Exhibit
10.34


 


 


 


 


 


 


 


 


 


 


 


 


 


US GOLD
CORPORATION


 


&


 


2083089
Ontario Inc.


 


 


 


 


 


 


 


 


 


MANAGEMENT
SERVICE AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


June
1, 2006


 


 


 


 


 

















 


THIS AGREEMENT made as of the 1st day of June
2006,


 


BETWEEN:


2083089
ONTARIO INC., incorporated under


the
laws of Ontario, Canada (hereinafter called “208”)


 


&


 


U.S.
GOLD CORPORATION, incorporated under


the
laws of Colorado, U.S.A. (hereinafter called “US Gold”)


 


 


THE PARTIES HERETO AGREE AS
FOLLOWS:


 


1.               208 shall,
while this Agreement is in effect, supply US Gold with such services and
facilities (the “Services”) as US Gold may reasonably require from 208. The
Services shall include, but shall not be limited to, such assistance with the
following as may from time to time be agreed between the parties:


 


a)              Public and investor
relations;


b)             market analysis
and research;


c)              property evaluation;


d)             banking
management and investment advice;


e)              sales and
marketing;


f)                administrative
support; and


g)             such other
services as US Gold may from time to time reasonably request in order to
properly perform its functions as a mining exploration company.


 


2.               In
consideration of the Services to be provided by 208, US Gold shall pay to 208
the sum of $603,400 Canadian Dollars through the term of this Agreement,
December 31, 2006, unless terminated earlier as provided herein. This amount
shall be payable in seven equal monthly installments of $86,200, with the first
payment due on the date first above written. Remaining payments are due on the
first business day of each consecutive month beginning on July 3, 2006.


 


3.               208 hereby
covenants and agrees with US Gold that it shall supply the Services with a view
to:


a)              providing US
Gold and its subsidiaries with an efficient office (or offices) for the proper
conduct of its business and affairs; and


b)             enabling US
Gold to meet its business goals and objectives.


 


4.               The parties
hereto agree that 208 may charge US Gold, from time to time, additional amounts
on an actual cost recovery basis for necessary and reasonable expenses not
included in the budgeted amount set forth in Paragraph 2, but incurred by 208
or its affiliates (consultants or contractors), as the case may be, from the
effective date of this Agreement. US Gold shall review in good faith any
invoices for such additional amounts but shall not be obligated for such
additional amounts until and unless the invoices are approved by an independent
committee of the Board of Directors. Such additional expense may included, but
shall not be limited to, the following:


 


a)              General
overhead expenditures — rent, utilities, insurance;


b)             compensation
and benefits;


 


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c)              office supplies
and equipment;


d)             leasehold
improvements;


e)              furniture and
fixtures;


f)                such other
expenses as US Gold may from time to time reasonably require in order to
properly perform its functions as a mining exploration company.


 


5.               It is hereby understood and
agreed that nothing herein contained shall in any way inhibit or restrict the
choice and discretion of the officers and directors of US Gold in conducting
its business or in appointing any person as an officer or director of US Gold.


6.               208 shall provide copies,
upon written request from US Gold, of its unaudited annual financial statements
to US Gold’s board of directors. In addition, 208 shall provide a quarterly
statement summarizing the expenditures made by 208 on behalf of US Gold, such
statements shall be provided within 15 days after the end of each quarter
ending June 30th, September 30th, and December 31st.


7.               Any notice given hereunder
shall be deemed to be given, if delivered personally to an officer of the party
to which the notice is to be given, transmitted by facsimile, or forwarded by
registered mail.


8.               The period of this Agreement
shall commence as of the date first above written and shall continue until December
31, 2006, or until terminated by 60 days’ prior written notice by any party
hereto at the sole discretion to the other parties hereto. In the event of any
such termination, 208 shall render a final invoice with respect to Services
provided hereunder and, subject to the provisions of paragraph 4 hereof, US
Gold shall pay such amount within 30 days of receipt of such invoice.


9.               US Gold
acknowledges and agrees that 208 may provide services to other parties not
mentioned herein, and that certain of those parties may also be engaged in the
mining business, including the exploration and development of mineral resource
properties.


 


10.         208 agrees that
all confidential information related to US Gold obtained by 208 in the
performance of this Agreement shall be held in confidence unless such
information is generally available to the public, or is established to be in
the public domain.


 


11.         This Agreement
shall endure to the benefit of and be binding upon the parties hereto and their
respective successors.


 


12.         The parties
shall meet within 45 days after the end of the calendar year to review the
operation of this Agreement, and to evaluate the fairness of the resulting
allocation of costs and expenses. In the course of those discussions and
utilizing the 2006 quarterly statements of expenditures, the parties shall
reconcile such expenses, and consider in good faith whether adjustments to the
provisions of this Agreement are appropriate.


 


13.         This Agreement
shall be interpreted and constructed in accordance with the laws of the
Province of Ontario, Canada.


 


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IN WITNESS WHEREOF the
parties hereto have duly executed this Agreement as of the date and year first
above written.


 


 


	
  2083089 Ontario Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per: /s/ Stefan Spears

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  U.S. Gold Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per: /s/ Leanne M. Baker

  	
   

  



 


 


 


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