EXHIBIT
10.1

    


    SUBSCRIPTION
AGREEMENT

    


    Nevada
Gold Holdings, Inc.

    1265 Mesa
Drive

    Fernley,
NV  89408

    


    This
Subscription Agreement (this “Agreement”)
has been executed by the subscriber set forth in the signature page attached
hereto (the “Subscriber”)
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) (the “Shares”) of common stock, par
value $0.001 par value (“Common Stock”), of Nevada Gold Holdings, Inc.
(f/k/a Nano Holdings International, Inc.), a Delaware corporation (the “Company”),
at a purchase price of $0.25 per share.

     

    Subsequent
to the Closing (as defined below) 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.  Certificates representing the Shares
purchased in the Offering will be delivered by the Company to the Subscriber
promptly after the effective of the Stock Split.

     

    The
Shares being subscribed for pursuant to this Agreement have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”).  The Offering is being made on a “best efforts” basis to
“accredited investors,” as defined in Regulation D under the Securities Act, and
non-”U.S. persons,” as defined in Regulation S under the Securities
Act.  The Company reserves the right, in its sole discretion and for
any reason, to reject any Subscriber’s subscription in whole or in part, or to
allot less than the number of Shares subscribed for.

     

    The
closing of the Offering (the “Closing,”
and the date on which such Closing occurs hereinafter referred to as the “Closing
Date”) shall be at the offices of Gottbetter & Partners, LLP, as
escrow agent (the “Escrow
Agent”), at 488 Madison Avenue, New York, New York 10022 (or such other
place as is mutually agreed to by the Company).  The Company may
conduct multiple closings for the sale of the Shares until the termination of
the Offering.  The Offering shall continue until November 30, 2008,
which date may be extended until December 15, 2008 by the Company.

     

    1.           Subscription.  The
undersigned Subscriber hereby subscribes to purchase the number of Shares set
forth on the signature page attached hereto, at an aggregate price as set forth
on such signature page (the “Purchase
Price”), subject to the terms and conditions of this Agreement and on the
basis of the representations, warranties, covenants and agreements contained
herein.

     

    2.           Subscription
Procedure.  To complete a subscription for the Shares, the
Subscriber must fully comply with the subscription procedure provided in this
Section on or before the Closing Date.

     

    a.           Transaction
Documents.  On or before the Closing Date, the Subscriber shall
review, complete and execute the Signature Page to this Agreement and the
Investor Certification, attached hereto as Appendix A
(collectively, the “Transaction
Documents”), and deliver the Transaction Documents to the Escrow
Agent.  Executed documents may be delivered to the Escrow Agent by
facsimile or electronic mail (e-mail), if the Subscriber delivers the original
copies of the documents to the Escrow Agent as soon as practicable
thereafter.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    b.           Purchase
Price.  Simultaneously with the delivery of the Transaction
Documents to the Escrow Agent as provided herein, and in any event on or prior
to the Closing Date, the Subscriber shall deliver to the Escrow Agent the full
Purchase Price by check or by wire transfer of immediately available
funds.

     

    c.           Company
Discretion.  The Subscriber understands and agrees that the
Company in its sole discretion reserves the right to accept or reject this or
any other subscription for Shares, in whole or in part, notwithstanding prior
receipt by the Subscriber of notice of acceptance of this
subscription.  The Company shall have no obligation hereunder until
the Company shall execute and deliver to the Subscriber an executed copy of this
Agreement.  If this subscription is rejected in whole, or the offering
of Shares is terminated, all funds received from the Subscriber will be returned
without interest or offset, and this Agreement shall thereafter be of no further
force or effect.  If this subscription is rejected in part, the funds
for the rejected portion of this subscription will be returned without interest
or offset, and this Agreement will continue in full force and effect to the
extent this subscription was accepted.

     

    3.           Representations and Warranties of the
Company.  The Company hereby represents and warrants to the
Subscriber the following:

     

    a.           Organization and
Qualification.  The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware.  The Company
has all requisite power and authority to carry on its business as currently
conducted.  The Company 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 the Company’s business, properties
or financial condition (a “Material
Adverse Effect”).

     

    b.           Authorization.  As
of the Closing, all action on the part of the Company, its board of directors,
officers and existing stockholders necessary for the authorization, execution
and delivery of this Agreement and the performance of all obligations of the
Company hereunder shall have been taken, and this Agreement, assuming due
execution by the parties hereto, will constitute a valid and legally binding
obligation of the Company, 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.           Valid Issuance of the Common
Stock.  The Shares of Common Stock, when issued, sold and
delivered in accordance with the terms of this Agreement for the consideration
expressed herein, shall be duly and validly issued, fully paid and
nonassessable, and will be free of restrictions on transfer directly or
indirectly created by the Company other than restrictions on transfer under this
Agreement and under applicable federal and state securities laws.

    


    


    
      
        
           


        

        
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    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 the Company is
required in connection with the offer, sale or issuance of the Shares, 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.

    


    e.           Litigation.  There
are no actions, suits, proceedings or investigations pending or, to the
Company’s knowledge, threatened before any court, administrative agency or other
governmental body against the Company which question the validity of this
Agreement, or the right of the Company to enter into it, or to consummate the
transactions contemplated hereby, or which would reasonably be expected to have
a Material Adverse Effect.  The Company 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.  The Company is not in violation or default of any
provision of its Certificate of Incorporation, each as in effect immediately
prior to the Closing, except for such failures as would not reasonably be
expected to have a Material Adverse Effect.  The Company 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 its knowledge, the Company 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 execution, delivery and performance of and
compliance with this Agreement and the issuance and sale of the Shares, 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 the
Company 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 Transaction
Documents, 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 offer and sale of the Shares by the Company to the Subscriber
hereunder.

    


    h.           No General
Solicitation.  Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the Shares by any form of
general solicitation or general advertising (within the meaning of Regulation
D).

    


    


    
      
        
           


        

        
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    4.           Representations and Warranties of the
Subscriber.  The Subscriber represents and warrants to the
Company the following:

     

    a.           The
Subscriber, its advisers, if any, and designated representatives, if any, have
the knowledge and experience in financial and business matters necessary to
evaluate the merits and risks of its prospective investment in the Company, and
have carefully reviewed and understand the risks of, and other considerations
relating to, the purchase of Shares and the tax consequences of the investment,
and have the ability to bear the economic risks of the investment.

     

    b.           The
Subscriber is acquiring the Shares for investment for its own account and not
with the view to, or for resale in connection with, any distribution
thereof.  The Subscriber understands and acknowledges that the Shares
have not been registered under the Securities Act or any state securities laws,
by reason of a specific exemption from the registration provisions of the
Securities Act and applicable state securities laws, which depends upon, among
other things, the bona fide nature of the investment intent of the Subscriber as
expressed herein.  The Subscriber further represents that it does not
have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation to any third person with respect to any of
the Shares.

     

    c.           The
Subscriber understands that no public market now exists for the Company’s Common
Stock, and that there may never be an active public market for the Shares of
Common Stock sold in the Offering.

     

    d.           The
Subscriber, its advisers, if any, and designated representatives, if any, have
received and reviewed such information about the Company as they have requested
and have had an opportunity to discuss the Company’s business, management and
financial affairs with its management.  The Subscriber understands
that such discussions, as well as any written information provided by the
Company, were intended to describe the aspects of the Company’s business and
prospects which the Company believes to be material, but were not necessarily a
thorough or exhaustive description, and except as expressly set forth in this
Agreement, the Company makes no representation or warranty with respect to the
completeness of such information and makes no representation or warranty of any
kind with respect to any information provided by any entity other than the
Company.  Some of such information may include projections as to the
future performance of the Company, which projections may not be realized, are
based on assumptions which may not be correct and are subject to numerous
factors beyond the Company’s control.

     

    e.           As
of the Closing, all action on the part of Subscriber, and its officers,
directors and partners, if applicable, necessary for the authorization,
execution and delivery of this Agreement and the other Transaction Documents and
the performance of all obligations of the Subscriber hereunder and thereunder
shall have been taken, and this Agreement and the other Transaction Documents,
assuming due execution by the parties hereto and thereto, constitute valid and
legally binding obligations of the Subscriber, enforceable in accordance with
their respective 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.

     

    


    
      
        
           


        

        
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    f.           The
Subscriber either (i) is an “accredited investor” as defined in Rule 501 of
Regulation D as promulgated by the Securities and Exchange Commission under the
Securities Act or (ii) is not a “U.S. Person” as defined in Regulation S as
promulgated by the Securities and Exchange Commission under the Securities Act,
and, in each case, shall submit to the Company such further assurances of such
status as may be reasonably requested by the Company.

     

    g.           The
Subscriber, if a non-U.S. Person, agrees that it is acquiring the Shares in an
offshore transaction pursuant to Regulation S and hereby represents to the
Company as follows:

     

    (i)           The
Subscriber is outside the United States when receiving and executing this
Subscription Agreement;

     

    (ii)           The
Subscriber has not acquired the Shares as a result of, and will not itself
engage in, any “directed selling efforts” (as defined in Regulation S) in the
United States in respect of the Shares which would include any activities
undertaken for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the resale of the
Shares; provided, however, that the
Subscriber may sell or otherwise dispose of the Shares pursuant to registration
of the Shares under the Securities Act and any applicable state and provincial
securities laws or under an exemption from such registration requirements and as
otherwise provided herein;

     

    (iii)           The
Subscriber understands and agrees that offers and sales of any of the Shares
prior to the expiration of a period of one year after the date of transfer of
the Shares under this Agreement (the “Distribution
Compliance Period”), shall only be made in compliance with the safe
harbor provisions set forth in Regulation S, pursuant to the registration
provisions of the Securities Act or an exemption therefrom, and that all offers
and sales after the Distribution Compliance Period shall be made only in
compliance with the registration provisions of the Securities Act or an
exemption therefrom, and in each case only in accordance with all applicable
securities laws;

     

    (iv)           The
Subscriber understands and agrees not to engage in any hedging transactions
involving the Shares prior to the end of the Distribution Compliance Period
unless such transactions are in compliance with the Securities Act;
and

     

    (v)           The
Subscriber hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Shares or any use of this Subscription Agreement, including:
(a) the legal requirements within its jurisdiction for the purchase of the
Shares; (b) any foreign exchange restrictions applicable to such purchase; (c)
any governmental or other consents that may need to be obtained; and (d) the
income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale or transfer of the Shares. Such Subscriber’s
subscription and payment for, and its continued beneficial ownership of the
Shares, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.

     

    


    
      
        
           


        

        
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    h.           The
Subscriber or its duly authorized representative realizes that because of the
inherently speculative nature of investments of the kind contemplated by the
Company, the Company’s investment results may be expected to fluctuate from
month to month and from period to period and will, generally, involve a high
degree of financial and market risk that can result in substantial or, at times,
even total losses.

     

    i.           The
Subscriber has adequate means of providing for its current and anticipated
financial needs and contingencies, is able to bear the economic risk for an
indefinite period of time and has no need for liquidity of the investment in the
Shares and could afford complete loss of such investment.

     

    j.           The
Subscriber is not subscribing for Shares as a result of or subsequent to any
advertisement, article, notice or other communication, published in any
newspaper, magazine or similar media or broadcast over television, radio or the
internet, or presented at any seminar or meeting, or any solicitation of a
subscription by a person not previously known to the Subscriber in connection
with investments in securities generally.

     

    k.           All
of the information that the Subscriber has heretofore furnished or which is set
forth herein is correct and complete as of the date of this Agreement, and, if
there should be any material change in such information prior to the admission
of the undersigned to the Company, the Subscriber will immediately furnish
revised or corrected information to the Company.

     

    5.           “Piggyback” Registration
Rights.

     

    a.           Piggyback
Registration.  If the Company shall determine to register for
sale for cash any of its Common Stock, for its own account or for the account of
others (other than the Subscriber), other than (i) a registration relating
solely to employee benefit plans or securities issued or issuable to employees,
consultants (to the extent the securities owned or to be owned by such
consultants could be registered on Form S-8) or any of their family members
(including a registration on Form S-8) or (ii) a registration relating solely to
a Securities Act Rule 145 transaction or a registration on Form S-4 in
connection with a merger, acquisition, divestiture, reorganization or similar
event, the Company shall promptly give to the Subscriber written notice thereof
(and in no event shall such notice be given less than 20 calendar days prior to
the filing of such registration statement), and shall include as a piggyback
registration (the “Piggyback
Registration”) all of the Shares specified in a written request delivered
by the Subscriber to the Company within 10 calendar days after receipt of such
written notice from the Company. However, the Company may, without the consent
of the Subscriber, withdraw such registration statement prior to its becoming
effective if the Company or such other stockholders have elected to abandon the
proposal to register the securities proposed to be registered
thereby.

     

    b.           Underwriting.  If
a Piggyback Registration is for a registered public offering that is to be made
by an underwriting, the Company shall so advise the Subscriber of the Shares
eligible for inclusion in such registration statement pursuant to Section
5(a).  In that event, the right of any Holder to Piggyback
Registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Shares in the underwriting to
the extent provided herein. The Subscriber proposing to sell any of his Shares
through such underwriting shall (together with the Company and any other
stockholders of the Company selling their securities through such underwriting)
enter into an underwriting agreement in customary form with the underwriter
selected for such underwriting by the Company or the selling stockholders, as
applicable.  Notwithstanding any other provision of this Section, if
the underwriter or the Company determines that marketing factors require a
limitation on the number of shares of Common Stock or the amount of other
securities to be underwritten, the underwriter may exclude some or all Shares
from such registration and underwriting.  The Company shall so advise
the Subscriber (unless the Subscriber failed to timely elect to include his
Shares through such underwriting or has indicated to the Company his decision
not to do so), and indicate to such Subscriber the number of Shares that may be
included in the registration and underwriting, if any. The number of Shares to
be included in such registration and underwriting shall be allocated among all
of the subscribers in the Offering (the “Subscribers”)
as follows:

     

    


    
      
        
           


        

        
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    (i)          If
the Piggyback Registration was initiated by the Company, the number of shares
that may be included in the registration and underwriting shall be allocated
first to the Company and then, subject to obligations and commitments existing
as of the date hereof, to all selling stockholders, including the Subscribers,
who have requested to sell in the registration on a pro rata basis according to
the number of shares requested to be included therein; and

     

    (ii)           If
the Piggyback Registration was initiated by the exercise of demand registration
rights by a stockholder or stockholders of the Company (other than the any of
the Subscribers), then the number of shares that may be included in the
registration and underwriting shall be allocated first to such selling
stockholders who exercised such demand and then, subject to obligations and
commitments existing as of the date hereof, to all other selling stockholders,
including the Subscribers, who have requested to sell in the registration on a
pro rata basis according to the number of shares requested to be included
therein.

     

    


    No Shares
excluded from the underwriting by reason of the underwriter’s marketing
limitation shall be included in such registration. If the Subscriber disapproves
of the terms of any such underwriting, the Subscriber may elect to withdraw such
Subscriber’s Shares therefrom by delivering a written notice to the Company and
the underwriter.  The Shares so withdrawn from such underwriting shall
also be withdrawn from such registration; provided, however, that, if by
the withdrawal of such Shares, a greater number of Shares held by other
Subscribers may be included in such registration (up to the maximum of any
limitation imposed by the underwriters), then the Company shall offer to all
Subscribers who have included Shares in the registration the right to include
additional Shares pursuant to the terms and limitations set forth herein in the
same proportion used above in determining the underwriter
limitation.

     

    c.           Indemnification.

     

    


    
      
        
           


        

        
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    (i)           In
the event of the offer and sale of Shares under the Securities Act, the Company
shall, and hereby does, indemnify and hold harmless, to the fullest extent
permitted by law, each Subscriber, its directors, officers, partners, each other
person who participates as an underwriter in the offering or sale of such
securities, and each other person, if any, who controls or is under common
control with such Subscriber or any such underwriter within the meaning of
Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, and expenses to which the Subscriber or any such
director, officer, partner or underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared
and filed by the Company under which Shares were registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any omission to
state therein a material fact required to be stated or necessary to make the
statements therein in light of the circumstances in which they were made not
misleading, and the Company shall reimburse the Subscriber, and each such
director, officer, partner, underwriter and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating,
defending or settling any such loss, claim, damage, liability, action or
proceeding; provided, that such
indemnity agreement found in this Section 5(c)(i) shall in no event exceed the
net proceeds from the sale of the Shares received by the Company; and provided further,
that the Company shall not be liable in any such case (i) to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement in or omission
from such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company for use in the
preparation thereof or (ii) if the person asserting any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense who
purchased the Shares that are the subject thereof did not receive a copy of an
amended preliminary prospectus or the final prospectus (or the final prospectus
as amended or supplemented) at or prior to the written confirmation of the sale
of such Shares to such person because of the failure of such Subscriber or
underwriter to so provide such amended preliminary or final prospectus and the
untrue statement or omission of a material fact made in such preliminary
prospectus was corrected in the amended preliminary or final prospectus (or the
final prospectus as amended or supplemented). Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Subscribers, or any such director, officer, partner, underwriter or
controlling person and shall survive the transfer of such shares by the
Subscriber.

     

    (ii)           As
a condition to including Shares in any registration statement filed pursuant to
this Agreement, each Subscriber agrees to be bound by the terms of this Section
5(c) and to indemnify and hold harmless, to the fullest extent permitted by law,
the Company, each of its directors, officers, partners, legal counsel and
accountants and each underwriter, if any, and each other person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Company or any such director or officer or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) that arises out of or is based upon an untrue
statement in or omission from such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished by the
Subscriber for use in the preparation thereof, and such Subscriber shall
reimburse the Company, and such Subscribers, directors, officers, partners,
legal counsel and accountants, persons, underwriters, or control persons, each
such director, officer, and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating, defending, or
settling any such loss, claim, damage, liability, action or proceeding; provided, however, that such
indemnity agreement found in this Section 5(c)(ii) shall in no event exceed the
net proceeds received by such Subscriber as a result of the sale of Shares
pursuant to such registration statement, except in the case of fraud or willful
misconduct.  Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling person and shall survive the transfer by any
Subscriber of such shares.

     

    


    
      
        
           


        

        
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    (iii)           Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in this Section (including
any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action; provided, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section, except to
the extent that the indemnifying party is actually prejudiced by such failure to
give notice.  In case any such action is brought against an
indemnified party, unless in the reasonable judgment of counsel to such
indemnified party a conflict of interest between such indemnified and
indemnifying parties may exist or the indemnified party may have defenses not
available to the indemnifying party in respect of such claim, the indemnifying
party shall be entitled to participate in and to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of the
defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of
investigation.  Neither an indemnified nor an indemnifying party shall
be liable for any settlement of any action or proceeding effected without its
consent.  No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.  Notwithstanding
anything to the contrary set forth herein, and without limiting any of the
rights set forth above, in any event any party shall have the right to retain,
at its own expense, counsel with respect to the defense of a claim. Each
indemnified party shall furnish such information regarding itself or the claim
in question as an indemnifying party may reasonably request in writing and as
shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.

     

    


    
      
        
           


        

        
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    (iv)           If
an indemnifying party does or is not permitted to assume the defense of an
action pursuant to Sections 5(c)(iii) or in the case of the expense
reimbursement obligation set forth in Sections 5(c)(i) and 5(c)(ii), the
indemnification required by Sections 5(c)(i) and 5(c)(ii) shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills received or expenses, losses, damages or
liabilities are incurred.

     

    (v)           If
the indemnification provided for in Section 5(c)(i) or 5(c)(ii) is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage or expense (i) in such proportion
as is appropriate to reflect the proportionate relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission), or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, then in such
proportion as is appropriate to reflect not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations. No
indemnified party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent
misrepresentation.

     

    (vi)           Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.

     

    (vii)           Other
Indemnification.  Indemnification similar to that specified in
this Section (with appropriate modifications) shall be given by the Company and
each Subscriber of Shares with respect to any required registration or other
qualification of securities under any federal or state law or regulation or
governmental authority other than the Securities Act.

     

    d.           Assignment of
Rights.  No Subscriber may assign its rights under this Section
5 to any party without the prior written consent of the Company; provided, however, that any
Subscriber may assign its rights under this Section 5without such consent to a
Permitted Assignee as long as (i) such transfer or assignment is effected in
accordance with applicable securities laws; (ii) such transferee or assignee
agrees in writing to become subject to the terms of this Agreement; and (iii)
such subscriber notifies the Company in writing of such transfer or assignment,
stating the name and address of the transferee or assignee and identifying the
shares with respect to which such rights are being transferred or
assigned.

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    For
purposes of this Section 5(d), “Permitted Assignee” means (1) with respect to a
partnership, its partners or former partners in accordance with their
partnership interests, (2) with respect to a corporation, its stockholders in
accordance with their interest in the corporation, (3) with respect to a limited
liability company, its members or former members in accordance with their
interest in the limited liability company, (4) with respect to an individual
party, any family member (spouse, descendants or trust the beneficial interests
of which are owned by any of such individuals) of such party, (5) an entity that
is controlled by, controls, or is under common control with a transferor, or (6)
a party to this Agreement.

     

    e.           Compliance.  The
Subscriber covenants and agrees that such Subscriber will comply with the
prospectus delivery requirements of the Securities Act as applicable to such
Subscriber in connection with sales of Shares pursuant to a registration
statement required hereunder.

     

    f.           Information by
Subscriber.  The Subscriber covenants and agrees that such
Subscriber, if included in any registration, shall furnish to the Company such
information as the Company may reasonably request in writing regarding such
Subscriber and the distribution proposed by such Subscriber including any
selling shareholder questionnaire if requested by the Company.

     

    6.           Transfer
Restrictions.  The Subscriber acknowledges and agrees as
follows:

     

    a.           The
Shares have not been registered for sale under the Securities Act, in reliance
on the private offering exemption in Section 4(2) thereof; the Company does not
intend to register the Shares under the Securities Act at any time in the
future; and the undersigned will not be entitled to the benefits of Rule 144
with respect to the Shares.

     

    b.           The
Subscriber understands that the certificates representing the Shares, until such
time as they have been registered under the Securities Act, shall bear a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of such certificates or other
instruments):

    


    For U.S.
Persons:

    


    THESE
SECURITIES HAVE BEEN ISSUED PURSUANT TO THE SECTION 4(2) EXEMPTION TO THE
REGISTRATION PROVISIONS UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.  THESE SECURITIES CANNOT BE TRANSFERRED, OFFERED, OR SOLD
UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
ACCORDANCE WITH THE SECURITIES ACT.

    


    
      	
               
      

            	
              For
      Non-U.S. Persons:

            


    

     

    THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY,
NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE SECURITIES ACT.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


     

    The
legend(s) set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Shares upon which it is
stamped, if (a) such Shares are being sold pursuant to a registration
statement under the Securities Act, or (b) such holder delivers to the
Company an opinion of counsel, in a reasonably acceptable form, to the Company
that a disposition of the Shares is being made pursuant to an exemption from
such registration.

     

    c.           No
governmental agency has passed upon the Shares or made any finding or
determination as to the wisdom of any investments therein.

     

    d.           There
are substantial restrictions on the transferability of the shares of Common
Stock, and if the Company decides to issue certificates representing the shares
of Common Stock, restrictive legends will be placed on any such
certificates.

    


    7.           Indemnification.  The
Subscriber agrees to indemnify and hold harmless the Company 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.

     

    8.           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.

    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    9.           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.

     

    10.           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 the
Company, 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).

    


    11.           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 Shares shall be made only in accordance with all applicable
laws.

    


    12.           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.

     

    13.           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.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    


    14.           Blue Sky
Qualification.  The purchase of Shares under this Agreement is
expressly conditioned upon the exemption from qualification of the offer and
sale of the Shares from applicable federal and state securities
laws.  The Company shall not be required to qualify this transaction
under the securities laws of any jurisdiction and, should qualification be
necessary, the Company shall be released from any and all obligations to
maintain its offer, and may rescind any sale contracted, in the
jurisdiction.

    


    15.           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.

    


    16.           Confidentiality.  The
Subscriber acknowledges and agrees that any information or data the Subscriber
has acquired from or about the Company, not otherwise properly in the public
domain, including, without limitation, the business summary of the Company, 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 the Company or for the benefit of
any other person, or misuse in any way, any confidential information of the
Company, including any scientific, technical, trade or business secrets of the
Company and any scientific, technical, trade or business materials that are
treated by the Company as confidential or proprietary, including, but not
limited to, ideas, discoveries, inventions, developments and improvements
belonging to the Company and confidential information obtained by or given to
the Company about or belonging to third parties.

    


    17.           Miscellaneous.

    


    (a)           This
Agreement constitutes the entire agreement between the Subscriber and the
Company 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 the Company and the Subscriber made in this
Agreement shall survive the execution and delivery hereof and delivery of the
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.

    


    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    (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 understands and acknowledges that there may be multiple Closings for
the Offering.

    


    (h)           The
Subscriber hereby agrees to furnish the Company such other information as the
Company may request prior to the Closing with respect to its subscription
hereunder.

    


    18.           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 the Company without the Company’s express prior
approval.  The Company has the right to withhold such approval in its
sole discretion.

     

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    How
to subscribe for Shares in the private offering of

    Nevada Gold Holdings,
Inc.:

    


    
      	
              1.

            	
              Date and Fill in the
      number of Shares being purchased and Complete and Sign the
      Signature Page.

            


    

    


    
      	
              2.

            	
              Initial the Investor
      Certification page.

            


    

    


    
      	
              3.

            	
              Fax or email all forms and
      then send all signed original documents, along with a check or wire
      transfer representing the exact dollar amount of the number of Shares for
      subscription, to:

            


    

    


    Gottbetter
& Partners, LLP

    488
Madison Avenue, 12th Floor

    New York,
NY  10022

    Facsimile
Number:  (212) 400-6901

    Telephone
Number:  (212) 400-6900

    Attn:  Christopher
A. Ryan

    E-mail
Address:  car@gottbetter.com

    


    
      	
              4.

            	
              Any
      check for the subscription of Shares should be made payable to the order
      of “Gottbetter &
      Partners, LLP, Escrow Agent for Nevada Gold Holdings,
      Inc.”.

            


    

    


    
      	
              5.

            	
              If
      the funds are being sent by wire transfer to the Escrow Agent, please see
      the following instructions:

            


    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Bank:

                            	
                              Citibank,
      N.A.

                              330
      Madison Avenue, New York, New York

                            
	 	 
	
                              ABA
      Routing #:

                            	
                              021000089

                            
	 	 
	
                              Swift
      Code:

                            	
                              CITIUS33

                            
	 	 
	
                              Beneficiary:

                            	
                              Gottbetter
      & Partners, LLP, Attorney Trust Account

                            
	 	 
	
                              Account
      #:

                            	
                              49061322

                            
	 	 
	
                              Reference:

                            	
                              “Nevada
      Gold Holdings, Inc. – [insert Subscriber’s name]”

                            
	 	 
	 	 


                    

                  

                

              

            

          

        

      

    

    
      Gottbetter
& Partners Accounting Contact:

      Vincent
DiPaola; telephone: (212) 400-6900; e-mail: vdp@gottbetter.com.

       

    

    Thank you
for your interest,


    


    Nevada
Gold Holdings, Inc.

    



    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    NEVADA GOLD HOLDINGS,
INC.SIGNATURE PAGE TO

    SUBSCRIPTION
AGREEMENT

    


    IN
WITNESS WHEREOF, the Subscriber hereby executes this Subscription
Agreement.

     

    Dated:                                                      ,
2008

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          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:

                                        
	
                                               

                                        	 	
                                               

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      


      
        
          	
                      

                	
                  X

                	
                  $0.25

                	
                  =

                	
                  $

                
	
                  Number
      of Shares

                	 
      	
                  Price
      per Share

                	 
      	
                  Purchase
      Price

                
	
                  (post-Stock
      Split)

                	 
      	
                  (post-Stock
      Split)

                	 
      	 
      


        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    NEVADA
GOLD HOLDINGS, INC.

    SIGNATURE
PAGE TO

    SUBSCRIPTION
AGREEMENT

    


    IN
WITNESS WHEREOF, the Company has duly executed this Subscription
Agreement.

    


    


    Nevada
Gold Holdings, Inc.

    


    


    By:                    

    Name: David
Rector

    Title:   Chief
Executive Officer

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    NEVADA
GOLD HOLDINGS, INC.INVESTOR CERTIFICATION

    


    For
Individual Accredited Investors Only

    (all
Individual Accredited Investors must INITIAL where
appropriate):

    


    
      
        	
                Initial
      _______

              	
                I
      have a net worth (including home, furnishings and automobiles) in excess
      of $1,000,000 either individually or through aggregating my individual
      holdings and those in which I have a joint, community property or other
      similar shared ownership interest with my
  spouse.

              


      

    

    
      	
              Initial
      _______

            	
              I
      have had an annual gross income for the past two years of at least
      $200,000 (or $300,000 jointly with my spouse) and expect my income (or
      joint income, as appropriate) to reach the same level in the current
      year.

            


    

    


    
       
For Non-Individual Accredited
Investors

    

    
       
(all Non-Individual Accredited
Investors must INITIAL where
appropriate):

    

    


    
      
        	
                Initial
      _______

              	
                The
      investor certifies that it is a partnership, corporation, limited
      liability company or business trust that is 100% owned by persons who meet
      at least one of the criteria for Individual Investors set forth
      above.

              


      

    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a partnership, corporation, limited
      liability company or business trust that has total assets of at least $5
      million and was not formed for the purpose of investing in the
      Company.

            


    

    
      
        	
                Initial
      _______

              	
                The
      investor certifies that it is an employee benefit plan whose investment
      decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
      a bank, savings and loan association, insurance company or registered
      investment adviser.

              


      

    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an employee benefit plan whose total assets
      exceed $5,000,000 as of the date of this
  Agreement.

            


    

    
      
        	
                Initial
      _______

              	
                The
      undersigned certifies that it is a self-directed employee benefit plan
      whose investment decisions are made solely by persons who meet either of
      the criteria for Individual
Investors.

              


      

    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a U.S. bank, U.S. savings and loan
      association or other similar U.S. institution acting in its individual or
      fiduciary capacity.

            


    

    
      
        	
                Initial
      _______

              	
                The
      undersigned certifies that it is a broker-dealer registered pursuant to
      §15 of the Securities Exchange Act of
1934.

              


      

    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an organization described in §501(c)(3) of
      the Internal Revenue Code with total assets exceeding $5,000,000 and not
      formed for the specific purpose of investing in the
    Company.

            


    

    
      
        	
                Initial
      _______

              	
                The
      investor certifies that it is a trust with total assets of at least
      $5,000,000, not formed for the specific purpose of investing in the
      Company, and whose purchase is directed by a person with such knowledge
      and experience in financial and business matters that he is capable of
      evaluating the merits and risks of the prospective
    investment.

              


      

    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a plan established and maintained by a state
      or its political subdivisions, or any agency or instrumentality thereof,
      for the benefit of its employees, and which has total assets in excess of
      $5,000,000.

            


    

    
      
        	
                Initial
      _______

              	
                The
      investor certifies that it is an insurance company as defined in §2(13) of
      the Securities Act, or a registered investment
  company.

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Appendix A


    
       
For
Non-U.S. Person Investors

    

    (all Investors who are not a U.S.
Person must INITIAL this section):

    


    
      	
              Initial
      _______

            	
              The
      Investor is not a “U.S. Person” as defined in Regulation S; and
      specifically the Purchaser is not:

            


    

    


    
      	
               
      

            	
              A.

            	
              a
      natural person resident in the United States of America, including its
      territories and possessions (“United
States”);

            


    

    
      	
               
      

            	
              B.

            	
              a
      partnership or corporation organized or incorporated under the laws of the
      United States;

            


    

    
      	
               
      

            	
              C.

            	
              an
      estate of which any executor or administrator is a U.S.
      Person;

            


    

    
      	
               
      

            	
              D.

            	
              a
      trust of which any trustee is a U.S.
Person;

            


    

    
      	
               
      

            	
              E.

            	
              an
      agency or branch of a foreign entity located in the United
      States;

            


    

    
      	
               
      

            	
              F.

            	
              a
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. Person;

            


    

    
      	
               
      

            	
              G.

            	
              a
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
or

            


    

    
      	
               
      

            	
              H.

            	
              a
      partnership or corporation: (i) organized or incorporated under the laws
      of any foreign jurisdiction; and (ii) formed by a U.S. Person principally
      for the purpose of investing in securities not registered under the
      Securities Act, unless it is organized or incorporated, and owned, by
      accredited investors (as defined in Rule 501(a) under the Act) who are not
      natural persons, estates or trusts.

            


    

    


    
       
And, in
addition:

    

    


    
      	
               
      

            	
              I.

            	
              the
      Purchaser was not offered the Units in the United
  States;

            


    

    
      	
               
      

            	
              J.

            	
              at
      the time the buy-order for the Units was originated, the Purchaser was
      outside the United States; and

            


    

    
      	
               
      

            	
              K.

            	
              the
      Purchaser is purchasing the Units for its own account and not on behalf of
      any U.S. Person (as defined in Regulation S) and a sale of the Units has
      not been pre-arranged with a purchaser in the United
    States.