**THIS
        NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS** **NOTE
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
        NOTE
        AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD,
        OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT AS TO THIS NOTE OR THE COMMON SHARES ISSUABLE UPON
        CONVERSION OF THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
        SATISFACTORY TO GOLDSPRING, INC. THAT SUCH REGISTRATION IS NOT
        REQUIRED.** ****
  **CONVERTIBLE
        NOTE**
 
 FOR
        VALUE
        RECEIVED, GOLDSPRING, INC., a Florida corporation (hereinafter called
        "Borrower"), hereby promises to pay to __________________ ,
        (the
        "Holder") or its registered assigns or successors in interest or order, without
        demand, the sum of _____________________ (“Principal
        Amount”), with simple and unpaid interest thereon, on March 31, 2008 (the
        "Maturity Date"), if not sooner paid.
 
 This
        Note
        has been entered into pursuant to the terms of a settlement agreement, dated
        March 19, 2005 (the “Settlement Agreement”) and a subscription agreement, dated
        November 30, 2004 (the “Subscription Agreement”), both between the Borrower and
        the Holder, (collectively, the “Transaction Documents”), and shall be subject to
        the terms of such Transaction Documents. Unless otherwise separately defined
        herein, all capitalized terms used in this Note shall have the same meaning
        as
        is set forth in the Subscription Agreement. The following terms shall apply
        to
        this Note:
 
 **ARTICLE
        I**
 
 **INTEREST
        AND AMORTIZATION**
 
 1.1.   Interest
        Rate .
        Subject
        to Section 5.7 hereof, interest payable on this Note shall accrue at a rate
        per
        annum (the "Interest Rate") of eight percent (8%). Interest on the Principal
        Amount shall be simple interest, payable monthly, in arrears, commencing
        on
        April 1, 2006 and on the first day of each consecutive calendar month thereafter
        (each, a "Repayment Date") and on the Maturity Date, whether by acceleration
        or
        otherwise.
 
 1.2.   Minimum
        Monthly Principal Payments .
        Amortizing payments of the outstanding Principal Amount of this Note shall
        commence on the first (1st) Repayment Date and shall recur on each succeeding
        Repayment Date thereafter until the Principal Amount has been repaid in full,
        whether by the payment of cash or by the conversion of such principal into
        Common Stock pursuant to the terms hereof. Subject to Section 2.1 and Article
        3
        below, on each Repayment Date, the Borrower shall make payments to the Holder
        in
        the amount of one-twenty-fourth (1/24th) of the initial Principal Amount
        (the
        "Monthly Principal Amount"), together with any accrued and unpaid interest
        then
        due on such portion of the Principal Amount plus any and all other amounts
        which
        are then owing under this Note that have not been paid (the Monthly Principal
        Amount, together with such accrued and unpaid interest and such other amounts,
        collectively, the "Monthly Amount"). Amounts of Conversions of Principal
        Amount
        made by the Holder or Borrower pursuant to Section 2.1 or Article III, and
        Redemption Amounts actually paid to Borrower shall be applied to Monthly
        Amounts
        commencing with the Monthly Amounts first payable and then Monthly Amounts
        thereafter in chronological order. Any Principal Amount that remains outstanding
        on the Maturity Date shall be due and payable on the Maturity Date.
 
 1
 1.3.   Default
        Interest Rate .
        Following the occurrence and during the continuance of an Event of Default,
        subject to Section 5.7, the annual interest rate on this Note shall
        automatically be increased to fifteen percent (15%), and all outstanding
        obligations under this Note, including unpaid interest, shall continue to
        accrue
        interest from the date of such Event of Default at such interest rate applicable
        to such obligations until such Event of Default is cured or waived.
 
 **ARTICLE
        II**
 
 **CONVERSION
        AND REPAYMENT**
 
 2.1.  (a) Holder’s
        Conversion Election .
        The
        Holder shall have the right from and after the date of the issuance of this
        Note
        and then at any time until this Note is fully paid, to convert any outstanding
        and unpaid principal portion of this Note, and accrued interest, at the election
        of the Holder (the date of giving of such notice of conversion being a
        "Conversion Date") into fully paid and nonassessable shares of Common Stock
        as
        such stock exists on the date of issuance of this Note, or any shares of
        capital
        stock of Borrower into which such Common Stock shall hereafter be changed
        or
        reclassified, at the conversion price as defined in Section 2.1(b) hereof
        (the
        "Conversion Price"), determined as provided herein. Upon delivery to the
        Borrower of a Notice of Conversion as described in Section 7 of the Subscription
        Agreement of the Holder's written request for conversion, Borrower shall
        issue
        and deliver to the Holder within three (3) business days from the Conversion
        Date (“Delivery Date”) that number of shares of Common Stock for the portion of
        the Note converted in accordance with the foregoing. At the election of the
        Holder, the Borrower will deliver accrued but unpaid interest on the Note
        through the Conversion Date directly to the Holder on or before the Delivery
        Date . The
        number of shares of Common Stock to be issued upon each conversion of this
        Note
        shall be determined by dividing that portion of the principal of the Note
        and
        interest to be converted, by the Conversion Price.
 
 (b) Conversion
        Price .
        Subject
        to adjustment as provided in Section 3.4(b), the Conversion Price per share
        shall be (i) $0.20 (“Maximum Base Price”).
 
 (c)  Borrower’s
        Repayment Election .
        The
        Monthly Amount due on a Repayment Date shall be paid by the Borrower at the
        Borrower’s election (i) in cash at the rate of 102% of such Monthly Amount
        otherwise due on such Repayment Date within three (3) business days of the
        applicable Repayment Date, or (ii) subject to Section 3.2, with registered,
        freely transferable Common Stock at an applied conversion rate equal to
        eighty-five percent (85%) of the average of the five (5) lowest closing bid
        prices of the Common Stock as reported by Bloomberg L.P. for the twenty (20)
        trading days preceding such Repayment Date. Any portion of the Monthly Amount
        that may not be paid pursuant to Section 2.1(c)(ii) by virtue of Sections
        2.2,
        3.2 or otherwise shall be paid pursuant to Section 2.1(c)(i).
 
 (d)  Application
        of Conversion Amounts .
        Any
        amounts converted by the Holder pursuant to Section 2.1 or paid by the Borrower
        shall be deemed to constitute payments of and applied, (i) first, against
        outstanding fees, (ii) second, against accrued interest on the Principal
        Amount,
        and (iii) third, against the Principal Amount.
 
 2.2.  No
        Effective Registration .
        Notwithstanding anything to the contrary herein, no amount payable hereunder
        may
        be converted into Common Stock by the Borrower without the Holder’s consent
        unless (a) either (i) an effective current Registration Statement covering
        the
        shares of Common Stock to be issued in satisfaction of such obligations exists,
        or (ii) an exemption from registration of the Common Stock is available pursuant
        to Rule 144(k) of the Securities Act, and (b) no Event of Default hereunder
        exists and is continuing, unless such Event of Default has been cured within
        any
        applicable cure period or is otherwise waived in writing by the Holder in
        whole
        or in part at the Holder's option.
 
 2
 2.3.  Optional
        Redemption of Principal Amount .
        Provided an Event of Default has not occurred, whether or not such Event
        of
        Default has been cured, the Borrower will have the option of prepaying the
        outstanding Principal Amount ("Optional Redemption"), in whole or in part,
        by
        paying to the Holder a sum of money equal to one hundred fifteen percent
        (115%)
        of the Principal Amount to be redeemed, together with accrued but unpaid
        interest thereon and any and all other sums due, accrued or payable to the
        Holder arising under this Note, the Subscription Agreement or any Transaction
        Document through the Redemption Payment Date as defined below (the "Redemption
        Amount"). Borrower’s election to exercise its right to prepay must be by notice
        in writing (“Notice of Redemption”). The Notice of Redemption shall specify the
        date for such Optional Redemption (the "Redemption Payment Date"), which
        date
        shall be not less than thirty (30) business days after the date of the Notice
        of
        Redemption (the "Redemption Period"). A Notice of Redemption shall not be
        effective with respect to any portion of the Principal Amount for which the
        Holder has a pending election to convert pursuant to Section 3.1, or for
        conversions initiated or made by the Holder pursuant to Section 3.1 during
        the
        Redemption Period. On the Redemption Payment Date, the Redemption Amount,
        less
        any portion of the Redemption Amount against which the Holder has exercised
        its
        rights pursuant to Section 3.1, shall be paid in good funds to the Holder.
        In
        the event the Borrower fails to pay the Redemption Amount on the Redemption
        Payment Date as set forth herein, then (i) such Notice of Redemption will
        be
        null and void, (ii) Borrower will have no right to deliver another Notice
        of
        Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a
        non-curable Event of Default.
 
 **ARTICLE
        III**
 
 **CONVERSION
        RIGHTS**
 
 3.1.  Holder's
        Conversion Rights .
        Subject
        to Section 2.2, the Holder shall have the right, but not the obligation,
        to
        convert all or any portion of the then aggregate outstanding Principal Amount
        of
        this Note, together with interest and fees due hereon, into shares of Common
        Stock, subject to the terms and conditions set forth in this Article III.
        The
        Holder may exercise such right by delivery to the Borrower of a written Notice
        of Conversion pursuant to Section 3.3.
 
 3.2.  Conversion
        Limitation .
        Notwithstanding anything contained herein to the contrary, the Holder shall
        not
        be entitled to convert pursuant to the terms of this Note nor may this Note
        be
        converted in whole or in part into an amount of Common Stock that would be
        convertible into that number of Common Stock which would exceed the difference
        between the number of shares of Common Stock beneficially owned by such Holder
        and 4.99% of the outstanding shares of Common Stock. For the purposes of
        the
        immediately preceding sentence, beneficial ownership shall be determined
        in
        accordance with Section 13(d) of the Exchange Act and Regulation 13d-3
        thereunder. The foregoing limitation shall be calculated as of each Conversion
        Date. Aggregate Conversions over time shall not be limited to 4.99%. The
        Holder
        shall have the authority and obligation to determine whether the restriction
        contained in this Section 10 will limit any conversion hereunder and to the
        extent that the Holder determines that the limitation contained in this Section
        applies, the determination of which portion of the Notes are convertible
        shall
        be the responsibility and obligation of the Holder. The Holder may void the
        Conversion Share limitation described in this Section 3.2 upon 61 days prior
        notice to the Borrower. The Holder may allocate which of the equity of the
        Borrower deemed beneficially owned by the Holder shall be included in the
        4.99%
        amount described above and which shall be allocated to the excess above
        4.99%.
 
 3
 3.3.  Mechanics
        of Holder's Conversion .
 
 (a)  In
        the
        event that the Holder elects to convert any amounts outstanding under this
        Note
        into Common Stock, the Holder shall give notice of such election by delivering
        an executed and completed notice of conversion (a "Notice of Conversion")
        to the
        Borrower, which Notice of Conversion shall provide a breakdown in reasonable
        detail of the Principal Amount, accrued interest and fees being converted.
        The
        original Note is not required to be surrendered to the Borrower until all
        sums
        due under the Note have been paid. On each Conversion Date (as hereinafter
        defined) and in accordance with its Notice of Conversion, the Holder shall
        make
        the appropriate reduction to the Principal Amount, accrued interest and fees
        as
        entered in its records and shall provide written notice thereof to the Borrower
        within three (3) business days after the Conversion Date. Each date on which
        a
        Notice of Conversion is delivered or telecopied to the Borrower in accordance
        with the provisions hereof shall be deemed a "Conversion Date". A form of
        Notice
        of Conversion to be employed by the Holder is annexed hereto as Exhibit
        A.
 
 (b)  Pursuant
        to the terms of a Notice of Conversion, the Borrower will issue instructions
        to
        the transfer agent accompanied by an opinion of counsel, if so required by
        the
        Borrower's transfer agent, within one (1) business day after the date of
        the
        delivery to Borrower of the Notice of Conversion and shall cause the transfer
        agent to transmit the certificates representing the Conversion Shares to
        the
        Holder by crediting the account of the Holder's designated broker with the
        Depository Trust Corporation ("DTC") through its Deposit Withdrawal Agent
        Commission ("DWAC") system within three (3) business days after receipt by
        the
        Borrower of the Notice of Conversion (the "Delivery Date"). In the case of
        the
        exercise of the conversion rights set forth herein the conversion privilege
        shall be deemed to have been exercised and the Conversion Shares issuable
        upon
        such conversion shall be deemed to have been issued upon the date of receipt
        by
        the Borrower of the Notice of Conversion. The Holder shall be treated for
        all
        purposes as the record holder of such shares of Common Stock, unless the
        Holder
        provides the Borrower written instructions to the contrary.
 
 3.4.  Conversion
        Mechanics .
 
 (a)  The
        number of shares of Common Stock to be issued upon each conversion of this
        Note
        pursuant to this Article III shall be determined by dividing that portion
        of the
        Principal Amount and interest and fees to be converted, if any, by the then
        applicable Conversion Price.
 
 (b)  The
        Conversion Price and number and kind of shares or other securities to be
        issued
        upon conversion shall be subject to adjustment from time to time upon the
        happening of certain events while this conversion right remains outstanding,
        as
        follows:
 
 A.  Merger,
        Sale of Assets, etc. If the Borrower at any time shall consolidate with or
        merge
        into or sell or convey all or substantially all its assets to any other
        corporation, this Note, as to the unpaid principal portion thereof and accrued
        interest thereon, shall thereafter be deemed to evidence the right to purchase
        such number and kind of shares or other securities and property as would
        have
        been issuable or distributable on account of such consolidation, merger,
        sale or
        conveyance, upon or with respect to the securities subject to the conversion
        or
        purchase right immediately prior to such consolidation, merger, sale or
        conveyance. The foregoing provision shall similarly apply to successive
        transactions of a similar nature by any such successor or purchaser. Without
        limiting the generality of the foregoing, the anti-dilution provisions of
        this
        Section shall apply to such securities of such successor or purchaser after
        any
        such consolidation, merger, sale or conveyance.
 
 B.  Reclassification,
        etc. If the Borrower at any time shall, by reclassification or otherwise,
        change
        the Common Stock into the same or a different number of securities of any
        class
        or classes, this Note, as to the unpaid principal portion thereof and accrued
        interest thereon, shall thereafter be deemed to evidence the right to purchase
        an adjusted number of such securities and kind of securities as would have
        been
        issuable as the result of such change with respect to the Common Stock
        immediately prior to such reclassification or other change.
 
 4
 C.  Stock
        Splits, Combinations and Dividends. If the shares of Common Stock are subdivided
        or combined into a greater or smaller number of shares of Common Stock, or
        if a
        dividend is paid on the Common Stock in shares of Common Stock, the Conversion
        Price shall be proportionately reduced in case of subdivision of shares or
        stock
        dividend or proportionately increased in the case of combination of shares,
        in
        each such case by the ratio which the total number of shares of Common Stock
        outstanding immediately after such event bears to the total number of shares
        of
        Common Stock outstanding immediately prior to such event.
 
 D.  Share
        Issuance. So long as this Note is outstanding, if the Borrower shall issue
        any
        Common Stock except for the Excepted Issuances (as defined in the Subscription
        Agreement), prior to the complete conversion of this Note for a consideration
        less than the Conversion Price that would be in effect at the time of such
        issue, then, and thereafter successively upon each such issuance, the Conversion
        Price shall be reduced to such other lower issue price. For purposes of this
        adjustment, the issuance of any security or debt instrument of the Borrower,
        except for the Excepted Issuances, carrying the right to convert such security
        or debt instrument into Common Stock or of any warrant, right or option to
        purchase Common Stock or the modification of any of the foregoing which may
        be
        outstanding shall result in an adjustment to the Conversion Price upon the
        modification or issuance of the above-described security, debt instrument,
        warrant, right, or option and again upon the issuance of shares of Common
        Stock
        upon exercise of such conversion or purchase rights if such issuance is at
        a
        price lower than the then applicable Conversion Price. The reduction of the
        Conversion Price described in this paragraph is in addition to the other
        rights
        of the Holder described in the Subscription Agreement.
 
 (c)  Whenever
        the Conversion Price is adjusted pursuant to Section 3.4 above, the Borrower
        shall promptly mail to the Holder a notice setting forth the Conversion Price
        after such adjustment and setting forth a statement of the facts requiring
        such
        adjustment.
 
 3.5.  Reservation .
        During
        the period the conversion right exists, Borrower will reserve from its
        authorized and unissued Common Stock not less than one hundred fifty (150%)
        of
        the number of shares of Common Stock sufficient to provide for the issuance
        of
        Common Stock upon the full conversion of this Note. Borrower represents that
        upon issuance, such shares will be duly and validly issued, fully paid and
        non-assessable. Borrower agrees that its issuance of this Note shall constitute
        full authority to its officers, agents, and transfer agents who are charged
        with
        the duty of executing and issuing stock certificates to execute and issue
        the
        necessary certificates for shares of Common Stock upon the conversion of
        this
        Note.
 
 3.6  Issuance
        of Replacement Note .
        Upon
        any partial conversion of this Note, provided an original Note is surrendered
        to
        the Company, a replacement Note containing the same date and provisions of
        this
        Note shall, at the written request of the Holder, be issued by the Borrower
        to
        the Holder for the remaining outstanding Principal Amount of this Note and
        accrued interest which shall not have been converted or paid.
 
 5
 **ARTICLE
        IV**
 
 **EVENT
        OF DEFAULT**
 
 The
        occurrence of any of the following events of default ("Event of Default")
        shall,
        at the option of the Holder hereof, make all sums of principal and interest
        then
        remaining unpaid hereon and all other amounts payable hereunder immediately
        due
        and payable, upon demand, without presentment, or grace period, all of which
        hereby are expressly waived, except as set forth below:
 
 4.1  Failure
        to Pay Principal or Interest .
        The
        Borrower fails to pay any installment of Principal Amount, interest or other
        sum
        due under this Note or any Transaction Document when due and such failure
        continues for a period of five (5) business days after the due
        date.
 
 4.2  Breach
        of Covenant .
        The
        Borrower breaches any material covenant or other term or condition of the
        Subscription Agreement, this Note or Transaction Document in any material
        respect and such breach, if subject to cure, continues for a period of ten
        (10)
        business days after written notice to the Borrower from the Holder.
 
 4.3  Breach
        of Representations and Warranties .
        Any
        material representation or warranty of the Borrower made herein, in the
        Subscription Agreement, Transaction Document or in any agreement, statement
        or
        certificate given in writing pursuant hereto or in connection herewith or
        therewith shall be false or misleading in any material respect as of the
        date
        made and a Closing Date.
 
 4.4  Receiver
        or Trustee .
        The
        Borrower or any Subsidiary of Borrower shall make an assignment for the benefit
        of creditors, or apply for or consent to the appointment of a receiver or
        trustee for them or for a substantial part of their property or business;
        or
        such a receiver or trustee shall otherwise be appointed.
 
 4.5  Judgments .
        Any
        money judgment, writ or similar final process shall be entered or filed against
        Borrower or any subsidiary of Borrower or any of their property or other
        assets
        for more than $50,000, and shall remain unvacated, unbonded or unstayed for
        a
        period of forty-five (45) days.
 
 4.6  Non-Payment .
        A
        default by the Borrower under any one or more obligations in an aggregate
        monetary amount in excess of $50,000 for more than twenty days after the
        due
        date.
 
 4.7  Bankruptcy .
        Bankruptcy, insolvency, reorganization or liquidation proceedings or other
        proceedings or relief under any bankruptcy law or any law, or the issuance
        of
        any notice in relation to such event, for the relief of debtors shall be
        instituted by or against the Borrower or any Subsidiary of Borrower and if
        instituted against them are not dismissed within 45 days of
        initiation.
 
 4.8  Ineligibility
        of Quotation .
        The
        Common Stock of Borrower becomes ineligible for quotation on the OTC Bulletin
        Board (“Bulletin Board”) or such other principal exchange on which the Common
        Stock is quoted or listed for trading; failure to comply with the requirements
        for continued quotation on the Bulletin Board for a period of seven consecutive
        trading days; or notification from the Bulletin Board or any Principal Market
        that the Borrower is not in compliance with the conditions for continued
        quotation or listing on the Bulletin Board or other Principal
        Market.
 
 4.9  Stop
        Trade .
        An SEC
        or judicial stop trade order or Principal Market trading suspension that
        lasts
        for five or more consecutive trading days.
 
 6
 4.10  Failure
        to Deliver Common Stock or Replacement Note .
        Borrower's failure to timely deliver Common Stock to the Holder pursuant
        to and
        in the form required by this Note of the Subscription Agreement, or, if
        requested by Borrower pursuant to Section 3.6, a replacement Note.
 
 4.11  Non-Registration
        Event .
        The
        occurrence of a Non-Registration Event as described in the Subscription
        Agreement that is not cured within five (5) business days after notice from
        Holder.
 
 4.12  Reverse
        Splits .
        The
        Borrower effectuates a reverse split of its Common Stock without the prior
        written consent of Holders representing not less than 75% of the aggregate
        Principal Amounts outstanding under all Notes issued pursuant to the
        Subscription Agreement.
 
 4.13  Cross
        Default .
        A
        default by the Borrower of a material term, covenant, warranty or undertaking
        of
        any Transaction Document or other agreement to which the Borrower and Holder
        are
        parties, or the occurrence of a material event of default under any such
        other
        agreement which is not cured after any required notice and/or cure
        period.
 
 
 **ARTICLE
        V**
 
 **MISCELLANEOUS**
 
 5.1  Failure
        or Indulgence Not Waiver .
        No
        failure or delay on the part of Holder hereof in the exercise of any power,
        right or privilege hereunder shall operate as a waiver thereof, nor shall
        any
        single or partial exercise of any such power, right or privilege preclude
        other
        or further exercise thereof or of any other right, power or privilege. All
        rights and remedies existing hereunder are cumulative to, and not exclusive
        of,
        any rights or remedies otherwise available.
 
  5.2  Notices .
        All
        notices, demands, requests, consents, approvals, and other communications
        required or permitted hereunder shall be in writing and, unless otherwise
        specified herein, shall be (i) personally served, (ii) deposited in the mail,
        registered or certified, return receipt requested, postage prepaid, (iii)
        delivered by reputable air courier service with charges prepaid, or (iv)
        transmitted by hand delivery, telegram, or facsimile, addressed as set forth
        below or to such other address as such party shall have specified most recently
        by written notice. Any notice or other communication required or permitted
        to be
        given hereunder shall be deemed effective (a) upon hand delivery or delivery
        by
        facsimile, with accurate confirmation generated by the transmitting facsimile
        machine, at the address or number designated below (if delivered on a business
        day during normal business hours where such notice is to be received), or
        the
        first business day following such delivery (if delivered other than on a
        business day during normal business hours where such notice is to be received)
        or (b) on the second business day following the date of mailing by express
        courier service, fully prepaid, addressed to such address, or upon actual
        receipt of such mailing, whichever shall first occur. The addresses for such
        communications shall be: (i) if to the Company, to: Goldspring, Inc., 8585
        E.
        Hartford Drive, Suite 400, Scottsdale, AZ 85255, Attn: Robert T. Faber,
        President & CEO, telecopier: (480) 505-4044, with a copy by telecopier only
        to: Greenberg Traurig LLP, 2375 E. Camelback Road, Suite 700, Phoenix, AZ
        85016,
        Attn: Robert S. Kant, Esq., telecopier: (602) 445-8100, and (ii) if to the
        Subscribers, to: the one or more addresses and telecopier numbers indicated
        on
        the signature pages hereto, with an additional copy by telecopier only to:
        Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
        10176, telecopier number: (212) 697-3575.
 
 7
 5.3  Amendment
        Provision .
        The
        term "Note" and all reference thereto, as used throughout this instrument,
        shall
        mean this instrument as originally executed, or if later amended or
        supplemented, then as so amended or supplemented.
 
 5.4  Assignability .
        This
        Note shall be binding upon the Borrower and its successors and assigns, and
        shall inure to the benefit of the Holder and its successors and
        assigns.
 
 5.5  Cost
        of Collection .
        If
        default is made in the payment of this Note, Borrower shall pay the Holder
        hereof reasonable costs of collection, including reasonable attorneys'
        fees.
 
 5.6  Governing
        Law .
        This
        Note 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. Both parties
        and
        the individual signing this Note on behalf of the Borrower agree to submit
        to
        the jurisdiction of such courts. The prevailing party shall be entitled to
        recover from the other party its reasonable attorney's fees and costs. In
        the
        event that any provision of this Note 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 unenforceability of any other provision of this Note. Nothing contained
        herein shall be deemed or operate to preclude the Holder from bringing suit
        or
        taking other legal action against the Borrower in any other jurisdiction
        to
        collect on the Borrower's obligations to Holder, to realize on any collateral
        or
        any other security for such obligations, or to enforce a judgment or other
        court
        in favor of the Holder.
 
 5.7  Maximum
        Payments .
        Nothing
        contained herein shall be deemed to establish or require the payment of a
        rate
        of interest or other charges in excess of the maximum permitted by applicable
        law. In the event that the rate of interest required to be paid or other
        charges
        hereunder exceed the maximum permitted by such law, any payments in excess
        of
        such maximum shall be credited against amounts owed by the Borrower to the
        Holder and thus refunded to the Borrower.
 
 5.8.  Construction .
        Each
        party acknowledges that its legal counsel participated in the preparation
        of
        this Note and, therefore, stipulates that the rule of construction that
        ambiguities are to be resolved against the drafting party shall not be applied
        in the interpretation of this Note to favor any party
 against
        the other.
 
 5.9  Redemption .
        This
        Note may not be redeemed or called without the consent of the Holder except
        pursuant to the terms of this Note.
 
 5.10  Shareholder
        Status .
        The
        Holder shall not have rights as a shareholder of the Borrower with respect
        to
        unconverted portions of this Note. However, the Holder will have the right
        of a
        shareholder of the Borrower with respect to the Shares of Common Stock to
        be
        received after delivery by the Holder of a Conversion Notice to the
        Borrower.
 
 8
 **IN
        WITNESS WHEREOF** ,
        Borrower has caused this Note to be signed in its name by an authorized officer
        as of the 19th day of March, 2005.
 
 GOLDSPRING,
        INC.
 
 
 
 By:________________________________
 Name:
        Robert T. Faber
 Title:
        President & CEO
 WITNESS:
 
 
 
 ______________________________________
 9
 **NOTICE
        OF CONVERSION**
 
 (To
        be
        executed by the Registered Holder in order to convert the Note)
 
 
 The
        undersigned hereby elects to convert $_________ of the principal and $_________
        of the interest due on the Note issued by Goldspring, Inc. on
        _________________ ,
        2005
        into Shares of Common Stock of Goldspring, Inc. (the "Borrower") according
        to
        the conditions set forth in such Note, as of the date written
        below.
 
 
 
 Date
        of
        Conversion:____________________________________________________________________
 
 
 Conversion
        Price:______________________________________________________________________
 
 
 Shares
        To
        Be
        Delivered:_________________________________________________________________
 
 
 Signature:____________________________________________________________________________
 
 
 Print
        Name:__________________________________________________________________________
 
 
 Address:____________________________________________________________________________
 
 ____________________________________________________________________________
   10