U.S. GOLD CORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of
August 8, 2002 (the "Date of Grant"), by and between U.S. Gold Corporation, a Colorado corporation (the
"Company"), and WILLIAM W. REID (the "Optionee").
WHEREAS, on August 8, 2002, the Board of Directors determined that the Optionee should receive an
Incentive Stock Option to purchase shares of the Company's Common Stock under the Company's 2002 Stock
Option and Stock Grant Plan (the "Plan") in order to provide the Optionee with an opportunity for investment in
the Company and additional incentive to pursue the success of the Company, said option to be for the number of
shares, at the price per share and on the terms set forth in this Agreement; and
WHEREAS, Optionee desires to receive an option on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Grant of Incentive Stock Option. The Company hereby grants to Optionee, as a matter of separate agreement
and not in lieu of salary or any other compensation for service, the right and option (the "Option") to purchase all
or any part of an aggregate of 900,000 shares of reserved authorized and unissued $.10 par value Common
Stock of the Company (the "Option Shares") pursuant to the terms and conditions set forth in this Agreement.
This Option can not be exercised as provided herein, in whole or in part, until and unless the Plan and this Option
are approved by the shareholders of the Company at a duly called and held meeting of shareholders.
2. Option Price. At any time when shares are to be purchased pursuant to the Option, the purchase price for
each Option Share shall be $0.32 (the "Option Price").
3. Option Period. The Option period shall commence as of the Date of Grant and shall terminate ten years from
the Date of Grant, unless terminated earlier as provided in this Agreement. If an Optionee, for any reason, oth