of $1,000,000,
paid not later than thirty (30) days after receipt by Diagnos of the written
notice of the exercise of such right by USG. 
The applicable Royalty Deed shall be amended concurrent with such
payment to reduce the NSR from 2% to 1%.


 


7.                                     Term.  This Agreement shall commence on the
execution hereof, and shall continue in full force and effect for ten (10) years
unless terminated in accordance with this Agreement, except for the obligation
to grant shares according to Section 4(b) hereof and the obligation
to pay a NSR pursuant to Section 4(c) hereof, which will remain in
full force and effect indefinitely, provided, however, that this Agreement
shall terminate as to each property interest covered hereby upon the expiration
or termination of the concession granted by the Government of Mexico (whether
beneficial plant, exploitation or exploration).


 


8.                                     USG’s
Property Rights.  All material,
information, data, or records provided by USG to Diagnos shall be the sole and
exclusive property of USG.  Upon
termination of this Agreement for any reason and


 


2

















 


receipt
of written request from USG, Diagnos shall either destroy or return to USG all
copies of any material, information, data, or records of USG provided to
Diagnos by USG.


 


9.                                     Rights to Work Product/Deliverables.  Upon payment in full of the consideration
specified in Section 4(a) (1) and (2), USG shall own all right,
title, and interest in and to the work product and deliverables created by
Diagnos under this Agreement, which shall be works for hire and shall be owned
by USG.  To the extent that such work
product or deliverables cannot be considered works for hire, all right, title
and interest of Diagnos in and to the same (including copyrights) shall be
assigned by Diagnos to USG upon payment in full hereunder.  Notwithstanding anything that may be interpreted
to the contrary herein, Diagnos shall continue to own all right, title and
interest (including copyrights) in and to all Diagnos’ Intellectual Property
and to all work, materials, work product, deliverables or portions thereof,
that preexist the effective date of this Agreement and/or the applicable
Statement of Work and any derivatives, modifications, enhancements or
improvements thereto (“Preexisting Materials”). 
To the extent that any Preexisting Materials are incorporated into any
work product or deliverables, Diagnos hereby grants to USG a nonexclusive
license to use such Preexisting Materials solely as incorporated into the work
product or deliverables; provided that such license grant shall be effective
only upon payment in full of the lump sum fee.


 


This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.


 


 


	
  US GOLD CORPORATION

  	
   

  	
  DIAGNOS inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Perry Ing

  	
   

  	
  By:

  	
  /s/ Andre Larente

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Perry Ing

  	
   

  	
  Name:

  	
  Andre Larente

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
  Title:

  	
  Chairman & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  June 13, 2008

  	
   

  	
  Date:

  	
  June 13, 2008

  
											



 


3

















 


ATTACHMENT 1


To


DIAGNOS SERVICES AGREEMENT


 


STATEMENT OF WORK


 


1.                                      Diagnos
will run its Computer Aided Resource Detection System (“CARDS”)
application on the data provided by USG. 
Diagnos will also acquire the available geophysical data on the Area of
Interest from the Mexican government and run the CARDS application on that
data.


 


2.                                      CARDS
is a state of the art computer system that will identify areas with a high
statistical probability of containing a significant mineral deposit.  The backbone of CARDS is the MCubiX-KE
(Knowledge Extraction) data mining engine, developed by Diagnos in conjunction
with researchers at Lyon University in France. 
MCubiX-KE uses pattern recognition algorithms to learn the signatures of
positive and negative data points and create a model that can make predictions
on the positive or negative nature of new data points.  CARDS uses these powerful algorithms to
analyze digitally compiled historical exploration data and identify zones with
a high potential for the discovery of mineral deposits.  CARDS uses MCubiX-KE’s artificial
intelligence and pattern recognition algorithms to learn the “signatures” or “finger
prints” of high-potential resource areas and automatically detects similar
sites across less explored regions.  The
result is a powerful tool that allows exploration companies to concentrate time
and exploration budgets on high-potential areas.


 


3.                                      Process


 


i) Step 1 - Diagnos will run CARDS on the Area of
Interest resulting in a regional signature for two metals: gold and silver.


 


2) Step 2 - Diagnos will then run CARDS on the
Property resulting in a local signature on the Property for two metals: gold
and silver, using 3D modeling.


 


4.                                      Diagnos
will then deliver to USG high mineral potential maps and a detailed anomaly
reports, in MAPINFO or OASIS MONTAJ format, outlining the potential targets for
gold and silver mineralization and discoveries on Area of Interest and the
Property (the “Deliverable(s)”).  The final Deliverable is a map or layer that
indicates the regions where economical resources are likely to be found.  Diagnos will deliver the Deliverable not later
than thirty (30) days after USG delivers or causes to be delivered to Diagnos
the relevant 3D Gocad model from Mira Geoscience who is USG’s 3D modeling
services provider.


 


4

















 


ATTACHMENT 2


To


DIAGNOS SERVICES AGREEMENT


 


DEFINITIONS


 


“Area of Interest” means the Magistral District of Mexico
comprising approximately 1,600 square kilometers.


 


 “Affiliate”
means any entity that controls, is controlled by or is under common control
with a party hereto, with control meaning the ownership of more than fifty
percent (50%) of the equity, or the right to direct the management of such
entity, provided however, that USG and its subsidiaries shall not be considered
Affiliates of Diagnos and Diagnos and its subsidiaries shall not be considered
Affiliates of USG.


 


“Confidential Information” means, without limitation,
specifications, drawings, diagrams, information, data, materials, suppliers,
inventions, products, procedures, designs, research and development, business
plans, financial projections, organizations, employees or consultants or any
other similar aspects of or information related to the present or future
business of either party.


 


“Economic Discovery” means a discovery by USG of any mineral
or hydrocarbon on a location on the Property identified by Diagnos in its
performance of the Services, which location was not previously identified by
USG as a prospective exploration target, and the discovery is confirmed by USG’s
receipt of a Positive Feasibility Study on the discovery in compliance with the
Canadian Securities’ National Instrument 43-101 or an equivalent.


 


“Intellectual
Property” means all works protectable by copyright, trademark,
patent and trade secret laws or by any other statutory protection obtained or
obtainable, and any Confidential Information of a party that meets one of the
foregoing criteria, including without limitation, any literary works,
pictorial, graphic and sculptural works, architectural works, works of visual
art, and any other work that may be the subject matter of copyright protection;
advertising and marketing concepts; information; data; formulae; designs;
models; drawings; computer programs, including all documentation, related
listings, design specifications, and flowcharts, trade secrets, and any
inventions including all methods, processes, business or otherwise; machines,
manufactures and compositions of matter and any other invention that may be the
subject matter of patent protection; and all statutory protection obtained or
obtainable thereon.


 


“NSR” means a
royalty on net smelter return calculated as follows:


 


1.                                      When and after a dore or other form of
concentrate is shipped to a refinery and there has been a final settlement by
the refinery with respect to such delivery, the “Net Smelter
Return” shall mean: (i) with respect to gold, the value of gold
(stated in U.S. Dollars per ounce of gold) multiplied by the number of ounces
of gold produced, less Allowable Deductions, and (ii) with respect to all
other minerals, the value of such other minerals (stated in U.S. Dollars), less
Allowable Deductions.


 


The “value of gold” shall be the numerical average of
the closing prices of gold as reported on the COMEX (or, if the COMEX shall
cease reporting gold prices, then the London P.M. fix; or, if that should
cease to be reported, then as reported by another mutually agreed substitute
index) at the conclusion of each day of said month previous to which final
settlement occurred; such average price shall then be used to value all gold
products for which there was final settlement during such month.  The value of all other minerals contained in
such dore or other form of concentrate shall be the numerical average of the
closing prices of such minerals as reported on the London Metals Exchange at the
conclusion of each day of said month; such average price shall then be used to
value all such minerals (other than gold) during such month. In all other
cases, “Net Smelter Return” shall be as defined
in subparagraph 2 below.


 


5

















 


2.                                      Except as provided in subparagraph 1, “Net Smelter Return” means:


 


(i)                                    in the case of ores, minerals, or other
products which are sold in the crude state, the amount received by the operator
from the purchaser of the ores, minerals of other products, less Allowable
Deductions,


 


(ii)                                 in the case of ores, minerals, or other
products which are processed by or for the account of the operator to produce
concentrates or other saleable intermediate products to be smelted or otherwise
further processed by or for the account of the operator, an amount equal to the
market value of the concentrates or other saleable intermediate products f.o.b.
the plant producing the concentrates or other saleable intermediate products
(which amount shall be deemed to have been received by the operator), less
Allowable Deductions, and in all other cases, the amount received by the
operator from the purchaser of the ores, minerals, or other products, less
Allowable Deductions.


 


3.                                      “Allowable Deductions”
means, to the extent borne or to be borne by the operator:


 


(i)                                    charges for and taxes on transportation
of mineral product from the mine or plant producing the concentrates or other
saleable products to a smelter or other place of treatment, from the smelter or
other place of treatment to the refinery and from the refinery to the place of
sale,


 


(ii)                                 insurance and security costs and charges,


 


(iii)                              smelting and refining costs, treatment
charges and penalties, including without limitation metal losses and penalties
for impurities,


 


(iv)                             representation, assaying, and umpire
costs and fees, and marketing costs and commissions, and


 


(v)                                production, sales, severance, and other
taxes measured by production or the value of production, provided that where a
cost or expense otherwise constituting an Allowable Deduction is incurred by
the operator in a transaction with a person with whom it is not dealing at arm’s
length (as that term is defined in the Income Tax Act (Canada)), such cost or
expense may be deducted, but only as to the lesser of the actual cost incurred
by the operator or the fair market value thereof, calculated at the time of
such transaction and under all the circumstances thereof.


 


4.                                      Commingling. The operator may commingle ores subject
to the NSR with ores from other properties, either before or after
concentration or beneficiation, so long as all data necessary to determine the
weight and grade, both of the ores subject to the NSR and the ores with which
they are commingled, are obtained and preserved by the operator. The operator
shall then use that weight and grade data to allocate any value received
between the ores subject to the NSR and the other properties from which the
other commingled ores were removed. All such weight, grade and allocation calculations
shall be done in a miner like fashion.


 


5.                                      Payment.  NSR shall be
calculated for each calendar quarter in which NSR are realized, and payment
shall be made within thirty (30) days following the end of each such calendar
quarter.  Smelter settlement sheets, if
any, and a statement setting forth calculations in sufficient detail to show
the payment’s derivation (the “Statement”)
must be submitted with the payment.  All
payments on account of the NSR will be considered final and in full
satisfaction of all obligations of USG with respect thereto, unless Diagnos
delivers to USG a written notice (the “Objection Notice”)
describing and setting forth a specific objection to the calculation thereof
within ninety (90) days after receipt of the Statement by Diagnos.  If Diagnos objects to a particular Statement
as herein provided, Diagnos will, for a period of ninety (90) days after USG’s
receipt of such Objection Notice, have the right to have USG’s accounts and
records 


 


6

















 


relating to the
calculation of the payment in question audited by the auditors of Diagnos.  If such audit determines that there has been
a deficiency or an excess in the payment made to Diagnos, such deficiency or excess
will be resolved by adjusting the next quarterly payment due hereunder.  Diagnos will pay all the costs and expenses
of such audit unless a deficiency of five (5%) percent or more of the amount
due is determined to exist, in which case USG will pay such costs.  All books and records used and kept by USG to
calculate the NSR due hereunder will be kept in accordance with United States
generally accepted accounting principles.


 


6.                                      Hedging transactions. 
All profits and losses resulting from USG engaging in any commodity
futures trading, option trading, metals trading, gold loans or any combination
thereof, and any other hedging transactions with respect to any metals, ores,
concentrates, minerals, and mineral resources, including materials deriving
from the foregoing, (collectively, “Hedging Transactions”)
are specifically excluded from calculations of the payments on account of the
NSR (it being the intent of the parties that USG will have the unrestricted
right to market and sell products to third parties in any manner it chooses and
that Diagnos will not have any right to participate in such marketing
activities or share in any profits or losses therefrom).  All Hedging Transactions by USG and all
profits or losses associated therewith, if any, will be solely for USG’s
account.


 


“Positive Feasibility Study”
means a detailed report recommending the development of a mine, or the drilling
of production wells in the case of liquid or gaseous hydrocarbons, within the
Property, for being economically viable and profitable to exploit the relevant
deposit or deposits according to the parameters established in such study,
contemplating the maximum prospective development and operation as is
reasonable and economically viable according to the data available at the time
such study is prepared. The study shall be of the quality and content that is
generally required to produce a bankable feasibility study for lending
institutions in the United States or Canada, with the purpose of determining
the convenience of providing funding for the project, and at least include the
following information:


 


1.                                      An estimate of recoverable reserves and
an estimate of its composition and content, and the proposed procedure for the
development and production of the mine;


 


2.                                      Test results of the minerals that may be
treated or hydrocarbons that may be processed;


 


3.                                      Characteristics and area where the
proposed facilities will be located, which facilities may include treatment
facilities, if the size and location of the resource renders such treatment
facility feasible; in which case, the report shall include a preliminary design
of said treatment facility;


 


4.                                      Total costs, including the budget of
capital costs reasonably required to acquire, build and install the structures,
machinery and equipment required for the proposed facility, including an
estimated timing of such requirements;


 


5.                                      All environmental impact studies and cost
thereof;


 


6.                                      Proposed period in which commercial
production of the mine will start;


 


7.                                      Other data and information that is
reasonably necessary to support the existence of a deposit of sufficient grade
and size to justify the development of the resource, taking into account all
business considerations, taxes and other economic considerations; and


 


8.                                      Working capital requirements for the
first four months of operation, or for a longer period that is reasonably
justified by the circumstances.


 


“Property” means
the Magistral Mine property owned by USG located in the Area of Interest and
comprising approximately 30 square kilometers.


 


“Shares” means the fully paid, non-assessable common stock of
USG.


 


7

















 


ATTACHMENT 3


To


DIAGNOS SERVICES AGREEMENT


 


GENERAL TERMS &
CONDITIONS


 


1.0 
SUBCONTRACTORS.  Diagnos
shall not subcontract all or any part of the Services without the express prior
written consent of USG.


 


2.0  INSURANCE.  Diagnos
shall be solely responsible for all insurance that may be required by law for
or related to the Services, including but not limited to motor vehicle
liability insurance for owned and non-owned vehicle, insurance covering loss or
damage to Diagnos’ property owned and hired, health and injury insurance and
workman’s compensation or employment insurance of any kind or nature.


 


3.0  CONFIDENTIALITY


 


3.1   USG and Diagnos
Responsibilities.  All
Confidential Information shall be deemed confidential and proprietary to the
party disclosing such information. Each party may use the Confidential
Information of the other party during the Term only as permitted or required
for the receiving party’s performance hereunder and for no other purpose. The
receiving party shall not disclose or provide any Confidential Information to
any third party and shall take reasonable measures (including, without
limitation, the use of nondisclosure agreements consistent with and not less
restrictive than this Article 3.0) to prevent any unauthorized disclosure
by its employees, agents, contractors or consultants. The foregoing duty shall
survive any termination or expiration of this Agreement for a period of ten (10) years
from the effective date of such termination or expiration. Notwithstanding the
foregoing, with respect to any USG Confidential Information related to the
Property or the Area of Interest, the foregoing duty shall be perpetual.


 


3.2   Exceptions.  Notwithstanding Section 3.1, the
following information shall not be deemed Confidential Information for purposes
of this Article 3:


 


a.               information
required to be disclosed in public under a subpoena, request for documents, or
other validly issued judicial or administrative process, provided that the
party so required promptly notifies the other party of the receipt of process
and permits the other party a reasonable opportunity to respond to such process
(and, if the other party secures a protective order, such information shall
remain Confidential Information to the extent therein specified);


 


b.              information
that is or becomes generally available to the public other than as a result of
any unauthorized disclosure by the receiving party;


 


c.               information
available to the receiving party from a third party who received such
information on a non-confidential basis and without obligation to the
disclosing party;


 


d.              information
already known to the receiving party prior to its disclosure by the other
party;


 


e.               information
independently developed by the receiving party without any use of or reliance
on the disclosing party’s Confidential Information; or


 


f.                 information
that the parties mutually agree in writing can be disclosed publicly.


 


8

















 


4.0    WARRANTIES AND
COVENANTS


 


4.1   USG Warrants to
Diagnos.  USG hereby
warrants to Diagnos that: (a) the execution and delivery of this Agreement
by USG has been duly authorized; and (b) this Agreement constitutes a
valid and binding agreement.


 


4.2   Diagnos Warrants
to USG.  Diagnos hereby warrants to USG that: (a) the
execution and delivery of this Agreement by Diagnos has been duly authorized
and performance by Diagnos hereunder shall not result in the breach of any
material term or provision of any charter, bylaw or agreement to which Diagnos
is a party or by which it is bound; (b) this Agreement constitutes a valid
and binding agreement; (c) all Services rendered hereunder shall be
performed in a professional, workmanlike manner in accordance with the
applicable Statement of Work; (d) it owns or possesses the necessary
rights, title, licenses and Intellectual Property rights necessary to perform
its obligations hereunder, and the performance of the Services shall not infringe
the intellectual property rights (including, without limitation, any patents,
copyrights, trademarks or trade secrets) of any third party.


 


4.3   CARDS Services Warranty. At all times, DIAGNOS’ liability for
failure of the Services shall be limited to a second time reprocess of client
data using CARDS software application. DIAGNOS makes no express or implied
warranties whatsoever regarding the capabilities of the CARDS software
application in respect of finding for the distributor or its clients any minerals,
oil, gas or any other substance whatsoever, the output value or quality of any
mineral discovery, the accuracy of any prediction or output results,
merchantability, or fitness for a particular purpose.  DIAGNOS shall not be responsible for
consequential damage or expenses by any client of DIAGNOS services or
consequential loss in value or delays suffered by clients actions based on a
DIAGNOS delivered report or predictions data or map, incidental or punitive
damages, including, but not limited to, loss of profits or damages to business
or business relations.  This warranty is
in lieu of all other warranties.


 


5.0 
INDEMNIFICATION.


 


5.1    Diagnos Indemnities to USG. Diagnos shall indemnify, hold harmless
and defend USG and its Affiliates and their respective directors, officers,
agents and employees from and against any loss, costs (including reasonable
attorney’s fees) damages, injury, liability, claims, demands, or causes of
action arising out of or resulting from the Services for: (a) any material
and uncured breach of Diagnos’ warranties in Section 4.2; (b) any
claim against USG which alleges that any Diagnos’ Intellectual Property
infringes upon, misappropriates or violates any patents, copyrights, trademarks
or trade secret rights or other proprietary or Intellectual Property rights of
persons, firms or entities who are not parties to this Agreement (collectively,
“Third Party Right”); (c) any act
or omission of Diagnos as an employer; or (d) any debt or other duty of
any kind or amount owed to a Diagnos subcontractor, except and to the extent
such loss, cost, damage, injury, liability, claim, demand or action is due to
USG’s gross negligence or misconduct.


 


If the use of any Service delivered or provided by
Diagnos hereunder is found to infringe or misappropriate a Third Party Right,
Diagnos shall, at its own option and expense, replace the infringing or
misappropriated materials or Services with a substitute free of the
infringement or misappropriation, or shall procure for USG’s benefit a license or
other right to use the same; or shall remove the enjoined materials or Services
and reimburse USG for all amounts paid or expenses incurred with respect
thereto.


 


5.2   USG Indemnities to Diagnos. USG shall indemnity and save harmless
Diagnos in respect of all costs, claims, liabilities and expenses arising out
of the activities of USG or any debt or other duty of any kind or amount owed
to a USG subcontractor, except and to the extent such loss, cost, damage,
injury, liability, claim, demand or action is due to Diagnos’ gross negligence
or misconduct.


 


9

















 


6.0  TERMINATION


 


6.1   Termination for Cause.  If there is a material breach of any term or
condition of this Agreement, the non-breaching party shall give written notice
thereof to the breaching party.  If the
breaching party does not, within thirty (30) calendar days after receiving such
written notice, either (a) cure the material failure or (b) if the
breach is not one that can reasonably be cured within thirty (30) days, develop
a mutually agreed to plan to cure the failure and diligently proceed according
to the plan until the material failure has been cured, then the non-breaching
party may terminate the Agreement for cause by written notice to the breaching
party.


 


6.2   Termination
through Insolvency.  Either party may immediately terminate this
Agreement upon written notice in the event that: (a) the other party
becomes insolvent, enters into receivership, is the subject of a voluntary or
involuntary bankruptcy proceeding, or makes an assignment for the benefit of
creditors; or (b) a substantial part of the other party’s property is or
becomes subject to any levy, seizure, assignment or sale for or by any creditor
or governmental agency.


 


6.3   Survival. 
Any provision of this Agreement which contemplates performance or
observance after any termination or expiration of this Agreement (in whole or
in part) shall survive any termination or expiration of this Agreement and
continue in full force and effect until performed in full.


 


7.0  LAW AND
DISPUTES


 


7.1   Governing Law. 
The laws of the State of Colorado (without giving effect to its
conflicts of law principles) govern all matters arising out of or relating to
this Agreement, including, without limitation, its validity, interpretation,
construction, performance, and enforcement. 
Any party bringing a legal action or proceeding against any other party
arising out of or relating to this Agreement may bring the legal action or
proceeding in the courts sitting in Denver, Colorado.  Each party waives, to the fullest extent
permitted by law, (a) any objection which it may now or later have to the
laying of venue of any legal action or proceeding arising out of or relating to
this Agreement brought in any sitting court in Denver, Colorado; and (b) any
claim that any action or proceeding brought in any such court has been brought
in an inconvenient forum.


 


7.2   Fair Play.  In entering into this Agreement the parties agree that
it is impracticable to make provisions for every contingency that may arise
during the term of this Agreement and it is their mutual intention that this
Agreement shall operate between them with fairness and without prejudice to the
interest of the other, and that if in the course of the performance of this
Agreement unfairness or prejudice or obvious hardship to any party is expected
or disclosed then the parties will use all reasonable endeavors to agree upon
such action as may be necessary to remove or modify such unfairness or prejudice.


 


7.3   Disputes.  The parties shall endeavor to resolve any
dispute, whether arising during the Term or at any time thereafter which
involves the validity, construction, meaning, performance, termination,
expiration or effect of this Agreement, or the rights or liabilities of the
parties, promptly and in an amicable and professional manner by negotiations
between the parties.


 


7.4   Arbitration.  In
the case where disagreements and disputes cannot be resolved by negotiations,
they shall be resolved by binding arbitration in Denver, Colorado in English in
accordance with the UNICTRAL Arbitration Rules (the “Rules”)
in effect at the time of this Contract. 
For disputes involving amounts of US$2 million dollars or less, the
parties shall attempt, by mutual agreement, to nominate a sole arbitrator
within 30 days from the date of the initiating party’s written notice to the
other party. If the parties cannot agree upon a sole arbitrator within such 30
day period, or in the case of disputes involving amounts of more than US$2
million dollars, the arbitration shall be carried out by a panel of three
arbitrators with one arbitrator being selected by the initiating party, one
arbitrator being selected by the responding party and the third arbitrator
being selected by mutual agreement of such two arbitrators.  The arbitration tribunal shall apply the
substantive law of Ontario, in interpreting this Agreement and the 


 


10

















 


rights and obligations of
the parties.  Notwithstanding the
foregoing, the arbitrator or arbitrators, as the case may be, shall be lawyers
with at least ten year’s experience with international mining and exploration
agreements, trained in the common law tradition.  Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction.


 


8.0  LIMITATIONS


 


8.1   Correcting Defects. 
In the event that any Services furnished by Diagnos are incomplete or
materially deficient, or in the event Diagnos temporarily fails to provide the
Services (collectively a “Defect”),
Diagnos may either correct the Defect, without charge to USG, or effect an
equitable reduction of the price paid or payable for the Services to which such
Defect relates, provided that Diagnos has received written notice of the Defect
from USG within 30 days from the date on which USG became aware of, or should
have become aware of, such Defect.


 


8.2   Disclaimer.  Diagnos makes no express or implied warranties
whatsoever regarding the capabilities of the CARDS software application in
respect of finding any Minerals, oil, gas or any other substance whatsoever,
the output value or quality of any Mineral discovery, the accuracy of any
prediction or output results, merchantability, or fitness for a particular
purpose.  This warranty is in lieu of all
other warranties.


 


8.3   Limitation. IN NO EVENT SHALL EITHER PARTY OR ITS
AGENTS, SUPPLIERS, DIRECTORS, EMPLOYEES OR SUBCONTRACTORS BE LIABLE TO THE
OTHER PARTY OR ITS AGENTS, SUPPLIERS, DIRECTORS, EMPLOYEES OR SUBCONTRACTORS
FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF
OR IN RELATION TO THIS AGREEMENT, OTHER THAN AS MAY BE INDEMNIFIED AGAINST
BY THE INDEMNITY PROVISIONS HEREOF, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.


 


9.0  GENERAL


 


9.1   Independent
Contractors.  The parties are independent contractors and
not partners or joint venturers.   Under
no circumstances will the employees of one party be deemed the employees of the
other for any purpose.  This Agreement
does not grant authority for either party to act for the other in an agency or
other capacity, or to make commitments of any kind for the account of or on the
behalf of the other.


 


9.2   Assignment. 
Neither party may assign its rights or delegate its obligations under
this Agreement without the prior written consent of the other party.  Any attempt to assign or delegate in
violation of the preceding sentence shall be void.  Notwithstanding the foregoing, either party
may assign this Agreement and its rights and obligations hereunder: (a) in
connection with the transfer or sale of all or substantially all of its assets;
(b) to a wholly owned subsidiary; or (c) in the event of its merger
or consolidation with another company at any time during the term of this
Agreement. This Agreement be binding upon the parties’ respective successors
and permitted assigns.


 


9.3   Integration;
Amendment. This
Agreement constitutes the entire agreement between the parties, and supersedes
all other prior or contemporaneous communications between the parties (whether
written or oral) relating to the subject matter of this Agreement.  This Agreement may be modified or amended
solely in a writing signed by both parties executed by an authorized officer
thereof.


 


9.4   Severability.  The provisions of this Agreement shall be
deemed severable, and the unenforceability of any one or more provisions shall
not affect the enforceability of any other provisions.  In addition, if any provision of this
Agreement, for any reason, is declared to be unenforceable, the parties shall
substitute an enforceable provision that, to the maximum extent possible in
accordance with applicable law, preserves the original intentions and economic
positions of the parties.


 


11

















 


9.5   Notice.  Any notice, direction or other instrument
required or permitted to be given under this Agreement shall be in writing and
may be given the delivery of the same or by sending the same by
telecommunication, facsimile or other form of communication, in each case
addressed as follows:


 


(a)                                 if
to Diagnos at:


 


DIAGNOS Inc.


7005, boulevard
Taschereau


Bureau 340


Brossard,
Quebec  J45Z 1A7 CANADA


 


Attention: André
Larente


Facsimile No: (450)
678-8119


 


(b)                                if to USG at :


 


US Gold Corporation


99 George St.


3rd Floor


Toronto ON CANADA
M5A 2N4


 


Attention :
Perry Ing


Facsimile No : (647)
258-0408


 


9.6   Manner
of Payment.  All
references to monies hereunder shall be in lawful currency of Canada. All
payments to be made to any party hereunder may be made by cheque or draft
mailed or delivered to such party at its address for notice purposes as
provided herein, or deposited for the account of such party at such bank or
banks as such party may designate from time to time by written notice. Said
bank or banks shall be deemed the agent of the designation party for the
purpose of receiving, collecting and receipting such payment.


 


12