PURCHASE
AGREEMENT

     

    THIS
PURCHASE AGREEMENT (the “Agreement”), dated as of the 25th day of
November, 2008 (the “Effective Date”), is by and between Nevada Gold BVR,
L.L.C., a Nevada limited liability company (“Seller”), and B. V. Oro, LLC, a New
York limited liability company (“Buyer”).

     

    WHEREAS,
Seller owns the Class B Membership Interest (the “Class B Membership Interest”)
in the Buena Vista Development Company, LLC, a New York limited liability
company (the “Company”); and

     

    WHEREAS,
Seller is the holder of a promissory note of the Company dated May 4, 2005,
which note is in the principal amount of $14,810,200 (the “Note”), and as to
which Note interest has accrued from date of the Note; and

     

    WHEREAS,
Seller desires to sell, assign, transfer and convey, and Buyer desires to
purchase the Class B Membership Interest and the Note including interest accrued
from date of the Note, in accordance with the terms and conditions set forth
herein;

     

    WHEREAS,
contemporaneously with the execution of this Agreement and, as required under
Section 7.2 of the Amended and Restated Operating Agreement of the Company (the
“Operating Agreement”) dated April 21, 2005, by and between Seller and Casino
Development & Management Company, LLC (the “Class A Member”), the Class A
Member consents to and approves the sale of the Class B Membership Interest from
Seller to Buyer pursuant to the terms of this Agreement and, as required under
Section 7.1 of the Operating Agreement, the Company waives all the conditions
necessary for the sale to be effectuated, the consent and waiver of which are
acknowledged below by the signatures of the Class A Member and the Company’s
duly authorized representatives;

     

    WHEREAS,
contemporaneously with the execution of this Agreement, Thomas C. Wilmot, Sr.,
Thomas C. Wilmot, Jr., Paul J. Wilmot, James P. Wilmot Trust uw fbo Loretta C.
Wilmot and Thomas C. Wilmot Trust fbo James A. Wilmot (collectively, the
“Guarantors”) have executed a Guaranty pursuant to which they absolutely,
unconditionally, and irrevocably guarantee the prompt and complete payment and
performance under this Agreement;

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements contained herein, as well as for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:

     

    1.          
  Purchase
and Sale of the Class B Membership Interest and the
Note.  Subject to the terms and conditions contained herein,
Seller hereby agrees to sell, assign, transfer and convey to Buyer, and Buyer
hereby agrees to purchase, the Class B Membership Interest and the Note
including interest accrued from the date of the Note.

     

    2.            
Consideration.  As
consideration for the Class B Membership Interest and the Note and for the
execution and delivery of the Release attached hereto as Exhibit A, Buyer
shall pay Seller consideration as follows:

     

    (a)           an
amount equal to Sixteen Million Dollars ($16,000,000), payable as described in
Section 4 below; and

     

    (b)           as
additional consideration, Buyer agrees to pay to Seller amounts reflecting a
five percent “carried interest” in the Class B Membership Interest to be
conveyed to it hereunder. At such time or times as Buyer (or Buyer’s assignee or
successor in interest) receives distributions of cash from the Company as a
result of its ownership of the Class B Membership Interest, (excluding receipt
of principal or interest on the Note) Buyer shall, within ten (10) days after
its receipt of such cash distribution, pay over to Seller an amount equal to
five percent (5%) of the amount so distributed to it.  Nothing herein
shall be construed to confer upon Seller any continuing rights or interests as a
member of the Company; and

     

    (c)           as
additional consideration, the Company will pay to Seller four million dollars
($4,000,000.00) from funds received by the Company from the Buena Vista
Rancheria of Me-Wuk Indians (the “Tribe”) in repayment of principal and interest
on advances made by the Company to the Tribe pursuant to the Development
Agreement dated December 29, 2004 with the Tribe in accordance with the terms of
this paragraph (c).   At such time or times as (i) the Company
receives such repayment of principal and interest from the Tribe, and (ii) the
Company pays to Manufacturers and Traders Trust Company the principal sum of
$15,000,000, plus accrued, unpaid interest thereon, the Company shall, within
ten (10) days after its receipt of such cash distribution, pay over to Seller a
pro rata share (as hereinafter set forth) of the amount received by Buyer from
the Tribe.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The pro
rata share payable to Seller shall be calculated at the time of each receipt of
cash as follows:

     

    
      	
               
      

            	
              (i)

            	
              Outstanding
      balance due Seller equal to $4,000,000 including interest from date of
      Closing at Prime rate plus one percent, less pro rata payments hereunder
      made to Seller;

            


    

     

    divided
by

     

    
      	
               
      

            	
              (ii)

            	
              Total
      outstanding balance of principal and interest due Company on advances to
      Tribe;

            


    

     

    multiplied
by

     

    
      	
               
      

            	
              (iii)

            	
              Cash
      payment received by the Company from the Tribe in payment of principal and
      interest on the advances.

            


    

     

    Buyer
agrees that the additional consideration set forth in this Section 2(c) shall be
paid by Buyer to Seller no later than two (2) years after the opening of the
casino to be built pursuant to the Development Agreement dated December 29, 2004
if the pro rata share payments have not been sufficient to pay the full amount
of the additional consideration.

     

    Nothing
herein shall be construed to confer upon Seller any continuing rights or
interests as a member of the Company.

     

    3.           Closing.  Each
of Buyer and Seller shall use its best efforts in order for the purchase and
sale provided in this Agreement (the “Closing”) to take place on or before
November 26, 2008.

     

    4.           Closing
Obligations.  At the Closing:

     

    (a)  Seller
shall deliver to Buyer:

     

    (i)  all
instruments, documents and items required to effectively transfer and assign the
Class B Membership Interest and the Note, including interest accrued from the
date of the Note, to Buyer with a good and marketable title, free and clear of
all liens, claims or encumbrances whatsoever;

     

    (ii) a
release in the form of Exhibit A, duly executed by Seller;

     

    (iii)
evidence, reasonably satisfactory to Buyer, that any lien, pledge or encumbrance
held by Louise H. Rogers, the senior lender to Seller’s parent (the “Lender”),
has been released; and

     

    (iv) a
certificate executed by Seller representing and warranting to Buyer that each of
Seller’s representations and warranties in this Agreement was accurate in all
material respects as of the date of this Agreement and is accurate in all
material respects as if made on the Closing; and

     

    (b)  Buyer
will deliver to Seller:

     

    (i) the
sum of Sixteen Million Dollars by wire transfer to accounts specified by
Seller;

     

    (ii) a
Guaranty in the form of Exhibit C, duly executed by the Guarantors (the
“Guaranty”);

     

    (iii)  a
release in the form of Exhibit D, duly executed by the Company and the Class A
Member; and

     

     (iv)
a certificate executed by Buyer representing and warranting to Seller that each
of Buyer’s representations and warranties in this Agreement was accurate in all
respects as of the date of this Agreement and is accurate in all respects as if
made on the Closing.

     

    5.           Representations and
Warranties of Seller.  Seller represents and warrants to Buyer,
as follows:

     

    (a)           Authority;
Power.  Upon release of the security interest in the Class B
Membership Interest and the Note by the Lender, Seller will have all requisite
capacity, power and authority to enter into this Agreement and to perform all of
its obligations hereunder.  This Agreement constitutes the legal,
valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms, except as such enforceability may be limited by laws governing
bankruptcy, insolvency and creditors’ rights generally.

     

    
      
         


      

      
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    (b)           No
Conflict.  Upon release of the security interest in the Class B
Membership Interest and the Note by the Lender, neither the execution of this
Agreement nor the consummation or performance of the transactions contemplated
by this Agreement will, directly or indirectly (with or without notice or lapse
of time): contravene, conflict with or result in a violation of any provision of
the Articles or Organization or Operating Agreement of Seller; contravene,
conflict with or result in a violation of, or give any governmental body or
other person the right to challenge any of the transactions contemplated by this
Agreement; contravene, conflict with or result in a violation or breach of any
provision of, or give any person the right to exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate, or modify
any contract; or result in the imposition or creation of any encumbrance upon or
with respect to the Class B Membership Interest or the Note. Except for the
required consents from the Lender and the Class A Member, Seller is not required
to give any notice to or obtain any consent from any person in connection with
the execution of this Agreement or the consummation of the transactions
contemplated hereby.

     

    (c)           Title to the Class B
Membership Interest.  Seller has good and marketable title to
the Class B Membership Interest and the Note including interest accrued from the
date of the Note transferred hereunder, free and clear of any liens, claims,
encumbrances, pledges, security interests, restrictive agreements, transfer
restrictions, voting trust arrangements or other imperfections or restrictions
of any nature whatsoever except for the security interest in the Class B
Membership Interest held by the Lender and the terms of the Operating
Agreement.  The Class B Membership Interest represents all of the
equity interests of the Company owned by Seller, and Seller has not been granted
any options, warrants, calls, rights, commitments or agreements of any
character, written or oral, to which the Company or Seller is bound, obligating
the Company to issue, deliver, sell, repurchase or redeem, or cause to be
issued, delivered, sold, repurchased or redeemed, any units of the membership
interests of the Company, or obligating the Company to grant, extend, accelerate
the vesting of, change the price of, otherwise amend or enter into any such
option, warrant, call, right, commitment or agreement.

     

    (d)           Waiver of
Rights.  Seller hereby waives any and all preemptive and/or
appraisal rights Seller may possess with respect to the Class B Membership
Interest.  Seller also waives any and all rights it may possess under
the terms and conditions of the Operating Agreement by and between Seller and
the Class A Member (other than Seller’s right to receive a Form K-1 and any
other tax information Seller may reasonably require in connection with its
ownership of the Class B Membership Interest) or any other agreement (other than
this Agreement), written or oral, by and among the Company and/or the Class A
Member or Seller.

     

    (e)           Due Diligence.  Buyer and the
Company have given Seller adequate opportunity to examine the books and records
of the Company and the files related to its proposed activities and to make
inquiries of the Company and Buyer related to the Company, its financial
position and proposed activities.  Seller has conducted its own
investigation of the facts, circumstances and issues associated with the
business plan of the Company and has concluded that it is prudent for Seller to
enter into this Agreement and to consummate the transactions contemplated
hereby.

     

    (f)           Release of
Liens. The
Lender has consented to the transactions contemplated by this Agreement and has
agreed to release any liens, claims, encumbrances, pledges, or security
interests she may hold in the Class B Membership Interest and the Note to be
sold and transferred hereunder.

     

    6.        Representations and
Warranties of Buyer.  Buyer represents and warrants to Seller
as follows:

     

    (a)           Authority;
Power.  Buyer and the Guarantors, have all requisite capacity,
power and authority to enter into this Agreement and to perform all of their
obligations hereunder.  This Agreement constitutes the legal, valid
and binding obligation of Buyer and its Guarantors, enforceable against them in
accordance with its terms, except as such enforceability may be limited by laws
governing bankruptcy, insolvency and creditors’ rights generally.

     

    (b)           No
Conflict.  Neither the execution of this Agreement nor the
consummation or performance of the transactions contemplated by this Agreement
will, directly or indirectly (with or without notice or lapse of time):
contravene, conflict with or result in a violation of any provision of the
Articles of Organization or Operating Agreement of Buyer or any other person
affiliated with Buyer or the Guarantors; contravene, conflict with or result in
a violation of, or give any governmental body or other person the right to
challenge any of the transactions contemplated by this Agreement; or contravene,
conflict with or result in a violation or breach of any provision of, or give
any person the right to exercise any remedy under, or to accelerate the maturity
or performance of, or to cancel, terminate, or modify any contract. Neither
Buyer nor the Guarantors, or any other person affiliated with Buyer or the
Guarantors, are required to give any
notice to or obtain any consent from any person in connection with the execution
of this Agreement or the consummation of the transactions contemplated
hereby.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    7.           Conditions Precedent to
Buyer’s Obligation to Close.  Buyer’s obligation to purchase
the Class B Membership Interest and the Note and to take the other actions
required to be taken by Buyer at the Closing, and the Guarantors’ obligation to
execute and deliver the Guaranty, are subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by Buyer and the Guarantors, in whole or in
part):

     

    (a)           Accuracy of
Representations.  All of Seller’s representations and
warranties in this Agreement (considered collectively), and each of the
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing as if made on the
Closing.

     

    (b)           Seller’s
Performance.  All of the covenants and obligations that Seller
is required to perform or to comply with pursuant to this Agreement at or prior
to the Closing must have been duly performed and complied with in all material
respects. Each document required to be delivered pursuant to Section 4 must have
been delivered.

     

    (c)           Consents.  Any
consents of third parties required for consummation of the transactions
contemplated by this Agreement must have been obtained and must be in full force
and effect.

     

    (d)           No
Proceedings.  Since the date of this Agreement, there must not
have been commenced or threatened against Buyer or the Company, or against any
other person affiliated with Buyer or the Company, any proceeding (i) involving
any challenge to, or seeking damages or other relief in connection with, any of
the transactions contemplated by this Agreement, or (ii) that may have the
effect of preventing, delaying or making illegal the
transactions contemplated by this Agreement.

     

    (e)           Claim Regarding
Ownership.  There must not have been made or threatened by any
person any claim asserting that such person (i) is the holder or the beneficial
owner of, or has the right to acquire or to obtain beneficial ownership of, the
Class B Membership Interest or the Note, or (ii) is entitled to all or any
portion of the purchase price payable for the Class B Membership Interest or the
Note, other than any payment to be made by Seller to the Lender.

     

    (f)           Release of
Liens.  Any liens, pledges or encumbrances on the Class B
Membership Interest or the Note, including any lien, pledge or encumbrance held
by the Lender, shall have been released.

     

    8.           Conditions Precedent to
Seller’s Obligation to Close.  Seller’s obligation to sell the
Class B Membership Interest and the Note and to take the other actions required
to be taken by Seller at the Closing is subject to the satisfaction, at or prior
to the Closing, of each of the following conditions (any of which may be waived
by Seller, in whole or in part):

     

    (a)           Accuracy of
Representations.  All of Buyer’s and its Guarantors’ representations
and warranties in this Agreement (considered collectively), and each of the
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing as if made on the
Closing.

     

    (b)           Buyer’s
Performance.  All of the covenants and obligations that Buyer
and its Guarantors are required to perform or to comply with pursuant to this
Agreement at or prior to the Closing must have been duly performed and complied
with in all material respects. Each document required to be delivered pursuant
to Section 4 must have been delivered.

     

    (c)           Consents.  Any
consents of third parties required for consummation of the transactions
contemplated by this Agreement must have been obtained and must be in full force
and effect.

     

    9.           Termination.  This
Agreement may, by notice given prior to or at the Closing, be
terminated:

     

    (a)  by either Buyer or
Seller if a material breach of any provision of this Agreement has been
committed by the other party and such breach has not been waived;

     

    (b)  (i) by Buyer if any of
the conditions in Section 7 has not been satisfied as of the Closing or if
satisfaction of such condition is or becomes impossible (other than through the
failure of Buyer to comply with its obligations under this Agreement) and Buyer
has not waived such condition on or before the Closing; or (ii) by Seller, if
any of the conditions in Section 8 has not been satisfied as of the Closing or
if satisfaction of such condition is or becomes impossible (other than through
the failure of Seller to comply with its obligations under this Agreement) and
Seller has not waived such condition before the Closing;

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


     (c)  by mutual
consent of Buyer and Seller; or

     

     (d)  by either Buyer
or Seller if the Closing has not occurred on or before November 26,
2008.

     

    10.           Effect of
Termination.  Each party’s right of termination under Section 9
is in addition to any other rights it may have under this Agreement or
otherwise, and the exercise of a right of termination will not be an election of
remedies. If this Agreement is terminated pursuant to Section 9, all further
obligations of the parties under this Agreement will terminate, except the
obligations in Sections 12 and 13 will survive; provided, however, that if this
Agreement is terminated by a party because of the breach of this Agreement by
the  other party or because one or more of the conditions to the
terminating party’s obligations under this Agreement is not satisfied as a
result of the other party’s failure to comply with its obligations under this
Agreement, the terminating party’s right to pursue all legal remedies will
survive such termination unimpaired.

     

    11.          Indemnification.

     

    (a)          Indemnification By
Seller.  Seller hereby agree to indemnify and hold harmless the
Buyer, the Company, the Class A Member, the Guarantors, and their respective
officers, managers, legal representatives, successors and assigns, from and
against any and all claims, damages and liabilities, including but not limited
to reasonable attorney’s fees and expenses and costs of enforcement of this
Agreement incurred by them which are caused by the breach of any representation,
warranty or covenant made by Seller under this Agreement.

     

    (b)           Indemnification By Buyer and
Guarantors.  Buyer and the Guarantors hereby agree to indemnify
and hold harmless Seller, and Seller’s officers, managers, legal
representatives, successors and assigns, from and against any and all losses,
claims, damages and liabilities, including but not limited to reasonable
attorney’s fees and expenses and costs of enforcement of this Agreement incurred
by Seller which are caused by (i) the breach of any representation, warranty or
covenant made by Buyer or the Guarantors under this Agreement, or
(ii) any acts or omissions relating to the operation of the Company’s business
from and after the Closing.

     

    12.           Confidentiality.  Each
of the parties hereto hereby agrees not to disclose, and to keep confidential,
the terms and conditions contained herein and any and all information relating
to the operation of the Company’s business prior to the Closing, except to the
extent such information is required to be disclosed (a) pursuant to the public
disclosure obligations of Seller or its parent company, (b) in litigation
concerning a breach of this Agreement, (c) to a governmental agency in
connection with the disclosing party’s tax returns or otherwise, (d) pursuant to
a subpoena, court order or other legal process, or (e) to a party’s legal or
financial advisors, so long as such advisors are obligated to maintain the
confidentiality of such information.

     

    13.           Expenses.  Except
as otherwise expressly provided in this Agreement, each party to this Agreement
will bear its respective expenses incurred in connection with the preparation,
execution, and performance of this Agreement and the transactions contemplated
hereby, including fees and expenses of agents, representatives, counsel and
accountants. In the event of any termination of this Agreement, the obligation
or each party to pay its own expenses will be subject to the rights of such
party arising from a breach of this Agreement by the other party.

     

    14.           Notices.  All
notices or other communications required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered by hand or sent by
registered or certified mail, return receipt requested, to the parties at their
respective addresses set forth below:

     

      If to Buyer:

     

    B.V. Oro, LLC

    1265 Scottsville Road

    Rochester, New York 14624

    Attn: Thomas C. Wilmot,
Jr.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

      If to Seller:

    


    Nevada Gold BVR, L.L.C.

    c/o Nevada Gold & Casinos,
Inc.
50 Briar Hollow Lane

    Suite
500W
Houston, Texas 77027
Attn: General Counsel

     

    Any such
notice, if hand delivered, shall be effective upon the date of delivery and, if
given by certified or registered mail, shall be effective upon receipt or
refusal of delivery thereof.

     

    15.           Amendments.  Neither
this Agreement, nor any term or provision hereof, may be changed, waived,
discharged or terminated orally, or in any manner other than by an instrument in
writing signed by all of the parties hereto.

     

    16.           Entire
Agreement.  This Agreement contains the entire understanding
among the parties with respect to the subject matter hereof and supersedes all
prior agreements or understandings between the parties relating thereto, and no
amendment, change or modification shall be effective unless in writing and
signed by each of the parties hereto.

     

    17.           Binding Effect; Limited
Assignment.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto, and their respective heirs, beneficiaries,
legal representatives, agents, successors and assigns, except as otherwise
provided herein.  No party may assign its rights or obligations under
this Agreement without the prior written consent of all other parties hereto,
except by operation of law and except that this Agreement may be assigned by
Seller to any affiliate of Seller or to the Lender without requirement of
further consent.  Any attempted assignment in violation of this
Agreement shall be null and void and of no effect whatsoever.

     

    18.           Waiver.  Any
waiver by a party of any breach of any term or condition of this Agreement shall
not be deemed a waiver of any other breach, nor shall any failure to enforce any
provision of this Agreement operate as a waiver of such provision or of any
other provision, nor constitute nor be deemed a waiver or release of any other
party for anything arising out of, connected with or based upon this
Agreement.

     

    19.           Survival.  The
covenants, representations, warranties and other written statements contained in
this Agreement shall survive the execution and delivery hereof and the
consummation of the transactions contemplated herein.

     

    20.           Governing
Law.  This Agreement shall be governed by, interpreted,
construed and enforced in accordance with the laws of the State of New
York.

     

    21.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original and all of which, when taken together, shall constitute
one and the same instrument.

     

    [Remainder
of Page Intentionally Left Blank]

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
to be effective as of the date first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                NEVADA
      GOLD BVR, L.L.C.

                                              	 
      	
                                                B.
      V. Oro, LLC

                                              
	
                                                By:
      Nevada Gold & Casinos, Inc.

                                              	 
      	
                                                By:

                                              	/s/
      Paul J. Wilmot
	
                                                Its:  Sole
      Member

                                              	 
      	
                                                Name:  Paul
      J. Wilmot

                                              
	 
      	 
      	
                                                Title:
      Manager

                                              
	
                                                By:

                                              	/s/
      Robert B. Sturges	 
      	 
      
	
                                                Name:
      Robert B. Sturges

                                              	 
      	 
      
	
                                                Title:
      CEO

                                              	 
      	 
      
	 
      	 
      	 
      
	
                                                GUARANTORS:

                                              	 
      	 
      
	 
      	 
      	 
      
	
                                                /s/ Thomas C. Wilmot

                                              	 
      	
                                                /c/ Thomas C. Wilmot,
Jr.

                                              
	
                                                Name:
      Thomas C. Wilmot, Sr.

                                              	 
      	
                                                Name:
      Thomas C. Wilmot, Jr.

                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                /s/ Paul J. Wilmot

                                              	 
      	
                                                /s/ Thomas C. Wilmot

                                              
	
                                                Name:
      Paul J. Wilmot

                                              	 
      	
                                                Name:
      Thomas C. Wilmot, Sr., Trustee

                                              
	 
      	 
      	
                                                James
      p. Wilmot Trust uw fbo

                                              
	 
      	 
      	
                                                Loretta
      C. Wilmot

                                              
	 
      	 
      	 
      
	
                                                /s/ Thomas C. Wilmot

                                              	 
      	 
      
	
                                                Name:
      Thomas C. Wilmot, Sr., Trustee

                                              	 
      	 
      
	
                                                Thomas
      C. Wilmot Trust fbo

                                              	 
      	 
      
	
                                                James
      A. Wilmot

                                              	 
      	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Acknowledged and consented
to:

    


    The
undersigned, being the Class A Member of the Company, hereby waives any and all
preemptive and/or appraisal rights it may possess with respect to the Class B
Membership Interest being sold hereunder, and consents to the consummation of
the transactions contemplated by the foregoing Agreement:

    


    CASINO
DEVELOPMENT AND MANAGEMENT COMPANY, LLC

    By: CDM
Management, LLC, its Managing Member

    


    
      
        	
                By:

              	
                /s/ Thomas C. Wilmot, Sr.

              	 
      
	
                Name:
      Thomas C. Wilmot, Sr.

              	 
      
	
                Title:  Managing
      Member

              	 
      


      

    

    


    Acknowledged and consented
to:

    


    The
undersigned, being the Company named in the within Agreement, hereby agrees to
be bound by the terms thereof and consents to the consummation of the
transactions contemplated by the foregoing Agreement and, as required by Section
7.1 of the Operating Agreement of the Company,  hereby waives any and
all conditions necessary for the sale thereby contemplated to be
consummated.

    


    
      
        	
                BUENA
      VISTA DEVELOPMENT COMPANY, LLC

              	 
      
	
                By:

              	
                /s/ Thomas C. Wilmot, Sr.

              	 
      
	
                Name:
      Thomas C. Wilmot, Sr.

              	 
      
	
                Title:  Managing
      Member

              	 
      


      

    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    RELEASE

     

    THIS
RELEASE is being executed and delivered in accordance with Section 4(a)(ii) of
the Purchase Agreement dated November __, 2008 (the “Agreement”) between B. V.
Oro, LLC, a New York limited liability company (“Buyer”) and Nevada Gold BVR,
L.L.C., a Nevada limited liability company (“Seller”).  Capitalized
terms used in this Release without definition have the meanings given to them in
the Agreement.

     

    Seller
acknowledges that execution and delivery of this Release is a condition to
Buyer’s obligation to purchase the Class B Membership Interest and the Note of
Buena Vista Development Company, LLC (the “Company”) pursuant to the Agreement
and that Buyer is relying on this Release in consummating such purchase. Seller,
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and intending to be legally bound, in order to induce Buyer
to purchase the Class B Membership Interest and the Note pursuant to the
Agreement, hereby agrees as follows:

     

    Seller,
on behalf of itself and each of its legal representatives, members, employees,
agents, successors and assigns (collectively, “Releasors”) hereby releases and
forever discharges Buyer, the Company, the Guarantors and each of their
respective legal representatives, members, employees, agents, successors and
assigns (“Releasees”), from all actions, causes of action, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims and damages whatsoever, arising in any
jurisdiction, at law or in equity against Releasees which Releasors or any
Releasor ever had, now have or hereafter can, shall or may have arising out of
any matter, cause or event occurring contemporaneously with or prior to the
Closing, including but not limited to, any rights of indemnification or
reimbursement from the Company, or matters arising by reason of or in connection
with Releasor’s ownership, operation or any affiliation or relationship with the
Company or any interest therein or employment thereby, including without
limitation any claim for accrued salary, distributions, dividends, profits or
other benefits, or any agreement, instrument, matter, cause or thing related
thereto, from the beginning of the world until the date hereof.

     

    Notwithstanding
any provision to the contrary set forth herein, Releasors do not release Buyer
or Guarantors from any of their obligations under the Agreement or the
Guaranty.

     

    Seller
hereby irrevocably covenants to refrain from, directly or indirectly, asserting
any claim or demand, or commencing, instituting or causing to be commenced, any
proceeding of any kind against any Releasee, based on any matter purported to be
released hereby.

     

    This
Release may not be changed orally.  This Release shall be governed by
and construed in accordance with the laws of the State of New
York.  This Release shall be binding upon Releasors and Releasee and
shall inure to the benefit of Releasors and Releasee.

     

    IN
WITNESS WHEREOF, each Releasor has executed this Release as of the __ day of
_________, 2008.

     

    
      
        
          
            
              	 
      	
                      NEVADA
      GOLD BVR, L.L.C.

                    
	 
      	
                      By:
      Nevada Gold & Casinos, Inc., its sole member

                    
	 
      	 
      
	 
      	

                      By:

                    	
                       

                    
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    


            

          

        

      

    

    STATE OF
___________   )

    COUNTY OF
_________   )  ss:

    


    The
foregoing instrument was acknowledged before me this __ day of ________, 2008,
by ________ as _______ of Nevada Gold & Casinos, Inc., on behalf of said
company.

    


    
      
        
          
            
              	 
      	 
      
	 
      	
                      Notary
      Public

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


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        2

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    GUARANTY

     

    THIS
GUARANTY (this “Guaranty”) is made
this ___ day of November, 2008, by THOMAS C. WILMOT, SR., THOMAS C. WILMOT, JR.,
PAUL J. WILMOT, JAMES P. WILMOT TRUST uw fbo LORETTA  C. WILMOT and
THOMAS C. WILMOT TRUST fbo JAMES A. WILMOT, individuals with an office address
at 1265 Scottsville Road, Rochester, New York 14624 (individually, a “Guarantor” and,
collectively, the “Guarantors”), in
favor of NEVADA GOLD BVR, L.L.C., a Nevada limited liability company having an
office at 50 Briar Hollow Lane, Suite 500W, Houston , Texas 77027 (“Nevada
Gold”).

     

    RECITALS

     

    A.           Concurrently
herewith, Nevada Gold is selling to B. V. Oro, LLC, a New York limited liability
company (“Oro”), and Oro is
purchasing from Nevada Gold, Nevada Gold’s entire Class B Membership Interest
(the “Membership
Interest”) in Buena Vista Development Company, LLC, a New York limited
liability company (“Buena Vista”), and a
promissory note dated May 4, 2005 in the principal amount of $14,810,200,
including interest accrued from the date of the Note (the “Buena Vista Note”)
issued by Buena Vista to Nevada Gold, all in accordance with a Purchase
Agreement of even date herewith (the “Purchase Agreement”)
between Nevada Gold and Oro.

     

    B.           Of
the $16 million purchase price for the Membership Interest and the Buena Vista
Note, $16 million is being paid by Oro concurrently herewith in immediately
available funds.

     

    C.           To
induce Nevada Gold to enter into the Purchase Agreement, the Guarantors have
agreed to execute and deliver this Guaranty.

     

    D.           As
the Guarantors are all related by blood and are related to the principals of
Oro, they will either derive direct and immediate financial benefit, or other
indirect benefit arising out of that relationship, from the entry by Nevada Gold
and Oro into the Purchase Agreement and the consummation of the transactions
thereunder.

     

    NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Guarantors agree as follows:

     

    1.           Guaranty of Obligations;
Enforcement Costs.  The Guarantors hereby absolutely,
unconditionally and irrevocably guarantee the prompt and complete payment and
performance when due of each and every obligation of Oro to Nevada Gold arising
under the Purchase Agreement (the “Obligations”).  The
Guarantors shall also pay to Nevada Gold all costs and expenses, including
reasonable attorneys’ fees, incurred by Nevada Gold in the enforcement,
protection, defense or collection of the Obligations and this
Guaranty.

     

    2.           Waiver and
Consent.  The Guarantors unconditionally and absolutely waive:
(a) diligence, presentment, protest and all notices and demands of every kind
whatsoever, including, without limitation, demand for payment, notice of
nonpayment, notice of the acceptance of this Guaranty by Nevada Gold and of the
creation and existence of any of the Obligations, and notice of any default by
Oro in its obligations to Nevada Gold under the Purchase Agreement; (b) the
invalidity or unenforceability of the Obligations; (c) any failure, neglect or
omission on the part of Nevada Gold to realize or protect the Obligations; and
(d) any and all acts or things by Nevada Gold to be done to establish the
liability of the Guarantors hereunder.  The Guarantors consent to all
terms and conditions regarding the Obligations and any indulgence, extension,
forbearance, forgiveness or other modification of the amounts or terms granted
or made with respect to the Obligations.

     

    3.           Continuing
Guaranty.  No act or thing,
except payment and performance of the Obligations in full, shall in any way
affect or impair this Guaranty, and this Guaranty shall be a continuing,
absolute, and unconditional guaranty and shall be in force and be binding upon
the Guarantors until the Obligations are fully paid and performed.

     

    4.           Payment and
Performance.  In the event any
of the Obligations or any portion thereof are not paid or performed by Oro when
due, the Guarantors shall pay to Nevada Gold all amounts owing by Oro and
perform the other obligations of Oro under the Purchase Agreement in like manner
as if the Obligations constituted the direct obligations of the
Guarantors.  It is further agreed that Nevada Gold, prior to
exercising its rights hereunder, shall not be required to pursue or exhaust any
of its rights or remedies against Oro or other persons or its or their property,
this being a guaranty of payment and not of collection.

     

    5.           Subrogation.  No payment by the
Guarantors pursuant to this Guaranty shall entitle the Guarantors, by
subrogation or otherwise, to the rights of Nevada Gold, to any payment by, or to
receive any property of, Oro until all of the Obligations and all costs,
expenses, and attorneys’ fees paid or incurred by Nevada Gold in endeavoring to
collect the Obligations and enforcing this Guaranty have been fully
paid.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           Payments Set
Aside.  If any payment
made to Nevada Gold in reduction of the Obligations is thereafter set aside,
recovered, rescinded or required to be returned for any reason (including,
without limitation, the bankruptcy, insolvency, or reorganization of Oro or the
Guarantors or any other obligor of the Obligations), the Obligations to which
such payment was applied shall, for the purposes of this Guaranty, be deemed to
have continued in existence regardless of such payment, and this Guaranty shall
be enforceable as to the Obligations as fully as if such payment had never been
made, notwithstanding the cancellation of any other agreement evidencing the
Obligations.

     

    7.           Severability.  Any invalidity or
unenforceability of any provision or application of this Guaranty shall not
affect the validity and enforceability of the remaining provisions of this
Guaranty, which shall remain in full force and effect.

     

    8.           Successors and Assigns;
Assignment.  This Guaranty shall inure to the benefit of, and
be binding upon, the parties hereto and their respective heirs, successors,
administrators and permitted assigns.  The Guarantors may not assign
this Guaranty or any of their obligations hereunder.

     

    9.           Joint and Several
Liability.  Any agreement, promise, undertaking, representation
or warranty made herein by the Guarantors shall be deemed to have been made and
given jointly and severally by each Guarantor, and each Guarantor shall be
jointly and severally liable for the obligations of the Guarantors
hereunder.

     

    10.           Governing
Law.  This Guaranty shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York, without
regard to its conflict of laws principles.

     

    11.           Notices.  Any
notice, request, demand, waiver, consent, approval or other communication which
is required or permitted hereunder shall be in writing and shall be sent by hand
delivery, by reputable overnight courier providing a receipt against delivery,
or by registered or certified mail and shall be deemed given when received (or
when delivery of such notice is refused) at the address of the applicable party
set forth in this Guaranty or such other address as a party may designate by
notice given in accordance with this Section 11.

     

    12.           Entire Agreement; Written
Modification.  This Guaranty
sets forth the entire understanding by the Guarantors in favor of Nevada Gold
related to the subject matter hereof and supersedes and replaces all prior or
contemporaneous communications and agreements of the parties, written or
otherwise, concerning the subject matter of this Guaranty.  No course
of dealing, course of performance, or trade usage shall be used to supplement or
alter the terms of this Guaranty.  No alteration, modification, or
amendment of this Guaranty shall be effective except if set forth in a writing
signed by the Guarantors and Nevada Gold.

     

    13.           Jurisdiction; Waiver Of Jury
Trial; Personal Service.  AFTER CONSULTATION WITH COUNSEL, THE
GUARANTORS HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY
LITIGATION INVOLVING THE SUBJECT MATTER OF THIS GUARANTY AND HEREBY AGREE THAT,
IN THE EVENT OF ANY LITIGATION INVOLVING THE SUBJECT MATTER OF THIS GUARANTY,
THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.  THE GUARANTORS HEREBY CONSENT TO THE JURISDICTION OF THE NEW
YORK STATE COURTS AND THE UNITED STATES DISTRICT COURT, EACH LOCATED IN THE
BOROUGH OF MANHATTAN IN ANY LITIGATION ARISING HEREUNDER, AND IRREVOCABLY WAIVE
ALL DEFENSES TO THE PERSONAL JURISDICTION OF SUCH COURTS, INCLUDING, WITHOUT
LIMITATION, DEFENSES BASED UPON THE INCONVENIENCE OF SUCH FORUMS, AND HEREBY
CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.  THE GUARANTORS HEREBY WAIVE PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT AND FURTHER AGREE THAT SERVICE OF ANY SUCH PROCESS MAY BE EFFECTED, IN
ADDITION TO ANY OTHER MEANS PERMITTED BY THE APPLICABLE RULES OF COURT, BY
MAILING SUCH PROCESS CERTIFIED MAIL, RETURN RECEIPT REQUESTED OR BY REPUTABLE
OVERNIGHT COURIER PROVIDING A RECEIPT AGAINST DELIVERY TO SUCH PARTY IN
ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS GUARANTY AND THAT SERVICE SO MADE
SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE ADDRESSEE’S ACTUAL RECEIPT
THEREOF OR REFUSAL OF DELIVERY.  NOTHING IN THIS GUARANTY SHALL BE
DEEMED OR OPERATE TO AFFECT THE RIGHT OF NEVADA GOLD TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY NEVADA GOLD
OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR TAKING OF ANY ACTION UNDER
THIS GUARANTY TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE FORUM OR
JURISDICTION.

     

    [Remainder
of page intentionally left blank]

     

    IN
WITNESS WHEREOF, each of the Guarantors has executed this Guaranty the day and
year first above written.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	 
      	 
      
	 
      	
                          THOMAS
      C. WILMOT, SR.

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          THOMAS
      C. WILMOT, JR.

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          PAUL
      J. WILMOT

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          THOMAS
      C. WILMOT, SR., Trustee

                        
	 
      	
                          JAMES
      P. WILMOT TRUST uw fbo

                        
	 
      	
                          LORETTA
      C. WILMOT

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          THOMAS
      C. WILMOT, SR, Trustee

                        
	 
      	
                          THOMAS
      C. WILMOT TRUST fbo

                        
	 
      	
                          JAMES
      A.
WILMOT

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    RELEASE

     

    THIS
RELEASE is being executed and delivered in accordance with Section 4(b)(iv) of
the Purchase Agreement dated November __, 2008 (the “Agreement”) between B. V.
Oro, LLC, a New York limited liability company (“Buyer”) and Nevada Gold BVR,
L.L.C., a Nevada limited liability company (“Seller”).  Capitalized
terms used in this Release without definition have the meanings given to them in
the Agreement.

     

    Company
and Class A Member acknowledge that execution and delivery of this Release is a
condition to Seller’s obligation to sell the Class B Membership Interest and the
Note of Company pursuant to the Agreement and that Seller is relying on this
Release in consummating such sale and delivering its release in favor of
Company, Buyer and the Guarantors.  Company and Class A Member, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and intending to be legally bound, in order to induce Seller to
sell the Class B Membership Interest and the Note pursuant to the Agreement,
hereby agrees as follows:

     

    Company
and Class A Member, on behalf of themselves and their respective legal
representatives, members, employees, agents, successors and assigns
(collectively, “Releasors”) hereby releases and forever discharges Seller and
its legal representatives, members, employees, agents, successors and assigns
(“Releasees”), from all actions, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and damages whatsoever, arising in any jurisdiction,
at law or in equity against Releasees which Releasors or any Releasor ever had,
now have or hereafter can, shall or may have arising out of any matter, cause or
event occurring contemporaneously with or prior to the Closing, including but
not limited to, any rights of indemnification or reimbursement or to receive
capital contributions from Seller, or matters arising by reason of or in
connection with the business of the Company or its operating agreement or other
organizational documents, or any agreement, instrument, matter, cause or thing
related thereto, from the beginning of the world until the date
hereof.

     

    Notwithstanding
any provision to the contrary set forth herein, Releasors do not release Seller
from any of its obligation under the Agreement.

     

    Each of
Company and Class A Member hereby irrevocably covenants to refrain from,
directly or indirectly, asserting any claim or demand, or commencing,
instituting or causing to be commenced, any proceeding of any kind against any
Releasee, based on any matter purported to be released hereby.

     

    This
Release may not be changed orally.  This Release shall be governed by
and construed in accordance with the laws of the State of New
York.  This Release shall be binding upon Releasors and Releasee and
shall inure to the benefit of Releasors and Releasee.

     

    IN
WITNESS WHEREOF, each Releasor has executed this Release as of the __ day of
_________, 2008.

     

    BUENA
VISTA DEVELOPMENT COMPANY, LLC


    
      
        
          	
                  By:

                	 
      
	
                  Name:

                	
                  Thomas C. Wilmot, Sr.

                
	
                  Title:

                	
                  Managing
Member

                


        

      

    

    


    CASINO
DEVELOPMENT AND MANAGEMENT COMPANY, LLC

    By: CDM
Management, LLC, its Managing Member

    


    
      
        
          	
                  By:

                	 
      
	
                  Name:

                	
                  Thomas C. Wilmot, Sr.

                
	
                  Title:

                	
                  Managing
Member

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    STATE OF
New York       )

    COUNTY OF
Monroe       )  ss:

    


    The
foregoing instrument was acknowledged before me this __ day of November, 2008,
by Thomas C. Wilmot, Sr. as Managing Member of Buena Vista Development Company,
LLC, on behalf of said company.

    


    
      
        
          	 
      	 
      
	 
      	
                  Notary
      Public

                


        

      

    

     

    STATE OF
New York       )

    COUNTY OF
Monroe       )  ss:

    


    The
foregoing instrument was acknowledged before me this __ day of November, 2008,
by Thomas C. Wilmot, Sr. as Managing Member of Casino Development And Management
Company, LLC, on behalf of said company.

    


    
      
        
          	 
      	 
      
	 
      	
                  Notary
      Public