EXHIBIT
10.6

      


      AGREEMENT AND
RELEASE

      


      This
Agreement and Release (this “Agreement”) has been
executed by the subscriber set forth in the signature page attached hereto (the
“Subscriber”)
and David Mathewson, an individual residing at 1265 Mesa Drive, Fernley, NV
89408 (“Mathewson”).

       

      WHEREAS,
the Subscriber previously subscribed for and purchased securities (the “Gold Run
Subscription”) of Gold Run Inc., a Delaware corporation (“Gold
Run”);

      


      WHEREAS,
Mathewson was the President, Chief Geologist and Director of Gold
Run;

      


      WHEREAS,
Mathewson is the President and sole Director of Nevada Gold Enterprises, Inc., a
Nevada corporation (“Nevada
Gold”);

      


      WHEREAS,
the Subscriber has entered into a Subscription Agreement (the “Pubco
Subscription”) with Nevada Gold Holdings, Inc. (f/k/a Nano Holdings
International, Inc.), a Delaware corporation (“Pubco”), in
connection with the private placement offering (the “Offering”) of a minimum of
1,000,000 shares and a maximum of 1,600,000 shares (after giving effect to the
Stock Split described below) of common stock, par value $0.001 par value (“Pubco Stock”), of
Pubco at a purchase price of $0.25 per share;

      


      WHEREAS,
subsequent to the closing of the Offering, the Company intends to promptly
effect an approximately 30.3:1 forward split of its common stock in the form of
a stock dividend (the “Stock Split”); all share and per share numbers in this
Agreement assume effectuation of the Stock Split and as such represent
post-split numbers; and

      


      WHEREAS,
Pubco proposes to enter into a reverse triangular merger with Nevada Gold and a
newly formed acquisition subsidiary of Pubco, pursuant to which Pubco will
acquire all the outstanding shares of Nevada Gold (“Merger”) in exchange
for shares of Pubco Stock;

      


      NOW,
THEREFORE, for and in consideration of the premises and the covenants and
promises contained herein, the parties hereto agree as follows:

      


      1.      Definitions.  Capitalized
terms used herein without definition shall have the meanings ascribed to them in
the Pubco Subscription.

      


      2.      Agreement to Transfer
Shares.  Provided that Subscriber has subscribed for and
purchases at the Closing shares of Pubco Stock for an aggregate purchase price
of at least 10% of the purchase price paid by Subscriber in the Gold Run
Subscription (the “Minimum Amount”), and provided that the Merger is
consummated, Mathewson agrees that promptly after the closing of the Merger, he
will convey and assign to Subscriber, free and clear of any lien, claim, charge
or encumbrance, a number of shares of Pubco Stock (the “Assigned Shares”) equal
to:

      


      Minimum Amount (in dollars)
 ́ 10

      $0.[25][50]

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3.      Release.  Conditioned
upon the Closing and the receipt by Subscriber of the Assigned Shares,
Subscriber hereby covenants and agrees not to sue and fully, finally and forever
completely releases Mathewson and Nevada Gold, along with its present and former
officers, directors, stockholders, employees, agents, attorneys and
representatives (collectively, the “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 Subscriber has or
might claim to have against the 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
Subscriber, arising from, relating to, or in any way connected with, the Gold
Run Subscription and any fact, event, transaction, action or omission, actual or
alleged, that occurred or failed to occur in connection therewith.

      


      4.      Representations and Warranties of
Mathewson.  Mathewson hereby represents and warrants to the
Subscriber the following as of the time of delivery to Subscriber of the
Assigned Shares:

       

      a.           Status, Organization and
Qualification.  Mathewson has the requisite power and authority
to enter into and to consummate the transactions contemplated hereby and
otherwise to carry out his obligations hereunder.  Pubco is a
corporation duly organized and validly existing under the laws of the State of
Delaware.  Pubco has all requisite power and authority to carry on its
business as currently conducted.  Pubco is duly qualified to transact
business in each jurisdiction in which the failure to be so qualified would
reasonably be expected to have a material adverse effect on Pubco’s business,
properties or financial condition (a “Material
Adverse Effect”).

       

      b.           Enforceability.  This
Agreement, assuming due execution by the parties hereto, will constitute the
valid and legally binding obligations of Mathewson, enforceable in accordance
with its terms, subject to: (i) judicial principles limiting the availability of
specific performance, injunctive relief, and other equitable remedies and (ii)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect generally relating to or affecting creditors’
rights.

      


      c.           Title to and Valid Issuance
of the Common Stock.  At the time of delivery to Subscriber of
the Assigned Shares hereunder, (i) Mathewson will be the record and beneficial
owner of the Assigned Shares and will have sole power over the disposition of
the Assigned Shares, (ii) the Assigned Shares (A) will not be subject to any
mortgage, pledge, lien, lease, encumbrance or charge and (ii) will be duly and
validly issued, fully paid and non-assessable and free of restrictions on
transfer other than restrictions on transfer under this Agreement and under
applicable federal and state securities laws.

      


      d.           Governmental
Consents.  No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of Mathewson is
required in connection with the assignment of the of the Assigned Shares
hereunder, except for the following: (i) the filing of such notices as may be
required under the Securities Act and (ii) the compliance with any applicable
state securities laws, which compliance will have occurred within the
appropriate time periods therefor.


      
        
           


        

        
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      e.           Litigation.  There
are no actions, suits, proceedings or investigations pending or, to Mathewson’s
knowledge, threatened before any court, administrative agency or other
governmental body against Mathewson which question the validity of this
Agreement, or the right of Mathewson to enter into this Agreement, or to
consummate the transactions contemplated hereby, or which would reasonably be
expected to have a Material Adverse Effect.  Pubco is not a party or
subject to, and none of its assets is bound by, the provisions of any order,
writ, injunction, judgment or decree of any court or government agency or
instrumentality which would reasonably be expected to have a Material Adverse
Effect.

      


      f.           Compliance with Other
Instruments.  Pubco is not in violation or default of any
provision of its Certificate of Incorporation or By-Laws, each as in effect on
the date hereof, except for such failures as would not reasonably be expected to
have a Material Adverse Effect.  Pubco is not in violation or default
of any provision of any material instrument, mortgage, deed of trust, loan,
contract, commitment, judgment, decree, order or obligation to which it is a
party or by which it or any of its properties or assets are bound which would
reasonably be expected to have a Material Adverse Effect.  To the best
of Mathewson’s knowledge, Pubco is not in violation or default of any provision
of any federal, state or local statute, rule or governmental regulation which
would reasonably be expected to have a Material Adverse Effect.  The
assignment of the Assigned Shares hereunder will not result in any such
violation, be in conflict with or constitute, with or without the passage of
time or giving of notice, a default under any such provision, require any
consent or waiver under any such provision (other than any consents or waivers
that have been obtained), or result in the creation of any mortgage, pledge,
lien, encumbrance or charge upon any of the properties or assets of Pubco
pursuant to any such provision.

      


      g.           Certain Registration
Matters.  Assuming the accuracy of the Subscriber’s
representations and warranties set forth in this Agreement and the Pubco
Subscription, and the representations and warranties made by all other
purchasers of Shares in the Offering, no registration under the Securities Act
is required for the assignment of the Assigned Shares by Mathewson to the
Subscriber hereunder.

      


      h.           No General
Solicitation.  Neither Pubco, Mathewson nor any person acting
on behalf of Pubco or Mathewson has offered or sold any of the Assigned Shares
by any form of general solicitation or general advertising (within the meaning
of Regulation D under the Securities Act).

      


      5.      Representations and Warranties of
Subscriber. The Subscriber makes to Mathewson the same representations
and warranties as the representations and warranties that the Subscriber makes
to Pubco in the Pubco Subscription, with references to the “Shares” therein
being deemed to be to the Assigned Shares, and references to the “Company”
therein being deemed to be to Pubco.

      


      6.      Transfer
Restrictions.  The Subscriber acknowledges and agrees with
Mathewson the matters set forth in Section 6 of the Pubco Subscription, with
references to the “Shares” therein being deemed to be to the Assigned Shares,
and references to the “Company” therein being deemed to be to
Pubco.


      
        
           


        

        
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      7.      Assignment of
Rights.  The Subscriber may not assign its rights under this
Agreement to any party without the prior written consent of Mathewson, and
provided that any permitted assignee agrees in writing to become subject to the
terms of this Agreement.

      


      8.      Indemnification.  The
Subscriber agrees to indemnify and hold harmless Mathewson and its respective
officers, directors, employees, agents, control persons and affiliates from and
against all losses, liabilities, claims, damages, costs, fees and expenses
whatsoever (including, but not limited to, any and all expenses incurred in
investigating, preparing or defending against any litigation commenced or
threatened) based upon or arising out of any actual or alleged false
acknowledgment, representation or warranty, or misrepresentation or omission to
state a material fact, or breach by the Subscriber of any covenant or agreement
made by the Subscriber herein or in any other document delivered in connection
with this Agreement.

       

      9.      Irrevocability; Binding
Effect.  The Subscriber hereby acknowledges and agrees that the
subscription hereunder is irrevocable by the Subscriber, except as required by
applicable law, and that this Agreement shall survive the death or disability of
the Subscriber and shall be binding upon and inure to the benefit of the parties
and their heirs, executors, administrators, successors, legal representatives
and permitted assigns.  If the Subscriber is more than one person, the
obligations of the Subscriber hereunder shall be joint and several and the
agreements, representations, warranties and acknowledgments herein shall be
deemed to be made by and be binding upon each such person and such person’s
heirs, executors, administrators, successors, legal representatives and
permitted assigns.

      


      10.     Modification.  This Agreement shall not be
modified or waived except by an instrument in writing signed by the party
against whom any such modification or waiver is sought.

       

      11.     Notices.  All
notices or other communications which are required or permitted under this
Agreement shall be in writing and sufficient if transmitted by hand delivery, by
facsimile transmission, by registered or certified mail, postage pre-paid, by
electronic mail, or by nationally recognized overnight carrier, to the persons
at the addresses set forth below (or at such other address as may be provided
hereunder), and shall be deemed to have been delivered (i) if transmitted by
hand delivery, as of the date delivered, (ii) if transmitted by facsimile or
electronic mail, as of the date so transmitted with an automated confirmation of
delivery, (iii) if transmitted by nationally recognized overnight carrier, as of
the business day following the date of delivery to the carrier, and (iv) if
transmitted by registered or certified mail, postage pre-paid, on the third
business day following posting with the U.S. Postal Service: (a) if to
Mathewson, at the address set forth above, or (b) if to the Subscriber, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section 10).

      


      12.     Assignability.  This
Agreement and the rights, interests and obligations hereunder are not
transferable or assignable by the Subscriber and the transfer or assignment of
the Assigned Shares shall be made only in accordance with all applicable
laws.

      



      
        
           


        

        
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      13.     Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles thereof relating to the conflict of laws.

       

      14.     Arbitration.  The parties agree to submit all
controversies to arbitration in accordance with the provisions set forth
below and understand that:

      


      (a)           Arbitration
is final and binding on the parties.

      


      (b)           The
parties are waiving their right to seek remedies in court, including the right
to a jury trial.

      


      (c)           Pre-arbitration
discovery is generally more limited and different from court
proceedings.

      


      (d)           The
arbitrator’s award is not required to include factual findings or legal
reasoning and any party’s right to appeal or to seek modification of rulings by
arbitrators is strictly limited.

      


      (e)           The
panel of arbitrators will typically include a minority of arbitrators who were
or are affiliated with the securities industry.

      


      (f)           All controversies which may arise
between the parties concerning this Agreement shall be determined by arbitration
pursuant to the rules then pertaining to the Financial Industry Regulatory
Authority in New York City, New York. Judgment on any award of any such
arbitration may be entered in the Supreme Court of the State of New York or in
any other court having jurisdiction of the person or persons against whom such
award is rendered.  Any notice of such arbitration or for the
confirmation of any award in any arbitration shall be sufficient if given in
accordance with the provisions of this Agreement.  The parties agree
that the determination of the arbitrators shall be binding and conclusive upon
them.

      


      15.     Blue Sky
Qualification.  The assignment of Assigned Shares under this
Agreement is expressly conditioned upon the exemption from qualification of the
offer and sale of the Assigned Shares from applicable federal and state
securities laws.  Neither Pubco nor Mathewson shall be required to
qualify this transaction under the securities laws of any
jurisdiction.

      


      16.     Use of
Pronouns.  All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

      


      17.     Confidentiality.  The
Subscriber acknowledges and agrees that any information or data the Subscriber
has acquired from or about Pubco, not otherwise properly in the public domain,
including, without limitation, the business summary of Pubco, was received in
confidence.  The Subscriber agrees not to divulge, communicate or
disclose, except as may be required by law or for the performance of this
Agreement, or use to the detriment of Pubco or for the benefit of any other
person, or misuse in any way, any confidential information of Pubco, including
any scientific, technical, trade or business secrets of Pubco and any
scientific, technical, trade or business materials that are treated by Pubco as
confidential or proprietary, including, but not limited to, ideas, discoveries,
inventions, developments and improvements belonging to Pubco and confidential
information obtained by or given to Pubco about or belonging to third
parties.


      
        
           


        

        
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      18. Miscellaneous.

      


      (a)           This
Agreement constitutes the entire agreement between the Subscriber and Mathewson
with respect to the subject matter hereof and supersedes all prior oral or
written agreements and understandings, if any, relating to the subject matter
hereof.  The terms and provisions of this Agreement may be waived, or
consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.

      


      (b)           The
representations and warranties of Mathewson and the Subscriber made in this
Agreement shall survive the execution and delivery hereof and delivery of the
Assigned Shares.

      


      (c)           Each
of the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Agreement and the transactions contemplated hereby, whether
or not the transactions contemplated hereby are consummated.

      


      (d)           This
Agreement may be executed in one or more original or facsimile counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.

      


      (e)           Each
provision of this Agreement shall be considered separable and, if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity or illegality shall not impair the operation of
or affect the remaining portions of this Agreement.

      


      (f)           Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.

      


      (g)           The Subscriber acknowledges that the
consummation of the Merger is not certain and is subject to negotiation of a
definitive merger agreement and related documentation, which, if entered into,
will contain substantive conditions to closing, including conditions that may be
beyond the control of any party, and that if for any reason the Merger is not
consummated and the Assigned Shares are never delivered for that reason,
Mathewson shall have no further obligation or liability to the Subscriber
hereunder, nor shall such fact impair or affect any obligations or rights of the
Subscriber or Pubco under the Pubco Subscription.  Mathewson is
entering into this Agreement in his individual capacity and not as a director,
officer or agent of Pubco, Pubco is not a party hereto and Pubco shall have no
obligation or liability hereunder.

      



      
        
           


        

        
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      19.    Public
Disclosure.  Neither the Subscriber nor any officer, manager,
director, member, partner, stockholder, employee, affiliate, affiliated person
or entity of the Subscriber shall make or issue any press releases or otherwise
make any public statements or make any disclosures to any third person or entity
with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature
whatsoever with respect to Mathewson without Mathewson’s express prior
approval.  Mathewson has the right to withhold such approval in its
sole discretion.

       

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

       

      



      
        
           


        

        
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      IN
WITNESS WHEREOF, each of Mathewson and the Subscriber has duly executed this
Agreement and Release.

      


      


      David
Mathewson

       

      ____________________________

       

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            SUBSCRIBER
      (individual)

                                          	 	
                                            SUBSCRIBER
      (entity)

                                          
	 
      	 	 
      
	
                                                 

                                          	 	
                                                 

                                          
	
                                            Signature

                                          	 	
                                            Name
      of Entity

                                          
	 
      	 	 
      
	
                                                 

                                          	 	
                                                 

                                          
	
                                            Print
      Name

                                          	 	
                                            Signature

                                          
	 
      	 	 
      
	 
      	 	 
      
	
                                                 

                                          	 	
                                            Print
      Name:      

                                          
	
                                            Signature
      (if Joint Tenants or Tenants in Common)

                                          	 	 
      
	 
      	 	
                                            Title:

                                          
	 
      	 	 
      
	
                                            Address
      of Principal Residence:

                                          	 	
                                            Address
      of Executive Offices:

                                          
	 
      	 	 
      
	
                                                 

                                          	 	
                                                 

                                          
	
                                                 

                                          	 	
                                                 

                                          
	
                                                 

                                          	 	
                                                 

                                          
	 
      	 	 
      
	
                                            Social
      Security Number(s):

                                          	 	
                                            IRS
      Tax Identification Number:

                                          
	
                                                 

                                          	 	
                                                 

                                          
	 
      	 	 
      
	
                                            Telephone
      Number:

                                          	 	
                                            Telephone
      Number:

                                          
	
                                                 

                                          	 	
                                                      

                                          
	 
      	 	 
      
	
                                            Facsimile
      Number:

                                          	 	
                                            Facsimile
      Number:

                                          
	
                                                 

                                          	 	
                                                 

                                          
	 
      	 	 
      
	
                                            E-mail
      Address:

                                          	 	
                                            E-mail
      Address:

                                          
	
                                                 

                                          	 	
                                                 

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       


      
        
           


        

        
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