EXHIBIT
10.1

     

     

    
      SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

      


      THIS
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of June
8, 2009, to be effective as of August 1, 2009 between ERNEST E. EAST
(“Employee”), and NEVADA GOLD & CASINOS, INC., A Nevada corporation with
headquarters at 50 Briar Hollow Lane, Suite 500 West, Houston, Texas 77027
(“Employer” or the “Company”).

      


      W I T N E S S E T H

      


      WHEREAS, Employee and Employer are
parties to that certain employment agreement dated as of December 29, 2006, as
amended on April 14, 2008 (the “Employment Agreement”).

      


      WHEREAS,
Employer recognizes the significant contribution that Employee has made in
resolving the Company’s legal problems, reducing outside legal expenses,
disposing of Employer’s non-core assets and otherwise performing his duties as
General Counsel and Compliance Officer in an excellent manner and desires to
maintain the services of Employee.

      


      WHEREAS, the Employer and Employee have
agreed to make certain amendments to the Employment Agreement, as more fully
described herein, on the terms and conditions hereinafter set
forth.

      


      NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Employment
Agreement is hereby amended as follows:

      


      1.           Duties and
Title.  The last two sentences of Section 3 are deleted in
their entirety and the following is substituted therefore:

      


      Effective
August 1, 2009 Employee:

      


      
        	
                 
      

              	
                a.

              	
                Will
      not be required to devote more than 50% of his working time to his duties
      as an Employee of Employer;

              


      

      


      
        	
                 
      

              	
                b.

              	
                May
      perform such duties from a location outside Houston,
  Texas;

              


      

      


      
        	
                 
      

              	
                c.

              	
                Will
      travel to Houston, Texas and other locations as reasonably requested by
      the Chief Executive Officer of the Company to perform his
      duties.  All travel expenses will be paid by
      Employer;

              


      

      


      
        	
                 
      

              	
                d.

              	
                May
      offer his services to third parties so long as there is no interference
      with his responsibilities to Employer and the services provided do not
      represent a conflict of interest with
Employer.

              


      

      


      2.           Salary.  Section
4(a) is amended to provide that Employee’s base salary shall be $130,000 per
annum.  However, if Employer expands its current operations so that
Employee may be required to devote more than 50% of his working time to
Employer, then an appropriate increase in compensation shall be
made.

      


      3.           Performance
Bonuses.  Section 4(d) is amended to provide that the criteria
for Employee’s Performance Bonus shall be based solely upon achievement of
Employer’s Target Plan strategic and financial goals.

      


      4.           Section
5(c) is deleted in its entirety.

      


      5.           On
July 1, 2009 Employee shall be paid $5,000 for relocation expenses.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      6.           All
other terms and provisions of the Employment Agreement shall remain the same and
in full force and effect.

      


      IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and
year first aforesaid.

      


      


      
        
          
            
              
                
                  
                    	 
      	
                            EMPLOYEE:

                          
	 
      	 
      	 
      
	 
      	
                            /s/
      Ernest E. East

                          
	 
      	
                            ERNEST
      E. EAST

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            EMPLOYER:

                          
	 
      	 
      	 
      
	 
      	
                            NEVADA
      GOLD & CASINOS, INC.

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            /s/
      Robert B. Sturges

                          
	 
      	 
      	
                            ROBERT
      B.
STURGES

                          


                  

                

              

            

          

        

      

      


      


      


      


      


       

      
        
           

        

        
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