10% SECURED CONVERTIBLE PROMISSORY NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

This Secured Convertible Promissory Note is one of a series of duly authorized and issued secured convertible promissory notes of Nevada Gold Holdings, Inc. (f/k/a Nano Holdings International, Inc.), a Nevada corporation (the “ Company ”), designated its 10% Secured Convertible Promissory Notes due December ___, 2009 (the “ Note ”), issued to ______________________________ (together with its permitted successors and assigns, the “ Holder ”) in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), pursuant to a Securities Purchase Agreement, dated December ___, 2008 (the “ Securities Purchase Agreement ”) between the Company and the Holder.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

Section 1.01                                  Principal and Interest .  For value received, the Company hereby promises to pay to the order of the Holder, in lawful money of the United States of America and in immediately available funds the principal sum of one hundred fifty thousand dollars ($150,000) on the earliest of (i) December ___, 2009 (the “ Maturity Date ”), (ii) an Event of Default (as defined in Section 3.01) or (iii) upon an event triggering Redemption in accordance with (and as defined in) Section 1.02 herein.

(a)             Except as otherwise provided for in Section 3.02 of this Note, shall bear interest from the date hereof at the rate of ten percent (10%) per annum until paid in full, payable on the Maturity Date.

(b)             On the Maturity Date, the entire unpaid principal amount and accrued but unpaid interest shall be paid to the Holder, unless this Note is redeemed earlier in accordance with Section 1.02 herein or converted in accordance with Section 1.03 herein.

(c)             Except as otherwise set forth in this Note, the Company may not prepay any portion of the principal amount of this Note without the prior written consent of the Holder.

Section 1.02                                  Redemption .  Upon the closing of any financing, merger or acquisition, or any other business combination, excluding the Merger, resulting in gross cash proceeds to the Company in excess of five hundred thousand dollars ($500,000) (the “Financing”), the Company shall redeem the Note in full (a “Redemption”); provided , however , that at the option of the Holder, the Note may be converted in accordance with Section 1.03 herein.   In the event of a Redemption, the Holder shall retain the right to receive the Bridge Shares.

Section 1.03                                  Optional Conversion .  Upon the closing of the Financing, the Holder shall be entitled, at its option, to convert all or any part of the principal amount of the Note into  shares (each, a “ Conversion Share ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), at a price (the “ Conversion Price ”) of $1.00 per share.  No fraction of shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share.  The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted as set forth in the applicable Conversion Notice by (y) the Conversion Price.  To convert this Note, the Holder hereof shall deliver written notice thereof, substantially in the form of Exhibit A to this Note, with appropriate insertions (the “ Conversion Notice ”), to the Company at its address as set forth herein.  The date upon which the conversion shall be effective (the “ Conversion Date ”) shall be deemed to be the date set forth in the Conversion Notice.  Except as otherwise provided herein, the Company shall not have the right to object to the conversion or the calculation of the applicable conversion price, absent manifest error.  Any conversion of any portion of the Note to Conversion Shares shall be deemed to be a pre-payment of principal, without any penalty, and shall be credited against any future payments of principal in the order that such payments become due and payable. The Company shall afford the Holder the opportunity to become a party to all agreements and instruments executed by the investors in the Financing, including, but not limited to, a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement shall, among other things, register the Conversion Shares under the Securities Act.  In the event of an Optional Conversion, the Holder shall retain the right to receive the Bridge Shares.

Section 1.04                                  Reservation of Common Stock .  As set forth in Section 4(e) of the Securities Purchase Agreement, the Company shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of conversion of this Note and issuing the Bridge Shares, that number of shares of Common Stock equal to the sum of (i) the number of shares of Common Stock into which the Note is convertible based upon the Conversion Price, plus (ii) the number of shares of Common Stock issuable to the Holder upon the closing of the Financing.

Section 1.05                                  Absolute Obligation/Ranking .  Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and liquidated damages (if any) on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed.  This Note is a direct debt obligation of the Company.  This Note ranks pari passu with all other Notes now or hereinafter issued pursuant to the Securities Purchase Agreement.

Section 1.06                                  Paying Agent and Registrar .  Initially, the Company will act as paying agent and registrar.  The Company may change any paying agent, registrar, or Company-registrar by giving the Holder not less than ten (10) business days’ written notice of its election to do so, specifying the name, address, telephone number and facsimile number of the paying agent or registrar.  The Company may act in any such capacity.

Section 1.07                                  Different Denominations .  This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same.  No service charge will be made for such registration of transfer or exchange.

Section 1.08                                  Investment Representations . This Note has been issued subject to certain investment representations of the original Holder set forth in the Securities Purchase Agreement and may be transferred or exchanged only in compliance with the Securities Purchase Agreement and applicable federal and state securities laws and regulations.

Section 1.09                                  Reliance on Note Register .  Prior to due presentment to the Company for transfer or conversion of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 1.10                                 In addition to the rights and remedies given it by this Note, the Holder shall have all those rights and remedies allowed by applicable laws.  The rights and remedies of the Holder are cumulative and recourse to one or more right or remedy shall not constitute a waiver of the others.

Section 2.01                                  Amendments and Waiver of Default .  The Note may not be amended without the consent of the Holder.  Notwithstanding the above, without the consent of the Holder, the Note may be amended to cure any ambiguity, defect or inconsistency or to make any change that does not adversely affect the rights of the Holder.

Section 3.01                                  Events of Default .  Each of the following events shall constitute a default under this Note (each an “ Event of Default ”):

(a)             failure by the Company to pay principal or interest amount due hereunder within five (5) days of the date such payment is due;

(b)             failure by the Company’s transfer agent to issue Common Stock to the Holder within five (5) days of the Company’s receipt of the attached Conversion Notice from Holder in accordance with the Securities Purchase Agreement;

(c)             failure by the Company for five (5) days after notice to it to comply with any of its other agreements in the Note;

(d)             the Company shall:  (1) make a general assignment for the benefit of its creditors; (2) apply for or consent to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of its assets and properties; (3) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code; (4) file with or otherwise submit to any governmental authority any petition, answer or other document seeking:  (A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation; (5) file or otherwise submit any answer or other document admitting or failing to contest the material allegations of a petition or other document filed or otherwise submitted against it in any proceeding under any such applicable law, or (6) be adjudicated a bankrupt or insolvent by a court of competent jurisdiction;

(e)             any case, proceeding or other action shall be commenced against the Company for the purpose of effecting, or an order, judgment or decree shall be entered by any court of competent jurisdiction approving (in whole or in part) anything specified in Section 3.01(d) hereof, or any receiver, trustee, assignee, custodian, sequestrator, liquidator or other official shall be appointed with respect to the Company, or shall be appointed to take or shall otherwise acquire possession or control of all or a substantial part of the assets and properties of the Company, and any of the foregoing shall continue unstayed and in effect for any period of sixty (60) days;

(f)             default shall occur with respect to any indebtedness for borrowed money of the Company or under any agreement under which such indebtedness may be issued by the Company and such default shall continue for more than the period of grace, if any, therein specified, if the aggregate amount of such indebtedness for which such default shall have occurred exceeds $25,000;

(g)             default shall occur with respect to any contractual obligation of the Company under or pursuant to any contract, lease, or other agreement to which the Company is a party and such default shall continue for more than the period of grace, if any, therein specified, if the aggregate amount of the Company’s contractual liability arising out of such default exceeds or is reasonably estimated to exceed $25,000;

(h)             final judgment for the payment of money in excess of $25,000 shall be rendered against the Company and the same shall remain undischarged for a period of 20 days during which execution shall not be effectively stayed;

(i)             any event of default of the Company under any agreement, note, mortgage, security agreement or other instrument evidencing or securing indebtedness that ranks senior in priority to, or pari passu with, the obligations under this Note and the Securities Purchase Agreement;

(j)             the Common Stock shall not be eligible for quotation on or quoted for trading on the OTC Bulletin Board and shall not again be eligible for and quoted for trading thereon within five (5) trading days;

(k)             any breach by the Company of any of its representations or warranties under the Securities Purchase Agreement; or

(l)             any default, whether in whole or in part, shall occur in the due observance or performance of any obligations or other covenants, terms or provisions to be performed under this Note or the Securities Purchase Agreement which is not cured by the Company within five (5) days after receipt of written notice thereof.

Section 3.02                                 If any Event of Default occurs, the full principal amount of this Note, together with any other amounts owing in respect thereof, to the date of acceleration shall become, at the Holder’s election, immediately due and payable in cash.  Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, interest on this Note shall begin to accrue at the rate of 15% per annum, or such lower maximum amount of interest permitted to be charged under applicable law.  All Notes for which the full amount hereunder shall have been paid in accordance herewith shall promptly be surrendered to or as directed by the Company.  The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law.  Such declaration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under this Section shall have been received by it.  No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section 4.01                                  Negative Covenants .  So long as this Note shall remain in effect and until any outstanding principal and all fees and all other expenses or amounts payable under this Note and the Securities Purchase Agreement have been paid in full, unless all Holders shall otherwise consent in writing, the Company shall not:

(a)              Senior or Pari Passu Indebtedness .  Incur, create, assume, guaranty or permit to exist any indebtedness that ranks senior in priority to, or pari passu with, the obligations under this Note and the Securities Purchase Agreement, except for (i) indebtedness existing on the date hereof and set forth in Schedule A attached hereto and only to the extent that such indebtedness ranks senior in priority to or pari passu with the obligations under this Note and the Securities Purchase Agreement on the Original