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Exhibit 10.34





February 1, 2010

Robert Casaceli Reno, Nevada

Dear Mr. Casaceli:

Re: Grant of Nonqualified Stock Options

We are pleased to advise you that on
February 1, 2010, the board of directors (the Board) of Xtra-Gold
Resources Corp. (Xtra-Gold) authorized the award to you (sometimes
hereinafter referred to as the Optionee) of an option to purchase
108,000 shares of our common stock at a par value $.001 per share (the
Options), upon the following terms and conditions:

1. The Options are granted to you in
accordance with and subject to the terms and conditions of Xtra-Golds 2005
Equity Compensation Plan (the Planor the Option Plan).

2. The Options are granted to you, as
a consultant of Xtra-Gold, pursuant to a consulting agreement entered into
between you and Xtra-Gold dated February 1, 2010 (the Casaceli
Agreement).

3. The Options are nonqualified stock
options.

4. The Options have a three (3) year
term (the Option Period) and are exercisable, on a pro rata basis as
set forth in paragraph 8 hereunder, commencing on March 1, 2010, in accordance
with the vesting schedule set out hereunder and shall terminate at 5:00 p.m.
(Eastern Standard Time) on February 1, 2013 (the Expiry Date).

5. The price at which the Options may
be exercised is $1.00 per share.

6. The Options are transferable to a
nominee as may be designated by you from time to time and may be exercised, in
whole or in part, during the exercise period, as set forth herein or otherwise
in accordance with the terms and conditions of the Plan.



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|Mr. Robert Casaceli | - 2 - | February 1, 2010
|------------------- | ----- | ----------------

7. The exercise price and number of
underlying shares issuable upon exercise of the Options (the Option
Shares) are subject to adjustment in accordance with the Plan in the event
of stock splits, dividends, reorganizations and similar corporate events.

8. The Options are to vest pro rata
over the Option Period on a monthly basis in accordance with the following
schedule:

| | Pro Rata Portion of the Options | Vesting Period                                                                                                            
| | ------------------------------- | --------------------------------------------------------------------------------------------------------------------------
| |                                 |                                                                                                                           
| | 3,000                           | on the 1st day of each month of the Option
      Period following the date of grant from March 1, 2010 to February 1, 2013

|9. | (a) Any portion of the Options that have vested and have
      not been exercised in a particular month shall accrue to the benefit of
      the Optionee (the Accrued Options) and in connection therewith,
      you shall have the right to exercise the Accrued Options for a period of
      time as may be set out in the Option Plan referred to in subparagraph 9(h)
      hereunder or in accordance with securities laws governing Xtra-Gold, but
      in no event shall the Accrued Options be exercised later than the earlier
      of (i) the Expiry Date; and (ii) the exercise date contemplated in
      subparagraphs 9(b), (c), (d) and (e) hereunder.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (b) In the event of termination by you of the Casaceli
      Agreement, all Accrued Options granted pursuant to paragraph 2 must be
      exercised within 30 days from the date of such termination, failing which
      the Accrued Options will be cancelled.                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (c) In the event of your death during the Option Period,
      all Accrued Options must be exercised by your estate within one year from
      the date of your death, failing which the Accrued Options will be
      cancelled.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (d) In the event that you are terminated by Xtra-Gold,
      without cause, then in such event Xtra-Gold agrees that you may retain
      100% of the Accrued Options and 100% of the unvested Options (the
      Unvested Options); provided, however that the Options referred to
      in this subparagraph must be exercised no later than 30 days following
      such termination, failing which such Options will be cancelled.                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (e) In the event that you are terminated by Xtra-Gold, with
      cause, then in such event Xtra-Gold agrees that you may retain 100% of the
      Accrued Options; provided, however that the Accrued Options must be
      exercised no later than 30 days following such termination, failing which
      such Accrued Options will be cancelled. All Unvested Options will be cancelled
      immediately upon your termination, with cause.                                                                                                                                                                                                                            

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|Mr. Robert Casaceli | - 3 - | February 1, 2010
|------------------- | ----- | ----------------

| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) | The share certificate or certificates issued as a result of the
      exercise of Options from time to time shall bear a restrictive legend with
      respect to the resale of the shares issued in connection therewith. The
      applicable hold period shall be six months from the date of issuance of
      the Option Shares and may only be resold in accordance with Rule 144.
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (g) | Xtra-Gold implemented and adopted a 2005 equity compensation plan (the
      Option Plan) which implementation and adoption was been approved
      in writing by the Board in June 2005. Xtra-Gold was not required nor did
      it obtain shareholder approval of the Option Plan.                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                         
| | (h) | The Options shall at all times be subject to the terms of this Option
      Agreement and the Option Plan.                                                                                                                                                                                                                                                                              

10. There is no assurance that there
will be a public market into which you can sell the Option Shares or that you
will be able to sell your Option Shares at a profit or at all.

11. In order to exercise the vested
Options, you must provide us with written notice that you are exercising all or
a portion of such Options. The written notice must specify the number of Option
Shares that you are exercising your Options for, and must be accompanied by the
exercise price described in paragraph 5 above. Your Option Shares will be issued
to you within approximately one week following our receipt of your exercise
notice and cleared funds evidencing payment in full of the exercise price.

12. No rights or privileges of a
stockholder of Xtra-Gold are conferred by reason of the grant of the Options to
you. You will have no rights of a stockholder until you have delivered your
exercise notice to us and we have received the exercise price of the Options in
cleared funds and Xtra-Gold has delivered a share certificate or certificates to
you evidencing the shares arising out of such exercise.

13. You understand that the Plan
contains important information about your Options and your rights with respect
to the Options. The Plan includes (a) terms relating to your right to exercise
the Options; (b) important restrictions on your ability to transfer the Options
or Option Shares; and (c) early termination of the Options following the
occurrence of certain events, including the termination of your relationship
with us. By signing below, you acknowledge your receipt of a copy of the Plan.
By acceptance of your Options by way of execution of this Agreement, you agree
to abide by the terms and conditions of this Agreement and the Plan.

14. As a smaller reporting company,
Xtra-Gold is subject to many of the risks and uncertainties associated with such
a company. We may never operate profitably. The exercise of your Options is a speculative investment and there is no
assurance that you will realize a profit on the exercise of your Options.

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|Mr. Robert Casaceli | - 4 - | February 1, 2010
|------------------- | ----- | ----------------

15. The Options will become effective
upon your acknowledgment and agreement of the terms and conditions of this
Agreement and your delivery to us of a signed counterpart of this Agreement.

16. This Agreement and Plan contain
all of the terms and conditions of your Options and supercedes all prior
agreements or understandings relating to your Options. This Agreement shall be
governed by the laws of the State of Nevada without regard to the conflicts of
laws and provisions thereof. This Agreement may not be amended orally.

We appreciate your continued support
and contributions and are hopeful that your Options will provide financial
benefits to you in the future.

Yours very truly,

XTRA-GOLD RESOURCES CORP.

James Longshore President

AGREED TO AND ACCEPTED this 1st day of February, 2010.

Robert Casaceli

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