EXHIBIT
      10.22

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement") is entered into this 7th day of December,
      2005, by and between ALAN J. GREENSTEIN (“Employee”) and NEVADA GOLD &
CASINOS, INC., a Nevada corporation with headquarters in Houston, Texas
      (“Employer”).

     

    WHEREAS,
      Employer is in the business of developing, owning, and operating various gaming
      facilities and lodging and entertainment facilities in different parts of the
      United States; and

     

    WHEREAS,
      Employer desires to enter into an employment relationship with Employee and
      Employee desires to enter into an employment relationship with Employer;


     

    NOW,
      THEREFORE, in consideration of the mutual covenants and promises contained
      herein, the parties agree as follows:

     

    1. EMPLOYMENT.
      Employer hereby agrees to hire and employ Employee, and Employee hereby agrees
      to accept such employment, to work for and on behalf of Employer (or any of
      its
      affiliates, subsidiaries, co-venturers or other business entities as Employer
      shall from time to time determine), pursuant to the terms and conditions of
      this
      Agreement. The date Employee shall report for full-time duty with Employer
      (the
      "Employment Date") shall be on or before December 15, 2005. 

     

    2. TERM.
      This
      Agreement is effective immediately and shall continue until December 14, 2010,
      unless terminated earlier as provided herein (the "Term"). 

     

    3. DUTIES
      AND TITLE.
      Employee’s title shall be that of Senior Vice President and Chief Financial
      Officer. Employee shall perform such duties as directed by the President and
      Chief Operations Officer of Employer. Such duties shall include, but not be
      limited to, overall responsibility for and authority over finance and
      accounting, and serving as principal financial officer of the Company. Employee
      shall perform his duties to the best of his abilities and shall devote
      substantially all of his working time to such duties. 

     

    4. COMPENSATION.
      Employer hereby agrees to provide Employee with the following compensation
      package (the “Compensation Package”), which shall be reviewed annually by
      Employer’s Compensation Committee:

     

    (a) Salary.
      Commencing on the Employment Date, Employer shall pay Employee an annual salary
      in the amount of Two Hundred Twenty-five Thousand Dollars ($225,000.00), payable
      in the same manner as Employer pays its other executive employees, less required
      state and federal withholdings.

     

    
      
        
        

      

      
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    (b) Auto
      Allowance; Vacation and Fringe Benefits.
      Commencing on the Employment Date, Employer shall provide Employee with a
      monthly auto allowance of Seven Hundred Fifty Dollars ($750.00). Commencing
      on
      the Employment Date, Employee shall be entitled to four (4) weeks paid vacation
      each year. In addition, and subject to the terms of any plans or policies
      governing such matters, Employee shall be entitled to receive (i) contributions
      to Employer’s 401(k) and other retirement plans at a rate at least as great as
      Employer contributes for its other senior executive employees; (ii) major
      medical and health insurance; and (iii) customary reimbursement for travel
      and
      entertainment. Employer shall reimburse Employee for the payment of premiums
      for
      COBRA insurance benefits for a period of ninety (90) days or until Employee
      is
      eligible to enroll in Employer's major medical and health insurance plan.
      Employee shall permanently relocate his residence to Houston, Texas.
The
      Employer will pay for (i) the consequential costs of Employee selling his home
      in Rhode Island (“Current Home”) including brokers’ fees, closing costs, title
      insurance, reasonable attorney's fees and other incidental customary closing
      costs, (ii) reasonable moving expenses in connection with Employee's relocation
      from his current home to his new home in Houston, Texas, specifically the cost
      of movers for personal property, including packing, loading, transporting,
      storing, delivering and unloading (collectively, the “Relocation Expenses”) .
      Temporary housing shall be provided to Employee for a period of six (6) months.
      The Company shall promptly reimburse for Relocation Expenses upon submission
      of
      documentation (including receipts and invoices) supporting the expenses for
      which claims will be reimbursed. Employee agrees to cooperate with Employer
      so
      as to obtain favorable rates for the moving expenses. For
      a
      period of six (6) months following his Employment Date or until Employee's
      family has relocated to Houston, whichever is shorter, Employee shall be
      reimbursed the cost of airfare (in accordance with the Employer's travel policy)
      for him to travel to and from Rhode Island one weekend per month. Employer
      and
      Employee will attempt to schedule these weekend trips in conjunction with
      business trips to the East Coast. Employer agrees to pay as incurred (within
      10
      days following the Company’s receipt of an invoice from the Employee), all
      reasonable legal fees and expenses that the Employee incurs in connection with
      entering into this Agreement; provided, that in no event shall Employer pay
      any
      such legal fees and expenses in excess of $2,500.

     

    (d) Performance
      Bonuses.
      Each
      year the Chief Executive Officer, the President and Chief Operating Officer,
      the
      Senior Vice President and Chief Financial Officer, and Employer shall develop
      and create a Target Plan for Employer’s upcoming fiscal year. The Target Plan
      shall include both financial and strategic components. Once the proposed Target
      Plan has been approved and accepted by Employer’s Board of Directors, the
      President and Chief Operating Officer and the Senior Vice President and Chief
      Financial Officer shall oversee its implementation, subject to Employer’s
      general oversight by its Board of Directors. Following the end of each fiscal
      year, the Board of Directors shall determine whether and to what extent the
      Target Plan has been achieved. Employee shall be entitled to receive an annual
      Performance Bonus in an amount equal to:

     

    
      	·      	
              40%
                of Employee’s then current annual salary if 95% of Target Plan
                achieved;

            


    

     

    
      	·      	
              50%
                of Employee’s then current annual salary if 100% of Target Plan
                achieved;

            


    

     

     

    
      
        
        

      

      
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      	·      	
              75%
                of Employee’s then current annual salary if 115% of Target Plan
                achieved;

            


    

     

    
      	·      	
              100%
                of Employee’s then current annual salary if 125% of Target Plan
                achieved.

            


    

     

    (e) Stock
      Options.
      Simultaneously with the execution of this Agreement, Employee shall be awarded,
      and immediately vested in, an option to purchase 10,000 thousand (10,000) shares
      of stock in Employer with an exercise price equal to the fair market value
      of
      the stock determined as of the date of this Agreement, adjusted for future
      stock
      splits, stock dividends, etc. in accordance with the terms of any applicable
      plan. In addition, Employee is also hereby granted an option to purchase an
      additional forty thousand (40,000) shares of stock in Employer also with an
      exercise price equal to the fair market value of the stock determined as of
      the
      date of this Agreement, adjusted if appropriate. The option on these forty
      thousand (40,000) shares shall vest in Employee at the rate of ten thousand
      (10,000) shares on each annual anniversary of this Agreement through the Term,
      provided Employee is still employed by Employer on such date. All options
      granted pursuant to this Agreement shall expire on the fifth anniversary date
      of
      the grant and are subject to the terms and conditions of Employer's stock option
      plan and stock option agreement.

     

    5. TERMINATION
      AND COMPENSATION UPON TERMINATION.
      

     

    (a) Employer
      may terminate Employee's employment at any time without Cause (as defined in
      Section 5(c) below) by giving prior, written notice to Employee. In such case,
      Employer shall pay to Employee in a lump sum an amount equal to the unpaid
      balance of Employee's salary, Performance Bonus, accrued vacation and fringe
      benefits remaining during the Term of the Agreement. For purposes of calculating
      the Performance Bonus, if any due to Employee in the event of such a
      termination, Employer shall apply the Target Plan achievement as of the end
      of
      the fiscal year preceding the fiscal year during which the termination becomes
      effective. All stock options granted but not vested at such time shall
      immediately become fully vested in Employee. Otherwise, the stock options will
      be treated as prescribed under Employer's Stock Option Plan and the Stock Option
      Agreement.

     

    (b) Employee
      may terminate Employee's employment in the event of a "Change of Control"
      defined as its sale, acquisition, merger or buyout to an unaffiliated person
      that has significant effect or a reduction in the responsibilities, position
      or
      compensation of Employee or that requires Employee to move the location of
      his
      principal residence a distance of more than 35 miles prior to or during the
      initial 12 months of the Change of Control. In the event of such a termination,
      Employer shall pay to Employee in a lump sum an amount equal to the unpaid
      balance of Employee's salary, Performance Bonus, accrued vacation, and fringe
      benefits remaining during the Term of the Agreement. For purposes of calculating
      the Performance Bonus, if any due to Employee in the event of such a
      termination, Employer shall apply the Target Plan achievement as of the end
      of
      the fiscal year preceding the fiscal year during which the termination becomes
      effective. All stock options granted but not vested at such time shall
      immediately become fully vested in Employee. Otherwise, the stock options will
      be treated as prescribed under Employer's Stock Option Plan and the Stock Option
      Agreement. Employee must give notice of any termination under this subsection
      within thirty (30) days of the occurrence of the event he believes gives rise
      to
      a Change of Control.

     

    
      
        
        

      

      
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    (c) Employer
      may terminate Employee's employment for "Cause" at any time. Such a termination
      shall be effective as specified by Employer. In the event of a termination
      by
      Employer for "Cause," Employee shall be entitled only to his salary, accrued
      vacation, and fringe benefits through the effective date of termination. Any
      unvested stock options shall be forfeited. All stock options granted which
      have
      vested will be treated as prescribed under Employer’s Stock Option Plan and the
      Stock Option Agreement. "Cause" means: (a) the Employee's conviction of, or
      entry of a plea agreement or consent decree or similar arrangement with respect
      to, a felony, other serious criminal offense or offense involving moral
      turpitude, or any violation of federal or state securities laws, (b) Employee's
      material violation of Employer's written policies; (c) Employee's material
      breach of this Agreement, (d) the final revocation, suspension, or impairment
      (after all applicable appeals) of Employee's gaming license in any jurisdiction
      in which Employer is required to have a gaming license, or a finding (after
      all
      applicable appeals) by any authority in any such jurisdiction that Employee
      is
      unsuitable to hold a gaming license; or (e) Employee's gross misconduct in
      the performance of Employee's duties hereunder. Any termination of the
      Employee's employment by Employer pursuant to this Section 5(c) shall be
      communicated by a notice of termination which shall set forth in reasonable
      detail the facts and circumstances claimed to provide a basis for termination
      of
      the Employee's employment under the provision invoked. To exercise its right
      to
      terminate the Employee pursuant to provisions (b), (c) or (e) of the definition
      of Cause, Employer must first provide the Employee with 30 days' time to correct
      the circumstances or events that Employer contends give rise to the existence
      of
      Cause under those provisions. The 30-day time period shall not begin to run
      until the Board of Directors of Employer has given the Employee the opportunity
      to meet with the Board (at which meeting at least a quorum of the Board is
      present either personally or telephonically) to hear a specific explanation
      from
      the Board of the circumstances or events the Board believes may fall within
      provisions (b), (c) or (e) of the definition of Cause. 

     

    (d)
      Employer may terminate Employee's employment if Employee becomes unable to
      perform the essential functions of his position despite any reasonable
      accommodation required by law. In the event of a termination under this
      subsection, Employee shall be entitled only to his salary, accrued vacation,
      and
      fringe benefits for a period of one (1) year following the effective date of
      termination. In the case of granted but unvested stock options, those unvested
      stock options which would become vested within such one (1) year period shall
      become vested and the remaining granted but unvested stock options shall be
      forfeited. Otherwise, the stock options will be treated as prescribed under
      Employer's Stock Option Plan and the Stock Option Agreement. 

     

    6. CONFIDENTIALITY,
      PROPERTY, COMPETITION, SOLICITATION.
       (a) Ownership.
      Employee agrees that all inventions, copyrightable material, business and/or
      technical information, marketing plans, customer lists and trade secrets which
      arise out of the performance of this Agreement are the property of
      Employer.

     

    
      
        
        

      

      
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    (b) Confidentiality.
      Except
      as is consistent with Employee's duties and responsibilities within the scope
      of
      his employment with Employer, Employee agrees to keep confidential indefinitely,
      and not to use or disclose to any unauthorized person, information which is
      not
      generally known and which is proprietary to Employer, including all information
      that Employer treats as confidential, ("Confidential Information"). Upon
      termination of Employee's employment, Employee will promptly turn over to
      Employer all software, records, manuals, books, forms, documents, notes,
      letters, memoranda, reports, data, tables, compositions, articles, devices,
      apparatus, marketing plans, customer lists and other items that disclose,
      describe or embody Confidential Information including all copies of the
      Confidential Information in his possession, regardless of who prepared them.
      In
      exchange for Employee's agreement set out in this subsection, Employer hereby
      promises to provide Employee with Confidential Information.

     

    (c) Non-competition.
      If
      Employee’s employment hereunder is terminated as a result of the application of
      paragraph 5(c), then for a period of one (1) year after the effective date
      of
      termination (or if Employee's employment is terminated as a result of the
      application of paragraph 5(a) or 5(b), then for a period of the shorter of
      (i)
      one (1) year after the effective date of termination or (ii) the remainder
      of
      the 5-year term of the Agreement) Employee agrees not to compete, directly
      or
      indirectly (including as an officer, director, partner, employee, consultant,
      independent contractor, or more than 5% equity holder of any equity) with
      Employer in any way concerning the ownership, development or management of
      any
      gaming operation or facility within a 75-mile radius of any gaming operation
      or
      facility with respect to which Employer (or any of its affiliates) owns or
      renders consulting or management services at the time of
      termination.

     

    (d) Non-solicitation.
      Employee agrees not to solicit or recruit, directly or indirectly, any
      management employee of Employer for employment during the one (1) year period
      after termination of his employment relationship with Employer.

     

    7. NOTICES. All
      notices and communications shall be sent by certified mail, return receipt
      requested, or by hand delivery, to the following parties:

     

    


    If
      to
      Employee:

    Alan
      J.
      Greenstein

    c/o
      Nevada Gold & Casinos, Inc.

    3040
      Post
      Oak Boulevard

    Suite
      675

    Houston,
      Texas  77056

     

    If
      to
      Employer:

    Nevada
      Gold & Casinos, Inc.

    C/o
      H.
      Thomas Winn

    Chief
      Executive Officer

    3040
      Post
      Oak Boulevard

    Suite
      675

    Houston,
      Texas  77056

     

    
      
        
        

      

      
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    8. COMPLIANCE
      WITH CODE SECTION 409A.
      Any
      provision of this Agreement to the contrary notwithstanding, all compensation
      payable pursuant to this Agreement that is determined by Employer in its sole
      but reasonable judgment to be subject to Section 409A of the Code shall be
      paid
      in a manner that Employer in its sole but reasonable judgment determines meets
      the requirements of Section 409A of the Code and any related rules, regulations
      or other guidance, even if meeting such requirements would result in a delay
      in
      the time of payment of such compensation. Any payments pursuant to Section
      4 and
      Section 5(a) and (b) of this Agreement shall be made no later than two and
      one-half months after the year in which the right to receive such amounts
      vest.

     

    9. GOVERNING
      LAW AND VENUE.
      This
      Agreement herein shall be construed, regulated and administered under the laws
      of the State of Texas and of the United States of America. Any lawsuit or other
      civil action brought arising from or related to Employee's employment with
      Employer or this Agreement shall be brought and maintained in a state or federal
      court in Harris County, Texas, except that this provision does not preclude
      Employer from removing to federal court any action filed by Employee and, to
      the
      extent permissible, Employee hereby consents to such removal. 

     

    10. BINDING
      EFFECT AND ASSIGNMENT.
      This
      Agreement shall be binding on and inure to the benefit of the respective parties
      hereto, their heirs, successors and assigns. Subject to the provisions of
      Section 5(b), Employer may assign this Agreement in connection with a merger,
      consolidation, assignment, sale or other disposition of substantially all of
      its
      assets or business. This Agreement may not be assigned by Employee.

     

    11. REPRESENTATION.
      Employee represents, and understands that Employer is relying on his
      representation, that Employee's entering into or performance of this Agreement
      is not in breach or violation of any other Agreement or obligation of
      Employee.

     

    12. MODIFICATION. This
      Agreement may not be amended in any manner without the express, written consent
      of the parties hereto.

     

    13. ENTIRE
      AGREEMENT.
      This
      Agreement supersedes all previous and contemporaneous oral negotiations,
      commitments, writings and understandings between the parties concerning the
      matters herein or therein.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this
      Agreement on this 7th day of December, 2005.

     

    EMPLOYEE

     

     

    _________________________

    Alan
      J.
      Greenstein

     

     

    EMPLOYER

     

     

    NEVADA
      GOLD & CASINOS, INC.

     

    By:
      _________________________

    H.
      Thomas
      Winn, CEO

     

    
      
        
        

      

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