THIS AGREEMENT is to be effective the 30 th day of March, 2006, between U.S. Gold Corporation, a
Colorado Corporation (the “Employer”) and William F. Pass (the “Employee”).
WHEREAS, Employer desires to secure the continued employment of Employee; and
WHEREAS, Employee desires to continue in the employ of Employer;
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Employer and
Employee agree as follows:
TERM OF EMPLOYMENT
1.1 Employment. Effective with this Agreement, the Employer agrees to employ the Employee and the
Employee agrees to be employed by the Employer upon the terms and conditions hereinafter set forth.
1.2 Term. The employment of the Employee by the Employer as provided herein shall commence as of the
date of this Agreement and shall terminate three years from such date, unless extended by the Employee and
1.3 Office and Support. Employee shall be provided an office to be located in Lakewood, Colorado or
other location mutually acceptable to both Employee and Employer, and reasonable and necessary support staff
at that location and/or through other office location(s) of the Employer.
1.4 Place of Performance. In connection with Employee’s employment by Employer, Employee shall be
based out of the Denver, Colorado area, except for required travel on Employer’s business to an extent
reasonable and necessary for the performance of the duties of Employee.
DUTIES OF THE EMPLOYEE
2.1 DUTIES. The Employee shall be employed with the title of Vice President, Chief Financial Officer and
Secretary and shall be subject to the general direction and control of the Chief Executive Officer and the
President and Chief Operating Officer of Employer. Employee sh