EXHIBIT
      10.21

    


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

    


    COMMERCIAL
      PLEDGE AGREEMENT

    


    THIS
      COMMERCIAL PLEDGE AGREEMENT is entered into among Nevada Gold & Casinos,
      Inc., (referred to below as “Borrower”); Nevada Gold NY, Inc. (referred to below
      as “Debtor”); and * (referred to below as “Lender”).

    


    GRANT
      OF SECURITY INTEREST.
      For
      valuable consideration, Debtor
      grants
      to Lender
      a
      security interest in the Collateral
      to
      secure the Indebtedness.

    


    TERMS
      AND CONDITIONS.
      This
      Commercial Pledge Agreement is executed contemporaneously with a Security
      Agreement entitled, “January 2006 Security Agreement” also known as “1/06 SA,”
between Nevada Gold & Casinos, Inc. and *. The terms and conditions of that
      agreement shall govern the rights and liabilities of the parties hereunder
      as
      though:

    


    	1.  	
            The
              text of the “January 2006 Security Agreement” also known as “1/06 SA,”
              were set forth at length herein.

          


    	2.  	
            The
              obligations of the Debtor herein as to the collateral shall be the
              same as
              the obligations of the Maker under the terms of the “January 2006 Security
              Agreement” also known as “1/06 SA.”

          


    


    COLLATERAL.
      The
      word
      "Collateral" means all ownership interest of Debtor in American Racing and
      Entertainment, LLC, a New York Limited Liability Company without issued
      certificates of membership,

    


    Together
      with all Income and Proceeds from the Collateral as defined below.

     

    GUARANTOR.
      The
      word "Guarantor" means and includes without limitation each and all of the
      guarantors, sureties, and accommodation parties in connection with the
      Indebtedness.

    


    INCOME
      AND PROCEEDS.
      The
      words "Income and Proceeds" mean all present and future income, proceeds.
      earnings, increases, and substitutions from or for the Collateral of every
      kind
      and nature, including without limitation all payments, interest, profits,
      distributions, benefits, rights, options, warrants, dividends, stock dividends,
      stock splits. stock rights. regulatory dividends. distributions, subscriptions,
      monies, claims for money due and to become due, proceeds of any insurance on
      the
      Collateral, shares of stock of different par value or no par value issued in
      substitution or exchange for shares included in the Collateral, and all other
      property Debtor is entitled to receive on account of such Collateral, including
      accounts, documents, instruments, chattel paper, and general
      intangibles.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    INDEBTEDNESS.
      The
      word "Indebtedness" means the indebtedness evidenced by the Note, including
      all
      principal and interest, Debtor’s obligations under its Guaranty executed
      contemporaneously herewith, together with all other obligations, indebtedness,
      costs and expenses for which Borrower or Debtor is responsible under this
      Agreement or under any of the Related Documents.

     

    LENDER.
      The
      word "Lender" means *, her successors and assigns.

    


    NOTE.
      The
      word "Note" means that certain Promissory Note executed January 19, 2006 by
      Borrower payable to Lender in the original principal amount of Fifty Five
      Million Dollars ($55,000,000.00).

    


    RELATED
      DOCUMENTS.
      The
      words "Related Documents" mean and include without limitation all promissory
      notes, credit agreements, loan agreements, environmental agreements, guaranties,
      security agreements, mortgages, deeds of trust, and all other instruments,
      agreements and documents, whether now or hereafter existing, executed in
      connection with the Indebtedness. The term includes, without limiting the
      generality of the foregoing, that certain document entitled, “Amended and
      Restated Credit Facility,” “January 2006 Security Agreement” also known as “1/06
      SA,” and “Schedule of Collateral, Notes, Security Interests, and Ownership
      Interests,” as each of those documents now exists and as modified, increased or
      extended at any time in the future.

    


    Executed
      this 19th day of January, 2006.

    


    
      	Borrower:	 	Debtor:
	Nevada
              Gold & Casinos, Inc.	 	Nevada
              Gold NY, Inc.
	 	 	 	 	 
	By:	
              /s/
                H. Thomas Winn

            	 	By:	
              /s/
                H. Thomas Winn

            
	 	
              Its
                Chief Executive Officer

            	 	 	
              Its
                President