0001144204-06-008671 Sample Contracts

AMENDED AND RESTATED OPERATING AGREEMENT OF AMERICAN RACING AND ENTERTAINMENT, LLC
Operating Agreement • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • New York

This Amended and Restated Operating Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Racing and Entertainment, LLC (the “Company”), a New York limited liability company, is made as of the 1st day of March, 2006, by and among the Persons who have executed a counterpart signature page hereto on the date hereof and each other Person who may become a party hereto as a Member from time to time in accordance with the terms of this Agreement.

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Contract
Commercial Pledge Agreement • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada

WHEREVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH DELETIONS ARE DENOTED BY AN ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

GUARANTEE OF CREDIT FACILITY
Guarantee of Credit Facility • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation

THIS Guarantee of Credit Facility is entered into among Nevada Gold and Casinos, Inc., (referred to below as “Borrower”); Black Hawk Gold, LTD (referred to below as “Guarantor”); and * (referred to below as "Lender').

COMMERCIAL PLEDGE AGREEMENT
Commercial Pledge Agreement • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada

THIS COMMERCIAL PLEDGE AGREEMENT is entered into among Nevada Gold & Casinos, Inc., (referred to below as “Borrower”); Black Hawk Gold, LTD (referred to below as “Debtor”); and * (referred to below as “Lender”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Texas

THIS EMPLOYMENT AGREEMENT (“Agreement") is entered into this 7th day of December, 2005, by and between ALAN J. GREENSTEIN (“Employee”) and NEVADA GOLD & CASINOS, INC., a Nevada corporation with headquarters in Houston, Texas (“Employer”).

COMMERCIAL PLEDGE AGREEMENT
Commercial Pledge Agreement • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada

THIS COMMERCIAL PLEDGE AGREEMENT is entered into among Nevada Gold & Casinos, Inc., (referred to below as “Borrower”); Nevada Gold NY, Inc. (referred to below as “Debtor”); and * (referred to below as “Lender”).

JANUARY 2006 SECURITY AGREEMENT
Security Agreement • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation

This January 2006 Security Agreement (A1/06 SA@) is made as of January 19, 2006 (the AEffective Date@), by and between Nevada Gold & Casinos, Inc., a Nevada corporation (ANGC@) (as Maker), and its wholly-owned subsidiary, Black Hawk Gold, Ltd., a Colorado corporation (ABHG@) (as Guarantor), both with their principal places of business at 3040 Post Oak Blvd., Suite 675, Houston, Texas, 77056-6588; and of * [name changed to the defined term “Lender” throughout this Agreement*].

Contract
Commercial Pledge Agreement • March 3rd, 2006 • Nevada Gold & Casinos Inc • Services-miscellaneous amusement & recreation • Nevada

WHEREVER CONFIDENTIAL INFORMATION IS OMITTED HEREIN (SUCH DELETIONS ARE DENOTED BY AN ASTERISK), SUCH CONFIDENTIAL INFORMATION HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

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