AGREEMENT REGARDING USE OF
PROCEEDS OF BUENA VISTA

    SALE AND REGARDING REMAINING
AMOUNT DUE UNDER

    THE AGREEMENT REGARDING
LOANS

    


    AND

    


    AMENDMENT TO AGREEMENT
REGARDING USE OF PROCEEDS

    OF IC-BH SALE “PROJECTS
FUND” SECTION

    


    This
Agreement is entered into by and between Nevada Gold & Casinos, Inc.
(“NGC”), Nevada Gold BVR, L.L.C. (“NGBVR”), and Louise H. Rogers (“Rogers”) as
of November 24, 2008.  NGC, NGBVR, and Rogers are collectively
referred to as the “Parties” or singly as a “Party.”

    


    I.  Recitals

    


    A.           The
Parties previously entered into the Amended and Restated Credit Facility dated
January 19, 2006 (the “Credit Facility”), in which Rogers provided a line of
credit to NGC for a maximum of $55 million.  The Credit Facility was
secured, at least in part, by NGC’s ownership interest in NGBVR, and NGBVR’s
ownership interest in Buena Vista Development Company, L.L.C.
(“BVDC”).  NGC owns 100% of NGBVR, and NGBVR owns 100% of the Class B
membership interest in BVDC, for a total ownership percentage of NGBVR of
40%.  Casino Development & Management Company, L.L.C.
(“CD&M”), owns 100% of the Class A membership interest in
BVDC.  The Credit Facility was also secured, at least in part, by a
$14,810,200.00 promissory note owed by BVDC to NGBVR (the “BVDC
Note”).  BVDC was formed for the development of a casino on behalf of
the Buena Vista Rancheria of Me-Wuk Indians (the “BV Casino Development
Project”).

    


    B.           The
Parties amended and replaced the Credit Facility and related documents with the
Agreement Regarding Loans, the Promissory Note, and the March 2008 Amended and
Restated Security Agreement, all dated March 1, 2008 (collectively referred to
as the Rogers’ Loan Documents”).  In the Rogers’ Loan Documents, the
maturity date for the principal amount due from NGC to Rogers under the Credit
Facility was extended from September 30, 2008, until June 30,
2010.  In addition, as a result of the sale of several assets owned by
NGC, NGC paid Rogers $39.45 million in principal, leaving a principal balance
due and owing as of March 1, 2008, of $15,550,000.00.

    


    C.           NGC
and NGBVR have received a proposal from B.V. ORO, L.L.C., a New York limited
liability company (“ORO”), to purchase NGBVR’s interest in BVDC and the BVDC
Note pursuant to a Purchase Agreement that provides for payments by ORO to NGBVR
of (1) $16 million upon execution of the Purchase Agreement, (2) $4 million
within two years after the BV Casino Development Project opens, and (3) a 5%
carried interest in the Class B membership of BVDC (the “ORO
Transaction”).  NGC and NGBVR acknowledge that payment is due to
Rogers if a sale of NGBVR’s interest in BVDC occurs, and Rogers acknowledges
that she must release her lien on NGBVR’s interest in BVDC for a sale to be
consummated.  Rogers, NGC, and NGBVR all desire that NGC and NGBVR
accept the offer, on the following terms and conditions between the
Parties:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    II.  General Terms and
Conditions

    


    A.           NGC,
NGBVR, and Rogers all agree that the consideration provided by ORO to NGC and
NGBVR in the ORO transaction shall be applied and distributed as
follows:

    


    
      	
               
      

            	
              1.

            	
              exactly
      $5.55 million shall be allocated and paid to Rogers and shall be applied
      to the principal and accrued interest due under the Rogers Loan Documents,
      and this amount shall be paid to Rogers within three business days after
      receipt in full of the initial $16 million payment from
    ORO;

            


    

    


    
      	
               
      

            	
              2.

            	
              the
      remaining $10.45 million from the initial $16 million payment shall be
      allocated to NGC to be used by NGC in its discretion;
  and

            


    

    


    
      	
               
      

            	
              3.

            	
              Rogers
      shall retain a security interest and first lien in NGC’s right to receive
      the remaining $4 million payment and in NGC and/or NGBVR’s 5% carried
      interest in the Class B membership of
BVDC.

            


    

    


    B.           In
exchange for NGC and NGBVR applying the consideration from the ORO Transaction
as set forth above, Rogers agrees, at the closing of the ORO Transaction, to
release her lien on NGBVR’s interest in BVDC to allow the sale of the ownership
interest to ORO by NGBVR free and clear of her lien.  NGC and NGBVR,
by entering into this Agreement, grant Rogers a security interest in the $4
million future payment and the 5% carried interest in the Class B membership of
BVDC as set forth above subject to all of the terms and conditions of the March
2008 Amended and Restated Security Agreement.

    


    C.           NGC
and NGBVR agree to inform Sharon E. Conway, legal counsel for Rogers,
contemporaneously (whenever possible, or immediately after learning the
information when contemporaneous disclosure is not possible) of any and all
material events that occur related to the ORO Transaction, including but not
limited to any default in payment by ORO.  Whenever possible, Ms.
Conway shall be copied via e-mail on any e-mails sent related to this matter and
copies of e-mails not copied to her shall be immediately and promptly forwarded
to her e-mail address.

    


    D.           Projects
Fund.  This provision is
intended to completely amend and replace Paragraph II(D) in the Agreement
Regarding Use of Proceeds of IC-BH Sale and Regarding Remaining Amount Due under
the Amended and Restated Credit Facility (as amended) dated November 13,
2007.  NGC currently has $13 million segregated into its
“Projects Fund,” which is required to be an interest-bearing account set up
separately from any and all other accounts held by NGC (although the funds may
be held in an account at the same bank as other accounts held by NGC, but they
must be in a completely separate account).  Rogers agrees that NGC may
reduce the amount segregated into the Projects Fund to no less than $10 million
after she
receives the $5.55 million payment described in Paragraph II(A)(1)
above.  In addition, as payments are made to Rogers under the Rogers
Loan Documents that reduce the principal owed by NGC to Rogers, the funds
required to be maintained in the Projects Fund shall be reduced to equal the
principal amount due under the Rogers Loan Documents.  The funds
(principal and/or interest) in the Projects Fund may be used by NGC solely for (1)
acquisitions or financing of new projects, or (2) repayment to Rogers on any of
her loans to NGC.  NGC may
not use any funds from the Projects Fund in any way (including but not limited
to purchases, investments, loans, or as collateral for any loan) without Rogers’
express written consent, which she may give or refuse in her sole discretion –
for any reason or no reason – and NGC expressly and irrevocably waives any
claims or causes of action it may have against Rogers for exercising this
discretion.  In order to obtain Rogers’ express written
consent, NGC must present the terms of any proposed project transaction to
Rogers’ legal counsel, Sharon E. Conway, and to her financial advisor, W.
Michael Robertson, for their review and presentation to Rogers.  NGC
shall not present any proposals of any kind directly to
Rogers.  Furthermore, NGC agrees to indemnify and hold Rogers harmless
from any claims, causes of action, or damages alleged by any third party,
including but not limited to NGC shareholders, who attempt in any way to
challenge Rogers’ exercise of her sole discretion under this Paragraph, and NGC
shall bear the full cost, including but not limited to actual attorney’s fees
and expenses of litigation, incurred by Rogers in defending herself from any
allegations related to her exercise of her sole discretion.  If any
uncommitted funds remain in the Projects Fund as of June 30, 2010, the funds
remaining shall be immediately applied to any outstanding principal and interest
due to Rogers under any loan agreement between Rogers and NGC.  Rogers
shall be promptly given a security interest in 100% of NGC’s direct and/or
indirect ownership and/or other interest in any new project or acquisition
purchased or financed in any way with any of the Projects Fund (a “Projects Fund
Project”), and a purchase-money security interest in the assets of the wholly-
or partially-owned subsidiary created to own or finance the new project (subject
to any other debt used to finance the purchase of the project).  If
NGC sells any of its ownership interest in a Projects Fund Project, or if it
causes any wholly- or partially-owned subsidiary to sell stock or ownership
interests, to one or more third parties, then all monies received from each
third party must be used first to pay down on the total principal and accrued
interest due to Rogers.  If NGC attempts to use any of its ownership
interest in a Projects Fund Project as collateral for any loan, then the
proceeds of the loan must be used first to pay down on the total principal and
accrued interest due to Rogers.  NGC guarantees the cooperation of any
subsidiary wholly- or majority-owned by NGC in providing these security
interests to Rogers.  These security interests shall be released
pursuant to the terms of the relevant Security Agreement between Rogers and NGC
and/or any of NGC’s wholly- or majority-owned subsidiaries, as
applicable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    E.           The
Rogers Loan Documents are all incorporated by reference into this Agreement for
all purposes as if fully set forth at length.  To the extent this
Agreement conflicts with any of the Rogers Loan Documents, this Agreement
controls.

    


    F.           If
the ORO Transaction does not close on or before December 1, 2008, then this
Agreement expires and is rendered null and void in all respects, and the
Agreement Regarding Use of Proceeds of IC-BH Sale and Regarding Remaining Amount
Due under the Amended and Restated Credit Facility (as amended) dated November
13, 2007, survives and remains in full effect without the amendment set forth in
this Agreement above, unless the Parties enter into a written agreement
extending these deadlines.

    


    III.  Miscellaneous
Provisions

    


    A.           Notices.  Any
notice required or permitted by this Agreement shall be effective if given in
accordance with the notice provisions set forth in the Rogers Loan
Documents.

    


    B.           Expenses.  NGC
and NGBVR shall, jointly and severally, promptly pay, upon demand, any and all
actual attorney’s fees and out-of-pocket expenses incurred by Rogers related to
this Agreement, and in no event shall these attorney’s fees and expenses be paid
later than thirty days after the date on which they are submitted to NGC and/or
NGBVR.  Additionally, NGC and NGBVR, jointly and severally, shall
promptly pay all costs, expenses, taxes, assessments, insurance premiums, court
costs, actual attorneys’ fees, expenses of litigation, expenses of sales, and
other similar and related expenses incurred by Rogers to enforce her rights and
remedies under this Agreement, regardless of whether they are incurred before or
after the occurrence of a breach or incurred in connection with the perfection,
preservation, or defense of her security interest, or the custody, protection,
collection, repossession, enforcement, or sale of the Collateral.  All
of these attorney’s fees and expenses that are not paid within thirty days of
the invoice date shall bear interest at the Default Rate (as defined in the
Credit Facility) from the invoice date until paid in full by NGC or
NGBVR.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C.           Further
Assurances and Representation of Authority.  NGC and NGBVR both
agree to execute all other documents and instruments reasonably requested by
Rogers or her attorney to effectuate the intent of this Agreement upon written
request by Rogers or her attorney after the date of this
Agreement.  NGC further represents that it has full and express
authority from its Board of Directors to enter into this Agreement with Rogers
and to bind NGC to all of this Agreement’s terms.  NGC shall provide a
copy of the minutes or Board Consent authorizing this action prior to or at
Closing; failure to do so shall nullify this Agreement in its entirety, and the
relationship of the Parties shall continue to be governed by the November 2007
Rogers Loan Documents.

    


    D.           Amendment
and Written Waiver.  No waiver, modification, or alteration of
any provision of this Agreement, nor consent to any departure from the terms of
it or from the terms of any other document, shall be effective unless it is in
writing and signed by NGC, NGBVR, and Rogers, and any executed waiver shall be
effective only for the specific purpose and in the specific instance set forth
in that document.  Any document purporting to amend or modify this
Agreement shall be of no force or effect unless the document expressly states
that it is intended to amend or modify the Agreement and it is signed by all
parties to this Agreement.  No waiver by Rogers of any default or
breach by NGC and/or NGBVR shall be deemed to be a waiver of any other or
subsequent default or breach, nor shall the waiver be deemed to be a continuing
waiver.

    


    E.           Benefit.  This
Agreement is binding upon and inures to the benefit of NGC, NGBVR, and Rogers
and their respective heirs, legal representatives, successors, and assigns,
provided that neither NGC nor NGBVR may assign any rights, powers, duties, or
obligations under this Agreement without the prior written consent of
Rogers.

    


    F.           Remedies
Cumulative.  All rights and remedies of Rogers under this
Agreement are cumulative of each other and of every other right or remedy that
Rogers may otherwise have at law or in equity or under any other document for
the enforcement of her rights and remedies or the enforcement of any duties of
NGC, NGBVR, or any other party liable under the Rogers Loan
Documents.  The exercise by Rogers of one or more rights or remedies
shall not in any way affect her right to exercise any of her other rights or
remedies, or to subsequently exercise the same rights or remedies in the
future.

    


    G.           Course of
Dealing.  No course of dealing between NGC, NGBVR, and Rogers,
nor any failure or delay by Rogers in exercising any of her rights, powers, or
privileges under this Agreement or under any other agreement shall operate as a
waiver of any of Rogers’ rights, powers, or privileges; nor shall any single or
partial exercise of any right, power, or privilege under this Agreement preclude
any other or further exercise of that right, power, or privilege or the exercise
of any other right, power or privilege.

    


    H.           Severability.  The
invalidity of any one or more phrases, sentences, clauses, paragraphs, or
sections of this Agreement shall not affect the remaining portions of this
Agreement.  If any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement are invalid, or operate to
render this Agreement invalid, then this Agreement shall be construed as if the
invalid phrase or phrases, sentence or sentences, clause or clauses, paragraph
or paragraphs, or section or sections had not been inserted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    I.           Governing
Law; Venue.  The substantive laws of the State of Texas govern
the validity, construction, enforcement, and interpretation of this Agreement
unless the laws of the State of Texas require the application of the laws of
another state.  This Agreement is performable in Montgomery County,
Texas.

    


    The
parties have executed this instrument to be effective as of November 24,
2008.

    


    
      
        
          
            	
                    Nevada
      Gold & Casinos, Inc.

                  	 	 
      	
                    Nevada
      Gold BVR, L.L.C.

                  
	 
      	 
      	 	 
      	 
      
	
                    By:

                  	
                    /s/ Robert B. Sturges

                  	 	
                    By:

                  	
                    /s/ Robert B. Sturges

                  
	 
      	
                    Robert
      B. Sturges, CEO

                  	 	 
      	
                    Robert
      B. Sturges, President

                  
	 
      	
                    50
      Briar Hollow Lane, Suite 500W

                  	 	 
      	
                    50
      Briar Hollow Lane, Suite 500W

                  
	 
      	
                    Houston,
      Texas  77027-9304

                  	 	 
      	
                    Houston,
      Texas  77027-9304

                  


          

        

      

    

    


    
      
        
          	
                  /s/ Louise H. Rogers

                
	
                  Louise
      H. Rogers, as her Separate Property

                
	
                  2512
      Alta Mira

                
	
                  Tyler,
      Texas  75701-7301