Exhibit 10.2 First Amendment to Agreement, dated September 10, 2012
FIRST AMENDMENT TO
ASSET FUNDING / OPERATION AGREEMENT
This Asset Funding / Operation Agreement ("Agreement") entered into this 30th day of June, 2012 by and amongUSCORP, a Nevada corporation;USMetals,a Nevada corporation;Arizona Gold Corp., a British Columbia corporation;Arizona Gold Founders, L.L.C., a California limited liability company;William and Denise DuBarry Hay;Kaswit, Inc. andAGC Corp., an Arizona corporation.
WHEREAS, the above parties collectively entered into the Agreement dated June 28, 2012; and
WHEREAS, the parties desire to amend Paragraph 2 thereof as hereinafter set forth.
NOW THEREFORE,in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows:
1. Paragraph 2 of the Agreement is hereby amended to provide that the Closing shall take place not later than September 10, 2012;
2. In all other respects, the Agreement shall remain unaffected.
DATED this 10th day of September, 2012.
| USCORP, a Nevada corporation | USMETALS, a Nevada corporation |
| By:_/s/ Robert Dultz _ | By:/s/ Robert Dultz |
| Its: President__ | Its: President |
| | |
| Arizona Gold Corp., a British Columbia | Arizona Gold Founders, L.L.C., |
| corporation | a California limited liability company |
| | |
| By:/s/ William F. Hay_ | By:/s/ William F. Hay |
| Its: President | Its: Managing Partner |
| | |
| /s/ William F. Hay_ | Kaswit, Inc. |
| William F. Hay | |
| | By:/s/ Denise DuBarry Hay |
| /s/ Denise DuBarry Hay | Its:_ President and CEO |
| Denise DuBarry Hay | |
| | |
| AGC Corp, an Arizona corporation | |
| | |
| By:_ /s/ William F. Hay | |
| Its: President | |
