Exhibit 10.2


AMENDING
AGREEMENT TO AGENCY AGREEMENT

DATED AS OF FEBRUARY 22, 2006


AMONG


U.S.
GOLD CORPORATION


AND


GMP
SECURITIES L.P.


AND


GRIFFITHS
MCBURNEY CORP.


Reference is made to the
agency agreement dated February 22, 2006 among U.S. Gold Corporation (the
“Company”), GMP Securities L.P. (“GMP”) and Griffiths McBurney Corp. (GMP and
Griffiths McBurney Corp together being the “Agents”)(the “Agency Agreement”)
pursuant to which the Agents agreed to act as the exclusive agent of the
Company to offer and sell up to 16,700,000 subscription receipts of the Company
(“Subscription Receipts”) on the Company’s behalf, on a best efforts agency
basis, at a price of U.S. $4.50 per Subscription Receipt (the “Offering”).


WHEREAS,
pursuant to the terms of a Subscription Receipt Indenture among the Company,
GMP and Equity Transfer Services Inc. (now Equity Transfer and Trust Company)
dated February 22, 2006 (the “Indenture”) each Subscription Receipt is
convertible, subject to adjustments and penalties, without payment of any
additional consideration into one unit (“Unit”) consisting of one share of the
Company’s common stock and one-half of one common stock purchase warrant
(“Warrant”) upon the satisfaction of certain conditions (the “Release
Conditions”);


AND WHEREAS, pursuant to the terms of
the Indenture, the holders of Subscription Receipts have the power to amend the
terms of the Subscription Receipts Indenture by extraordinary resolution;


AND
WHEREAS the holders
of Subscription Receipts have adopted an extraordinary resolution by an
instrument in writing to amend the definition of Release Conditions set out in
the Indenture;


AND
WHEREAS the parties hereto wish to amend the Agency Agreement to reflect the
amendment to the definition of Release Conditions set out in the Indenture


NOW THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, the parties have entered into this amending
agreement to the Agency Agreement (the “Agreement”) and agree as follows:


ARTICLE
1 – INTERPRETATION


1.1           Capitalized
terms used herein and not otherwise defined shall have the meaning specified in
the Agency Agreement.









 



 


ARTICLE
II – AMENDMENTS TO AGENCY AGREEMENT


2.1           The
Agency Agreement is hereby amended by replacing the definition of “Release Conditions”
in the Definitions section of the
Agency Agreement with the following:


“Release Conditions”
means the conditions to be satisfied prior to automatic conversion of the
Subscription Receipts, which shall be satisfied upon the latest to occur of the
following: (i) the third Business Day after the date on which a Final Receipt
has been issued; (ii) the completion and filing via SEDAR of a current
technical report regarding the Tonkin Springs gold project that complies with
National Instrument 43-101 – Standards of
Disclosure for Mineral Projects of the Canadian Securities
Administrators; (iii) the Common Shares being conditionally approved for
listing on the Toronto Stock Exchange; and (iv) the delivery of an opinion,
addressed to the Agent, in a form satisfactory to the Agent, acting reasonably,
provided by United States counsel to the Company in respect of the Final
Prospectus and as to matters of United States law only, that no facts have come
to such U.S. counsel’s attention that would cause such U.S. counsel to believe
that the Final Prospectus (except for the financial statements and other
financial and statistical information and any geological and geophysical
information relating to the Tonkin Springs gold project), at the time the Final
Prospectus was filed, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading”


2.2           The Agency Agreement is hereby amended by deleting Section 5(a)(xxii)
and replacing it with the following:


(xxii)                        other than in connection with transferring
the listing of the Common Shares to the American Stock Exchange, the NASDAQ
Stock Market, Inc. or the NYSE Arca, the Company shall not take any action
which would be reasonably expected to result in the delisting or suspension of
its Common Shares on the Over-the-Counter Bulletin Board system or from any
other securities exchange, market or trading or quotation facility on which its
Common Shares become listed or quoted (including the Toronto Stock Exchange)
and the Company shall comply, in all material respects, with the rules and
regulations thereof;


2.3           The Agency Agreement is hereby amended by
deleting Section 6(c) and replacing it with the following:


(c)                                  The Company will use its commercially
reasonable efforts, promptly following the Closing but no later than August 9,
2006, to prepare and file with the SEC one or more Registration Statements on
Form S-1, S-3 or SB-2 (or, if Form S-1, S-3 or SB-2 is not then available to
the Company, on such form of registration statement as is then available) to
effect a registration covering the resale of the Registrable Securities in an
amount at least equal to the aggregate of the Registrable Securities. The
Registration Statement also shall cover, to the extent allowable under the U.S.
Securities Act and the rules promulgated thereunder (including Rule 416),



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such indeterminate number of additional
shares of common stock of the Company resulting from stock splits, stock
dividends or similar transactions with respect to the Registrable Securities.
The Company shall use its commercially reasonable efforts to have the
Registration Statement declared effective by the SEC as soon as practicable
and, in any event, no later than 5:00 p.m. (Toronto time) on the Final
Qualification Deadline.


2.4           The Agency Agreement is hereby amended by
adding the following as Section 6(j):


(j)                                     The Company will cause its United States
counsel, Dufford & Brown, P.C., to deliver an opinion, at the time the
Registration Statement has been declared effective by the SEC, addressed to the
Agent, to the effect that nothing has come to the attention of such counsel
which leads them to believe that the Registration Statement, at the time it was
declared effective under the U.S. Securities Act, contained or contains an
untrue statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading (except that such
counsel need express no view as to financial statements and schedules and other
financial data and geological and geophysical information set out therein).  With respect to such statement, Dufford &
Brown, P.C. may state that their belief is based upon the procedures set forth
therein, but is without independent check and verification.


ARTICLE
III – MISCELLANEOUS


3.1           The
Agency Agreement shall be read and construed in conjunction with this Agreement
as if the Agency Agreement and this Agreement were one and the same instrument


3.2           All
sections of the Agency Agreement which have been deleted and not substituted by
this Agreement shall be read “Reserved”.


3.3           Save
as varied by this Agreement, the terms of the Agency Agreement remain in full
force and effect.


3.4           This
Agreement shall be deemed to have been made in the Province of Ontario and
shall be governed by and interpreted in accordance with the laws of such
Province and the laws of Canada applicable therein.


3.5           This
Agreement may be executed in any number of counterparts and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.



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IN WITNESS WHEREOF the parties hereto have executed this
Agreement under their respective corporate seals and by the hands of their
officers on their behalf.


DATED as
of August 2, 2006


	
   

  	
  U.S. GOLD CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  William F. Pass

  	
   

  
	
   

  	
   

  	
   Name:
  William F. Pass

  
	
   

  	
   

  	
   Title:
  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  GMP
  SECURITIES L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Mark
  Wellings

  	
   

  
	
   

  	
   

  	
   Name: Mark
  Wellings

  
	
   

  	
   

  	
   Title:
  Director

  
	
   

  	
   

  
	
   

  	
  GRIFFITHS
  McBURNEY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Leo
  Ciccone

  	
   

  
	
   

  	
   

  	
   Name: Leo
  Ciccone

  
	
   

  	
   

  	
   Title:
  Chief Compliance Officer

  



 



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