Exhibit
      10.15

    


    WHEREVER
      CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH DELETIONS ARE DENOTED BY AN
      ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT

    


    AMENDED
      AND RESTATED CREDIT FACILITY

    


    On
      January 19, 2006, FOR VALUE RECEIVED, Nevada Gold & Casinos, Inc., a Nevada
      corporation (“NGC”), as maker, whose principal place of business is 3040 Post
      Oak Blvd., Suite 675, Houston, Texas, 77056-6588, promises to pay to the order
      of * [name changed to the defined term “Lender” throughout this Agreement*], the
      principal sum of up to $55,000,000.00, together with interest on the unpaid
      principal balance, as advanced pursuant to the terms set forth below. All sums
      due under this Credit Facility are payable to Lender at *, or at any other
      place
      that Lender may designate in writing. Both Lender and NGC are collectively
      referred to as the “Parties.” Capitalized terms not otherwise defined in this
      Credit Facility have the same definitions as the January 2006 Security Agreement
      (“1/06 SA”) (which replaces the June 29, 2004, Amended and Restated Security
      Agreement), including Appendix I to the 1/06 SA, and if not included in the
      1/06
      SA, then the definition provided in the Uniform Commercial Code under the
Texas
      Business & Commerce Code
      shall
      apply.

    


    The
      Parties acknowledge that a prior version of this Credit Facility dated June
      29,
      2004, existed and that, until the date of this Credit Facility, the terms of
      the
      June 29, 2004, Credit Facility controlled the loan transactions described in
      it
      between Lender and NGC. However, this Amended and Restated Credit Facility
      controls the loan transactions between Lender and NGC from its effective date
      forward, and is referred to throughout this instrument as the “Credit
      Facility.”

    


    I.
      Recitals

    


    A. NGC
      and
      Lender desire to enter this Credit Facility and the 1/06 SA dated January 19,
      2006;

    


    B. Lender
      desires to loan to NGC up to an aggregate total of all outstanding indebtedness
      between Lender and NGC of $55,000,000.00, with advancements in the minimum
      amount of $250,000.00 to NGC, with this Credit Facility secured by the 1/06
      SA
      and the Collateral; and

    


    C. NGC
      desires to borrow up to an aggregate total of all outstanding indebtedness
      between Lender and NGC of $55,000,000.00, with advancements in the minimum
      amount of $250,000.00 from Lender; and

    


    In
      consideration of these matters and of the mutual promises made in this Credit
      Facility, and for other good and valuable consideration, the receipt and
      adequacy of which are acknowledged by the Parties, Lender and NGC agree as
      set
      forth below.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    II.
      Agreements

    


    A. General
      Terms.
      This
      Credit Facility shall be in the aggregate total amount not to exceed Fifty-Five
      Million and No/100 Dollars ($55,000,000.00) and shall be advanced to NGC in
      the
      minimum amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00)
      each upon written request of NGC made to Lender at * (or to any other person
      designated by Lender). Lender agrees to advance to NGC pursuant to this Credit
      Facility a maximum amount of $55,000,000.00, and this amount shall be offset
      by
      any and all outstanding amounts of principal and interest due and owing at
      any
      one time by NGC to Lender under any and all debt obligations between the
      Parties.

    


    For
      all
      advances under this Credit Facility, Lender shall advance funds by wire transfer
      to NGC within thirty days after receipt of NGC's written request delivered
      to *,
      with a copy to *, at the addresses and in the manner set forth under “Notices”
in this Credit Facility. NGC shall bear the cost of all wire transfer fees
      and
      all fees payable to First Allied Securities, Inc. (“First Allied”), pursuant to
      the agreement between NGC and First Allied for any and all advances under this
      Credit Facility, which shall be deducted from the transferred funds, unless
      otherwise agreed. NGC has the right to draw funds under the terms of this Credit
      Facility until June 30, 2008 (“Maturity Date”), provided that all terms and
      conditions described in this Credit Facility or as defined in the 1/06 SA are,
      and continue to be, met. The total amount of principal and any accrued, unpaid
      interest, and any other amounts that may be due and owing to Lender by NGC
      shall
      be due and payable in full on the Maturity Date. NGC may from time to time
      request letters of credit from First Allied or Wells Fargo that relate to this
      Credit Facility. NGC shall bear any and all costs associated with the issuance
      of any letter of credit by any entity that relates to this Credit Facility,
      and
      shall reimburse Lender for any expenses charged to her that relate to the
      issuance of a letter of credit requested by NGC that relates to this Credit
      Facility. Any letter of credit issued on behalf of NGC shall not alone
      constitute an advance under this Credit Facility.

    


    The
      right
      to draw funds under the terms of this Credit Facility shall end on the Maturity
      Date of June 30, 2008. No draw request submitted on or after May 31, 2008,
      shall
      be honored by Lender even if the total Credit Facility has not been
      exhausted.

    


    B. Evidence
      of Debt and Security. All
      draws
      made by NGC under this Credit Facility shall be evidenced by a Promissory Note
      which shall be secured by the “Collateral” as described below. NGC shall execute
      any and all security agreements, UCC-1 forms, notices, pledges, powers of
      attorney, hypothecations, mortgages, assignments, or other security instruments,
      and shall surrender possession of any paper, instruments, securities, member
      interests, or other intangibles in which Lender may or might perfect a security
      instrument under the law governing the grant and perfection of security
      interests in any of the Collateral as Lender may reasonably require to be
      executed as and when each draw is made. Execution of any requested documents
      or
      security instruments referred to in this Credit Facility shall be condition
      precedent to any obligation on the part of Lender to fund any draw request
      made
      by NGC. Failure by Lender to demand the final execution of these documents
      prior
      to disbursement of any loan or draw to NGC shall not constitute a waiver of
      any
      requirement that NGC complete these documents upon Lender' request. Failure
      by
      NGC to comply with Lender' request for any of these documents within thirty
      days
      of the date of Lender' request shall constitute a Default and shall entitle
      Lender to declare a Default of this Credit Facility.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    C. Procedure
      for Draws.
      The
      method of draw under this Credit Facility shall be upon written request of
      NGC
      made to Lender at * (or to any other person designated by Lender) with a copy
      contemporaneously delivered to Lender' financial adviser, with a copy to Lender'
      attorney, at the addresses and in the manner set forth under “Notices” in this
      Credit Facility. Each draw request must include the following materials as
      conditions precedent to Lender making the draw:

    


    1. A
      statement of management detailing the utilization and disposition of the funds
      advanced under this Credit Facility by Lender to NGC at any time from and after
      the date of this Credit Facility.

    


    2. A
      statement by management of all liens, attachments, suits, actions, petitions,
      applications, or other legal process served upon NGC since the last application
      for draw under this Credit Facility was submitted together with a brief
      description of the matter involved and a statement of whether management intends
      to establish a loss reserve with relation to the action. This provision applies
      only to matters that have the potential to have any financial effect on NGC,
      and
      does not apply to matters that affect only third parties (such as a garnishment
      of wages of an employee for child support).

    


    3. A
      statement of management detailing the intended utilization and disposition
      of
      the funds which are sought to be drawn.

    


    4. A
      statement by management that the corporation is not, as of the date of the
      draw,
      insolvent and that it is not likely to be rendered insolvent by virtue of
      incurring the draw being sought.

    


    5. An
      affirmative statement by management that the Collateral tendered under the
      January 2006 Security Agreement shall be extended as Collateral to protect
      the
      full value of the draw requested.

    


    6. An
      affirmative statement by management that since the date of the most recent
      unaudited quarterly financial statements of NGC, no material adverse change
      in
      the financial condition of NGC has occurred; that no event has occurred that
      would constitute an Event of Default or that would materially diminish or impair
      the secured position of Lender in the Collateral securing this Credit Facility;
      and that, with respect to every entity that is a maker, obligor, debtor, or
      guarantor under this Credit Facility or under any document incorporated by
      reference into this Credit Facility, no tax has been assessed that is past
      due
      as of this date; no obligation to withhold and pay over funds that has become
      due is unpaid; and no liens, attachments, garnishments, or other non-consensual
      secured claims have arisen that have not been previously reported to
      Lender.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    7. A
      certificate from the Secretary of NGC that the Board of Directors resolution
      authorizing this transaction has not been amended or rescinded and remains
      in
      full force and effect.

    


    Items
      1-6
      may be combined into one document that must be signed in person by at least
      one
      member of management with the full power and authority to bind NGC. In addition,
      NGC shall promptly provide to Lender prior to any advance being made if she
      or
      her representative requests any of the following documents:

    


    A
      copy of
      the most recent audited financial statements of the corporation as filed with
      the United States Securities and Exchange Commission.

    


    A
      copy of
      the most recent un-audited statements of management of the corporation for
      the
      fiscal quarter immediately proceeding the date of each draw request filed with
      the United States Securities and Exchange Commission.

    


    D. Obligation
      to Fund.
      Provided
      that the following conditions are met, Lender shall fund each draw request
      within thirty days after the draw notice is received. The conditions that must
      be fulfilled prior to Lender being liable to fund any draw request are as
      follows:

    


    1. The
      total
      amount of outstanding funds on account of principal, unpaid interest, costs,
      fees, and/or any other items that Lender has or may have a right to collect
      under any and all promissory notes executed by NGC in favor of Lender, whether
      pursuant to this Credit Facility or any other debt or obligation owing to Lender
      by NGC, as of the date of each draw request may not exceed the total of the
      Credit Facility specified in Paragraph numbered II(A) above.

    


    2. All
      conditions specified in Paragraphs II(B) and (C) above must have been
      met.

    


    3. No
      Event
      of Default as specified in this Credit Facility or as set forth in any Note
      or
      Security Instrument of any kind executed by NGC (or any guarantor or
      accommodation party related in any way to NGC) may have occurred. This provision
      shall include (but is not limited to) events of default in which the actual
      facts giving rise to a default have occurred regardless of whether a default
      has
      been declared by Lender and regardless of whether Lender is aware of those
      facts
      upon the date the draw request is made.

    


    4. NGC
      has
      executed and delivered to Lender any Security Instruments as Lender may
      reasonably request under the terms of this Credit Facility.

    


    5. NGC
      has
      procured and delivered all certificates of vote, consents to transfer, waivers,
      powers, acknowledgments, or other security instruments from any third party,
      related or unrelated, that are necessary in the judgment of Lender' attorneys
      to
      provide security interests to Lender that effectively vest Lender with the
      authority to reach and apply so much of the maker's interest in the Collateral
      as may be necessary to pay the liabilities incurred under this Credit Facility
      and under any Notes or Security Instruments executed pursuant to this Credit
      Facility.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    E. General
      Condition of Funding.
      Despite
      any language to the contrary contained anywhere within this agreement, Lender
      shall be under no obligation to fund any draw request if Lender reasonably
      believes in good faith that any of the following are true:

    


    1. At
      the
      date of any draw request any of the conditions of Paragraph II(C) above are
      not
      satisfied.

    


    2. 
      That the
      facts and circumstances as reflected within the draw request materials give
      rise
      to a reasonable, good faith belief by Lender that the requested draw requested
      will be unsecured.

    


    3. At
      the
      date of the request the materials supplied by NGC with the draw request do
      not
      grant Lender assurance that:

    


    a. the
      purpose of the draw is for a legitimate business purpose,

    b. NGC
      is
      not insolvent as of the date of the draw request, or

    c. NGC
      will
      not be rendered insolvent by the grant of the draw request and the utilization
      of funds as specified by management with its draw request.

    


    4. NGC
      is,
      or is about to be, engaged in litigation or arbitration of any nature against
      Lender.

    


    Lender
      has no obligation whatsoever to exercise her discretion for the benefit of
      NGC
      upon any standard of care or review that might be read as requiring any standard
      of judgment other than Lender' reasonable, good faith belief in facts as set
      forth in this Section.

    


    F. Commitment
      Fee.
      NGC
      shall pay to Lender a commitment fee of 0.25% per annum on any and all available
      funds under this Credit Facility that are not drawn by NGC. This commitment
      fee
      shall be calculated based on the average daily balance of available funds during
      each calendar quarter. The commitment fee shall be payable to Lender for each
      calendar quarter on or before the fifth day of the first month of the
      immediately following calendar quarter, with the calculation of this fee
      beginning on the date of this Credit Facility. The first payment of this fee
      was
      due and paid by NGC on or before October 5, 2004. Copies of the commitment
      fee
      calculation, the check made payable to Lender, and any accompanying
      correspondence to Lender shall be sent contemporaneously by facsimile or e-mail
      (in PDF format) to Lender' attorney/counsel, *, at her facsimile number or
      e-mail address below.

    


    G. Payment
      Terms.
      NGC
      agrees to pay the sums under this Credit Facility as follows:

    


    1. payment
      of interest only through June 30, 2008, payable monthly on or before the last
      day of each month by check made payable to *,” and accompanied by a letter
      setting forth the principal amount outstanding, the method of calculating
      interest, and the amount of interest paid, with copies of the check and all
      other correspondence included with Lender's check sent contemporaneously by
      facsimile or e-mail (in PDF format) to Lender's attorney/counsel, *, at her
      facsimile number or e-mail address set forth below;

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    2. payment
      of the commitment fee shall be made as provided in that section, with the checks
      made payable to “*”;

    


    3. all
      payments must be received
      by
      Lender on
      or
      before the applicable due date
      in order
      for the payment to be timely, and they must be received
      by
      Lender on or before the fifth day after Lender gives notice to NGC of the late
      payment to avoid a Default by NGC;

    


    4. on
      any
      funds obtained by NGC under the Credit Facility and then loaned by NGC to any
      third party or to any fully or partially-owned subsidiary of NGC (collectively,
      a “third party”), if NGC is repaid any principal by a third party, then NGC must
      pay to Lender the corresponding amount of principal NGC obtained under the
      Credit Facility within five business days of its receipt of the third party
      principal repayment; and

    


    5. the
      entire principal amount outstanding, plus any outstanding interest, shall be
      due
      and payable to Lender in full on or before the Maturity Date.

    


    Time
      is
      of the essence for all payment provision of this Credit Facility and of every
      Note and Security Instrument executed pursuant to it.

    


    H. Interest
      Rate.
      The
      unpaid principal balance under this Credit Facility shall bear interest at
      the
      rate of eight and one-half percent (81⁄2%) per annum until paid. Any matured,
      unpaid amount of principal shall bear interest at the rate of eleven percent
      (11%) per annum until paid. If any payment of interest is not made on or before
      its due date, then the interest rate on that payment shall increase to 11%
      from
      the date on which that interest payment began accruing through the date on
      which
      the late interest payment is paid in full (this provision shall not apply if
      the
      late payment is caused solely by a third party carrier in delivering the payment
      to Lender if NGC has sent the payment for delivery in a properly addressed
      Federal Express, Airborne Express, United Parcel Service, or Lone Star Overnight
      package with delivery charges prepaid or charged to NGC's account and the
      package is sent via next day overnight delivery at least one business day in
      advance of the due date, or two business days if the due date is not a business
      day - NGC shall not use United States Postal Service overnight or next day
      delivery service for any payments). In the event of a Default by NGC, the
      interest rate on the entire outstanding principal amount shall increase to
      eleven percent (11%) per annum as of the date through which the last interest
      payment was duly made and shall continue at that rate until the entire
      outstanding amount of principal and interest is paid in full.

    


    I. Collateral.
      Payment
      of all sums due, and performance of all Obligations by NGC under this Credit
      Facility and under the terms of any and all Notes and Security Instruments
      executed pursuant to this Credit Facility shall be secured by ALL
      ASSETS of NGC,
      including but not limited to the following specific assets [these specific
      items
      of Collateral are more particularly described in the Schedule of Collateral,
      Notes, Security Interests, and Ownership Interests attached to the 1/06 SA
      (the
“Schedule”)], and all proceeds of all of NGC's assets:

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    1. a
      continuing security interest in all of NGC's interest in BHG, including but
      not
      limited to NGC's revenues from BHG and from NGC's ownership interest in
      BHG;

    


    2. a
      continuing security interest in all of BHG's interest in the Isle of Capri
      Black
      Hawk, L.L.C. (“IC-BH”), including but not limited to BHG's revenues from and
      undivided percentage interest in the assets of IC-BH, and all of the rights,
      but
      none of the obligations, of BHG under the Operating Agreement;

    


    3. all
      proceeds, earnings, cash, and funds received by BHG, including, but not limited
      to, all cash and funds and/or other property received from IC-BH;

    


    4. all
      other
      investment property and other property, rights, or interests of any description
      at any time issued or issuable to BHG or held in any securities account as
      an
      addition to, in substitution or exchange for, or with respect to BHG's interest
      in IC-BH, including without limitation additional percentages or interests
      issued or given as a result of any amendment, reclassification, split-up,
      dissolution, or other limited liability company reorganization or property
      distributed pursuant to a reorganization or amendment of the Operating
      Agreement;

    


    5. all
      distributions, proceeds, monies, income, and benefits arising from, by virtue
      of, or payable with respect to BHG's interest in IC-BH or NGC's interest in
      BHG;

    


    6. any
      and
      all notes receivable and/or cash flow rights granted to NGC from investments
      in
      any and all projects financed in whole or in part through the loan proceeds
      from
      this Credit Facility, all of which are assigned to Lender pursuant to the
      multiple Collateral Assignments of Notes, Security Interests, and Membership
      Interests dated January 19, 2006 (and any and all loans made by NGC to any
      related entity or third party are presumed to be made with proceeds from this
      Credit Facility);

    


    7. the
      promissory notes described in the multiple Collateral Assignments of Notes,
      Security Interests, and Membership Interests dated January 19, 2006, as amended
      and updated from time to time (the “Collateral Assignments”);

    


    8. the
      ownership interests in subsidiaries and other entities held by NGC as described
      in the Collateral Assignments as amended and updated from time to time;
      and

    


    9. all
      distributions, proceeds, monies, income, and benefits arising from, by virtue
      of, or payable with respect to the promissory notes, collateral, and ownership
      interests described in the Collateral Assignments as amended and updated from
      time to time.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    Lender
      shall maintain possession of the Collateral and any and all assignments and
      powers of attorney necessary to enforce her security interest in any or all
      of
      the Collateral until any and all amounts due under this Credit Facility are
      paid
      in full and this Credit Facility is terminated, and/or until she exercises
      her
      rights against the Collateral in an Event of Default.

    


    Notwithstanding
      the provisions of this Section or Section II(L), if NGC invests in a new
      subsidiary or acquires assets and the investment or acquisition is financed
      in
      whole or in part by a third party lender (and no proceeds of the Credit Facility
      are used by NGC to finance the investment or acquisition), then the “Collateral”
as defined above shall not include NGC's ownership interest in the new
      subsidiary or the acquired assets. Lender agrees to file a UCC-3 terminating
      any
      security interest Lender would otherwise have in NGC's ownership interest in
      the
      new subsidiary or the acquired assets and shall provide, upon the reasonable
      request of NGC or its third party lender, written confirmation that the
      Collateral for the Credit Facility does not include NGC's ownership interest
      in
      the new subsidiary or the acquired assets.

    


    J. Perfection
      and Protection of Collateral; Indemnification.
      NGC
      shall cause the execution of any instrument reasonably necessary to carry out
      the terms of and its Obligations under this Credit Facility and any accompanying
      or related Promissory Note and/or Security Instrument. NGC shall cause any
      entity in which it has the right or power to produce an affirmative and
      effective act to execute guarantees, notes, and security instruments as
      reasonably necessary to carry out this Credit Facility and to ensure the
      broadest and most effective Security Interest in the Collateral for Lender
      for
      all funds advanced under this Credit Facility. NGC shall bear the cost of
      perfection of all security interests granted under this Credit Facility in
      any
      applicable or desirous jurisdiction as necessary to protect Lender, and, in
      addition, as may be directed by Lender or her attorney in her sole and exclusive
      discretion. NGC shall be the guarantor of the perfection of security interests
      under this Credit Facility and no failure on the part of Lender to perfect
      shall
      inure to the benefit of NGC or any assignee, holder, or trustee in bankruptcy
      as
      any failure of this type shall be deemed the fault and to the prejudice of
      NGC
      and its estate. NGC shall execute any and all documents reasonably necessary
      to
      carry out the provisions of all of this Credit Facility and any Note or Security
      Instrument executed pursuant to this Credit Facility. NGC shall pay all costs
      and all actual attorneys' fees incurred by Lender in connection with this Credit
      Facility, the execution of any documents under it, and the perfection of any
      security interests under it within ten days of presentation to it of these
      charges. NGC also agrees that it will use its best efforts to protect the
      Collateral; to prevent any loss, theft, substantial damage, destruction, sale,
      or encumbrance to or of any of the Collateral; and to defend against any actual
      or attempted levy, seizure, or attachment of or on any of the
      Collateral.

    


    In
      the
      event Lender finds it necessary to take action to protect the Collateral against
      the actions of third parties or against any wrongful conduct of NGC, or in
      the
      event that Lender finds any failure by NGC to use its best efforts to protect
      the Collateral, NGC agrees that it shall indemnify Lender for any attorney's
      fees, court costs, and any and all other expenses incurred in her efforts to
      protect the Collateral. NGC understands and agrees that it shall promptly pay
      Lender for any and all of these expenses and shall do so, from time to time,
      as
      reasonably necessary to fund and maintain the litigation so that Lender shall
      not be required to expend her own funds on this litigation while pending, In
      no
      event shall these attorney's fees and expenses be paid later than thirty days
      after the date on which they are submitted to NGC.

    


    
      
         

      

      
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    K. Default.
      NGC will
      be in default of this Credit Facility and of each and every Note and Security
      Instrument executed pursuant to this Credit Facility if any of the following
      happens (“Default” or “Event of Default”):

    


    1. NGC
      fails
      to timely make any principal payment at maturity;

    


    2. on
      any
      funds obtained by NGC under the Credit Facility and then loaned by NGC to any
      third party or to any fully or partially-owned subsidiary of NGC (collectively,
      a “third party”), if NGC is repaid any principal by a third party and NGC fails
      to pay to Lender the corresponding amount of principal it obtained under the
      Credit Facility within five business days of its receipt of the third party
      principal repayment, then NGC shall be in Default;

    


    3. Lender
      does not receive an interest payment on or before the fifth day after Lender
      gives notice to NGC of the late payment;

    


    4. NGC
      defaults under any loan, extension of credit, security agreement, purchase
      or
      sales agreement, contractual obligation, or any agreement in favor of any
      creditor or person (as “default” is defined in that instrument and after giving
      effect to all applicable cure periods) and that default results in NGC owing,
      through default and/or acceleration, an amount in excess of $3
      million;

    


    5. NGC
      defaults on its agreement and/or subordinated loan agreement with * dated on
      or
      about June 29, 2004;

    


    6. NGC
      fails
      to timely comply with the Obligations (other than those Obligations specifically
      identified in this Section);

    


    7. NGC
      breaches any covenant, representation, or warranty in this Credit Facility,
      the
      1/06 SA, or in any other Note or Security Instrument executed pursuant to this
      Credit Facility, and NGC does not cure that breach within thirty days after
      the
      breach, and NGC agrees to give Lender prompt notice of the breach;

    


    8. NGC
      makes
      an assignment for the benefit of creditors, files for bankruptcy protection,
      is
      adjudicated insolvent, a receiver is appointed for any wholly or partially
      owned
      entity in which NGC is a member, partner, shareholder, or equitable holder
      of
      any type, or any involuntary proceeding is commenced against NGC under any
      bankruptcy or insolvency laws and that involuntary proceeding is not dismissed
      within sixty days after it is filed;

    


    9. NGC
      grants or attempts to grant to any third party a lien on the Collateral without
      complying with the procedure and provisions in Section II(L) below;
      and/or

    


    10. a
      final,
      non-appealable judgment in litigation or arbitration is entered against NGC
      where the total amount of the judgment, including actual damages, pre- and
      post-judgment interest, attorney's fees, court costs, and/or punitive damage,
      exceeds $3 million.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    If
      an
      Event or Default occurs, then Lender shall have all of the rights and remedies
      available to her under the law as well as all of those set forth in this Credit
      Facility and in the 1/06 SA.

    


    L. Additional
      Liens.
      The
      parties specifically contemplate that Lender shall be fully secured and
      protected in the loans made under the terms of this Credit Facility and any
      Notes or Security Instruments executed pursuant to this Credit Facility. All
      references in this Section to “NGC” expressly include BHG, and BHG may not grant
      a second or any other lien or encumbrance of any kind on any of the Collateral
      without complying with the provisions of this Section. Before NGC may place
      a
      second or any other lien on any or all of the Collateral in favor of anyone
      other than *, NGC must give Lender, through her counsel (*) and her financial
      advisor (*), formal written notice of the name of the proposed second or other
      lienholder (if known) and of the specific terms and conditions of the proposed
      loan transaction for which the second or other lien would be granted (including
      but not limited to the closing date, interest rate, principal amount, and
      maturity date), and Lender shall have seven business days from the date on
      which
      the notice is received by her to notify NGC of her desire to make the loan
      herself. NGC agrees to promptly provide Lender, through her counsel (*) and
      her
      financial advisor (*), with any documentation she requests related to the
      proposed transaction with the third party in order to assist her in making
      her
      decision. If Lender does not respond within seven business days, Lender shall
      be
      presumed to have declined to make the loan herself. NGC shall give Lender,
      through her counsel (*) and her financial advisor (*), informal notice of its
      intent or desire to obtain additional financing and grant a second or other
      lien
      on the Collateral as far in advance as is practicable, which is presumed to
      be
      approximately thirty days before the contemplated closing date of the
      transaction. NGC is not required to resubmit to Lender any financing resulting
      in a second or other lien if the closing date, interest rate, principal amount,
      and/or maturity date on the final loan transaction are equal or less favorable
      to Lender than the original terms proposed by NGC.

    


    In
      the
      event NGC complies with this notice provision and is allowed to grant a second
      or other lien on the Collateral, NGC agrees that it must comply with all of
      the
      following provisions before it may grant an effective second or other lien
      on
      the Collateral:

    


    1. Any
      second or other lien given on the Collateral must
      be made
      expressly subordinate to Lender's lien. NGC shall ensure that the paperwork
      documenting the transaction with the second or other lienholder properly
      notifies the second and/or other lienholder of the existence of Lender's first
      lien and that the second and any other lienholder clearly acknowledges Lender's
      existence and status as first lienholder on all of the Collateral and that
      the
      subsequent lienholder's debt and security interest is subordinated to
      Lender.

    


    2. NGC
      shall
      ensure that the paperwork documenting the transaction with the second and any
      other lienholder clearly instructs the second and any other lienholder that
      it
      may not even attempt to collect or execute on the Collateral without first
      ensuring that the entire first lien balance is paid in full and all loan or
      credit transactions between NGC and Lender are completely terminated and are
      no
      longer in effect. The second and any other lienholder must be required to give
      notice of any default by NGC to NGC and Lender's counsel concurrently before
      the
      second or any other lienholder may exercise any collection efforts against
      the
      Collateral.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    3. NGC
      shall
      defend, at its own expense, against any claims by any lienholders other than
      Lender against the Collateral.

    


    4. NGC
      shall
      keep Lender' counsel informed of the status of any second and any other lien
      and
      of any default or alleged default by NGC on the transaction secured in whole
      or
      in part by the second and/or other lien, and shall reimburse Lender for any
      and
      all attorney's fees, court costs, and expenses incurred by Lender that Lender
      or
      her counsel deemed necessary to protect the Collateral within thirty days after
      the submission of an invoice for the fees or expenses to NGC by Lender's
      counsel.

    


    5. NGC
      shall
      provide Lender's counsel with fully-executed copies of all documents related
      to
      any transaction giving any third party a second or other lien on any or all
      of
      the Collateral within three business days of the last signature date on the
      transaction or the date the transaction is funded, whichever is
      earlier.

    


    6. NGC
      provided to Lender's counsel on or before June 29, 2004, copies of the
      fully-executed documents related to the transaction giving * a second lien,
      and
      those documents required * and his counsel to provide counsel for Lender (as
      set
      forth below) with copies of any and all notices, including but not limited
      to
      notice of default, that arise from or relate to any of his agreements with
      NGC
      that relate in any way to the second lien. NGC acknowledges that its agreement
      with * expressly and clearly states that his lien on the Collateral is
      subordinate to Lender's lien and security interest.

    


    For
      the
      purposes of this Section, NGC agrees that these restrictions on its ability
      to
      grant security interests shall apply equally as restrictions upon its ability
      to
      authorize, vote, contract for, assent to, suffer, or tolerate the creation
      of
      security interests in the Collateral by any entity or party that is a guarantor
      or accommodation party under this Credit Facility. NGC shall take all actions,
      and use best efforts, to ensure that any of these entities or parties does
      nothing to grant security interests after the effective date of this Credit
      Facility that, if granted by NGC, would offend the provisions of this
      Section.

    


    For
      the
      purposes of this section, additional “liens,” “encumbrances,” or “security
      interests” shall be interpreted as including, but shall not be limited to,
      security agreements, mortgages, deeds of trust, pledges, conditional sales
      agreements, hypothecations, possessory security interests, or any other method
      by which NGC may grant to a third party the right to seize, attach, levy upon,
      possess, or otherwise liquidate an interest in property to ensure the repayment
      of a monetary or other legally or equitably enforceable obligation.

    


    M. Notice
      of Default.
      Lender
      is not required to provide NGC with any notice whatsoever of any Default by
      NGC
      or any failure of NGC to timely make the principal payment when due, save and
      except that Lender must give notice of a late interest payment before that
      late
      payment is deemed a Default as described in Section II(K)(3) above. However,
      failure by Lender to give notice of a late interest payment to NGC does not
      relieve NGC of its obligation to make the payment or of the application of
      the
      default interest rate upon the failure to timely make the interest payment
      as
      provided in Section II(H) above.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    N. Remedies
      upon Default.
      Upon
      Default by NGC of this Credit Facility or upon NGC's default of any provision
      of
      any Note or Security Instrument executed pursuant to the terms of this Credit
      Facility, Lender shall have any and all rights, remedies and actions that Lender
      may have at law, equity, or otherwise for breach of the entirety of this Credit
      Facility. In addition, but not in any way limiting the remedies set forth above,
      Lender shall have the following rights:

    


    1. Lender
      shall have the right to declare a default and to give public and private notice
      of the default.

    


    2. Lender
      shall have the right to accelerate the payment of and demand payment of all
      amounts due under this Credit Facility and under the terms of any or any part
      of
      the Notes and Security Instruments executed pursuant to this Credit Facility.
      Lender shall also have the right to advance the Maturity Date of this Credit
      Facility and to refuse any further draw requests.

    


    3. Lender
      shall have the right to demand payment and to take any lawful action against
      any
      guarantor or accommodation party without respect to priority or any doctrine
      or
      requirement of marshaling or equitable estoppel.

    


    4. Lender
      shall have the right to proceed with respect to any Collateral in which Lender
      holds a security interest to the benefit of Lender in any order and against
      any
      type of Collateral, without restriction.

    


    5. Lender
      may enjoin NGC, in any court of competent jurisdiction, from taking any action
      to prevent Lender from becoming a registered owner de
      jure
      of any
      security, member interest, or other equitable or legal interest which may inure
      to Lender by virtue of her exercise of her right under this Credit Facility
      to
      accept ownership of any Collateral in lieu of proceeding with a disposition
      of
      the Collateral. Lender may similarly have mandamus against NGC in any court
      of
      competent jurisdiction to take any action required under the laws, articles,
      agreements, bylaws, or other legally binding instruments applicable to any
      property accepted by Lender in lieu of disposition of any Collateral to perfect
      and vest Lender with all of the rights which NGC had in that
      property.

    


    6. Lender
      shall not be required to give notice of default or to permit cure by NGC prior
      to exercising any rights Lender may have under this Credit Facility or under
      any
      Note or Security Instrument executed pursuant to this Credit Facility
except
      where
      notice or the right to cure is specifically and unambiguously
      required.

    


    O. Change
      in Control.
      In the
      event of a “Change in Control,” then Lender shall have the option to terminate
      this Credit Facility and declare the entire unpaid principal and accrued
      interest (if any) due and payable from the proceeds of the transaction upon
      closing of the transaction resulting in a Change in Control. NGC agrees to
      promptly inform any purchasing company or shareholder of this obligation prior
      to the closing of the transaction.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    For
      purpose of this Credit Facility, a “Change in Control” of NGC shall mean and
      shall be deemed to have occurred if:

    


    1. A
      sale,
      transfer, or other disposition by NGC through a single transaction or a series
      of transactions of securities of NGC representing Beneficial Ownership (as
      defined below) of fifty (50%) percent or more of the combined voting power
      of
      NGC's then outstanding securities to any “Unrelated Person” or “Unrelated
      Persons” acting in concert with one another. For purposes of this definition,
      the term “Person” shall mean and include any individual, partnership, joint
      venture, association, trust corporation, or other entity [including a “group” as
      referred to in Section 13(d)(3) of the Securities Exchange Act of 1934, as
      amended (“1934 Act”)]. For purposes of this definition, the term “Unrelated
      Person” shall mean and include any Person other than the Holder, NGC, a
      wholly-owned subsidiary of NGC, or an employee benefit plan of NGC; provided
      however, a sale to underwriters in connection with a public offering of NGC's
      securities pursuant to a firm commitment shall not be a Change of
      Control.

    


    2. A
      sale,
      transfer, or other disposition through a single transaction or a series of
      transactions of all or substantially all of the assets of NGC to an Unrelated
      Person or Unrelated Persons acting in concert with one another.

    


    3. A
      change
      in the ownership of NGC through a single transaction or a series of transactions
      such that any Unrelated Person or Unrelated Persons acting in concert with
      one
      another become the “Beneficial Owner,” directly or indirectly, of securities of
      NGC representing at least fifty (50%) percent of the combined voting power
      of
      NGC's then outstanding securities. For purposes of this Credit Facility, the
      term “Beneficial Owner” shall have the same meaning as given to that term in
      Rule 13d-3 promulgated under the 1934 Act, provided that any pledgee of voting
      securities is not deemed to be the Beneficial Owner of the securities prior
      to
      its acquisition of voting rights with respect to the securities.

    


    4. Any
      consolidation or merger of NGC with or into an Unrelated Person, unless
      immediately after the consolidation or merger the holders of the common stock
      of
      NGC immediately prior to the consolidation or merger are the beneficial owners
      of securities of the surviving corporation representing at least fifty (50%)
      percent of the combined voting power of the surviving corporation's then
      outstanding securities.

    


    P. Limitation
      on Use of Credit Facility Proceeds. NGC
      may
      use the proceeds from this Credit Facility for any legitimate business purpose.
      However, NGC agrees and understands that it may not use any of the loan proceeds
      from this Credit Facility to fund litigation or arbitration against Lender
      or to
      defend against litigation or arbitration instituted against NGC by
      Lender.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    Q. Prepayment. NGC
      may
      prepay without any penalty any of the principal or accrued interest drawn
      through this Credit Facility at any time and from time to time. In the event
      NGC
      prepays under this Credit Facility, the prepayment shall first be applied to
      costs, fees, and other charges (if any) under this Credit Facility and/or the
      terms of any Note or Security Instrument issued pursuant to this Credit
      Facility, then to interest and then to the principal amount outstanding. If
      NGC
      pays any principal amount outstanding prior to the Maturity Date, the payment
      shall not prevent NGC from drawing up to the maximum amount available under
      the
      terms of this Credit Facility after the payment is received by Lender. Because
      this Credit Facility is a revolving credit facility, NGC shall be able to draw
      any amounts of at least $250,000.00 from Lender freely and without any objection
      from her during the term of this Credit Facility (i) as long as NGC does not
      attempt to draw an amount that would cause NGC's total outstanding indebtedness
      to Lender under the Note, this Credit Facility, and any other indebtedness
      between the Parties to exceed $55,000,000.00, and/or (ii) as long as NGC is
      not
      in Default, and/or (iii) any draw request comports with all other requirements
      for a draw under the terms of this Credit Facility.

    


    R. Usury
      Savings Clause.
      The
      Parties to this Credit Facility intend to comply with the usury laws applicable
      to this Credit Facility. Accordingly, the Parties agree that no provision in
      this Credit Facility or in any related documents (if any) shall require or
      permit the collection of interest in excess of the maximum rate permitted by
      law. If any excess interest is provided for or contracted for in this Credit
      Facility, or charged to NGC or any other person responsible for payment, or
      received by Lender, or if any excess interest is adjudicated to be provided
      for
      or contracted for under this Credit Facility or adjudicated to be received
      by
      Lender or her heirs, successors, or assigns, then the Parties expressly
      agree
      that
      this Section shall govern and control and that neither NGC nor any other party
      liable for payment of the Credit Facility shall be obligated to pay the amount
      of excess interest. In the event that it is finally determined by a court of
      competent jurisdiction that the effective rate of interest charged NGC under
      the
      terms of this Credit Facility would violate any applicable usury law, then
      the
      rate of interest shall be construed as being the maximum rate permissible under
      law up to the rates stated within this Credit Facility. Any excess interest
      that
      may have been collected shall be, at Lender's option, either applied as credit
      against any unpaid principal amount due or refunded to NGC. The effective rate
      of interest shall be automatically subject to reduction to the maximum lawful
      contract rate allowed under the usury laws of the State of Texas as they are
      now
      or subsequently construed by the courts of the State of Texas.

    


    S. Formalities
      Fixing Liability. NGC,
      by its signature below, waives demand, presentment for payment, notice of
      protest, notice of intent to accelerate, notice of acceleration, dishonor,
      and
      any and all other statutory or common law formalities necessary to fix liability
      under this Credit Facility or required as a condition precedent to filing of
      any
      action at law, equity, or otherwise, except as specifically provided in this
      Credit Facility.

    


    III.
      Miscellaneous
      Provisions

    


    A. Further
      Assurances.
      NGC
      agrees to execute all other documents and instruments reasonably requested
      by
      Lender or her attorney to effectuate the intent of this Credit Facility upon
      written request by Lender or her attorney after the date of this
      Agreement.

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    B. Waiver.
      In the
      event of a Default as defined in Section II(K) above or in the 1/06 SA, NGC
      (a)
      waives presentment for payment, notice of protest, notice of intent to
      accelerate, notice of acceleration, and all other notices, filing of suit,
      and
      diligence in collecting this Credit Facility or enforcing any other security
      with respect to this Credit Facility, although Lender agrees that she must
      comply with all UCC requirements for sale of collateral except as expressly
      agreed in this Credit Facility or in the 1/06 SA; (b) agrees to any
      substitution, surrender, subordination, waiver, modification, change, exchange,
      or release of any security or the release of the liability of any Parties
      primarily or secondarily liable on this Credit Facility; and (c) consents to
      any
      extension or postponement of time for payment of this Credit Facility and to
      any
      other indulgence with respect to this Credit Facility without notice. No failure
      or delay on the part of Lender in exercising any of her rights, powers, or
      privileges under this Credit Facility shall operate as a waiver of that right,
      power, or privilege.

    


    C. Amendment
      or Modification.
      This
      Credit Facility may not be modified or amended in any way unless the
      modification or amendment is in writing and is signed by all Parties. Any
      document purporting to amend or modify this Credit Facility shall be of no
      force
      or effect unless the document expressly states that it is intended to amend
      or
      modify the Credit Facility and it is signed by all Parties to this Credit
      Facility.

    


    D. Attorneys'
      Fees and Costs of Litigation.
      If all
      monies due and owing under this Credit Facility are not paid in full at
      maturity, regardless of how the maturity may be brought about, or if, after
      an
      Event of Default, this Credit Facility is collected or attempted to be collected
      through the initiation or prosecution of any suit or through any probate,
      bankruptcy, or any other judicial proceedings, or is placed in the hands of
      an
      attorney for collection, NGC shall pay, in addition to all other amounts owing
      under this Credit Facility, all actual expenses of collection, all court costs,
      and actual attorney's fees incurred by Lender upon demand for payment by Lender
      or her attorney.

    


    E. Authority.
      NGC
      represents that it has full power, authority, and legal right to execute and
      deliver this Credit Facility and the 1/06 SA, and that this Credit Facility
      and
      the 1/06 SA constitute valid and binding obligations of NGC. BHG represents
      that
      it has full power, authority, and legal right to execute and deliver the 1/06
      SA
      and the 1/06 SA constitutes a valid and binding obligation of BHG.

    


    F. Governing
      Law and Venue. This
      Credit Facility and the rights and obligations of the Parties under this Credit
      Facility shall be governed by the laws of the United States of America and
      by
      the laws of the State of Texas, and is performable in Montgomery County, Texas.
      Chapter 346 of the Texas Finance Code does not apply to this Credit Facility.
      Any action brought to enforce the terms of this Credit Facility or of any Note
      or Security Instrument executed pursuant to this Credit Facility, if brought
      by
      NGC, shall be brought in a District Court sitting in Montgomery County only,
      and, if brought by Lender, may be brought in any District Court sitting in
      Montgomery County or in any other court of her choosing have personal and
      subject matter jurisdiction to adjudicate the suit as filed.

    


    G. Business
      Day. 
      If any
      action is required or permitted to be taken under this Credit Facility on a
      Sunday, legal holiday, or other day on which banking institutions in the State
      of Texas are authorized or required to close, the action shall be taken on
      the
immediately
      preceding
      business day,
      and, to
      the extent applicable, interest on the unpaid principal balance shall continue
      to accrue at the applicable rate.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    H. Notices.
      Any and
      all notices or communications related in any way to this Agreement may be given
      by certified mail with return receipt requested, by receipted courier, by
      overnight delivery service, or by hand delivery and sent to the persons at
      the
      addresses set forth for each party below, or they may be given by facsimile
      transmission or by e-mail transmission if the intended recipient has
      affirmatively stated that notice may be delivered by facsimile or e-mail and
      the
      intended recipient has provided a valid facsimile number and/or e-mail address.
      Any notice delivered by facsimile or e-mail sent or for which a return receipt
      is received at any time before 5:00 p.m. on a business day shall be deemed
      to be
      delivered on that date. Any facsimile or e-mail notice not received by 5:00
      p.m.
      on a business day shall be deemed to be received on the first following business
      day.

    

      
        	
                Notices
                  to NGC:

              	
                with
                  a copy sent contemporaneously to:

              
	 	 
	
                H.
                  Thomas Winn, President

              	
                Larry
                  Heinkel, General Counsel

              
	
                Nevada
                  Gold & Casinos, Inc.

              	
                Nevada
                  Gold & Casinos, Inc.

              
	
                3040
                  Post Oak Blvd., Suite 675

              	
                3040
                  Post Oak Blvd., Suite 675

              
	
                Houston,
                  Texas 77056-6588

              	
                Houston,
                  Texas 77056-6588

              
	
                Facsimile
                  number: (713) 621-6919

              	
                Facsimile
                  number: (713) 621-6919

              
	
                E-mail
                  address: twinn@nevadagold.com

              	
                E-mail
                  address: lheinkel@nevadagold.com

              
	
                Notice
                  may be delivered by facsimile or

              	
                Notice
                  may be delivered by facsimile or

              
	
                e-mail
                  with proof of receipt.

              	
                e-mail
                  with proof of receipt.

              


      

    

    


    Notices
      to Lender:

    


    *

    


    with
      copies sent contemporaneously to:

    


    *

    


    NGC
      understands and agrees that any notice given or attempted to be given by it
      to
      Lender is not effective unless the notice was contemporaneously
      provided
      to all other persons identified above or subsequently identified to NGC by
      Lender and shall be deemed to have been given to Lender upon providing notice
      to
      * and * as set forth above. Any of the above contact information or designated
      representatives for the purpose of notice may be changed by a party or an
      authorized representative of a party providing written notice in the manner
      set
      forth above to the other party, and the new contact information or
      representative will then become effective. For all purposes under this Credit
      Facility, any notice given by * or *or other any other legal counsel or
      financial advisor designated by Lender) on behalf of Lender shall constitute
      notice by Lender.

    


    I. Non-Assignability;
      Binding Effect.
      NGC may
      not assign any of its rights or remedies under this Credit Facility to any
      other
      person or entity without the express written consent of Lender. Lender may
      assign any of her rights or remedies under this Credit Facility to any other
      person or entity at any time and for any reason, and the consent of NGC shall
      not be required for any assignment to be effective. This Credit Facility and
      the
      terms, covenants, conditions, provisions, obligations, undertakings, rights,
      and
      benefits of it shall be binding upon and shall inure to the benefit of the
      Parties executing this Agreement and their respective heirs, successors, and
      allowed assigns.

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    J. Provisions
      are Several.
      Each
      part of this Credit Facility is intended to be several. If any term, covenant,
      condition, or provision of this Credit Facility is determined by a court of
      competent jurisdiction to be illegal, invalid, or unenforceable for any reason
      whatsoever, the illegality, invalidity, or unenforceability shall not affect
      the
      legality, validity, or enforceability of the remaining parts of this Agreement,
      and all remaining parts shall be legal, valid, and enforceable and have full
      force and effect as if the illegal, invalid, and/or unenforceable part had
      not
      been included. If any term, covenant, condition, or provision of this Credit
      Facility is illegal, invalid, or unenforceable, an interpretation, all
      controversies, presumptions or interpretations which may be made in a manner
      protective of the rights and secured status of Lender shall be so
      interpreted.

    


    K. Incorporation
      of Other Documents; Final Integration.
      The
      Parties agree that (1) the January 2006 Security Agreement dated January 19,
      2006; (2) the Schedule of Collateral, Notes, Security Interests, and Membership
      Interests attached to the January 2006 Security Agreement; (3) any and all
      Notes
      or Security Instruments issued pursuant to this Credit Facility; (4) the
      multiple Commercial Pledge Agreements; (5) the multiple Guarantees; and (6)
      the
      multiple Collateral Assignments of Notes, Security Interests, and Membership
      Interests dated January 19, 2006, are all incorporated by reference in this
      Credit Facility for all purposes as if fully set forth at length, and that
      these
      documents are collectively referred to as the “Credit Facility Documents.” The
      Credit Facility Documents are the final integration of the complete agreement
      between the Parties regarding the grant of a Credit Facility by Lender to NGC.
      All prior agreements, representations, negotiations, and offers are merged
      into
      the terms of the Credit Facility Documents, although no preexisting rights
      or
      remedies of Lender, including but not limited to perfection of security
      interests in any Collateral, under the June 29, 2004, Credit Facility and
      Amended and Restated Security Agreement are intended to be extinguished by
      the
      merger of the Credit Facility Documents. The Credit Facility Documents
      completely express the entirety of the agreement between the
      Parties.

    


    Dated
      the
      19th day of January, 2006.

    


    Maker:

    


    Nevada
      Gold & Casinos, Inc.

    


    


    
      	By:  	                                                                       
              
	 	H. Thomas Winn,
              Chief Executive Officer


    

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    Holder:

     

                                                                           
      

    *

    


    Agreed
      and acknowledged solely for the collateral pledged as security in Section
      II(I)(2) through (5) above and all other provisions related to that
      collateral:

    


    Black
      Hawk Gold, Ltd.

     

    
      	By:  	                                                                       
              
	 	H. Thomas Winn,
              President


    

     

     

    
      
         

      

      
        18