**ESCROW
        AGREEMENT**
 
 **THIS
        ESCROW AGREEMENT** (the
“ Agreement ”)
        is
        entered into and effective as of March ____, 2005, by and among Goldspring,
        Inc., a Florida corporation, with its principal executive offices at 8585
        East
        Hartford Drive, Suite 400, Scottsdale, AZ 85255 (the “ Company ”),
        the
        parties identified on the signature page hereto (each, a “ Recipient ”
        and
        collectively, the “ Recipients ”),
        and
        Bondy & Schloss LLP (the “ Escrow
        Agent ”).
        Terms
        not defined herein shall have the meaning prescribed thereto in the Settlement
        Agreement executed simultaneously herewith (the “ Settlement
        Agreement ”).
 
 **W
        I T N E S S E T H:**
 
 **WHEREAS,** simultaneously herewith, the Company and the Recipients have entered into
        the
        Settlement Agreement, pursuant to which, among other things, the Company
        has
        agreed: (i) to issue the Recipients 12% Secured Convertible Debentures of
        the
        Company, in the aggregate principal amount of $6,885,184 (the “Convertible
        Debenture”), and (ii) to, contemporaneously with the execution of the Settlement
        Agreement, and issuance of the Convertible Debenture, issue 17,761,067 shares
        of
        common stock of the Company (each, a “ Share ,”
        and
        collectively, the “ Shares ”)
        in
        exchange for $266,416 (the “Conversion Amount”) representing certain other
        payments due to Recipients by Company, which Shares may be put back to the
        Company for 125% of the Conversion Amount if the Company does not satisfy
        all or
        any portion of its registration requirements pursuant to Section 9 of the
        Subscription Agreement; and
 
 **WHEREAS,** as
        further specified in the Put Agreement, if, at the time the Purchasers exercise
        their right to put the Shares to the Company, the Company does not have an
        amount of cash, as defined by GAAP, equal to or greater than the 125% of
        the
        Conversion Amount, than the Company shall cause the Escrow Agent to deliver
        to
        the Purchasers a promissory note in the full amount of 125% of the Conversion
        Amount (the “ Note ”);
        and
 
 **WHEREAS,** the
        Recipients agreed to enter into the Settlement Agreement, and related documents
        (the “ Transaction
        Documents ”)
        on the
        condition that the Company deposit with the Escrow Agent: (i) certificates
        representing 150% of the amount of shares of common stock of the Company
        (assuming the conversion of the Convertible Debenture by the Recipients as
        of
        the Closing Date, (the “ Conversion
        Shares ”),
        in
        order to facilitate the conversion of the Convertible Debenture, and (ii)
        the
        Note, in order to facilitate the transactions set forth in the Put Agreement;
        and
 
 **WHEREAS,** the
        Company is ready, willing and able to so deposit the Conversion Shares and
        Note
        with the Escrow Agent pursuant to this Agreement.
 
 **NOW,
        THEREFORE,** in
        consideration of the covenants and mutual promises contained herein and other
        good and valuable consideration, the receipt and legal sufficiency of which
        are
        hereby acknowledged and intending to be legally bound hereby, the parties
        agree
        as follows:
 
 **1.**  **Deposit
        of Shares** **.**
  
 (a)  In
        satisfaction of certain of its obligations under the Convertible Debenture,
        the
        Company shall deposit with the Escrow Agent one or more certificates
        representing not less than __________ shares of common stock of the Company,
        which shall be held in the name of the Company, endorsed or assigned in blank
        or
        in favor of the Escrow Agent.
 
 (b)  If
        upon
        conversion of the Convertible Debenture the number of shares of common stock
        of
        the Company that the Recipients are entitled to receive is more than __________,
        no later than three (3) Business Days after receiving written request therefore
        from the Escrow Agent, the Company shall deposit with the Escrow Agent
        certificates representing a number of the shares of its common stock
        representing the difference between the number of shares of common stock
        of the
        Company the Recipients were entitled to receive upon conversion and __________
        shares.
 
 **2.**  **Release
        of Shares** **.**
 
 (a)  Upon
        surrender not later than the maturity date of the Convertible Debenture by
        the
        Recipients to the Escrow Agent of a duly executed and completed notice (the
        “ Conversion
        Notice ”)
        in the
        form attached to the Convertible Debenture, together with the original
        Convertible Debenture representing the principal amount and accrued interest
        to
        be converted, the Escrow Agent shall (i) release from escrow and use its
        best
        efforts to cause to be transferred to the Recipients such number of shares
        of
        the Company’s common stock then held by the Escrow Agent pursuant to this
        Agreement to the person entitled thereto in accordance with the terms of
        the
        Convertible Debenture and the Conversion Notice, and (ii) deliver to the
        Company
        the original Convertible Debenture.
 
 **3.**  **Deposit
        and Release of Note** **.**
 (a)  In
        satisfaction of its obligations under the Put Agreement, the Company shall
        deposit with the Escrow Agent the Note, in the principal amount of not less
        than
        $333,020, representing 125% of the Conversion Amount, which shall be held
        in the
        name of the Recipients, pending the Recipients exercise of their put option
        pursuant to the Put Agreement.
 
 (b)  If
        the
        Escrow Agent receives written notice from the Recipients to the effect that:
        (i)
        the Company has failed to satisfy all or any portion of its registration
        requirements pursuant to Section 9 of the Subscription Agreement, (ii) the
        Recipients have exercised their right to put the Shares to the Company for
        125%
        of the Conversion Amount, and (iii) the Company has notified the recipients
        that
        it does not have cash, as defined by GAAP, in the amount of 125% of the
        Conversion Amount, and therefore can not redeem the Shares, then the Escrow
        Agent shall release the Note from escrow and deliver it to the
        Recipients.
 
 **4.**  **Limitations
        of Escrow Agent’s Capacity** **.**
 
 (a)  This
        Agreement expressly and exclusively sets forth the duties of the Escrow Agent
        with respect to any and all matters pertinent hereto and no implied duties
        or
        obligations shall be read into this Agreement against the Escrow
        Agent.
 
 2
 (b)  The
        Escrow Agent shall act hereunder as a depository only, and is not responsible
        or
        liable in any manner whatsoever for the sufficiency, correctness, genuineness
        or
        validity of the subject matter of this Agreement or any part thereof, whether
        in
        form or substance, or for the form of execution thereof, or for any endorsement
        or lack of endorsement thereon or for any description therein. It shall be
        sufficient if a writing purporting to be such instrument, document, certificate,
        statement or notice is delivered to the Escrow Agent and purports on its
        face to
        be correct in form and signed or otherwise executed by the party or parties
        required to sign or execute the same under this Agreement. The Escrow Agent
        shall not be required in any way to determine the identity or authority of
        any
        person executing the same or the genuineness of such signature.
 
 (c)  This
        Agreement as it presently exists or may hereafter be amended constitutes
        the
        entire agreement between the Escrow Agent and any other parties hereto in
        connection with the subject matter hereof, and no other agreement entered
        into
        between the parties or any of them, shall be considered as adopted or binding,
        in whole or in part, upon the Escrow Agent notwithstanding that any other
        agreement may be deposited with the Escrow Agent or the Escrow Agent may
        have
        knowledge thereof.
 
 (d)  The
        Escrow Agent shall have no liability or obligation to notify any party hereto
        or
        any other party interested in this Agreement of any payment required or maturity
        occurring under this Agreement or under the terms of any instrument deposited
        herewith unless such notice is explicitly provided for in this
        Agreement.
 
 (e)  The
        Escrow Agent shall not be charged with notice of knowledge of any fact or
        information not herein set forth.
 
 **5.**  **Authority
        of Escrow Agent** **.**
 
 (a)  The
        Escrow Agent is hereby authorized and directed by the undersigned to deliver
        the
        subject matter of this Agreement only in accordance with the provisions of
        Sections 2 and 3 above.
 
 (b)  The
        Escrow Agent shall be protected in acting upon any written notice, request,
        waiver, consent, certificate, receipt, authorization, power of attorney or
        other
        paper or document which the Escrow Agent in good faith believes to be genuine
        and what it purports to be, including but not limited to items directing
        investment or non-investment of funds, items requesting or authorizing release,
        disbursement or retainage of the subject matter of this Agreement and the
        items
        amending the terms of this Agreement.
 
 (c)  The
        Escrow Agent may consult with legal counsel in the event of any dispute or
        question as to the construction of any of the provisions hereof or its duties
        hereunder, and shall incur no liability and shall be fully protected in act
        and
        in accordance with the advise of such counsel. **The
        Escrow Agent has acted as legal counsel for the Recipients, and may continue
        to
        act as legal counsel for the Recipients, from time to time, notwithstanding
        its
        duties as the Escrow Agent hereunder. The Company consents to the Escrow
        Agent
        in such capacity as legal counsel for the Recipients and waives any claim
        that
        such representation represents a conflict of interest on the part of the
        Escrow
        Agent. The Company understands that the Recipients and the Escrow Agent are
        relying explicitly on the foregoing provision in entering into this
        Agreement.**
 
 3
 (d)  In
        the
        event of any disagreement between any of the parties to this Agreement, or
        between any of them and any other person, resulting in adverse claims or
        demands
        being made in connection with the matters covered by this Agreement, or in
        the
        event that the Escrow Agent, in good faith, shall be in doubt as to what
        action
        it should take, the Escrow Agent may, at its option, refuse to comply with
        any
        claims or demands on it, or refuse to take any other action hereunder, so
        long
        as such disagreement continues or such doubt exists and in any such event
        the
        Escrow Agent shall not be or become liable in any way or to any person for
        its
        failure or refusal to act, and the Escrow Agent shall be entitled to continue
        to
        refrain from acting until (i) the rights of all interested parties shall
        have
        been fully and finally adjudicated by a court of competent jurisdiction,
        or (ii)
        all differences shall have been adjudged and all doubt resolved by agreement
        among all the interested persons, and the Escrow Agent shall have been notified
        thereof in writing signed by all such persons. Notwithstanding the preceding,
        the Escrow Agent may in its discretion obey the order or judgment, decree
        or
        levy of any court, whether with or without jurisdiction, and the Escrow Agent
        is
        hereby authorized in its sole discretion, to comply with and obey (and shall
        have no liability to any person or party so doing) any such orders, judgments,
        decrees or levies which the Escrow Agent is advised by legal counsel of its
        own
        choosing is binding upon it. The rights of the Escrow Agent under this
        subsection are cumulative with all other rights which it may have by law
        or
        otherwise.
 
 (e)  The
        Escrow Agent shall have no liability for any loss arising from any cause
        beyond
        its control, including but not limited to the following (i) the act, failure
        or
        negligence of any agent or correspondent selected by the Escrow Agent for
        the
        remittance of funds (ii) any delay, error omission or default of any mail,
        telegraph, cable or wireless agency or operator (iii) the acts or edicts
        of any
        government or governmental agency or other group or entity exercising
        governmental powers.
 
 (f)  Without
        in any way limiting any other provision of this Agreement as expressly
        understood and agreed that the Escrow Agent shall be under no duty or obligation
        to give any notice or to do or to omit the doing of any action or anything
        with
        respect to the subject matter hereof except to receive, hold and deliver
        the
        same in accordance with the terms hereof. The Escrow agent shall not be liable
        for any error in judgment, or act or omission, or any mistake of law or fact
        or
        for doing anything it may do or refrain from doing in connection herewith,
        except for its own willful misconduct or gross negligence.
 
 (g)  The
        Escrow Agent shall be indemnified and held harmless from anything which it
        may
        do or refrain from doing in connection herewith or for any claims, demands
        or
        losses or for any damages made or suffered by any party to this Agreement
        except
        such as may rise through or be caused by the Escrow Agent’s willful misconduct
        or gross negligence.
 
 4
 (h)  In
        the
        event that any controversy should arise among the parties with respect to
        this
        Agreement, or should the Escrow Agent resign and the parties fail to select
        another Escrow Agent to act in its stead, the Escrow Agent shall have the
        right
        to institute a bill of interpleader in any court of competent jurisdiction
        to
        determine the rights of the parties, all at the cost of the
        Company.
 
 **6.**  **Resignation** **.** The
        Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if the
        Escrow Agent shall resign by written notice to the Comapny and the Recipients.
        In the event of any such resignation, the Recipients and the Company shall
        appoint a successor Escrow Agent.
 
 **7.**  **Termination** **.**
 
 (a)  Unless
        any party has sent notice to all other parties that a dispute exists regarding
        any part of the subject matter hereof, this Agreement shall be terminated
        on the
        earlier of: (a) the complete disbursement of the subject matter of this
        Agreement, or (b) the Termination Date. For the purposes of this Agreement,
        the
        Termination Date shall be defined as date on which all payments under the
        Convertible Debenture have been made in full by the Company and the Registration
        Statement has been declared effective by the Commission prior to the Effective
        Date (as that term is defined in Section 9(a)(iv) of the Subscription Agreement)
        (the “ Termination
        Date ”).
 
 (b)  If
        all or
        any portion of the shares of the Conversion Shares and/or the Note has not
        been
        released to the Recipients on or before the Termination Date, then, upon
        such
        Termination Date, the Escrow Agent is hereby directed to deliver any remaining
        Conversion Shares and/or portion of the Note then held by the Escrow Agent
        to
        the Company, and this Agreement shall terminate.
 
 **8.**  **General
        Provisions** **.**
 
 (a)  At
        the
        Termination Date set out in subsection 7(a) above, the Escrow Agent shall
        be
        discharged from any further obligation.
 
 (b)  Where
        directions or instructions from more than one of the undersigned are required,
        such directions or instructions may be given by separate instruments of similar
        tenor. Any of the undersigned may act hereunder through an agent or
        attorney-in-fact, provided satisfactory written evidence of authority is
        first
        furnished to any party relying on such authority.
 
 (c)  The
        Company shall reimburse the Escrow Agent for its reasonable costs and expenses
        incurred in connection with the performance by it of services under this
        Agreement (including reasonable fees and expenses of Escrow Agent’s
        counsel).
 
 (d)  Any
        payment, notice, request for consent, report, or any other communication
        required or permitted in this Agreement shall be in writing and shall be
        deemed
        to have been given when personally delivered to the party hereunder specified
        against receipt therefor or when placed in the United States Postal Service,
        registered or certified, with return receipt requested, postage prepaid and
        addressed as follows:
 
 5
 If
        to a
        Secured Party, to:
 
 the
        address set forth beneath his or its name on **Schedule
        A** hereto
 
 with
        a
        copy to:
 
 Bondy
        & Schloss LLP
 60
        East
        42 nd St.,
        37 th Floor
 New
        York,
        NY 10165
 Attn:
        Jeffrey A. Rinde, Esq.
 Fax:
        (212) 972-1677
 
 If
        to the
        Company, to:
 
 GoldSpring,
        Inc.
 8585
        East
        Hartford Drive, Suite 400
 Scottsdale,
        AZ 85255
 Attn.:
        Robert T. Faber
 Fax:_______________________
 
 with
        a
        copy to:
 ____________________________
 ____________________________
 ____________________________
 Attn.:________________________
 Fax:_________________________
 
 If
        to the
        Escrow Agent, to:
 
 Bondy
        & Schloss LLP
 60
        East
        42 nd St.,
        37 th Floor
 New
        York,
        NY 10165
 Attn:
        Jeffrey A. Rinde, Esq.
 Fax:
        (212) 972-1677
 
 Any
        party
        may unilaterally designate a different address by giving notice of each such
        change in the manner specified above to the other party.
 
 (e)  This
        Agreement is being made in and is intended to be construed according to the
        laws
        of the State of New York without giving effect to conflict of law provisions.
        Any action to enforce, arising out of, or relating in any way to, any provision
        of this Agreement shall only be brought in a state or Federal court located
        in
        the County of New York, State of New York. It shall inure to and be binding
        upon
        the parties hereto and their respective successors, receivers, personal
        representatives, trustees and assigns.
 
 6
 (f)  Words
        used in the singular number may include the plural and the plural may include
        the singular. The section headings appearing in this instrument have been
        inserted for convenience only and shall be given no substantive meaning or
        significance whatsoever in construing the terms and conditions of this
        Agreement.
 
 (g)  The
        terms
        of this Agreement may be altered, amended, modified or revoked only by an
        instrument in writing signed by all the parties hereto.
 
 (h)  If
        one or
        more of the provisions hereof shall for any reason be held to be invalid,
        illegal or unenforceable in any respect under applicable law, such invalidity,
        illegality or unenforceability shall not affect any other provisions hereof
        and
        this Agreement shall be construed as if such invalid, illegal or unenforceable
        provision had never been contained herein.
 
 (i)  This
        Agreement may be executed in one or more counterparts, each of which so executed
        shall be deemed to be an original; but such counterparts shall together
        constitute one and the same instrument.
 
 
 
 **[THE
        REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]**
 
  7
 
 
 
 
 
 **COUNTERPART
        SIGNATURE PAGE TO ESCROW AGREEMENT, DATED MARCH ___, 2005**
 
 **IN
        WITNESS WHEREOF** ,
        the
        parties have executed and delivered this Agreement as of the date first above
        written.
 
 **RECIPIENTS:**
 
 
 _____________________________________
 JOHN
        V.
        WINFIELD
 
 
 **JOHN
        V. WINFIELD IRA-1**
 
 By:
        _____________________________________
 Name:
 Its:
 
 **JOHN
        V. WINFIELD IRA-2**
 
 By:
        _____________________________________
 Name:
 Its:
 
 **SANTA
        FE FINANCIAL CORP.**
 
 By:
        _____________________________________
 Name:
 Its:
 
 **PORTSMOUTH
        SQUARE, INC.**
 
 By:
        _____________________________________
 Name:
 Its:
 
 **THE
        INTERGROUP CORPORATION**
 
 By:
        _____________________________________
 Name:
 Its:
  
  8
 **COUNTERPART
        SIGNATURE PAGE TO ESCROW AGREEMENT, DATED MARCH ___, 2005**
 
 **IN
        WITNESS WHEREOF** ,
        the
        parties have executed and delivered this Agreement as of the date first above
        written.
  **COMPANY:**
 
 **GOLDSPRING,
        INC.**
 
 
 By:
        _____________________________________
 Name:
 Its:
 
 
 **ESCROW
        AGENT:**
 
 **BONDY
        & SCHLOSS LLP**
 
 
 By:
        _____________________________________
 Name:
 Its:
 
  9
   **SCHEDULE
        A**
 
 **List
        of Recipients**
 
 **Names
                  and Addresses**John
                  V. Winfield
                820
                  Moraga Drive
                Los
                  Angeles, CA 90049John
                  V. Winfield IRA-1
                820
                  Moraga Drive
                Los
                  Angeles, CA 90049
                Attn.:
                  John V. WinfieldJohn
                  V. Winfield IRA-2
                820
                  Moraga Drive
                Los
                  Angeles, CA 90049
                Attn.:
                  John V. WinfieldSanta
                  Fe Financial Corp.
                820
                  Moraga Drive
                Los
                  Angeles, CA 90049
                Attn.:
                  John V. WinfieldPortsmouth
                  Square, Inc.
                820
                  Moraga Drive
                Los
                  Angeles, CA 90049
                Attn.:
                  John V. WinfieldThe
                  InterGroup Corporation
                820
                  Moraga Drive
                Los
                  Angeles, CA 90049
                Attn.:
                  John V. Winfield