EXHIBIT
10.2

    

     

    EXHIBIT
A

    


    FORM
OF WARRANT

    


    Warrant
Certificate No. _______

    


    For
accredited investors:

    


    THE
SECURITIES REPRESENTED HEREBY (AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF) HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT IS AVAILABLE.  IN ADDITION, HEDGING TRANSACTIONS
INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.

    


    For
investors acquiring the Units in an offshore transaction outside the United
States and who are not U.S. Persons:

    


    THE
SECURITIES REPRESENTED HEREBY (AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF) 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 “SECURITIES ACT”). ACCORDINGLY,
NONE OF SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY
U.S. STATE SECURITIES LAWS AND MAY NOT 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 SECURITIES ACT, AND IN EACH
CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE SECURITIES ACT.  THIS WARRANT MAY NOT BE EXERCISED
IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE
UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF
ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS
AVAILABLE.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                Effective
      Date:
      [                        ],
      2009

              	
                Void
      After:
      [                     ],
      2014

              


      

    

     

    NEVADA
GOLD HOLDINGS, INC.

    


    WARRANT
TO PURCHASE COMMON STOCK

    


    Nevada Gold Holdings, Inc., a
Nevada corporation (the “Company”), for value received
on
[                         ],
2009 (the “Effective
Date”), hereby issues to
[                                        ] (the “Holder”) this Warrant (the
“Warrant”) to purchase,
[                ]
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the
Exercise Price (as defined below), as adjusted from time to time as provided
herein, on or before
[                     ],
2014 (the “Expiration
Date”), all subject to the following terms and
conditions.   The Warrant Shares (as defined below) issued upon
exercise of this Warrant shall be subject to the provisions of the Company’s
Articles of Incorporation, a copy of which will be furnished to the holder
hereof upon written request and without charge. 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 entered into in connection with a private
placement of the Company’s securities and 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
additional investors (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) “Exercise Price” means $0.50 per whole share of
Common Stock, subject to adjustment as provided herein; (iii) “Warrant Shares” means the
shares of Common Stock issuable upon exercise of the Warrant, including any
securities issued or issuable with respect thereto or into which or for which
such shares may be exchanged, or converted, pursuant to any stock dividend,
stock split, stock combination, recapitalization, reclassification,
reorganization or other similar event; (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 WARRANT

            


    

    


    (a)           Exercise
Period.  The Holder may exercise this Warrant at any time and
from time to time, 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, and all rights hereunder shall thereupon
cease.

     

    
      
         

      

      
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              (b)

            	
              Exercise
      Procedures.

            


    

    


    (i)           While
this Warrant remains outstanding and exercisable in accordance with Section
1(a), the Holder may exercise this Warrant, in whole or in part, as
follows:

    


    (A)           By
presentation and surrender of this Warrant to the Company at its principal
offices or at such other office or agency as the Company may specify in writing
to the Holder, with a duly executed copy of the Notice of Exercise attached as
Exhibit A;
and

    


    (B)         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, bank draft or
money order payable in lawful money of the United States of
America.

    


    (ii)           Upon
the exercise of this Warrant in compliance with the provisions of this Section
1(b), the Company shall promptly issue and cause to be delivered to the Holder a
certificate for the total number of Warrant Shares for which this Warrant is
being exercised.  Each exercise of this Warrant shall be effective
immediately prior to the close of business on the date (the “Date of Exercise”) on which
the conditions set forth in Section 1(b) have been satisfied. On or before the
second Business Day following the date on which the Company has received each of
the Notice of Exercise and the Aggregate Exercise Price  (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. If the number of Warrant Shares represented by this Warrant
is greater than the actual number of Warrant Shares being acquired upon
such an exercise,
then the Company shall as soon as practicable and in no event later than five
(5) Business Days after any exercise, and at its own expense, issue a new
Warrant of like tenor representing the right to purchase the number of Warrant
Shares purchasable immediately prior to such exercise under this Warrant, less
the number of Warrant Shares with respect to which this Warrant is
exercised.

     

    
      
         

      

      
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    (iii)          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.

    


    (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. 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)          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 14.

    


    
      	
              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 the 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 or 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.

     

    
      
         

      

      
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              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(a), 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 shares of Common Stock
that have been reserved for issuance 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
shareholder 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.  If the Company at any time after the date of
issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization 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.  If the Company at any time after
the date of issuance of this Warrant combines (by combination, reverse stock
split or otherwise) its outstanding shares of Common Stock into a smaller number
of shares, the Exercise Price in effect immediately prior to such combination
will be proportionately increased and the number of Warrant Shares shall be
proportionately decreased.  Any adjustment under this Section 3(a)(i)
shall become effective at the close of business on the date the subdivision or
combination becomes effective.  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)          Distribution of
Assets.  If the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of
Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spinoff, reclassification, corporate
rearrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case the Exercise Price
and the number of Warrant Shares in effect immediately prior to the close of
business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution 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 assets 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 such record
date.  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).

     

    
      
         

      

      
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    (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, as a
condition of such Organic Change, 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 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 Common 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 other assets or
property thereafter deliverable upon the exercise hereof. The Company will not
effect any such consolidation, merger or sale unless, prior to the consummation
thereof, 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 other
assets or property 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 Common Stock of
record shall be entitled to exchange their shares for
such shares of stock, securities or other
assets or 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 other
assets or property even in the absence of a written instrument assuming such
obligation to the extent such assumption occurs by operation of
law.

     

    
      
         

      

      
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    (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.

     

    
      
         

      

      
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              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 that 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.

     

    
      
         

      

      
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              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. The
Company, in lieu of issuing any fractional Warrant Share, shall round up the
number of Warrant Shares issuable to nearest whole share. The Company shall not
be required to make any cash or other adjustment in respect of such fraction of
a share to which the Holder would otherwise be entitled.

    


    
      	
              8.

            	
              NO
      EQUITY INTEREST 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 shareholder of the Company
or the right to vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or give or withhold consent to any
corporate action or to receive notice of meetings or other actions affecting
shareholders (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:

     

    
      
         

      

      
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    For
accredited investors:

    


    THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.

    


    For
investors acquiring the Units in an offshore transaction outside the United
States and who are not U.S. Persons:

    


    THE
SECURITIES REPRESENTED HEREBY 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 “SECURITIES
ACT”). ACCORDINGLY, NONE OF SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT 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 SECURITIES ACT,
AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN
ADDITION, HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED
UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.

    


    
      	
              9.

            	
              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, or if to the Company, to it at

    


    1265 Mesa
Drive

    Fernley,
Nevada 89408

    Facsimile:  [______________]

    Attention:
David Mathewson, CEO

    


    (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) with a copy
to

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Gottbetter
& Partners, LLP

    488
Madison Avenue

    New York,
New York 10022

    Attention:
Adam S. Gottbetter, Esq.

    


    
      	
              10.

            	
              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.

    


    
      	
              11.

            	
              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.

    


    
      	
              12.

            	
              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.

    


    
      	
              13.

            	
              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.

    


    
      	
              14.

            	
              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,
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 binding upon all parties absent
demonstrable error.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
              15.

            	
              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 equity securities (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.

    


    
      	
              16.

            	
              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 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. 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 shareholders or Board of Directors or any public regulatory
body, as may be necessary to enable the Company to perform its obligations under
this Warrant.

    


    
      	
              17.

            	
              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.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	
              18.

            	
              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.

    


    
      	
              19.

            	
              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

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    EXHIBIT 10.2

     

    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:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
EXHIBIT
10.2

     

    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 and to purchase
thereunder, ___________________ full shares of Nevada Gold Holdings, Inc. common stock issuable
upon exercise of the Warrant and delivery of $__________ (in cash as
provided for in the foregoing Warrant) and any applicable taxes payable by the
undersigned pursuant to such Warrant.

    


    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: ______________________________________________

                


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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

              	 
      	
                Address

              	 
      	
                Number of Warrant 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: ______________________________________________