NON-EXCLUSIVE TECHNOLOGY LICENSE AGREEMENT



                                    PREAMBLE



This is an agreement (the "Agreement") between U.S. Gold Corporation, a Colorado

corporation  having a business address at 2201 Kipling St., Suite 100, Lakewood,

Colorado  80215-1545  ("USGC") and Newmont USA  Limited,  d/b/a  Newmont  Mining

Corporation,  a Delaware  Corporation  having a business address at 1700 Lincoln

Street,  Suite 2800,  Denver,  Colorado 80203  ("NMC").  This Agreement is to be

effective  as of complete  execution  by both  parties of the  signature  blocks

provided below ("Effective Date").



                                    RECITALS



A.   USGC is the owner,  through  wholly-owned  subsidiaries,  of mining  claims

     located in Eureka County, Nevada, U.S.A., referred to as the Tonkin Springs

     Property,  which  contains  refractory  sulfide  gold  ores  that  would be

     desirable to concentrate following mining.



B.   NMC has  technology,  and patents  relating to the  technology,  concerning

     preparation of flotation concentrates of refractory sulfide gold ores using

     an oxygen-deficient  gas during comminution and/or flotation,  known as the

     N2TEC  technology,  and USGC  desires  to  obtain a  license  to the  N2TEC

     technology for use to prepare flotation  concentrates of refractory sulfide

     gold ore mined from the Tonkin Springs Property.



C.   Newmont Technologies Limited ("NTL"), a wholly-owned subsidiary of NMC, and

     USGC  entered  into an  agreement  titled  Technology  Option  Agreement on

     December 18, 2001 ("Option Agreement"), under which USGC obtained an option

     to enter  into good  faith  negotiations  with NTL to pursue  agreement  on

     definitive  terms  for  a  non-exclusive  license  for  use  of  the  N2TEC

     technology at the Tonkin Springs Property.



D.   Pursuant  to the Option  Agreement,  NMC,  on behalf of NTL,  and USGC have

     agreed to definitive  terms for a non-exclusive  technology  license as set

     forth in this Agreement.



                                   AGREEMENT



In  consideration  of the mutual  covenants and  conditions set forth herein and

other good and valuable  consideration,  the receipt and sufficiency of which is

hereby  acknowledged,  the parties agree to the terms and  conditions  set forth

below:



1.  DEFINITIONS.  For purposes of this  Agreement and all exhibits  hereto,  the

following terms shall have the meanings set forth below:



"Affiliate"  of a party  means (a) any Person  directly  or  indirectly  owning,

controlling,  or holding with power to vote,  fifty percent (50%) or more of the

outstanding voting securities,  membership  interests,  partnership interests or

other equity  interests of a party;  and (b) any Entity fifty  percent  (50%) or

more of whose outstanding voting securities,  membership interests,  partnership

interests  or  other  equity   interests  are  directly  or  indirectly   owned,

controlled,  or held with  power to vote by the party or a Person  described  in

(a).  For  purposes  of the  preceding  sentence,  "control"  means  possession,

directly or indirectly,  of the power to direct or cause direction of management

and policies through ownership of voting securities,  contract, voting trust, or

otherwise.



"Aggrieved Party" is defined in section 9.2.



"Agreement" is defined in the preamble of this Agreement.



"Allowable  Deductions"  means  costs  incurred  by a USGC  Party  permitted  as

deductions in determining NSR, as provided in Exhibit B.



"Breaching Party" is defined in section 9.2.



                                       1

{PAGE}



"Effective Date" is defined in the preamble of this Agreement.



"Entity" means any Person other than a natural person.



"Facility"  means a single  flotation  processing  facility  located  in Nevada,

U.S.A., and processing ores mined only from the Tonkin Springs Property.



"Improvement" means any development,  enhancement, modification or adaptation to

or of any portion of the NMC Flotation  Technology conceived or first reduced to

practice during the term of this Agreement.  USGC shall ensure that  appropriate

agreements  are put in place to assign to USGC all right,  title and interest in

and to any and all  Improvements,  or any portion  thereof,  made by any and all

employees  of USGC,  Affiliates  of  USGC,  the  operator  and  contractors  and

consultants  while involved with any portion of design (including any laboratory

testing), engineering,  construction,  start-up, maintenance or operation of the

Facility or the flotation process used at the Facility.



"Indemnitee" is defined in section 7.3.



"Licensed Field" means processing at the Facility Precious Metal Ores mined from

the Tonkin Springs Property to prepare Licensed Concentrate.



"Licensed  Concentrate" means flotation concentrate prepared with use of the NMC

Flotation  Technology  from  Precious  Metal Ore and that has a higher  Precious

Metal grade than the Precious Metal Ore. All flotation  concentrate  prepared at

the Facility  during the term of this  Agreement  shall be deemed to be produced

with  use of the  NMC  Flotation  Technology  if  preparation  of the  flotation

concentrate  involves use of a nitrogen-enriched  or other  oxygen-deficient gas

(oxygen-deficient as compared to air) as a flotation gas during flotation and/or

to blanket any process equipment prior to or during flotation.



"Licensed Dore" means dore or other similar crude metallic product prepared by a

USGC Party from processing of Licensed Concentrate.



"NMC" is defined in the Preamble of this Agreement.



"NMC  Confidential  Information"  means all  technical,  financial  and business

information  relating to the NMC Flotation  Technology disclosed to or otherwise

made  available  by  NMC,  or by any  Affiliate  of NMC or any  Third  Party  as

permitted  by NMC, to USGC,  any  Affiliate  of USGC,  the Operator or any Third

Party  for the  benefit  of USGC  (including  any  consultants  and  contractors

involved  with any  portion  of  design,  engineering,  construction,  start-up,

maintenance or operation of the Facility during the term of this Agreement).



"NMC Flotation Technology" means any and all information,  technology, know-how,

trade secrets and software,  including any Improvements,  owned or controlled by

NMC concerning the use of nitrogen or other oxygen-deficient gas in flotation of

gold-bearing  sulfide  minerals,  including  the use of such  nitrogen  or other

oxygen-deficient gas during preparation (e.g., grinding, milling,  conditioning)

of a slurry  of  particulate  mineral  feed for the  flotation.  As used in this

definition  "controlled" means that NMC has an independent legal right to grant,

or to compel a wholly-owned Affiliate of NMC to grant, a nonexclusive license to

USGC of a scope as  provided  in  section  2.1 to the  information,  technology,

know-how,  trade secrets or software,  as the case may be,  without a royalty or

other fee being due by NMC or any Affiliate of NMC in relation to the grant.



"NMC Patents" means each and every United States patent and United States patent

application  now or  hereafter  owned  or  controlled  during  the  term of this

Agreement  by NMC  claiming  any  portion of the NMC  Technology.  Existing  NMC

patents are listed in Exhibit A. As used in this definition,  "controlled" means

that NMC has the legal right to grant, or to compel a wholly-owned  Affiliate of

NMC to grant,  non-exclusive  rights to the full  extent of the patent or patent

application,  as the case may be, to USGC  without a royalty  or other fee being

due by NMC or any Affiliate of NMC in relation to the grant.



"NSR" means net smelter returns, determined as set forth in Exhibit B.



"NTL" is defined in the recitals of this Agreement.



"Operator" means, in the event that USGC does not itself operate the Facility, a

Person authorized,  directly or indirectly, by USGC to operate the Facility. The

Operator may be an Affiliate of USGC or a Third Party. At any given time,  there

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