LOAN
      AGREEMENT

    


    This
      Loan
      Agreement is entered into this 8th day of March, 2007, by and between
GOLDEN
      EAGLE MINERAL HOLDINGS, INC. (“GEMH” or the “Lender”),
      a
      Colorado Corporation with its principal place of business located at 910 Golden
      Beach Blvd., Venice, Florida 34285; and GOLDEN
      EAGLE INTERNATIONAL, INC. (“GEII” or the “Borrower”),
      a
      Colorado Corporation, with its principal place of business located at 9661
      South
      700 East, Salt Lake City, Utah 84070.

    


    WHEREAS,
      GEMH is
      interested in, and is willing and able to, loan GEII a minimum of $1 million
      dollars (loan proceeds) within the 60-day period following the execution of
      this
      Agreement for the incremental expansion of the C Zone pilot plant into a
      full-scale production plant with an eventual capacity of 500 cubic meters
      (approximately 1,000 tons) per day on GEII’s Precambrian mining concessions
      located in eastern Bolivia; to provide needed operating capital during the
      construction and shake-out periods; and for any other business purpose at the
      discretion of GEII’s management, all contingent on GEMH’s satisfactory due
      diligence and its receipt of a Certification Regarding Final Feasibility from
      GEII regarding the development of the C Zone; and 

    


    WHEREAS,
      the
      60-day period referred to above (“due diligence period”) shall be construed to
      be a period of due diligence during which GEMH shall conduct its due diligence
      into the C Zone pilot plant operations, previous C Zone exploration, and will
      receive a Certification Regarding Final Feasibility from GEII; and

     

    WHEREAS,
      GEII is
      desirous of borrowing the loan proceeds for the purposes set out above in
      accordance with the terms and conditions set forth below.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants made herein, and the exchange of good
      and
      valuable consideration, the sufficiency of which is acknowledged by the parties
      hereto, GEMH, the Lender, and GEII, the Borrower, agree as follows:

    


    1. LOAN.
      The
      Loan
      shall be in the principal amount of $1,000,000.00 (Principal). The Principal
      shall be payable to GEII as follows:

     

    
      	 	a.	$100,000,
              which has been received by GEII;


      	 	b.	$100,000
              to be received by GEII by March 21, 2007;


      	 	
              c.

            	
              $800,000
                to be received by GEII at any time within the due diligence period,
                in
                which due diligence shall be conducted by GEMH and during which GEII
                shall
                promptly provide any and all information requested by GEMH for the
                purpose
                of determining the feasibility of expanding GEII’s pilot plant at its C
                Zone Project into a full-scale production plant with an eventual
                capacity
                of 500 cubic meters (approximately 1,000 tons) per day on GEII’s
                Precambrian mining concessions located in eastern Bolivia; to provide
                needed operating capital during the construction and shake-out periods;
                and for any other business purpose at the discretion of GEII’s management.
                

            


    

     

    


    
      
         

      

      
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    2. TERM
      AND INTEREST RATE.
      The
      Principal shall be due and payable to the holder hereof twelve (12) months
      from
      the date of the receipt of each individual payment by the Lender to the Borrower
      with respect to each individual payment amount described in Paragraph 1 above.
      For example: Borrower shall owe Lender $100,000, plus the respective accrued
      interest on that amount, on March 2, 2008. This payment of principal and
      interest by Borrower to Lender will constitute the first repayment due pursuant
      to this Agreement. The holder hereof may at its election extend the term of
      this
      Note for successive twelve (12) month periods upon written notice thereof to
      the
      Borrower, or may aggregate all of the separate payment and interest amounts
      into
      one renewal with one expiration date, but only upon the written request of
      the
      Lender.

    


    Interest
      on this Note shall accrue from the date of payment of each individual payment
      amount within the total of the Principal paid to the Borrower at the rate of
      ten
      percent (10%) per annum, calculated and compounded monthly, until paid. Interest
      shall be due and payable to the Lender at the end of the term of this Note.
      However, in the event of default, interest shall accrue at the rate of fourteen
      percent (14%) per annum, calculated and compounded monthly, from the date of
      default.

    


    3.
       NEGOTIABILITY.
      This
      Loan Agreement, and the underlying debt obligation, shall be saleable,
      transferable, assignable or otherwise negotiable, by the holder hereof for
      value, to a Holder in Due Course as defined by the Uniform Commercial Code,
      upon
      written notification to Borrower of the new holder and its address. The Borrower
      hereby makes an unconditional promise to repay the principal and accrued
      interest of this Convertible Promissory Note on or before the date due to any
      such Holder in Due Course. Furthermore, it is agreed that all rights, benefits,
      representations and warranties made by the Borrower shall survive any sale,
      transfer, assignment, or other negotiation by Lender to a Holder in Due Course.
      Additionally, Lender and Borrower agree that all rights, benefits,
      representations and warranties made by the Lender shall survive any sale,
      transfer, assignment, or other negotiation by Lender to a Holder in Due Course.
      The Borrower acknowledges that repayment to a Holder in Due Course is not
      subject to any claims or defenses the Borrower may have against the Lender.
      

    


    4. DEFAULT.
      Each of
      the following events shall be and shall constitute an event of default under
      this Agreement:

    


    
      	 	
              (a)

            	
              Any
                default by the Borrower in the punctual payment of the principal
                and
                accrued interest hereunder when, and as, the same shall become due
                and
                payable;

            


    

    


    
      	 	
              (b)

            	
              Any
                default by the Borrower under, or breach by the Borrower in the
                performance of, any covenant, agreement, warranty, representation
                or
                condition contained in this
                Agreement;

            


    

    


    
      	 	
              (c)

            	
              If
                the Borrower shall:

            


    

    


    
      	 	
              (i)

            	
              apply
                for, or consent to, the appointment of a receiver, trustee, or liquidation
                of the Borrower for all or substantially all assets of the Borrower;
                (ii)
                file or be served with any petition for relief under the Bankruptcy
                Code
                or any similar federal or state law or admit in writing its inability
                to
                pay its debts as they become due; (iii) make a general assignment
                to
                creditors;

            


    

     

     

    
      
         

      

      
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              (d)

            	
              If
                any pleading shall be filed in any court or other forum seeking the
                adjudication of the Borrower as bankrupt or insolvent, the appointment
                of
                a receiver, trustee, or liquidation of the Borrower or of all or
                substantially all of their assets which pleading shall not be dismissed
                within thirty (30) days; or

            


    

    


    
      	 	
              (e)

            	
              The
                filing of any tax lien respecting any of the assets of the
                Borrower;

            


    

    


    
      	 	
              (f)

            	
              The
                failure to file timely any and all reports of the Borrower with the
                U.S.
                Securities and Exchange Commission;

            


    

    


    
      	 	
              (g)

            	
              The
                foregoing notwithstanding, the Borrower shall have ten (10) days
                from the
                date of notice of such default to cure said default. Upon such cure
                the
                terms of this Note shall continue in
                effect.

            


    

    


    5. REMEDIES
      UPON DEFAULT. Upon
      the
      occurrence of any one or more of the events of

    default
      described in Paragraph 4 of this Loan Agreement and subject solely to the
      Borrower's actual cure of the default pursuant to Section 5(g), the holder
      of
      this Note at its option, and in its sole discretion, may declare the unpaid
      balance of the principal and accrued interest immediately due and payable as
      fully and as completely as if said aggregate sum were originally agreed to
      be
      paid at such time, all without notice or demand, which are hereby expressly
      waived by the Borrower. 

    


    6. LOCATION
      OF TRANSACTION. The
      offer
      and acceptance of this Loan Agreement shall be deemed concluded at the office
      of
      the Borrower, 9661 South 700 East, Salt Lake City, Utah 84070.

    


    7. REPRESENTATIONS
      AND WARRANTIES OF BORROWER.
      Borrower
      represents and warrants to the Lender as follows:

    


    
      	 	
              (a)

            	
              The
                Borrower shall maintain accurate records and books of account, in
                accordance with generally acceptable accounting principles, consistently
                applied throughout the periods included herein, and the Lender shall
                have
                the right to receive and review Borrower's SEC filings and financial
                statements contained therein;

            


    

     

    
      	 	
              (b)

            	
              The
                Borrower shall pay and discharge when due all taxes, levies and other
                charges which are or, if they remain unpaid, may become a lien against
                its
                properties or assets;

            


    

    


    
      	 	
              (c)

            	
              The
                Borrower shall notify the Lender if, at any time, it changes the
                address
                of the office where it keeps its books and
                records.

            


    

    


    
      	 	
              (d)

            	
              The
                Borrower shall maintain its corporate existence and comply with all
                valid
                and applicable statutes, rules, ordinances, regulations or orders,
                federal, state and local, and maintain its properties in good operating
                conditions;

            


    

    
 

    
      
         

      

      
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              (e)

            	
              The
                Borrower is a corporation duly organized, validly existing and in
                good
                standing under the laws of the State of Colorado and is qualified
                or
                authorized to do business as a foreign corporation and is in good
                standing
                in all jurisdictions in which qualification or authorization may
                be
                required and has all requisite corporate power and authority, licenses
                and
                permits to own or lease and operate its properties and any of its
                business
                as presently being conducted and to execute, deliver and perform
                this
                Agreement and consummate the transactions contemplated
                hereby.

            


    

     

    
      
        	 	
                (f)

              	
                The
                  Borrower is a Reporting Company whose common stock is registered
                  with the
                  U.S.
                  Securities and Exchange Commission pursuant to the Securities Exchange
                  Act
                  of 1934 as amended. The Borrower represents and warrants that it
                  will file
                  all such reports as required and that the information contained
                  therein
                  does not and will not contain any misstatement of material information
                  or
                  any omission of information necessary to make the information provided
                  not
                  misleading.

              


      

       

    

    
      	 	
              (g)

            	
              Borrower
                shall provide Lender with any and all information, on a timely and
                expedient basis, necessary for Lender’s due diligence regarding Borrower’s
                intentions to expand its pilot plant into a full-scale production
                plant at
                a rate that will eventually reach 500 m3 per day of ore processing
                capacity at the C Zone of Borrower’s Precambrian properties in eastern
                Bolivia. 

            


    

     

    8. REPRESENTATIONS
      AND WARRANTIES OF LENDER.
      The
      Lender represents and warrants to the Borrower as follows:

    


    
      	 	
              (a)

            	
              Lender
                is an accredited investor within the definition set out in Section
                2(15)
                of the Securities Act of 1933, including Securities Act of 1933 Rule
                501,
                which definition has been provided to
                Lender.

            


    

    


    
      	 	
              (b)

            	
              Lender
                has sought legal, accounting and investment advice before making
                its loan
                to Borrower, and understands the risk inherent in Borrower’s
                business.

            


    

    


    
      	 	
              (c)

            	
              Lender
                understands that any loan to a public company may be construed as
                a
                security, and as such, Lender represents that it is an accredited
                investor.

            


    

    


    
      	 	
              (d)

            	
              Lender
                has performed its due diligence relative to GEII as a company; however,
                GEMH will deliberately and with all speed perform its due diligence
                relative to the expansion of the C Zone pilot plant into a full-scale
                production plant, and will not unduly delay loaning the balance of
                the
                funds contemplated under this
                Agreement.

            


    

    


    9. COMMISIONS
      AND OTHER EXPENSES.
      The
      Borrower and Lender agree that there are no commissions due for arranging this
      loan or Loan Agreement and that each shall bear its own incidental expenses
      of
      the transaction including any attorneys’ fees. In addition, the Borrower and
      Lender agree that there is no finder fee or other payment due to any third
      party
      as result of this transaction.

    


    
      
         

      

      
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    10. SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES.
      The
      Representations and Warranties set forth above shall survive the execution
      of
      this Agreement and may be relied upon by either Party so long as the relying
      Party does not have actual knowledge of the invalidity or inaccuracy of said
      Representations and Warranties.

    


    11. INDEMNIFICATION.
      Borrower
      agrees to indemnify and hold harmless Lender for any liability arising to Lender
      after closing from Lender’s reliance on Borrower’s Representations and
Warranties.
      Lender also agrees to indemnify and hold harmless Borrower for any liability
      arising to Borrower after closing from Borrower’s reliance on Lender’s
      Representations and Warranties.

    


    12. COUNTERPARTS/FACSIMILE
      SIGNATURES.
      This
      Loan Agreement may be executed in counterpart signatures and the Parties agree
      that a facsimile signature transmitted from a known telephone number of either
      Party shall be deemed to be an original signature.

    


    13. GOVERNING
      LAW.
      This
      Loan Agreement shall be construed and enforced in accordance with the laws
      of
      the United States and the State of Utah. In the event that any dispute should
      arise pertaining to this Agreement, the Parties agree that jurisdiction shall
      vest only in the State or Federal Courts located in Salt Lake City, Utah in
      order to resolve such dispute.

    


    14. ATTORNEYS’
      FEES AND OTHER COSTS IN THE EVENT OF DEFAULT, ENFORCEMENT OR COLLECTION.
In
      the
      event of default, or if either party is compelled to take legal action to
      enforce this Agreement, or Lender is compelled to seek collection pursuant
      to
      the terms of this Agreement, the prevailing party shall be entitled to its
      reasonable attorneys’ fees, costs associated with the litigation, and other
      reasonable costs. 

     

    15. NOTICES.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be deemed to have been duly given (a) on date of delivery
      if
      delivered personally or (b) on the fifth day after being sent by certified
      mail,
      return receipt requested, with postage prepaid, or by courier service, return
      receipt requested, as follows:

    


    
      	 	
              Borrower:

            	
              GOLDEN
                EAGLE INTERNATIONAL, INC. 

            


    

    
      	 	 	
              9661
                South 700 East

            


    

    
      	 	 	
              Salt
                Lake City, Utah 84070

            


    

    


    
      	 	
              Lender:

            	
              GOLDEN
                EAGLE MINERAL HOLDING, INC.

            


    

    
      	 	 	
              910
                Golden Beach Blvd.

            


    

    
      	 	 	
              Venice,
                Florida 34285

            


    

    


    16. ENTIRE
      AGREEMENT.
      This
      Loan Agreement constitutes the entire agreement between the parties hereto
      and
      supersedes all prior agreements, understandings and arrangements, oral or
      written, between the parties hereto with respect to the subject matter hereof.
      This Loan Agreement may not be amended or modified, except by a written
      agreement signed by all parties hereto.

     

     

    
 

    
      
         

      

      
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    EXECUTED
      AND ACKNOWLEDGED THIS 8th DAY OF March, 2007.

     

    
      	GOLDEN EAGLE INTERNATIONAL,
              INC.	GOLDEN EAGLE MINERAL HOLDING,
              INC.
	
               

               

               

               

              By:
/s/
                Terry C.
                Turner                 
                

              Terry
                C. Turner,
                President

            	
               

               

               

               

              By:
/s/
                Bruce H.
                Penrod                    
                

              Bruce
                H. Penrod,
                President

            


    

    


     

    
 

    
      
         

      

      
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