U S GOLD CORP
LETTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>usex10-2.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>

Exhibit 10.2

Letter Agreement Dated December 20, 2002
By and Between David C. Reid and
U.S. Gold Corporation

This letter agreement (the "Agreement") is made
between David C. Reid, Vice President  (the
"Option Holder") and .S. Gold Corporation (the
"Corporation").

WHEREAS, effective August 20, 2002, Option Holder
was granted an Incentive Stock Option Agreement
under the Corporation's 2002 Stock Option and Stock
Grant Plan (the "Plan") covering options to
purchase 750,000 shares of Common Stock of the
Corporation at an exercise price of $0.32/share and
expiring August 20, 2012 (the "SOA"), which SOA
was not able to be exercised until and unless the
Plan as well as the SOA were approved by
shareholders of the Corporation, and

WHEREAS, the shareholders of the Corporation have
not to date approved either the Plan nor the SOA,
and

WHEREAS, the Option Holder has voluntarily agreed
to terminate the SOA effective immediately and for
no consideration, and

WHEREAS, the Corporation accepts the voluntary
officer of the Option Holder and is agreeable to
the termination of the SOA immediately, now

THEREFORE, the Option Holder and the Corporation
agree to the termination effective immediately of
that certain Incentive Stock Option Agreement dated
August 20, 2002 with Option Holder covering an
aggregate of 750,000 shares of Common Stock of the
Corporation at an exercise price of $0.32/share.


IN WITNESS WHEREOF, the parties hereto have
executed this letter agreement effective as of
December 20, 2002.

Option Holder:

/S/ David C. Reid
David C. Reid


Corporation

/S/ William F. Pass
William F. Pass
Vice President, Chief Financial Officer and
Secretary


</TEXT>
</DOCUMENT>
