Warrant
Certificate No. ___

    


    [For Reg. D Purchasers —
NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.]

    


    [Or]

    


    [For Reg. S Purchasers — THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES REPRESENTED THIS
CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR,
DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE ONLY
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.]

    


    
      	
              Effective
      Date: ___________, 2010

            	
              Void
      After: __________, 2015

            


    

    


    NEVADA
GOLD HOLDINGS, INC

    


    WARRANT
TO PURCHASE COMMON STOCK

    


    Nevada
Gold Holdings, Inc., a Delaware corporation (the “Company”), for value received
on _________ __, 2010 (the “Effective Date”), hereby
issues to _____________ (the “Holder”) this Warrant (the
“Warrant”) to purchase,
____________________ (__________) shares (each such share as from time to time
adjusted as hereinafter provided being a “Warrant Share” and all such
shares being the “Warrant
Shares”) of the Company’s Common Stock (as defined below), at the
Exercise Price (as defined below), as adjusted from time to time as provided
herein, on or before ___________, 2015 (the “Expiration Date”), all subject
to the following terms and conditions. Unless otherwise defined in this Warrant,
terms appearing in initial capitalized form shall have the meaning ascribed to
them in that certain Subscription Agreement between the Company and the
purchaser signatory thereto pursuant to which this Warrant was issued (the
“Subscription
Agreement”).  This Warrant is one of a series of Warrants
issued in accordance with the terms of the Offering (collectively, the “Warrants”) to the Holder and
the other investors in the Offering (collectively, the “Holders”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    As used
in this Warrant, (i) “Business
Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in the City of New York, New York, are authorized or required
by law or executive order to close; (ii) “Common Stock” means the common
stock of the Company, par value $0.001 per share, including any securities
issued or issuable with respect thereto or into which or for which such shares
may be exchanged for, or converted into, pursuant to any stock dividend, stock
split, stock combination, recapitalization, reclassification, reorganization or
other similar event; (iii) “Exercise Price” means $0.10
per share of Common Stock, subject to adjustment as provided herein; (iv) “Trading Day” means any day on
which the Common Stock is traded on the primary national or regional stock
exchange on which the Common Stock is listed, or if not so listed, the OTC
Bulletin Board, if quoted thereon, is open for the transaction of business;
and (v) “Affiliate”
means any person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, a
person, as such terms are used and construed in Rule 144 promulgated under the
Securities Act of 1933, as amended (the “Securities Act”).

    


    
      	
              1.

            	
              DURATION
      AND EXERCISE OF WARRANTS

            


    

    


    (a)         Exercise
Period.  The Holder may exercise this Warrant in whole or in
part on any Business Day on or before 5:00 P.M., Eastern Time, on the Expiration
Date, at which time this Warrant shall become void and of no value.

    


    
      (b)       
 Exercise
Procedures.

    

    


    (i)           While
this Warrant remains outstanding and exercisable in accordance with Section
1(a), in addition to the manner set forth in Section 1(b)(ii) below, the Holder
may exercise this Warrant in whole or in part at any time and from time to time
by:

    


    (A)          delivery
to the Company of a duly completed and executed copy of the notice of exercise
attached as Exhibit A
(the “Notice of
Exercise”);

    


    (B)           surrender
of this Warrant to the Secretary of the Company at its principal offices or at
such other office or agency as the Company may specify in writing to the Holder;
and

    


    (C)           payment
of the then-applicable Exercise Price per share multiplied by the number of
Warrant Shares being purchased upon exercise of the Warrant (such amount, the
“Aggregate Exercise
Price”) made in the form of cash, or by certified check, wire transfer,
bank draft or money order payable in lawful money of the United States of
America.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    (ii)          While
this Warrant remains outstanding and exercisable in accordance with Section
1(a), in addition to the manner set forth in Section 1(b)(i), the Holder
may, during any Registration Default Period (as defined the Registration Rights
Agreement entered into in connection with the Offering), exercise all or any
part of the Warrant in a “cashless” or “net-issue” exercise (a “Cashless Exercise”) by
delivering to the Company (1) the Notice of Exercise and (2) the original
Warrant, pursuant to which the Holder shall surrender the right to receive upon
exercise of this Warrant, a number of Warrant Shares having a value (as
determined below) equal to the Aggregate Exercise Price, in which case, the
number of Warrant Shares to be issued to the Holder upon such exercise shall be
calculated using the following formula:

    


    
      
        
          
            
              
                
                  
                    	
                            X

                          	
                            =     

                          	
                            Y * (A - B)

                          
	 
      	 
      	
                            A

                          


                  

                

              

            

          

        

      

    

    


    
      	 	
              with:

            	
              X
      =

            	
              the
      number of Warrant Shares to be issued to the
  Holder

            


    

    


    
      
        	
              	
                Y
      =

              	
                the
      number of Warrant Shares with respect to which the Warrant is being
      exercised

              


      

    

    


    
      
        	
              	
                A
      =

              	
                the
      fair market value per share of Common Stock on the date of exercise of
      this Warrant

              


      

    

    


    
      	
            	
              B
      =

            	
              the
      then-current Exercise Price of the
Warrant

            


    

    


    Solely
for the purposes of this paragraph, “fair market value” per share of Common
Stock shall mean (A) the average of the closing sales prices, as quoted on the
primary national or regional stock exchange on which the Common Stock is listed,
or, if not listed, the OTC Bulletin Board if quoted thereon, on the twenty (20)
trading days immediately preceding the date on which the Notice of Exercise is
deemed to have been sent to the Company, or (B) if the Common Stock is not
publicly traded as set forth above, as reasonably and in good faith determined
by the Board of Directors of the Company as of the date which the Notice of
Exercise is deemed to have been sent to the Company.

    


    (iii)         Upon
the exercise of this Warrant in compliance with the provisions of this Section
1(b), and except as limited pursuant to Section 1(b)(iv), the Company shall
promptly issue and cause to be delivered to the Holder a certificate for the
Warrant Shares purchased by the Holder.  Each exercise of this Warrant
shall be effective immediately prior to the close of business on the date (the
“Date of Exercise”) that the conditions set
forth in Section 1(b) have been satisfied, as the case may be.  On the
first Business Day following the date on which the Company has received each of
this original Warrant, the Notice of Exercise and the Aggregate Exercise Price
(or this original Warrant and notice of a Cashless Exercise in accordance with
Section 1(b)(ii)) (the “Exercise Delivery Documents”),
the Company shall transmit an acknowledgment of receipt of the Exercise Delivery
Documents to the Company’s transfer agent (the “Transfer Agent”). On or before
the fifth Business Day following the date on which the Company has received all
of the Exercise Delivery Documents (the “Share Delivery Date”), the
Company shall (X) provided that the Transfer Agent is participating in The
Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder, credit such
aggregate number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with
DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the
Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and dispatch by overnight courier to the address as
specified in the Notice of Exercise, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder is entitled pursuant to such
exercise.  Upon delivery of the Exercise Delivery Documents, the
Holder shall be deemed for all corporate purposes to have become the holder of
record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the certificates evidencing
such Warrant Shares.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    (iv)        Notwithstanding
the foregoing provisions of this Section 1(b), the Holder may not exercise this
Warrant if and to the extent that such exercise would require the Company to
issue a number of shares of Common Stock in excess of its authorized but
unissued shares of Common Stock, less all amounts of Common Stock that have been
reserved for issue upon the conversion of all outstanding securities convertible
into shares of Common Stock and the exercise of all outstanding options,
warrants and other rights exercisable for shares of Common Stock.  If
the Company does not have the requisite number of authorized but unissued shares
of Common Stock to permit the Holder to exercise this Warrant, then the Company
shall use commercially reasonable efforts to obtain the necessary stockholder
consent to increase the authorized number of shares of Common Stock to permit
such Holder to exercise this Warrant pursuant to Section 1(b)(i).

    


    (v)         If
the Company shall fail for any reason or for no reason to issue to the Holder,
within five (5) Business Days of receipt of the Exercise Delivery Documents, a
certificate for the number of shares of Common Stock to which the Holder is
entitled and register such shares of Common Stock on the Company’s share
register or to credit the Holder’s balance account with DTC for such number of
shares of Common Stock to which the Holder is entitled upon the Holder’s
exercise of this Warrant, and if on or after such Business Day the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of shares of Common Stock
issuable upon such exercise that the Holder anticipated receiving from the
Company (a “Buy-In”),
then the Company shall, within five (5) Business Days after the Holder’s request
and in the Holder’s discretion, either (i) pay cash to the Holder in an amount
equal to the Holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point
the Company’s obligation to deliver such certificate (and to issue such shares
of Common Stock) shall terminate, or (ii) promptly honor its obligation to
deliver to the Holder a certificate or certificates representing such shares of
Common Stock and pay cash to the Holder in an amount equal to the excess (if
any) of the Buy-In Price over the product of (A) such number of shares of Common
Stock, times (B) the closing bid price on the date of exercise.


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    (c)         Partial Exercise.  This
Warrant shall be exercisable, either in its entirety or, from time to time, for
part only of the number of Warrant Shares referenced by this Warrant; provided,
that any such partial exercise must be for an integral number of Warrant Shares.
If this Warrant is exercised in part, the Company shall issue, at its expense, a
new Warrant, in substantially the form of this Warrant, referencing such reduced
number of Warrant Shares that remain subject to this Warrant.

    


    (d)         Limitations on
Exercises. Notwithstanding anything to the contrary contained in this
Warrant, this Warrant shall not be exercisable by the Holder hereof to the
extent (but only to the extent) that such exercise would cause the Holder or any
of its affiliates which is not, prior to such exercise, already a beneficial
owner of greater than 4.9% (the “Maximum Percentage”) of the Company’s
outstanding Common Stock to beneficially own in excess of the Maximum Percentage
thereof; provided,
however, that the Holder may waive this Section 1(d) and/or increase the
Maximum Percentage to some other amount upon at least sixty-one (61) days prior
written notice to the Company.  For the purposes of this paragraph,
beneficial ownership and all determinations and calculations (including, without
limitation, with respect to calculations of percentage ownership) shall be
determined in accordance with Section 13(d) of the 1934 Act (as defined in the
Securities Purchase Agreement) and the rules and regulations promulgated
thereunder.  The limitations contained in this paragraph shall apply to a
successor Holder of this Warrant.

    


    (e)         Disputes.  In
the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall promptly issue
to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 15.

    


    
      	
              2.

            	
              ISSUANCE
      OF WARRANT SHARES

            


    

    


    (a)         The
Company covenants that all Warrant Shares will, upon issuance in accordance with
the terms of this Warrant, be (i) duly authorized, fully paid and
non-assessable, and (ii) free from all liens, charges and security interests,
with the exception of claims arising through the acts or omissions of any Holder
and except as arising from applicable Federal and state securities
laws.

    


    (b)         The
Company shall register this Warrant upon records to be maintained by the Company
for that purpose in the name of the record holder of such Warrant from time to
time. The Company may deem and treat the registered Holder of this Warrant as
the absolute owner thereof for the purpose of any exercise thereof, any
distribution to the Holder thereof and for all other purposes.

    


    (c)         The
Company will not, by amendment of its articles of incorporation, by-laws or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all action necessary or appropriate in order to protect the rights of
the Holder to exercise this Warrant, or against impairment of such
rights.


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              ADJUSTMENTS
      OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT
  SHARES

            


    

    


    (a)         The
Exercise Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 3(a); provided, that
notwithstanding the provisions of this Section 3, the Company shall not be
required to make any adjustment if and to the extent that such adjustment would
require the Company to issue a number of shares of Common Stock in excess of its
authorized but unissued shares of Common Stock, less all amounts of Common Stock
that have been reserved for issue upon the conversion of all outstanding
securities convertible into shares of Common Stock and the exercise of all
outstanding options, warrants and other rights exercisable for shares of Common
Stock.  If the Company does not have the requisite number of
authorized but unissued shares of Common Stock to make any adjustment, the
Company shall use its commercially reasonable efforts to obtain the necessary
stockholder consent to increase the authorized number of shares of Common Stock
to make such an adjustment pursuant to this Section 3(a).

    


    (i)           Subdivision or Combination
of Stock. In case the Company shall at any time subdivide (whether by way
of stock dividend, stock split or otherwise) its outstanding shares of Common
Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced and the number
of Warrant Shares shall be proportionately increased, and conversely, in
case the outstanding shares of Common Stock of the Company shall be combined
(whether by way of stock combination, reverse stock split or otherwise) into a
smaller number of shares, the Exercise Price in effect immediately prior to
such combination shall be proportionately increased and the number of Warrant
Shares shall be proportionately decreased.  The Exercise Price and the
Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described in this Section
3(a)(i).

    


    (ii)          Dividends in Stock,
Property, Reclassification. If at any time, or from time to time, the
holders of Common Stock (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received or become
entitled to receive, without payment therefore:

    


    (A)          any
shares of stock or other securities that are at any time directly or indirectly
convertible into or exchangeable for Common Stock, or any rights or options to
subscribe for, purchase or otherwise acquire any of the foregoing by way of
dividend or other distribution, or

    


    (B)           additional
stock or other securities or property (including cash) by way of spin-off,
split-up, reclassification, combination of shares or similar corporate
rearrangement (other than shares of Common Stock issued as a stock split or
adjustments in respect of which shall be covered by the terms of Section 3(a)(i)
above),


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    then and
in each such case, the Exercise Price and the number of Warrant Shares to be
obtained upon exercise of this Warrant shall be adjusted proportionately, and
the Holder hereof shall, upon the exercise of this Warrant, be entitled to
receive, in addition to the number of shares of Common Stock receivable
thereupon, and without payment of any additional consideration therefor, the
amount of stock and other securities and property (including cash in the cases
referred to above) that such Holder would hold on the date of such exercise had
such Holder been the holder of record of such Common Stock as of the date on
which holders of Common Stock received or became entitled to receive such shares
or all other additional stock and other securities and property.  The
Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted in
the same manner upon the happening of any successive event or events described
in this Section 3(a)(ii).

    


    (iii)         Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization,
reclassification or reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation, or the sale of
all or substantially all of its assets or other transaction shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities or other assets or property (an “Organic Change”), then lawful
and adequate provisions shall be made by the Company whereby the Holder hereof
shall thereafter have the right to purchase and receive (in lieu of the shares
of the Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented by this Warrant) such
shares of stock, securities or other assets or property as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such stock immediately
theretofore purchasable and receivable assuming the full exercise of the rights
represented by this Warrant. In the event of any Organic Change, appropriate
provision shall be made by the Company with respect to the rights and interests
of the Holder of this Warrant to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Exercise Price and of the
number of shares purchasable and receivable upon the exercise of this Warrant)
shall thereafter be applicable, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof. To the extent
necessary to effect the foregoing provisions, the successor corporation (if
other than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume by written instrument reasonably
satisfactory in form and substance to the Holder executed and mailed or
delivered to the registered Holder hereof at the last address of such Holder
appearing on the books of the Company, the obligation to deliver to such Holder
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase. If there is an Organic
Change, then the Company shall cause to be mailed to the Holder at its last
address as it shall appear on the books and records of the Company, at least 10
calendar days before the effective date of the Organic Change, a notice stating
the date on which such Organic Change is expected to become effective or close,
and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares for securities, cash, or other
property delivered upon such Organic Change; provided, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice.  The Holder is entitled to exercise this Warrant
during the 10-day period commencing on the date of such notice to the effective
date of the event triggering such notice.  In any event, the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall be
deemed to assume such obligation to deliver to such Holder such shares of stock,
securities or assets even in the absence of a written instrument assuming such
obligation to the extent such assumption occurs by operation of
law.


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    (b)         Certificate as to
Adjustments. Upon the occurrence of each adjustment or readjustment
pursuant to this Section 3, the Company at its expense shall promptly compute
such adjustment or readjustment in accordance with the terms hereof and furnish
to each Holder of this Warrant a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Company shall promptly furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; and (ii) the number of shares and the amount, if any, of
other property which at the time would be received upon the exercise of the
Warrant.

    


    (c)         Certain Events. If
any event occurs as to which the other provisions of this Section 3 are not
strictly applicable but the lack of any adjustment would not fairly protect the
purchase rights of the Holder under this Warrant in accordance with the basic
intent and principles of such provisions, or if strictly applicable would not
fairly protect the purchase rights of the Holder under this Warrant in
accordance with the basic intent and principles of such provisions, then
the Company's Board of Directors will, in good faith and subject to applicable
law, make an appropriate adjustment to protect the rights of the Holder; provided, that no
such adjustment pursuant to this Section 3(c) will increase the Exercise Price
or decrease the number of Warrant Shares as otherwise determined pursuant to
this Section 3.

    


    (d)         Adjustment of Exercise Price
Upon Issuance of Additional Shares of Common Stock.  In the
event the Company shall at any time prior to the Expiration Date issue
Additional Shares of Common Stock, as defined below, without consideration or
for a consideration per share less than the Exercise Price in effect immediately
prior to such issue, then the Exercise Price shall be reduced, concurrently with
such issue, to a price (calculated to the nearest cent) determined by
multiplying such Exercise Price by a fraction, (A) the numerator of which shall
be (1) the number of shares of Common Stock outstanding immediately prior to
such issue plus (2) the number of shares of Common Stock which the aggregate
consideration received or to be received by the Company for the total number of
Additional Shares of Common Stock so issued would purchase at such Exercise
Price; and (B) the denominator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issue plus the number of such
Additional Shares of Common Stock so issued; provided that, (i)
for the purpose of this Section 3(d), all shares of Common Stock issuable upon
conversion or exchange of convertible securities outstanding immediately prior
to such issue shall be deemed to be outstanding, and (ii) the number of shares
of Common Stock deemed issuable upon conversion or exchange of such outstanding
convertible securities shall be determined without giving effect to any
adjustments to the conversion or exchange price or conversion or exchange rate
of such convertible securities resulting from the issuance of Additional Shares
of Common Stock that is the subject of this calculation.  For purposes
of this Warrant, “Additional Shares of Common Stock” shall mean all shares of
Common Stock issued by the Company after the Effective Date (including without
limitation any shares of Common Stock issuable upon conversion or exchange of
any convertible securities or upon exercise of any option or warrant, on an
as-converted basis), other than: (i) shares of Common Stock issued or
issuable upon conversion or exchange of any convertible securities or exercise
of any options outstanding on the Effective Date; (ii) shares of Common Stock
issued or issuable upon conversion of the warrants issued in connection with the
Offering; (iii) shares of Common Stock issued or issuable by reason of a
dividend, stock split, split-up or other distribution on shares of Common Stock
that is covered by Sections 3(a)(i) through 3(a)(iii) above; (iv) shares of
Common Stock issued in a registered public offering under the Securities Act;
(v) shares of Common Stock issued or issuable pursuant to the acquisition of
another corporation by the Corporation by merger, purchase of substantially all
of the assets or other reorganization or to a joint venture agreement; or
(vi) shares of Common Stock issued or issuable to officers, directors and
employees of, or consultants to, the Company pursuant to stock grants, option
plans, purchase plans or other employee stock incentive programs or arrangements
approved by the Board of Directors, or upon exercise of options or warrants
granted to such parties pursuant to any such plan or arrangement.  The
provisions of this Section 3(d) shall not operate to increase the Exercise
Price.  Whenever the Exercise Price is adjusted pursuant to this
Section 3(d), the number of shares of Common Stock issuable upon exercise of
this Warrant shall be inversely proportionally adjusted such that the aggregate
Exercise Price of this Warrant remains equal immediately before and after any
such adjustment.


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              TRANSFERS
      AND EXCHANGES OF WARRANT AND WARRANT
SHARES

            


    

    


    (a)         Registration of Transfers and
Exchanges. Subject to Section 4(c), upon the Holder’s surrender of this
Warrant, with a duly executed copy of the Form of Assignment attached as Exhibit B, to the Secretary of
the Company at its principal offices or at such other office or agency as the
Company may specify in writing to the Holder, the Company shall register the
transfer of all or any portion of this Warrant. Upon such registration of
transfer, the Company shall issue a new Warrant, in substantially the form of
this Warrant, evidencing the acquisition rights transferred to the transferee
and a new Warrant, in similar form, evidencing the remaining acquisition rights
not transferred, to the Holder requesting the transfer.

    


    (b)         Warrant Exchangeable for
Different Denominations. The Holder may exchange this Warrant for a new
Warrant or Warrants, in substantially the form of this Warrant, evidencing in
the aggregate the right to purchase the number of Warrant Shares, which may then
be purchased hereunder, each of such new Warrants to be dated the date of such
exchange and to represent the right to purchase such number of Warrant Shares as
shall be designated by the Holder. The Holder shall surrender this Warrant with
duly executed instructions regarding such re-certification of this Warrant to
the Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Holder.

    


    (c)         Restrictions on
Transfers. This Warrant may not be transferred at any time without (i)
registration under the Securities Act or (ii) an exemption from such
registration and a written opinion of legal counsel addressed to the Company
that the proposed transfer of the Warrant may be effected without registration
under the Securities Act, which opinion will be in form and from counsel
reasonably satisfactory to the Company.

    


    (d)         Permitted Transfers and
Assignments.  Notwithstanding any provision to the contrary in
this Section 4, the Holder may transfer, with or without consideration, this
Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s
Affiliates (as such term is defined under Rule 144 of the Securities Act)
without obtaining the opinion from counsel that may be required by Section
4(c)(ii), provided, that the
Holder delivers to the Company and its counsel certification, documentation, and
other assurances reasonably required by the Company’s counsel to enable the
Company’s counsel to render an opinion to the Company’s Transfer Agent that such
transfer does not violate applicable securities laws.


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              MUTILATED
      OR MISSING WARRANT CERTIFICATE

            


    

    


    If this
Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the
Company will, at its expense, issue, in exchange for and upon cancellation of
the mutilated Warrant, or in substitution for the lost, stolen or destroyed
Warrant, a new Warrant, in substantially the form of this Warrant, representing
the right to acquire the equivalent number of Warrant Shares; provided, that, as a
prerequisite to the issuance of a substitute Warrant, the Company may require
satisfactory evidence of loss, theft or destruction as well as an indemnity from
the Holder of a lost, stolen or destroyed Warrant.

    


    
      	
              6.

            	
              PAYMENT
      OF TAXES

            


    

    


    The
Company will pay all transfer and stock issuance taxes attributable to the
preparation, issuance and delivery of this Warrant and the Warrant Shares (and
replacement Warrants) including, without limitation, all documentary and stamp
taxes; provided, however, that the
Company shall not be required to pay any tax in respect of the transfer of this
Warrant, or the issuance or delivery of certificates for Warrant Shares or other
securities in respect of the Warrant Shares to any person or entity other than
to the Holder.

    


    
      	
              7.

            	
              FRACTIONAL
      WARRANT SHARES

            


    

    


    No
fractional Warrant Shares shall be issued upon exercise of this Warrant. Upon
the full exercise of this Warrant, the Company, in lieu of issuing any
fractional Warrant Share, shall round up the number of Warrant Shares issuable
to nearest whole share.

    


    
      	
              8.

            	
              NO
      STOCK RIGHTS AND LEGEND

            


    

    


    No holder
of this Warrant, as such, shall be entitled to vote or be deemed the holder of
any other securities of the Company that may at any time be issuable on the
exercise hereof, nor shall anything contained herein be construed to confer upon
the holder of this Warrant, as such, the rights of a stockholder of the Company
or the right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or give or withhold consent to any
corporate action or to receive notice of meetings or other actions affecting
stockholders (except as provided herein), or to receive dividends or
subscription rights or otherwise (except as provide herein).

    


    Each
certificate for Warrant Shares initially issued upon the exercise of this
Warrant, and each certificate for Warrant Shares issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with
a legend in substantially the following form:


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    


    [For Reg D
purchasers:

    “THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH  RESPECT THERETO
IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN
EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR   APPLICABLE STATE SECURITIES LAWS.”]

    


    [Or]

    


    [For Reg. S
purchasers:

    “THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT.”]

    


    
      	
              9.

            	
              RESERVED

            


    

    


    
      	
              10.

            	
              NOTICES

            


    

    


               All
notices, consents, waivers, and other communications under this Warrant must be
in writing and will be deemed given to a party when (a) delivered to the
appropriate address by hand or by nationally recognized overnight courier
service (costs prepaid); (b) sent by facsimile or e-mail with confirmation of
transmission by the transmitting equipment; (c) received or rejected by the
addressee, if sent by certified mail, return receipt requested, if to the
registered Holder hereof; or (d) seven days after the placement of the notice
into the mails (first class postage prepaid), to the Holder at the address,
facsimile number, or e-mail address furnished by the registered Holder to the
Company in accordance with the Subscription Agreement by and between the Company
and the Holder or, if the registered Holder is not the original purchaser of
this Warrant, then as provided in the Form of Assignment delivered to the
Company pursuant to Section 4(a) in connection with the assignment of this
Warrant to such Holder, or if to the Company, to it at 1640 Terrace Way, Walnut
Creek, CA  94597, Attention: Chief Executive Officer (or to such other
address, facsimile number, or e-mail address as the Holder or the Company as a
party may designate by notice the other party in accordance with this Section
10) with a copy to Gottbetter & Partners, 488 Madison Avenue, New York, New
York 10022, Attention: Adam S. Gottbetter.


    
      
         


      

      
        A-11

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              SEVERABILITY

            


    

    


    If a
court of competent jurisdiction holds any provision of this Warrant invalid or
unenforceable, the other provisions of this Warrant will remain in full force
and effect. Any provision of this Warrant held invalid or unenforceable only in
part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.

    


    
      	
              12.

            	
              BINDING
      EFFECT

            


    

    


    This
Warrant shall be binding upon and inure to the sole and exclusive benefit of the
Company, its successors and assigns, the registered Holder or Holders from time
to time of this Warrant and the Warrant Shares.

    


    
      	
              13.

            	
              SURVIVAL
      OF RIGHTS AND DUTIES

            


    

    


    This
Warrant shall terminate and be of no further force and effect on the earlier of
5:00 P.M., Eastern Time, on the Expiration Date or the date on which this
Warrant has been exercised in full.

    


    
      	
              14.

            	
              GOVERNING
      LAW

            


    

    


    This
Warrant will be governed by and construed under the laws of the State of New
York without regard to conflicts of laws principles that would require the
application of any other law.

    


    
      	
              15.

            	
              DISPUTE
      RESOLUTION

            


    

    


    In the
case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within five (5)
Business Days of receipt of the Notice of Exercise giving rise to such dispute,
as the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the
Warrant Shares within three Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall, at
its sole discretion, within five (5) Business Days, submit via facsimile
(a) the disputed determination of the Exercise Price to an independent,
reputable investment bank selected by the Company and approved by the Holder, or
(b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the
investment bank or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the Holder of the
results no later than ten (10) Business Days from the time it receives the
disputed determinations or calculations; provided that, if such disputed
determination or arithmetic calculation being submitted by the Holder is
determined to be incorrect, then the expense of the investment bank or the
accountant shall be the responsibility of the Holder. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be final,
binding and conclusive upon the parties thereto.


    
      
         


      

      
        A-12

        
          

        

      

      
         


      

    


    
      	
              16.

            	
              NOTICES
      OF RECORD DATE

            


    

    


    Upon (a)
any establishment by the Company of a record date of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or right or option to acquire
securities of the Company, or any other right, or (b) any capital
reorganization, reclassification, recapitalization, merger or consolidation of
the Company with or into any other corporation, any transfer of all or
substantially all the assets of the Company, or any voluntary or involuntary
dissolution, liquidation or winding up of the Company, or the sale, in a single
transaction, of a majority of the Company’s voting stock (whether newly issued,
or from treasury, or previously issued and then outstanding, or any combination
thereof), the Company shall mail to the Holder at least ten (10) Business Days,
or such longer period as may be required by law, prior to the record date
specified therein, a notice specifying (i) the date established as the record
date for the purpose of such dividend, distribution, option or right and a
description of such dividend, option or right, (ii) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up, or sale is expected to become effective and (iii) the
date, if any, fixed as to when the holders of record of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, transfer,
consolation, merger, dissolution, liquidation or winding up.

    


    
      	
              17.

            	
              RESERVATION
      OF SHARES

            


    

    


    The
Company shall reserve and keep available out of its authorized but unissued
shares of Common Stock for issuance upon the exercise of this Warrant, free from
pre-emptive rights, such number of shares of Common Stock for which this Warrant
shall from time to time be exercisable (the “Reservation
Requirement”).  The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as
provided herein without violation of any applicable law or regulation,
including, without limitation, seeking to call and hold a special meeting of the
Company’s stockholders for the purpose of increasing the number of shares of
Common Stock authorized within sixty (60) days of any failure to meet the
Reservation Requirement. Without limiting the generality of the foregoing, the
Company covenants that it will use commercially reasonable efforts to take all
such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable Warrant Shares upon the
exercise of this Warrant and use commercially reasonable efforts to obtain all
such authorizations, exemptions or consents, including but not limited to
consents from the Company’s stockholders or Board of Directors or any public
regulatory body, as may be necessary to enable the Company to perform its
obligations under this Warrant.


    
      
         


      

      
        A-13

        
          

        

      

      
         


      

    


    
      	
              18.

            	
              HEADINGS

            


    

    


    The headings used in this Warrant are
for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.

    


    
      	
              19.

            	
              AMENDMENT
      AND WAIVERS

            


    

    


    Any term of this Warrant may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), with the
written consent of the Company and the Holders of a majority of the Warrant
Shares issuable upon exercise of the Warrants.

    


    
      	
              20.

            	
              NO
      THIRD PARTY RIGHTS

            


    

    


    This
Warrant is not intended, and will not be construed, to create any rights in any
parties other than the Company and the Holder, and no person or entity may
assert any rights as third-party beneficiary hereunder.

    


    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
        A-14

        
          

        

      

      
         

      

    

     

                  IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of
the date first set forth above.

    


    
      
        
          	 
      	
                  NEVADA
      GOLD HOLDINGS, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:   

                	
                  David
      Rector

                
	 
      	
                  Title:

                	
                  Chief
      Executive Officer

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    NOTICE OF
EXERCISE

    (To be
executed by the Holder of Warrant if such Holder desires to exercise
Warrant)

    


    To Nevada
Gold Holdings, Inc.:

    


    The
undersigned hereby irrevocably elects to exercise this Warrant with respect
to the purchase of ___________________ shares of Nevada Gold Holdings, Inc.
common stock issuable upon exercise of the Warrant and delivery of:

    


    
      	
            	
              (1)

            	
              $_________
      (in cash as provided for in the foregoing Warrant) and any applicable
      taxes payable by the undersigned pursuant to such Warrant;
      and/or

            


    

    


    
      	
            	
              (2)

            	
              A
      portion of the Warrant exercisable to purchase ___________ shares of
      Common Stock (pursuant to a Cashless Exercise in accordance with Section
      1(b)(ii) of the Warrant) (check here if the undersigned desires to deliver
      an unspecified number of shares equal to the number sufficient to effect a
      Cashless Exercise [  ]).

            


    

    


        The
undersigned requests that certificates for such shares be issued in the name
of:

    


    _________________________________________

    (Please
print name, address and social security or federal employer

    identification
number (if applicable))*

    


    _________________________________________

    


    _________________________________________

    


                  If
the shares issuable upon this exercise of the Warrant are not all of the Warrant
Shares which the Holder is entitled to acquire upon the exercise of the Warrant,
the undersigned requests that a new Warrant evidencing the rights not so
exercised be issued in the name of and delivered to:

    


    _________________________________________

    (Please
print name, address and social security or federal employer

    identification
number (if applicable))*

    


    _________________________________________

    


    _________________________________________

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Name
      of Holder (print):    

                                	 
      
	 
      	
                                  (Signature):   

                                	 
      	 
      
	 
      	
                                  (By:)

                                	 
      	 
      
	 
      	
                                  (Title:)

                                	 
      	 
      
	 
      	
                                  Dated:

                                	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        

      

       

    

    *           If
Warrant Shares are to be issued in any name other than that of the registered
Holder of the Warrant, then the Holder must include an opinion of counsel,
reasonably satisfactory to the Company, to the effect that such issuance
complies with all applicable securities laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
B

    


    FORM OF
ASSIGNMENT

    


    FOR VALUE
RECEIVED, ___________________________________ hereby sells, assigns and
transfers to each assignee set forth below all of the rights of the undersigned
under the Warrant (as defined in and evidenced by the attached Warrant) to
acquire the number of Warrant Shares set opposite the name of such assignee
below and in and to the foregoing Warrant with respect to said acquisition
rights and the shares issuable upon exercise of the Warrant:

     

    
      
        
          
            
              
                
                  	
                          Name
      of Assignee

                          (and
      social security or federal employer

                          identification
      number (if applicable))

                        	 
      	
                          Address

                        	 
      	
                          Number
      of Shares

                        
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


                

              

            

          

        

      

    

    


    If the
total of the Warrant Shares are not all of the Warrant Shares evidenced by the
foregoing Warrant, the undersigned requests that a new Warrant evidencing the
right to acquire the Warrant Shares not so assigned be issued in the name of and
delivered to the undersigned.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    Name
      of Holder (print):     

                                  	 
      
	 
      	
                                    (Signature):   

                                  	 
      	 
      
	 
      	
                                    (By:)

                                  	 
      	 
      
	 
      	
                                    (Title:)

                                  	 
      	 
      
	 
      	
                                    Dated: