EXHIBIT
10.5

      


       

      GENERAL
RELEASE AGREEMENT

       

      This
GENERAL RELEASE
AGREEMENT (this “Agreement”), dated as
of December 31. 2008, is entered into by and among Nevada Gold Holdings, Inc., a
Delaware corporation (“Seller”), Sunshine Group, Inc., a Delaware corporation
(“Split-Off Subsidiary”), and Marion R. “Butch” Barnes, William D. Blanchard and
Robert Barnes (each, “Buyer” and collectively, “Buyers”). In consideration of
the mutual benefits to be derived from this Agreement, the covenants and
agreements set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the execution and delivery
hereof, the parties hereto hereby agree as follows:

       

      1.           Split-Off
Agreement.  This Agreement is
executed and delivered by Split-Off Subsidiary pursuant to the requirements of
Section 8.3 of that certain Split-Off Agreement (the “Split-Off Agreement”) by
and among Seller, Split-Off Subsidiary and Buyers, as a condition to the closing
of the purchase and sale transaction contemplated thereby (the
“Transaction”).

       

      2.           Release
and Waiver by Split-Off Subsidiary.  For and in
consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby
acknowledged, Split-Off Subsidiary, on behalf of itself and its assigns,
representatives and agents, if any, hereby covenants not to sue and fully,
finally and forever completely releases Seller and Nevada Gold Enterprises,
Inc., a Delaware corporation (“Nevada Gold”), along with their respective
present and former officers, directors, stockholders, members, employees,
agents, attorneys and representatives (collectively, the “Seller Released
Parties”), of and from any and all claims, actions, obligations, liabilities,
demands and/or causes of action, of whatever kind or character, whether now
known or unknown, which Split-Off Subsidiary has or might claim to have against
the Seller Released Parties for any and all injuries, harm, damages (actual and
punitive), costs, losses, expenses, attorneys’ fees and/or liability or other
detriment, if any, whenever incurred or suffered by Split-Off Subsidiary arising
from, relating to, or in any way connected with, any fact, event, transaction,
action or omission that occurred or failed to occur at or prior to the closing
of the Transaction.

       

      3.           Release
and Waiver by Buyer.  For and in
consideration of the covenants and promises contained herein and in the
Split-Off Agreement, the receipt and sufficiency of which are hereby
acknowledged, each Buyer hereby covenants not to sue and fully, finally and
forever completely releases the Seller Released Parties of and from any and all
claims, actions, obligations, liabilities, demands and/or causes of action, of
whatever kind or character, whether now known or unknown, which such Buyer has
or might claim to have against the Seller Released Parties for any and all
injuries, harm, damages (actual and punitive), costs, losses, expenses,
attorneys’ fees and/or liability or other detriment, if any, whenever incurred
or suffered by such Buyer arising from, relating to, or in any way connected
with, any fact, event, transaction, action or omission that occurred or failed
to occur at or prior to the closing of the Transaction.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.           Additional Covenants and
Agreements.

       

      (a)           Each
of Split-Off Subsidiary and Buyers, on the one hand, and Seller, on the other
hand, waives and releases the other from any claims that this Agreement was
procured by fraud or signed under duress or coercion so as to make this
Agreement not binding.

       

      (b)           Each
of the parties hereto acknowledges and agrees that the releases set forth herein
do not include any claims the other party hereto may have against such party for
such party’s failure to comply with or breach of any provision in this Agreement
or the Split-Off Agreement.

       

      (c)           Notwithstanding
anything contained herein to the contrary, this Agreement shall not release or
waive, or in any manner affect or void, any party’s rights and obligations under
the following:

       

      (i)           the
Split-Off Agreement; and

       

      (ii)           the
Agreement and Plan of Merger and Reorganization among Seller, Nevada Gold and
Nevada Gold Acquisition Corp., a Nevada corporation and wholly owned subsidiary
of Seller (the “Merger Agreement”), and the other the Transaction
Documentation.

       

      5.           Modification.  This Agreement
cannot be modified orally and can only be modified through a written document
signed by all parties and Nevada Gold.

       

      6.           Severability.  If any provision
contained in this Agreement is determined to be void, illegal or unenforceable,
in whole or in part, then the other provisions contained herein shall remain in
full force and effect as if the provision that was determined to be void,
illegal or unenforceable had not been contained herein.

       

      7.           Expenses.  The parties
hereto agree that each party shall pay its respective costs, including
attorneys’ fees, if any, associated with this Agreement.

       

      8.           Further
Acts and Assurances.  Split-Off Subsidiary and each Buyer
agrees that it will act in a manner supporting compliance, including compliance
by its Affiliates, with all of its obligations under this Agreement and, from
time to time, shall, at the request of Seller or Nevada Gold, and without
further consideration, cause the execution and delivery of such other
instruments of release or waiver and take such other action or execute such
other documents as such party may reasonably request in order to confirm or
effect the releases, waivers and covenants contained herein, and, in the case of
any claims, actions, obligations, liabilities, demands and/or causes of action
that cannot be effectively released or waived without the consent or approval of
other Persons that is unobtainable, to use its best reasonable efforts to ensure
that the Seller Released Parties receive the benefits thereof to the maximum
extent permissible in accordance with applicable law or other applicable
restrictions, and shall perform such other acts which may be reasonably
necessary to effectuate the purposes of this Agreement.

       


      
        
           


        

        
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      9.           Governing
Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to principles of conflicts or choice of laws
thereof.

       

      10.           Third-Party
Beneficiary.  Each of Seller, Buyers and Split-Off Subsidiary
acknowledges and agrees that this Agreement is entered into for the express
benefit of Nevada Gold, and that Nevada Gold is relying hereon and on the
consummation of the transactions contemplated by this Agreement in entering into
and performing its obligations under the Merger Agreement, and that Nevada Gold
shall be in all respects entitled to the benefit hereof and to enforce this
Agreement as a result of any breach hereof.

       

      11.           Specific
Performance; Remedies.  Each of Seller, Buyers and Split-Off
Subsidiary acknowledges and agrees that Nevada Gold would be damaged irreparably
if any provision of this Agreement is not performed in accordance with its
specific terms or is otherwise breached. Accordingly, each of Seller, Buyers and
Split-Off Subsidiary agrees that Nevada Gold will be entitled to seek an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and its terms and
provisions in any action instituted in any court of the United States or any
state thereof having jurisdiction over the parties and the matter, subject to
Section 9, in
addition to any other remedy to which they may be entitled, at law or in equity.
Except as expressly provided herein, the rights, obligations and remedies
created by this Agreement are cumulative and are in addition to any other
rights, obligations or remedies otherwise available at law or in equity, and
nothing herein will be considered an election of remedies.

       

      12.           Entire
Agreement.  This Agreement
constitutes the entire understanding and agreement of Seller, Split-Off
Subsidiary and Buyers and supersedes prior understandings and agreements, if
any, among or between Seller, Split-Off Subsidiary and Buyers with respect to
the subject matter of this Agreement, other than as specifically referenced
herein. This Agreement does not, however, operate to supersede or extinguish any
confidentiality, non-solicitation, non-disclosure or non-competition obligations
owed by Split-Off Subsidiary to Seller under any prior agreement.

       

      13.           Definitions.  Capitalized terms
used herein without definition have the meanings ascribed to them in the Merger
Agreement.

       

       

      [Signature
page follows this page.]

       


      
        
           


        

        
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      IN WITNESS WHEREOF, the
undersigned have executed this General Release Agreement as of the day and year
first above written.

       

      


      NEVADA GOLD HOLDINGS,
INC.

      


      


      By:                         /s/
David Rector                

      Name:                   David
Rector

      Title:                     President

      


      


      SUNSHINE
GROUP, INC.

      


      


      By:                         /s/
Marion R. “Butch” Barnes        

      Name:                   Marion
R. “Butch” Barnes

      Title                      President

      


      


      BUYERS

       

      /s/ Marion R. “Butch”
Barnes        

      Marion R.
“Butch” Barnes

       

      /s/ William D.
Blanchard            

      William
D. Blanchard

       

      /s/ Robert Barnes                

      Robert
Barnes