AGREEMENT AND RELEASE

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

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

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

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

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

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

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

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

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

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

3.       Release .  Conditioned upon the Closing and the receipt by Subscriber of the Assigned Shares, Subscriber hereby covenants and agrees not to sue and fully, finally and forever completely releases Mathewson and Nevada Gold, along with its present and former officers, directors, stockholders, employees, agents, attorneys and representatives (collectively, the “Released Parties”) of and from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown which Subscriber has or might claim to have against the Released Parties for any and all injuries, harm, damages (actual and punitive), costs, losses, expenses, attorneys’ fees and/or liability or other detriment, if any, whenever incurred or suffered by Subscriber, arising from, relating to, or in any way connected with, the Gold Run Subscription and any fact, event, transaction, action or omission, actual or alleged, that occurred or failed to occur in connection therewith.

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

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

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

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

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

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

f.            Compliance with Other Instruments .  Pubco is not in violation or default of any provision of its Certificate of Incorporation or By-Laws, each as in effect on the date hereof, except for such failures as would not reasonably be expected to have a Material Adverse Effect.  Pubco is not in violation or default of any provision of any material instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties or assets are bound which would reasonably be expected to have a Material Adverse Effect.  To the best of Mathewson’s knowledge, Pubco is not in violation or default of any provision of any federal, state or local statute, rule or governmental regulation which would reasonably be expected to have a Material Adverse Effect.  The assignment of the Assigned Shares hereunder will not result in any such violation, be in conflict