**AGREEMENT**




This
        Agreement (“ Agreement ”)
        is
        entered into this 29th day of March, 2005, by and between the parties identified
        on the signature pages hereto (each an “ Investor ”
        and
        collectively “ Investors ”)
        and **GOLDSPRING,
        INC.** ,
        a
        Florida corporation (the “ Company ”).




**R
        E C I T A L S**




**1.**  **WHEREAS** ,
        the
        parties hereto are also parties to that certain Subscription Agreement dated
        as
        of November 30, 2004 (the “ Subscription
        Agreement ”)
        whereby the Company issued and sold to the Investors up to $12.0 million
        of
        principal amount of promissory notes of the Company (“ Convertible
        Notes ”)
        initially convertible into shares of the Company’s common stock, $0.000666 par
        value per share (the “ Common
        Stock ”)
        and
        warrants to purchase shares of Common Stock; and




**2.**  **WHEREAS** ,
        pursuant to Section 11.1(iv) of the Subscription Agreement, the Company was
        required to file a registration statement by December 30, 2004 and to have
        caused such registration statement to be declared effective by the Securities
        and Exchange Commission (the “ Commission ”)
        by
        February 14, 2005; and




**3.**  **WHEREAS** ,
        the
        Company’s failure to file the registration statement within the time periods
        prescribed in the Subscription Agreement has caused liquidated damages to
        accrue
        pursuant to Section 11.4 of the Subscription Agreement, as further calculated
        and set forth on Exhibit
        A attached
        hereto; and




**4.**  **WHEREAS** ,
        pursuant to Section 12(b) of the Subscription Agreement, the consent of holders
        of not less than 80% of the outstanding principal amount of Convertible Notes
        is
        required prior to the Company’s issuance of any equity security of the Company;
        and




**5.**  **WHEREAS** ,
        the
        Investors set forth on the signature pages of this Agreement represent 100%
        of
        the outstanding principal amount of Convertible Notes; and




**6.**  **WHEREAS** ,
        in
        order to provide for certain payment and to avoid the expense, inconvenience,
        and uncertainty of further dispute, the parties hereto desire resolve the
        claims
        and damages that have accrued pursuant to the Subscription Agreement, without
        any admission of liability to any party hereto, on the terms and conditions
        of
        this Agreement.




**AGREEMENT**




**NOW,
        THEREFORE** ,
        in
        consideration for the mutual promises, various obligations, rights, and
        covenants contained herein and for other consideration, the receipt and
        sufficiency of which are hereby acknowledged, and intending to be legally
        bound,
        the parties hereto agree as follows:




**1.**  **Incorporation
        of Recitals** **.** The
        recitals set forth above are true, accurate, and correct, and are incorporated
        in this Agreement by this reference and made a material part of this
        Agreement.







**2.**  **Payment.** In
        consideration for various obligations, rights, and covenants contained herein
        and other consideration, and without any admission of liability by any party
        hereto, upon the Settlement Date of this Agreement, the Company shall issue
        to
        the Investors up to an aggregate of _______ restricted shares of Common Stock
        (the “ Shares ”),
        in
        accordance with the names and amounts set forth on Exhibit
        B attached
        hereto. For purposes of this Agreement, the “ Settlement
        Date ”
        shall
        be the date whereby at least 80% of the outstanding principal amount of
        Convertible Notes have approved and executed this Agreement; provided , however ,
        that if
        the Settlement Date does not occur by April 15, 2005, then this Agreement
        shall
        be null and void and of no further force or effect. The parties acknowledge
        that
        the Investors are granted the registration and other rights described in
        Section
        11 of the Subscription Agreement, except that the Filing Date and Effective
        Date
        of the registration rights related to the Shares shall be April 30, 2005
        and
        June 30, 2005, respectively.




**3.**  **Consent
        and Waiver.** By
        executing this Agreement, each Investor hereby (i) consents, pursuant to
        Section
        12(b) of the Subscription Agreement, to the issuance of the Shares pursuant
        to
        this Agreement; (ii) waives the application of Section 12(c) of the Subscription
        Agreement with respect to the issuance of the Shares pursuant to this Agreement;
        (iii) waives the application of Section 3.4 of the Common Stock Purchase
        Warrant
        dated November 30, 2004 held by such Investor with respect to the issuance
        of
        the Shares pursuant to this Agreement; and (iv) waives the application of
        Section 3.4(b)(D) of the Convertible Note held by such Investor with respect
        to
        the issuance of the Shares pursuant to this Agreement. The parties acknowledge
        that such consent and waiver applies to the issuance of Shares pursuant to
        this
        Agreement and shall not constitute an implied waiver of any other right,
        power,
        or privilege of the Investors.




**4.**  **Acknowledgement
        and Release** **.** In
        consideration of the mutual agreements contained herein, the parties to this
        agreement acknowledge that the Shares are being issued in lieu of liquidated
        damages that accrued pursuant to Section 11.4 of the Subscription Agreement
        during the period commencing November 30, 2004 and continuing through and
        including March 29, 2005, and each party fully, finally, and forever releases
        from and discharges one another, and each of its officers, directors,
        stockholders, employees, accountants, and agents, of and from any and all
        claims, demands, obligations, actions, causes of action, damages, costs,
        and
        expenses of any nature whatsoever, which either party may now have in connection
        with liquidated damages that accrued during such period.




**5.**  **Representations
        and Warranties of Company**




**(a)**  **Authority** **.** Company
        has the power and authority to enter into this Agreement and to carry out
        the
        transactions contemplated hereby. No other proceedings on the part of Company
        are necessary to authorize the execution and delivery by Company of this
        Agreement or the consummation by Company of the transactions contemplated
        hereby. This Agreement has been duly executed and delivered by, and constitutes
        a legal, valid, and binding agreement of Company, enforceable against it
        in
        accordance with its terms, except that (i) such enforcement may be subject
        to
        bankruptcy, insolvency, reorganization, moratorium, or other similar laws
        now or
        hereafter in effect relating to creditors' rights, and (ii) the remedy of
        specific performance and injunctive and other forms of equitable relief may
        be
        subject to equitable defenses and to the discretion of the court before which
        any proceeding therefore may be brought.




2


**(b)**  **No
        Violation.** The
        execution and delivery of this Agreement and the consummation of the
        transactions contemplated hereby will not violate or result in a breach by
        Company of, or constitute a default under, or conflict with, or cause any
        acceleration of any obligation with respect to, (i) any provision or restriction
        of its articles of incorporation, bylaws, or any loan, indenture, or mortgage
        of
        Company, or (ii) any provision or restriction of any lien, lease agreement,
        contract, instrument, order, judgment, award, decree, ordinance, or regulation
        or any other restriction of any kind or character to which any assets or
        properties of Company is subject or by which Company is bound.




**(c)**  **Accuracy
        of Statements.** Neither
        this Agreement nor any statement, exhibit, certificate, or other information
        furnished by Company to Investors in connection with this Agreement or any
        of
        the transactions contemplated hereby contains an untrue statement of a material
        fact or omits to state a material fact necessary to make the statements
        contained herein or therein, in light of circumstances in which they are
        made,
        not misleading.




**6.**  **Investor’s
        Representations and Warranties.** Each
        Investor hereby represents and warrants to and agrees with Company only as
        to
        such Investor that:




**(a)**  **Information
        on Company.** Investor
        has been furnished with or has had access via the EDGAR system maintained
        by the
        Commission to Company's Form 10-KSB for the year ended December 31, 2003
        as
        filed with the Commission, together with all subsequently filed Forms 10-QSB,
        8-K, and filings made with the Commission available via the EDGAR system
        (hereinafter referred to collectively as the “ Reports ”).
        In
        addition, the Investor has received in writing from Company such other
        information concerning its operations, financial condition, and other matters
        as
        Investor has requested in writing (such other information is collectively,
        the
“ Other
        Written Information ”),
        and
        considered all factors Investor deems material in deciding on the advisability
        of investing in the Shares.




**(b)**  **Information
        on Investor.** Investor
        is an “accredited investor”, as such term is defined in Regulation D promulgated
        by the Commission under the 1933 Act, is experienced in investments and business
        matters, has made investments of a speculative nature and has purchased
        securities of U.S. publicly owned companies in private placements in the
        past
        and, with its representatives, has such knowledge and experience in financial,
        tax, and other business matters as to enable Investor to utilize the information
        made available by Company to evaluate the merits and risks of and to make
        an
        informed investment decision with respect to the proposed purchase, which
        represents a speculative investment. Investor has the authority and is duly
        and
        legally qualified to receive and own the Shares. Investor is able to bear
        the
        risk of such investment for an indefinite period and to afford a complete
        loss
        thereof. The information set forth on the signature page hereto regarding
        Investor is accurate.




**(c)**  **Intent.** As
        of the Settlement Date, Investor shall accept the Shares for its own account
        for
        investment only and not with a view toward, or for resale in connection with,
        the public sale or any distribution thereof.




3


**(d)**  **Compliance
        with Securities Act.** Investor
        understands and agrees that the Shares have not been registered under the
        Securities Act of 1933, as amended (the “ 1933
        Act ”)
        Act or
        any applicable state securities laws, by reason of their issuance in a
        transaction that does not require registration under the 1933 Act (based
        in part
        on the accuracy of the representations and warranties of Investor contained
        herein), and that the Shares must be held indefinitely unless a subsequent
        disposition is registered under the 1933 Act or any applicable state securities
        laws or is exempt from such registration.




**(e)**  **Shares
        Legend.** The
        Shares shall bear the following or similar legend:




“THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED
        FOR
        SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
        STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW
        OR AN
        OPINION OF COUNSEL REASONABLY SATISFACTORY TO GOLDSPRING, INC. THAT SUCH
        REGISTRATION IS NOT REQUIRED.”




**(f)**  **Authority;
        Enforceability** **.**
        This Agreement and other agreements delivered together with this Agreement
        or in
        connection herewith have been duly authorized, executed, and delivered by
        Investor and are valid and binding agreements enforceable against Investor
        in
        accordance with their terms, subject to bankruptcy, insolvency, fraudulent
        transfer, reorganization, moratorium and similar laws of general applicability
        relating to or affecting creditors’ rights generally and to general principles
        of equity; and Investor has full corporate power and authority necessary
        to
        enter into this Agreement and such other agreements and to perform its
        obligations hereunder and under all other agreements entered into by Investor
        relating hereto.




**(g)**  **Restricted
        Securities.** Investor
        understands that the Shares have not been registered under the 1933 Act and
        such
        Investor will not sell, offer to sell, assign, pledge, hypothecate, or otherwise
        transfer any of such securities unless pursuant to an effective registration
        statement under the 1933 Act. Notwithstanding anything to the contrary contained
        in this Agreement, such Investor may transfer (without restriction and without
        the need for an opinion of counsel) the Shares to its Affiliates (as defined
        below) provided that each such Affiliate is an “accredited investor” under
        Regulation D and such Affiliate agrees to be bound by the terms and conditions
        of this Agreement. For the purposes of this Agreement, an “Affiliate” of any
        person or entity means any other person or entity directly or indirectly
        controlling, controlled by or under direct or indirect common control with
        such
        person or entity. For purposes of this definition, “control” means the power to
        direct the management and policies of such person or firm, directly or
        indirectly, whether through the ownership of voting securities, by contract
        or
        otherwise.




**(h)**  **No
        Governmental Review.** Each
        Investor understands that no U.S. federal or state agency or any other
        governmental or state agency has passed on or made recommendations or
        endorsement of the Shares or the suitability of the investment in the Shares
        nor
        have such authorities passed upon or endorsed the merits of the offering
        of the
        Shares.




4


**(i)**  **Correctness
        of Representations.** Each
        Investor represents as to such Investor that the foregoing representations
        and
        warranties are true and correct as of the date hereof and, unless an Investor
        otherwise notifies the Company prior to the Settlement Date shall be true
        and
        correct as of the Settlement Date.




**7.**  **Review
        by Counsel** **.** By
        executing this Agreement, the parties acknowledge that this Agreement has
        been
        freely and extensively negotiated and they have fully availed themselves
        of the
        opportunity to consult with counsel of their choice about the consequences
        of
        its terms and provisions. The parties acknowledge that they have read this
        Agreement, that they fully understand it, that they agree to be bound by
        its
        terms and conditions. The parties further acknowledge that such parties are
        not
        relying on any representations or warranties of any of the other parties
        or
        their counsel in entering into this Agreement, except such representations
        or
        warranties as may be expressly set forth in this Agreement.




**8.**  **Binding
        Effect.** This
        Agreement, and every part hereof, shall be effective only upon the Settlement
        Date, and shall be binding upon and shall inure to the benefit of the parties
        hereto, as well as to their respective successors-in-interest, heirs, executors,
        administrators, and assigns.




**9.**  **Further
        Assurances** **.** Each
        party hereto agrees to take all actions and cooperate as necessary to and
        further agrees to execute any documents that might be necessary to effect
        the
        transactions contemplated by this Agreement.




**10.**  **Entire
        Agreement.** This
        writing (including the Recitals) and the exhibits represent the entire agreement
        and understanding of the parties with respect to the subject matter hereof
        and
        supersedes all prior agreements and understandings of the parties respecting
        the
        same.




**11.**  **Attorneys’
        Fees.** In
        the event of a violation of this Agreement or any portion thereof, the
        prevailing party in any litigation arising therefrom shall be entitled to
        recover all reasonable attorneys’ fees and costs.




**12.**  **Amendment;
        Waiver.** Neither
        this Agreement nor any term hereof may be amended, waived, discharged, or
        terminated, except by a written instrument signed by Company and holders
        of not
        less than 80% of the outstanding principal amount of Convertible Notes, and
        any
        such amendment, waiver, discharge, or termination shall be binding on all
        the
        Holders.




**13.**  **Governing
        Law.** This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        state of New York without regard to principles of conflicts of laws. Any
        action
        brought by either party against the other concerning the transactions
        contemplated by this Agreement shall be brought only in the state courts
        of New
        York or in the federal courts located in the state of New York. The parties
        and
        the individuals executing this Agreement and other agreements referred to
        herein
        or delivered in connection herewith on behalf of the Company agree to submit
        to
        the jurisdiction of such courts and waive trial by jury. In the event that
        any
        provision of this Agreement or any other agreement delivered in connection
        herewith is invalid or unenforceable under any applicable statute or rule
        of
        law, then such provision shall be deemed inoperative to the extent that it
        may
        conflict therewith and shall be deemed modified to conform with such statute
        or
        rule of law. Any such provision which may prove invalid or unenforceable
        under
        any law shall not affect the validity or enforceability of any other provision
        of any agreement.




5


**14.**  **Delays
        or Omissions** **.** No
        delay
        or omission to exercise any right, power, or remedy accruing to any Investor,
        upon any breach or default of Company under this Agreement, shall impair
        any
        such right, power, or remedy, nor shall it be construed to be a waiver of
        any
        such breach or default, or any acquiescence therein, or of or in any similar
        breach or default thereafter occurring; nor shall any waiver of any single
        breach or default be deemed a waiver of any other breach or default theretofore
        or thereafter occurring.




**16.**  **Counterparts** .
        This
        Agreement may be executed in counterparts, each of which shall be an original,
        but all of which taken together shall constitute one Agreement..




[REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
        first above written.


6




**COMPANY:**




GOLDSPRING,
        INC., a Florida corporation




By:
        _____________________________________


Robert
        T.
        Faber, President





**INVESTORS:**





GAMMA
        OPPORTUNITY CAPITAL PARTNERS, LP





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





LONGVIEW
        FUND LP





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





LONGVIEW
        EQUITY FUND, LP




By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________


LONGVIEW
        INTERNATIONAL


EQUITY
        FUND, LP





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





ALPHA
        CAPITAL


AKTIENGESELLSCHAFT




By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________


7


CAPITAL
        VENTURES INTERNATIONAL





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





PORTSIDE
        GROWTH AND OPPORTUNITY FUND





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





ENABLE
        GROWTH PARTNERS L.P.





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





WHALEHAVEN
        FUNDS LIMITED





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





STONESTREET
        LIMITED PARTNERSHIP





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





SMITHFIELD
        FIDUCIARY LLC





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





TCMP3
        PARTNERS LLP





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





8


BRISTOL
        INVESTMENT FUND, LTD.





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





VERTICAL
        VENTURES, LLC





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





MERRIMAN
        CURHAN FORD CORPORATION





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





A.
        Tod
        Hindin





KENNETH
        R. WERNER REV TST


DTD
        7/20/96





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________







Thomas
        P.
        O’Shea, Jr.








___________________________________D.
        Jonathan
        Merriman








___________________________________Brock
        Ganeles








___________________________________Elise
        Stern





9





___________________________________Craig
        E.
        Sultan








___________________________________Carl
        Frankson








___________________________________Jon
        M. Plexico








___________________________________Pete
        Marcil








___________________________________David
        Bain








___________________________________Steven
        R.
        Sarracino








___________________________________Gregory
        S.
        Curhan








___________________________________John
        Hiestand








___________________________________Robert
        E. Ford








___________________________________Eric
        Wold








___________________________________Christopher
        Aguilar





10





___________________________________Peter
        A.
        Blackwood





GENESIS
        MICROCAP INC.





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________








John
        V.
        Winfield





JOHN
        V.
        WINFIELD IRA-1




By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________


JOHN
        V.
        WINFIELD IRA-2





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





SANTA
        FE
        FINANCIAL CORP.





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





PORTSMOUTH
        SQUARE, INC.





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________





INTERGROUP
        CORP.





By:
        _____________________________________


Name:
        ___________________________________


Title:
        ____________________________________




11


**EXHIBIT
        A**




**CALCULATION
        OF LIQUIDATED DAMAGES**















**EXHIBIT
        B**




**COMMON
        STOCK TO BE ISSUED IN SETTLEMENT**