U. S. GOLD CORPORATION
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION AND STOCK GRANT PLAN
This Amended and Restated Non-Qualified Stock Option and Stock Grant Plan (the "Plan") is adopted in
consideration of services rendered and to be rendered by key personnel to U. S. Gold Corporation, its
subsidiaries and affiliates.
The terms used in this Plan shall, unless otherwise indicated or required by the particular context, have the
Board: The Board of Directors of U. S. Gold Corporation, or any duly authorized committee of the Board.
Common Stock: The $.10 par value Common Stock of U. S. Gold Corporation.
Company: U. S. Gold Corporation, a corporation incorporated under the laws of Colorado, and any successors
in interest by merger, operation of law, assignment or purchase of all or substantially all of the property, assets or
business of the Company.
Date of Grant: The date on which an Option (see below) is granted under the Plan.
Fair Market Value: The Fair Market Value of the Option Shares. Such Fair Market Value as of any date shall be
reasonably determined by the Board; provided, however, that if there is a public market for the Common Stock,
the Fair Market Value of the Option Shares as of any date shall not be less than the bid price for the Common
Stock on that date (or on the preceding business day if such date is a Saturday, Sunday, or a holiday), on either
an over-the-counter market or national exchange, as reported by NASDAQ, The Denver Post, Denver,
Colorado, or if not available there, in the Wall Street Journal, or if not available there, as available from internet
sources such as America On-Line or other reporters of such financial data; provided, further, that if no such
reported bid price is available, the Fair Market Value of such shares shall not be less than the average of the
means between the bid and asked prices quoted on that date by any two independent persons or entities making
a market for the Common Stoc