Unassociated Document


    
       

    

    
      	
              

            	 EXHIBIT
  10.15


    

     

    


    


    November  5,
2009

    


    


    


    David C.
Mathewson

    1265 Mesa
Drive

    Fernley,
Nevada  89408

    


    Dear
Dave:

    


    We refer
to the Employment Agreement dated as of January 1, 2009 (the “Agreement”),
between Nevada Gold Holdings, Inc. (the “Company”) and you
(“Mathewson”).  Capitalized terms used herein without definition have
the meanings ascribed to them in the Agreement.

    


    Notwithstanding
anything in the Agreement to the contrary, the Company and Mathewson hereby
agree to terminate the Agreement effective as of the date shown above
Mathewson’s signature below (the “Termination Date”), without “good cause” and
without any material breach by the Company of the terms of the Agreement.
Mathewson waives the right to receive any Base Salary accrued to the Termination
Date but not yet paid. The Company shall not be obligated to pay Mathewson any
severance.

    


    By
signing below, Mathewson resigns as Chief Executive Officer, President,
Secretary, Treasurer and Chief Geologist of the Company.

    


    No NSRs
have accrued under Section 7 of the Agreement, and the Company is not obligated
to grant any NSRs to Mathewson.

    


    Except
with respect to reimbursement of Reimbursable Expenses that have not been
reimbursed, Mathewson acknowledges that receipt of any such monies is in full
satisfaction of any and all outstanding claims or entitlements which he may
otherwise have against the Company, its successors, subsidiaries, employees,
officers, directors and agent, and Mathewson releases and discharges the
Company, its successors, subsidiaries, employees, officers, directors and agents
from all claims, liabilities, demands, and causes of action, known or unknown,
fixed or contingent, which he may have or claim to have against the Company as a
result of the Agreement, his employment by the Company and this termination and
does hereby agree not to file a lawsuit to assert such claims.

    


    Mathewson
will promptly reimburse the Company for any Reimbursable Expense advance
allowance that has not been documented, accounted and submitted to the Company
as provided in the Agreement.

    


    From the
Termination Date, Mathewson will no longer be entitled to participate in the
Company’s insurance programs or benefit plans.

     

    
      Nevada
Gold Holdings, Inc.

      1640
Terrace Way

      Walnut
Creek, CA    94597

      (925)
930-0100

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
        David C.
Mathewson

        Page
2

      

       

    

    The
Company and Mathewson agree that Section 10(a) of the Agreement shall be amended
and restated to read in its entirety as follows:

     

    Mathewson
shall not, directly or indirectly, own, manage, operate, finance, control or
participate in the ownership, management, operation, financing, or control of,
be employed by, associated with, or in any manner connected with, lend any
credit to, or render services or advice to any business, firm, corporation,
partnership, association, joint venture or other entity that engages in or
conducts the business of gold exploration, anywhere within the Tempo property
located in Lander County, Nevada, or within two miles of the current outside
boundary of the property, until November ___, 2012, or for as long as the
Company maintains ownership control or a participatory involvement in the Tempo
property (whichever is longer), or unless otherwise agreed upon by the Company’s
Board of Directors. In the event that the Company shall merge or be acquired or
if this letter is otherwise assigned by the Company to another entity, the
Mathewson expressly consents to the assignment of this provision to such
successor or assignee.”

     

    In
further consideration of the modifications above to your obligations under
Section 10(a) of the Agreement, you agree that you will immediately transfer and
surrender to the Company, without payment therefor, two million (2,000,000)
shares of the Company’s common stock, and will if requested promptly deliver to
the Company certificate(s) representing the same together with stock powers
therefor endorsed in blank.

    


    Notwithstanding the
foregoing, the provisions of Sections 9 (Confidential
Information),
10(b) (Non-Solicitation), 11 (Construction and Enforcement of
Sections 9 and 10), 14 (No Violation), 19 (Governing Law), and 20 (Arbitration) shall remain in
full force and effect.

    


    You
acknowledge that you have carefully read and fully understand all of the
provisions of this agreement and release, which sets forth the entire agreement
between you and the Company, and you acknowledge that you have not relied on any
representation or statement, written or oral, not set forth in this
document.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
          David C.
Mathewson

          Page
3

        



    

    If you
are in agreement with the foregoing, please execute a copy of this letter in the
place indicated and return the signed copy to Mr. Barrett DiPaolo of Gottbetter
& Partners, LLP, at the address shown below.

    


    Very
truly yours,

    


    Nevada
Gold Holdings, Inc.

    


    


    By: 
/s/ David
Rector                       


    David Rector

    CEO and President

    


    


    Accepted
and agreed as of November ___, 2009:

    


    


    


    /s/ David C.
Mathewson                                  


    David C.
Mathewson