June 22,
2009                                                          


    


    [Investor
name and address]

    


    Ladies
and Gentlemen:

    


    You have
previously entered into a Subscription Agreement (the “Agreement”) with Nevada
Gold Holdings, Inc., a Nevada Corporation (the “Company”), in connection with
the private placement offering (the “Offering”) of a minimum of 4,000,000 and a
maximum of 8,000,000 units of securities (the “PPO Units”) issued by the
Company, at a purchase price of $0.25 per PPO Unit.  Each PPO Unit
consists of (i) one share of the Company’s common stock, par value $0.001 per
share (“Common Stock”), and (ii) a warrant representing the right to purchase
one share of Common Stock, exercisable for a period of five years at an exercise
price of $0.50 per whole share; and in the event the Offering is oversubscribed,
the Company may, in its discretion, sell up to 1,000,000 additional Units at the
same purchase price per Unit.

    


    The
Company desires to modify the terms of the Agreement to provide that the minimum
size of the Offering shall be 2,000,000 PPO Units.  All other terms of
the Agreement and the Offering will remain unchanged.  If you are in
agreement, please sign, date and return to us as indicated below a copy of this
letter.  By so doing, you also confirm the continued accuracy of the
information in the Investor Certification submitted by you with your
subscription agreement.

    


    Please
send a signed copy of this letter to:

    


    Gottbetter
& Partners, LLP

    488
Madison Avenue, 12th Floor

    New York,
NY 10022

    Facsimile
Number: (212) 400-6901

    Telephone
Number: (212) 400-6900

    Attn:
Rachel L. DeGenaro

    E-mail
Address: rlg@gottbetter.com

    


    Nevada
Gold Holdings, Inc.

    1265 Mesa
Drive

    Fernley,
NV 89408

    (775)
835-6177

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    June 22,
2009

    Page
2

    


    Thank you very much for your continuing support of Nevada
Gold Holdings.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            Very
      truly yours:

                                          
	 
      	 
      	 
      
	 
      	
                                            NEVADA
      GOLD HOLDINGS, INC.

                                          
	 
      	 
      	 
      
	 
      	
                                            By:

                                          	
                                            

                                          
	 
      	 
      	
                                            Name: David
      C. Mathewson

                                          
	 
      	 
      	
                                            Title:   President
      and CEO

                                          
	 
      	 
      	 
      
	
                                            Dated:  June
      __, 2009

                                          	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                            SUBSCRIBER

                                          
	 
      	 
      
	 
      	 
      
	 
      	
                                            Name
      of Entity

                                          
	 
      	 
      
	 
      	 
      
	 
      	
                                            Signature

                                          
	 
      	 
      
	 
      	
                                            Print Name:

                                          	 
      
	 
      	 
      
	  
          	
                                            Title:

                                          	
                                             
      

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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