**PROMISSORY
        NOTE**
 
 
 **$**
              **July
                  15,
                  2005**
  
 FOR
        VALUE
        RECEIVED **Goldspring,
        Inc.** ,
        a
        Florida corporation (the **"Borrower"** ),
        promises to pay to the order of __________ (the **“Lender”** ),
        the
        principal sum of   DOLLARS,
        together with interest computed from the date hereof at the rate of fifteen
        (15%) percent per annum, until paid in full, at the times and installments
        set
        forth below.
 
 Beginning
        on August 1, 2005, and monthly thereafter to and including July 15, 2007
        (the
“ **Maturity
        Date** ”),
        Borrower shall pay to Lender a total of twenty-four (24) monthly installments
        of
        principal, each in the amount of   Dollars,
        each such installment of principal to be accompanied by payment of accrued
        and
        unpaid interest on the then unpaid principal balance of this Note.
 
 This
        Note
        is issued in accordance with the terms and conditions set forth in the Loan
        Agreement, of even date herewith, by and between the Borrower and the Lender
        (the **“Loan
        Agreement”** ).
 
 Notwithstanding
        any provision contained herein or in the Loan Agreement, the total liability
        of
        Borrower for payment of interest pursuant hereto, including late charges,
        shall
        not exceed the maximum amount of such interest permitted by law to be charged,
        collected, or received from Borrower, and if any payments by Borrower include
        interest in excess of such a maximum amount, Lender shall apply such excess
        to
        the reduction of the unpaid principal amount due pursuant hereto, or if none
        is
        due, such excess shall be refunded to Borrower.
 
 Upon
        the
        maturity hereof, by acceleration or otherwise, and/or after judgment, interest
        shall be payable at the rate of seventeen (17%) percent per annum or at the
        judgment rate, whichever is higher, until the obligation is paid in full.
        In
        addition, all costs and expenses incurred by the holder hereof, including,
        but
        not limited to, reasonable attorneys' fees and disbursements, as a result
        of a
        default hereunder, shall be added to the principal amount due
        hereunder.
 
 Any
        interest not paid when due hereunder shall be added to the principal amount
        of
        this Note and shall bear interest from its due date at the applicable interest
        rate specified above.
 
 Subject
        to payment of by the Borrower of the Redemption Amount (as such term is defined
        in the Loan Agreement), the Borrower shall have the right to prepay all or
        any
        portion of the principal of this Note with interest to the date of such
        prepayment. All payments shall be applied first toward the payment of interest
        and the balance towards the reduction of principal.
 
 The
        entire unpaid principal balance, together with accrued interest, shall become
        forthwith due and payable on demand of the holder upon the occurrence of
        any
        Event of Default (as such term is defined in the Loan Agreement) if not remedied
        within five (5) days after the giving of notice of such Event of Default
        by
        certified mail, personal delivery, overnight courier or facsimile, or any
        default in the payment of principal on the due date hereof. The failure to
        assert this right shall not be deemed a waiver thereof.
 
  This
        Note
        is secured by a Security Agreement of even date herewith made by Borrower
        in
        favor of Lender. All
        of
        the agreements, conditions, covenants, provisions and stipulations contained
        in
        the Security Agreement are hereby made a part of this Note to the same extent
        and with the same force and effect as if they were fully set forth herein.
 
 The
        Borrower shall pay all of Lender’s reasonable expenses incurred to enforce or
        collect any of the amounts due under this Note including, without limitation,
        reasonable arbitration, paralegals', attorneys' and experts' fees and expenses,
        whether incurred without the commencement of a suit, in any trial, arbitration,
        or administrative proceeding, or in any appellate or bankruptcy
        proceeding.
 
 The
        Borrower and all endorsers, sureties, and guarantors hereof, jointly and
        severally waive presentment, demand for payment, notice of dishonor, notice
        of
        protest and protest, and all other notices or demands in connection with
        the
        delivery, acceptance, performance, default, indorsement or guaranty of this
        instrument.
 
 
  This
        Note
        shall be construed and enforced in accordance with the laws of the State
        of New
        York. The undersigned hereby consents to the in personam jurisdiction of
        the
        courts of the State of New York. Wherever possible each provision of this
        Note
        shall be interpreted in such manner as to be effective and valid under
        applicable law, but if any provision of this Note shall be prohibited by
        or
        invalid under applicable law, such provisions shall be ineffective to the
        extent
        of such prohibition or invalidity, without invalidating the remainder of
        such
        provisions or the remaining provisions of this Note.
 
 
 **GOLDSPRING,
        INC.**
 
 
 
 By:
        _____________________________
 Name:
 Title:
   2