AMENDMENT
NO. 1 TO

     

    NEVADA
GOLD HOLDINGS, INC.

     

    2008
EQUITY INCENTIVE PLAN

     

     

    This
Amendment No. 1 (this “Amendment”) to the Nevada Gold Holdings, Inc. 2008 Equity
Incentive Plan (the “2008 Plan”) is made effective immediately following the
effective time of the Company’s contemplated one-for-fifteen reverse stock split
of the Common Stock (the “Reverse Split”).  Unless otherwise defined
herein, capitalized terms used in this Amendment shall have the meaning given to
them in the 2008 Plan.

     

    WHEREAS,
the Company’s Board of Directors has approved, and stockholders holding a
majority of the Company’s Common Stock have approved the Reverse Split;
and

     

    WHEREAS,
the Company is planning to effect the Reverse Split as soon as practicable
following satisfaction of certain regulatory requirements; and

     

    WHEREAS,
upon consummation of the Reverse Split, pursuant to Section 14 of the 2008 Plan,
the maximum aggregate number of shares of Common Stock with respect to which
awards may be granted under the 2008 Plan (the “Plan Maximum”) will be reduced
from 4,000,000 shares to 266,666 shares; and

     

    WHEREAS,
the Board of Directors and the stockholders of the Company have determined to
increase the Plan Maximum by amending Section 3 of the 2008 Plan, effective
immediately following the effective time of the Reverse Split.

     

    NOW,
THEREFORE, intending to be legally bound hereby, the Company hereby amends the
2008 Plan as follows:

     

    
      
        	
              	
                1.

              	
                Section
      3(a) of the 2008 Plan is amended to read as
  follows:

              


      

    

     

    
      
        	
              	
                (a)

              	
                Share Reserve and
      Automatic Increases.

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              Subject
      to the provisions of Section 14 of the Plan, the maximum aggregate number
      of Shares that may be awarded and sold under the Plan is 3,000,000
      Shares.  The Shares may be authorized, but unissued, or
      reacquired Common Stock.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      number of Shares available for issuance under the Plan (the “Floating
      Maximum”) will be increased on the first day of each Fiscal Year beginning
      with the 2011 Fiscal Year, in an amount equal to the lesser of (i) the
      difference between 5% of the number of Diluted Shares (as defined below)
      on the last day of the immediately preceding Fiscal Year and the maximum
      aggregate number of Shares subject to the Plan on the last day of the
      immediately preceding Fiscal Year, or (ii) such other number of Shares as
      is determined by the Board.  As used herein, “Diluted Shares”
      means the outstanding Shares, together with all Shares issuable upon
      conversion of convertible debt and equity securities (including interest
      accrued thereon), and all Shares issuable upon exercise of options
      warrants or other rights (excluding options issued under the Plan) having
      an exercise price equal to or less than the Fair Market Value at the time
      of measurement.  The maximum number of shares of common stock
      that may be issued under the Plan pursuant to the exercise of Incentive
      Stock Options is the lesser of (A) the Floating Maximum, and (B)
      15,000,000 Shares.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
            	
              2.

            	
              All
      of the other terms of the 2008 Plan continue with full force and
      effect.

            


    

     

    IN
WITNESS WHEREOF, this Amendment has been executed by the Company as of the date
first above written.

     

     

    
      
        
          
            
              	 
      	
                      NEVADA
      GOLD HOLDINGS, INC.

                    	 
	 	 	 	 
	 
      	 
      	 
      	 
	 
      	
                      By:

                    	
                      /s/
      David Rector

                    	 
	 
      	 
      	
                      Name:
      David Rector

                    	 
	 
      	 
      	
                      Title:
      Chief Executive Officer