Exhibit 10.1
INDEMNIFICATION AGREEMENT
This Agreement is made as of the 21st day of September 2004, by and between U.S. Gold Corporation, a
Colorado Corporation ("the Company"), and the undersigned director and/or officer of the Company (the
"Indemnitee") with reference to the following facts:
The Indemnitee is currently serving as a director and/or officer of the Company and the Company wishes the
Indemnitee to continue in such capacity, and, if requested in the future, to serve in such other positions with the
Company and its subsidiaries as the Company may determine. The Indemnitee is willing, under certain
circumstances, to continue serving as a director and/or officer of the Company.
The Indemnitee does not regard the indemnities available under the Company's Articles of Incorporation (the
"Articles of Incorporation") and Bylaws (the "Bylaws") as adequate to protect the Indemnitee against the risks of
personal liability associated with the Indemnitee's service to the Company. In this connection the Company and
the Indemnitee now agree they should enter into this Indemnification Agreement in order to provide greater
protection to Indemnitee against such risks of service to the Company.
In order to induce the Indemnitee to continue to serve as a director and/or officer of the Company and in
consideration of the Indemnitee's continued service, the Company hereby agrees to indemnify the Indemnitee as
follows:
1 . INDEMNITY. The Company will indemnify the Indemnitee, his executors, administrators or assigns, for any
Expenses (as defined below) which the Indemnitee is or becomes legally obligated to pay in connection with any
Proceeding. As used in this Agreement the term "Proceeding" includes any threatened, pending or completed
claim, action, suit or proceeding, whether brought by or in the right of the Company or otherwise and whether of
a civil, criminal, administrative or investigative nature, in which the Indemnitee may be or may have been involved
as a party or otherwise, by reas