First Amendment to Asset Funding / Operation Agreement among USCORP, USMetals, Arizona Gold Corp., Arizona Gold Founders, Kaswit, AGC Corp., and Individuals

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 among USCORP, 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. and AGC 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.