EXHIBIT
10.3

      


      LOCK-UP
LETTER AGREEMENT

      


      


      December
31, 2008

      


      Nevada
Gold Holdings, Inc.

      1640
Terrace Way

      Walnut
Creek, CA  94597

      Attn:  David
Rector

      


      


      Ladies
and Gentlemen:

      


      Reference
is made to the Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”) by and among Nevada Gold Holdings, Inc., a Delaware corporation (the
“Company”), Nevada Gold Enterprises, Inc., a Nevada corporation (“Nevada Gold”),
and Nevada Gold Acquisition Corp. a Nevada corporation and a wholly owned
subsidiary of the Company (the “Transactions”).  In connection with
the Merger Agreement, Nevada Gold stockholders shall receive shares of common
stock, par value $0.001 per share (“Common Stock”), of the Company in
consideration for shares of Nevada Gold held by them at the effective time of
the merger.  In consideration of the Company and Nevada Gold entering
into the Merger Agreement, the undersigned hereby agrees as
follows:

      


      1. 
The undersigned hereby covenants and agrees, except as provided herein, not to
(a) offer, sell, contract to sell, grant any
option to purchase, hypothecate, pledge or otherwise dispose of or (b) transfer title to (a “Prohibited Sale”)
any of the shares of Common Stock (the “Acquired Shares”) acquired by the
undersigned pursuant to or in connection with the Merger Agreement, during the
period commencing on the “Closing Date” (as defined in the Merger Agreement) and
ending on the 24-month anniversary of the Closing Date (the “Lockup Period”),
without the prior written consent of the Company.  Notwithstanding the
foregoing, the undersigned shall be permitted from time to time during the
Lockup Period, without the prior written consent of the Company, as applicable,
(i) to engage in transactions in connection with the undersigned’s participation
in the Company’s stock option plans, (ii) to transfer all or any part of the
Acquired Shares to any family member, for estate planning purposes, or to an affiliate thereof (as such term is
defined in Rule 405 under the Securities Exchange Act of 1934, as amended),
provided that such transferee agrees in writing
with the Company to be bound hereby, or
(iii) to participate in any transaction in which holders of the Common
Stock of the Company participate or have the opportunity to participate pro
rata, including, without limitation, a merger, consolidation or binding share
exchange involving the Company, a disposition of the Common Stock in connection
with the exercise of any rights, warrants or other securities distributed to the
Company’s stockholders, or a tender or exchange offer for the Common Stock, and
no transaction contemplated by the foregoing clauses (i), (ii) or (iii) shall be
deemed a Prohibited Sale for purposes of this Letter Agreement.

      


      2. 
This Letter Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving
effect to principles of conflicts or choice of laws
thereof.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      3. 
This Letter Agreement will become a binding agreement among the undersigned as
of the Closing Date.  In the event that no closing occurs under the
Merger Agreement, this Letter Agreement shall be null and void.  This
Letter Agreement (and the agreements reflected herein) may be terminated by the
mutual agreement of the Company and the undersigned, and if not sooner
terminated, will terminate upon the expiration date of the Lockup
Period.  This Letter Agreement may be duly executed by facsimile and
in any number of counterparts, each of which shall be deemed an original, and
all of which together shall be deemed to constitute one and the same
instrument.  Signature pages from separate identical counterparts may
be combined with the same effect as if the parties signing such signature page
had signed the same counterpart.  This Letter Agreement may be
modified or waived only by a separate writing signed by each of the parties
hereto expressly so modifying or waiving such agreement.

      


      


      Very
truly yours,

       

      /s/ David
Mathewson            

                                                                      Print
Name:  David
Mathewson

      


      


      Address:

       

                                      

    

     

                                    

       

      Number of
shares of Common Stock owned:        

       

      Certificate
Numbers:                

      


      


      [Company
signature on the following page]



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Accepted
and Agreed to:

      


      Nevada
Gold Holdings, Inc.

      


      


      By:                        

      Name:
David Rector

      Title:  
President