LOAN
        AGREEMENT

      


      AGREEMENT,
        dated as
        of the ____ day of July, 2005, by and between Goldspring,
        Inc.,
        a
        Florida corporation having an address at 8585 East Hartford Drive, Suite
        400,
        Scottsdale, AZ 85255 (the "Borrower")
        and
       (the
        "Lender").

      


      W I T N E S S E T&
#160;H:

      


      WHEREAS,
        the
        Borrower requires funding in the amount of One Million Two Hundred Thousand
        ($1,200,000) Dollars for the purposes hereinafter set forth; and

      


      WHEREAS,
        the
        Borrower is borrowing from the Lender____________Dollars,
        in consideration of which the Borrower is issuing to the Lender, a negotiable
        promissory note (the “Note”)
        at an
        original issue discount of thirty-three and one-third (33.3%) percent (i.e.,
        the
        amount to be paid shall be 33.3% less than the principal amount of the Note
        to
        be issued), and granting to the Lender a security interest in all of its
        assets;
        and 

      


      NOW,
        THEREFORE,
        it is
        agreed as follows:

      


      ARTICLE
        I

      


      COMMITMENT
        OF LENDER;

      BORROWING
        CONDITIONS

       

      
         

        1. Commitment.
          Subject
          to the terms and conditions of this Agreement, the Lender hereby agrees
          to make a two (2) year loan (the “Loan”)
          to the
          Borrower in the original principal amount of___________Dollars
          (the "Loan
          Amount").
          

      

      


      2.
        Promissory
        Note.

      


      (a)
        General.
        The Loan
        shall be evidenced by a Note, issued by the Borrower substantially in the
        form
        of Exhibit
        A
        annexed
        hereto, of even date herewith in the original principal amount of the Loan
        Amount. Principal and any accrued interest on the Note shall be payable in
        equal
        monthly installments on the 1st
        day of
        each month, commencing with the month immediately following the Closing Date
        (as
        defined in Article VII). 

      


      (b)
        Interest.
        The
        unpaid principal amount from time to time outstanding on the Note shall bear
        interest at the rate of fifteen (15%) percent per annum, computed on the
        basis
        of the actual number of days elapsed in a year of 360 days. Interest shall
        be
        payable as set forth in Section 2(a) of this Agreement.

      


      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

      (c)
        Prepayment.
        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
        Loan
        Amount ("Optional
        Redemption"),
        in
        whole or in part, by paying to the Lender a sum of money equal to one hundred
        twenty percent (120%) of the Loan Amount to be redeemed, together with accrued
        but unpaid interest thereon and any and all other sums due, accrued or payable
        to the Lender arising under the Note, this Agreement or any other 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").

      


      (d)
        Origination
        Fee.
        An
        origination fee of Thirty Three Thousand Five Hundred Dollars ($33,500) shall
        be
        deemed earned and payable upon the execution of this Agreement. 

      


      3. Additional
        Documentation.
        In
        addition to the execution and delivery of this Agreement and the Note, the
        Borrower shall deliver a Security Agreement to the Lender (or the Lender’s
        agent) on or prior to the Closing Date, and any other documents, instruments
        or
        agreements reasonably requested by the Lender in order to effectuate the
        purposes of this Agreement (together with this Agreement and the Note, all
        such
        documents and agreements to be hereinafter referred to as the "Loan
        Documents").

      


      ARTICLE
        II

      


      SECURITY

      


      All
        of
        the obligations of the Borrower under this Agreement and the Note shall be
        secured by a security interest in and to all assets of the Borrower
        (hereinafter, the “Collateral”).
        The
        Borrower hereby irrevocably authorizes the Lender at any time and from time
        to
        time to file in any Uniform Commercial Code jurisdiction any initial financing
        statements and amendments thereto that (a) indicate the Collateral regardless
        of
        whether any particular asset comprised in the Collateral falls within the
        scope
        of Article 9 of the Uniform Commercial Code of the State of New York as amended
        from time to time (“NYUCC”),
        or
        any other Uniform Commercial Code jurisdiction; and (b) contain any other
        information required by part 5 of Article 9 of the NYUCC for the sufficiency
        or
        filing office acceptance of any financing statement or amendment, including
        whether the Borrower is an organization, the type of organization and any
        organization identification number issued to the Borrower. The Borrower agrees
        to furnish any such information to the Lender promptly upon request. The
        Borrower also ratifies its authorization for the Lender to have filed in
        any
        Uniform Commercial Code jurisdiction any like initial financing statements
        or
        amendments thereto if filed prior to the date hereof with respect to the
        Collateral.

      


      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      ARTICLE
        III

      


      REPRESENTATIONS
        AND WARRANTIES OF THE BORROWER 

      


      The
        Borrower makes the following representations and warranties:

      


      (a)
        Organization
        and Authorization.
        The
        Borrower is a corporation duly organized, validly existing and in good standing
        under the laws of the state of its formation, is duly authorized to transact
        business and is in good standing in every other jurisdiction where the failure
        to qualify to do business would have a material adverse effect upon the
        Borrower, and the Borrower is duly authorized and empowered to create, grant
        and
        issue the Note, and to execute and deliver this Agreement. The Borrower has
        the
        authority to own, lease and operate its assets, and to carry on its business
        as
        presently conducted. All action on the part of the Borrower requisite for
        the
        due creation, issuance and delivery of this Agreement and the Note has been
        duly
        and effectively taken. This Agreement, the Note, and the other Loan Documents
        upon the granting, issuance and delivery thereof, will be, valid, binding
        and
        enforceable obligations of the Borrower in accordance with their respective
        terms and compliance herewith will not violate any provision of law, the
        Certificate of Incorporation or By-Laws of the Borrower, or any agreement,
        judgment, order or decree to which the Borrower is a party or otherwise bound,
        subject to applicable bankruptcy, insolvency, or reorganization, moratorium
        or
        other similar laws relating to or affecting generally the enforcement of
        creditors’ rights. No approval or consent of any governmental agency or body of
        the United States or any state thereof or of any other entity or person is
        required as of the Closing Date for the legal and valid execution and delivery
        by the Borrower of this Agreement, the Note pursuant to this Agreement, or
        the
        performance of any obligation of the Borrower hereunder. 

      


      (b)
        Litigation.
        Except
        as set forth in Schedule
        III(b)
        hereto,
        there is no litigation, legal or administrative proceeding, investigation
        or
        other action of any nature pending or, to the knowledge of Borrower, threatened,
        against or affecting the Borrower and/or its subsidiaries which (i) involves
        the
        possibility of any judgments or liabilities aggregating more than Five Thousand
        ($5,000) Dollars not fully covered by insurance or (ii) which may materially
        and
        adversely affect the assets of the Borrower or the right of the Borrower
        to
        carry on its business as now conducted or as contemplated.

      


      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

      (c)
        Other
        Documents.
        The
        following further documents are being delivered herewith, all of which are
        true,
        complete and accurate:

      


      (i)
        Copies of the Certificate of Incorporation and By-Laws (and all amendments
        thereto) of the Borrower.

      


      (ii)
        Certificate of Good Standing of the Borrower to be supplied within thirty
        (30)
        days of the Closing Date.

      


      (d)
        Taxes.
        All tax
        returns of the Borrower and its subsidiaries, if any, which are shown to
        be due
        and payable thereon have been paid. The Borrower does not know of any ongoing
        tax audit, proposed tax deficiency, assessment, charge or levy against it,
        the
        payment of which is not adequately provided for on the books of the
        Borrower.

      


      (e)
        Full
        Disclosure.
        This
        Agreement and all of the exhibits or schedules attached hereto do not contain
        any statement that is false or misleading with respect to any material fact
        and
        do not omit to state a material fact necessary in order to make the statements
        therein not false or misleading.

      


      (f)
        Compliance
        with Instruments; etc.
        The
        Borrower is not (i) in default under any indenture, agreement or instrument
        to
        which it is a party or by which it is bound, (ii) in violation of its
        Certificate of Incorporation, By-Laws or of any applicable law, (iii) in
        default
        with respect to any order, writ, injunction or decree of any court,
        administrative agency or arbitrator, or (iv) in default under any order,
        license, regulation or demand of any government agency, which default or
        violation would materially and adversely affect the business, properties,
        condition (financial or otherwise) or business prospects of the
        Borrower.

      


      ARTICLE
        IV

      


      AFFIRMATIVE
        COVENANTS OF THE BORROWER

      


      Except
        as
        specifically set forth herein, so long as any part of the principal of or
        interest on the Note remains outstanding, without the prior written consent
        of
        the Lender:

      


      (a)
        Discharge
        Taxes and Indebtedness.
        The
        Borrower will pay and discharge, as they become due, all taxes, assessments,
        debts, claims and other governmental or non-governmental charges lawfully
        imposed upon or incurred by it or the properties and assets of the Borrower,
        except taxes, assessments, debts, claims and charges contested in good faith
        in
        appropriate proceedings for which the Borrower shall have set aside adequate
        reserves for the payment of such tax, assessment, debt, claim or charge.
        The
        Borrower shall provide the Lender, upon the Lender’s request, evidence of
        payment of such taxes, assessments, debts, claims and charges satisfactory
        to
        the Lender.

      


      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      (b)
        Insurance.
        The
        Borrower shall maintain such insurance on its properties and assets with
        financially sound and responsible insurance companies, in such amounts as
        from
        time to time are reasonably required by the Lender. The Borrower shall (i)
        deliver to the Lender, upon its request, a detailed list of insurance then
        in
        effect, stating (A) the names of the insurance companies, (B) the amounts
        and
        rates of the insurance, (C) dates of expiration thereof and the properties
        and
        risks covered thereby; (ii) upon request, provide to the Lender copies of
        all
        insurance policies. 

      


      (c)
        Maintain
        Properties.
        The
        Borrower shall maintain in full force and effect its corporate existence,
        rights
        and franchises and all material terms of licenses and other rights to use
        licenses, trademarks, trade names, service marks, copyrights, patents or
        processes owned or possessed by it and necessary to the conduct of its business.
        The Borrower will maintain, preserve and keep all of its properties, equipment
        and assets in good repair, working order and condition, and make, or cause
        to be
        made, all necessary or appropriate repairs, renewals, replacements,
        substitutions, additions, betterments and improvements thereto.

      


      (d)
        Furnish
        Information.
        Promptly
        on request of the Lender, the Borrower will furnish such information as may
        reasonably be necessary to determine whether (i) the Borrower is complying
        with
        its covenants and agreements contained in this Agreement or (ii) an Event
        of
        Default (as hereunder defined) has occurred hereunder.

      


      (e)
        Maintain
        Office.
        The
        Borrower will maintain an office at the address set forth in this Agreement
        or
        at such other place as it shall determine upon not less than fifteen (15)
        days
        prior notice to the Lender, where notices, presentations and demands to or
        upon
        it with respect to this Agreement can be made.

      


      (f)
        Copies
        of Legal Process and Claims.
        The
        Borrower shall, within ten (10) days after receipt, forward to the Lender
        at its
        address set forth on the signature page hereto, a copy of any communication,
        notice, legal process or other notification relating to an uninsured claim
        or
        alleged claim against it in excess of Five Thousand ($5,000) Dollars and
        any
        proceedings relating to the replevin of any personal property, or to recover
        possession of any real property, leased or owned by the Borrower. The Borrower
        shall, within ten (10) days after receipt, forward to the Lender at its office,
        notice of any proceeding or hearing or threat thereof before any state or
        federal bureau, agency, commission, board or department which could materially
        affect the operation of its business. With respect to any legal process,
        proceeding or hearing, the return date of which is less than such ten (10)
        days,
        notice shall be given forthwith.

      


      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

      (g)
        Additional
        Documentation.
        In
        furtherance of the transactions herein contemplated, the Borrower will execute
        and cause to be delivered to the Lender, and any other holder of the Note,
        such
        other certificates, documents, statements, agreements and opinions as may
        be
        reasonably requested by the Lender during the term of this
        Agreement.

      


      (h)
        Notice
        of Adverse Change.
        The
        Borrower shall promptly give notice to the Lender (but in any event within
        seven
        (7) business days) after becoming aware of the existence of any condition
        or
        event which constitutes, or the occurrence of, any of the
        following:

      


      (i)
        any
        Event of Default as hereunder defined; or

      


      (ii)
        the
        institution or threatening of institution of an action, suit or proceeding
        against the Borrower before any court, administrative agency or arbitrator,
        which, if adversely decided, could materially adversely affect the business,
        prospects, properties, financial condition or results of operations of the
        Borrower, whether or not arising in the ordinary course of
        business.

      


      Any
        notice given hereunder shall specify the nature and period of existence of
        the
        condition, event, information, development or circumstance, the anticipated
        effect thereof and what actions the Borrower has taken and/or proposes to
        take
        with respect thereto.

      


      (i)
        Use
        of Proceeds.
        The
        parties agree that the Borrower intends to use the proceeds of the Loan for
        general working capital purposes.

      


      (j)
        Compliance
        With Agreements; Compliance With Laws.
        The
        Borrower shall comply with the terms and conditions of all material agreements,
        commitments or instruments to which the Borrower is a party or by which it
        may
        be bound. The Borrower shall duly comply in all respects with any relevant
        laws,
        ordinances, rules and regulations of any foreign, federal, state or local
        government or any agency thereof, or any writ, order or decree, and conform
        to
        all valid requirements of governmental authorities relating to the conduct
        of
        its business, properties or assets, including, but not limited to, the rules
        and
        regulations of the Federal Communications Commission.

      


      (k)
        Negative
        Covenants of the Borrower.
        On and
        after the date hereof, and for so long as any part of the principal of or
        interest on the Note shall remain unpaid, without the prior written consent
        of
        the Lender:

      


      (i)
        No
        Distribution of Profits or Assets.
        The
        Borrower will not declare or pay any distribution, in cash or otherwise,
        of any
        of its profits or assets or redeem, return, purchase or otherwise acquire
        directly or indirectly any of its shares of common stock now or hereafter
        outstanding.

      


      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

      (ii)
        No
        Indebtedness.
        Except
        for indebtedness owing to the Lender hereunder, the Borrower will not incur
        any
        indebtedness for borrowed money.

      


      (iii) No
        Guarantees.
        The
        Borrower will not assume, endorse or become liable for or guarantee the
        obligations of any corporation, partnership, limited liability company,
        individual or other entity excluding the endorsement of negotiable instruments
        for deposit or collection in the ordinary course of business.

      


      (iv)
        No
        Liens.
        The
        Borrower will not allow the mortgage or pledge of, or creation of a security
        interest in, any of its assets.

      


      (v)
        No
        Transfer of Assets.
        The
        Borrower will not (i) enter into any acquisition, merger, consolidation,
        reorganization, or recapitalization, or reclassify its capital stock, or
        liquidate, wind up, or dissolve itself (or suffer any liquidation or
        dissolution), (ii) convey, sell, assign, lease, transfer, or otherwise dispose
        of, in one transaction or a series of transactions, all or any substantial
        part
        of the business, property, or assets, whether now owned or hereafter acquired,
        of Borrower, or (iii) acquire by purchase or otherwise all or substantially
        all
        of the property, assets, stock, or other evidence of beneficial ownership
        of any
        person or entity.

      


      (vi)
        Extraordinary
        Transactions and Disposal of Assets.
        The
        Borrower will not enter into any transaction not in the ordinary and usual
        course of Borrower’s business, including the sale, lease, or other disposition
        of, moving, relocation, or transfer, whether by sale or otherwise, of any
        of
        Borrower’s properties or assets.

      


      ARTICLE
        V

      


      DEFAULTS
        AND REMEDIES

      
         

        
          1. Events
            of Default.
            Any one
            of the following events shall be considered an event
            of
            default ("Event
            of Default")
            as
            that term is used herein:

        

      

      


      (a)
        If
        the Borrower defaults in the payment of principal or interest on the Note
        after
        the same shall become payable as therein or herein set forth and such failure
        continues for a period of five (5) days; or

      


      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

      (b)
        If
        default beyond five (5) days from notice provided in accordance herewith
        shall
        occur under the terms of the Note (other than a default covered by clause
        (a)
        above), of this Agreement or of any other agreement between the Borrower
        and the
        Lender, or in any other document or instrument executed and delivered in
        connection herewith, or under any agreement or instrument between the Borrower
        and any third party, which upon default results in an acceleration of the
        making
        of Borrower’s obligation to such third party or in the termination of such
        agreement or results in the Borrower becoming immediately liable for any
        amount
        to a third party in excess of $10,000; or

      


      (c)
        If
        any representation, warranty or covenant made by the Borrower herein proves
        to
        have been untrue in any material respect as of the Closing Date, or any
        information, statement, certificate or data furnished hereunder proves to
        have
        been untrue in any material respect as of the date as of which the facts
        therein
        set forth were stated or certified; or

      


      (d)
        Except for a default covered by clauses (a), (b), (c) and (e) hereof, if
        a
        default shall be made in the due observance or performance of any other
        covenant, affirmative or negative, or condition to be kept or performed by
        the
        Borrower contained in this Agreement; or

      


      (e)
        If
        the Borrower shall (i) make a general assignment for the benefit of creditors,
        or (ii) apply for or consent to the appointment of a receiver, trustee, or
        liquidator of the Borrower or of all or a substantial part of its assets,
        or
        (iii) be adjudicated a bankrupt, or (iv) file a voluntary petition in bankruptcy
        or a voluntary petition seeking reorganization or to effect a plan or other
        arrangement with creditors or file a petition or answer seeking to take
        advantage of any law (whether federal or state) relating to the relief of
        debtors. 

      


      (f)
        A
        default by the Borrower of a material term, covenant, warranty or undertaking
        of
        any other agreement to which the Borrower and Lender 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. 

      


      2.Acceleration
        of Loan.
        During
        the continuation of any Event of Default specified in Article V, Section
        1, the
        Lender or any other holder of the Note may, by notice in writing delivered
        to
        the Borrower, declare the entire outstanding principal amount of the Note
        held
        by such Lender and the interest accrued thereon immediately due and payable,
        and
        the said principal and interest shall thereupon become and be immediately
        due
        and payable without presentment, demand, protest, notice of protest or other
        notice of dishonor of any kind, all of which are hereby expressly waived
        by the
        Borrower. Any principal and interest not paid when due and payable shall
        bear
        interest thereafter at the lesser of seventeen (17%) percent per month or
        the
        maximum rate permitted by applicable law.

      


      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

      3.Enforcement
        of Rights.
        Upon
        the happening of any Event of Default specified in Article V, Section 1,
        the
        Lender or any other holder of the Note may proceed to protect and enforce
        its
        rights with respect to the Note and the other documents referred to herein
        either by suit in equity or action at law, and proceed to obtain judgment
        or any
        other relief whatsoever.

      


      4.Payment
        of Expenses.
        The
        Borrower shall pay all expenses, court costs and reasonable attorneys’ fees
        which may be incurred by the Lender or any other holder of the Note in
        connection with or arising out of any Event of Default hereunder upon a final
        nonappealable determination in Lender’s favor.

      


      ARTICLE
        VI

      


      CONDITIONS
        PRECEDENT

      


      1.Conditions
        of Lender’s Obligations.

      


      The
        obligations of the Lender hereunder shall be subject to the performance by
        the
        Borrower of all its agreements theretofore to be performed hereunder and
        to the
        following further conditions:

      


      (a)Officer's
        Certificate.
        The
        Lender shall have received a certificate or certificates of the Chief Executive
        Officer of the Borrower dated as of the Closing Date to the effect
        that:

      


      (i)
        The
        representations and warranties of Borrower herein and in any of the Loan
        Documents executed in connection with this Agreement are true and correct
        in all
        material respects at and as of each of the Closing Dates; and

      


      (ii)
        The
        Borrower has performed all agreements herein contained to be performed at
        or
        prior to the Closing Date.

      


      (b)Certified
        Copies of Resolutions.
        The
        Lender shall have received certified copies of resolutions of the board of
        directors of the Borrower, in form and substance satisfactory to the Lender
        and
        its counsel, with respect to the authorization and execution of this Agreement
        and the issuance of the Note.

      


      (c) Delivery
        of Instruments and Other Documents.
        The
        Lender shall have received in form and content satisfactory to Lender and
        its
        counsel, an originally executed Note and such other documents or instruments
        as
        the Lender may reasonably request.

      


      
        
           

        

        
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      ARTICLE
        VII

      


      CLOSING

      


      The
        closing of the Agreement and the issuance of the Note to the Lender shall
        occur
        at the offices of Hodgson Russ, LLP, 60 East 42nd
        Street,
        New York, NY 10165 on July __, 2005 (the "Closing
        Date")
        or at
        such other time or place as the parties shall agree. 

      


      ARTICLE
        VIII

      


      Legal
        Fees

      


      The
        Borrower, upon closing, shall pay to Hodgson Russ LLP, an aggregate fee of
        $
        20,000.00 (“Legal
        Fees”)
        as
        reimbursement for services rendered to Lender in connection with this Agreement
        and the other documents related hereto. 

      


      Miscellaneous

      


      1.Representation
        to Survive Closing.
        All
        warranties, representations, covenants and agreements made by the Borrower
        herein shall survive the Closing.

      


      2.Notice.
        All
        notices, requests, demands and communications under or in respect hereof
        shall
        be deemed to have been duly given and made if in writing (including fax)
        if
        delivered by hand or left at or posted by pre-paid registered or certified
        mail
        (airmail if dispatched to a foreign county) to the party concerned at its
        address appearing below or sent by fax to the number and with copy as below
        indicated. Service shall be deemed to be effective: so far as delivery by
        hand
        is concerned when handed to the recipient or left at the recipient's address;
        by
        post three days after posting (seven days if sent to a foreign country);
        by fax
        on the same day as dispatch and receipt is confirmed. The said addresses
        and fax
        numbers shall continue in force until alternatives are notified and receipt
        of
        such notification has been acknowledged:

      


      If
        to
        Lender to the addresses set forth on the signature page of this
        Agreement.

      


      With
        copies to:

      


      Hodgson
        Russ LLP

      60
        East
        42nd
        Street,
        37th
        Floor

      New
        York,
        NY 10165

      Fax
        No:
        (212)972-1677

      Attn:
        Jeffrey A. Rinde, Esq.

      


      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

      If
        to
        Borrower, to its address set forth at the beginning of this
        Agreement.

      


      With
        copies to:

      


      Tomlinson
        Zisko LLP

      Attn:
        Michael C. Doran, Esq.

      200
        Page
        Mill Road

      Palo
        Alto, CA 94306

      Fax:
        (650) 324-1808

       

      3.
        Binding
        upon Successors.
        All
        covenants and agreements herein contained by or on behalf of the Borrower
        shall
        bind its successors and assigns and shall inure to the benefit of the Lender
        and
        its successors and assigns; Borrower may not assign this Agreement or any
        rights
        or duties hereunder without Lender’s prior written consent and any prohibited
        assignment shall be absolutely void. Lender reserves the right to sell, assign,
        transfer, negotiate, or grant participation in all or any part of, or any
        interest in Lender’s rights and benefits hereunder; provided, that Lender shall,
        for informational purposes but not as a requirement, notify the Borrower
        of the
        identity of all other assignees or participants who have acquired an ownership
        interest in the Note, and upon conversion, in the equity of the Borrower
        as a
        result thereof. In connection with any such assignment or participation,
        Lender
        may disclose all documents and information which Lender now or hereafter
        may
        have relating to Borrower's business.

      


      4.Counterparts.
        This
        Agreement may be executed in counterparts at one time or at different times
        and,
        irrespective of the date of execution between the parties named herein, it
        shall
        be deemed executed as of the date first above written.

      


      5.
        Governing
        Law; Jurisdiction.
        This
        Agreement and the performance of the parties hereunder shall be construed
        and
        interpreted in accordance with the internal laws of the State of New York,
        wherein it was negotiated and executed, and the parties hereunder consent
        and
        agree that the state and federal courts which sit in the State of New York
        and
        the County of New York shall have exclusive jurisdiction with respect to
        all
        controversies and disputes arising hereunder.

      


      6.Severability.
        If any
        provision of this Agreement is held to be unenforceable for any reason, the
        remainder of this Agreement shall, nevertheless, remain in full force and
        effect.

      


      7.No
        Waiver of Rights.
        No
        course of dealing on the part of the Lender, nor any failure or delay on
        the
        part of the Lender with respect to the exercise of any right, power or privilege
        given or granted hereunder, the Note or any other document or instrument
        executed in connection herewith shall operate as a waiver thereof as to any
        future defaults, or any single or partial exercise by the Lender of any right,
        power or privilege granted or contained herein or therein shall preclude
        the
        Lender from later or further exercise of any right, power or privilege as
        to any
        future defaults. The rights and remedies of the Lender are cumulative and
        not
        exclusive of any other remedies under law.

      


      
        
           

        

        
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      8.Construction.
        Unless
        the context of this Agreement clearly requires otherwise, references to the
        plural include the singular, references to the singular include the plural,
        the
        term "including" is not limiting, and the term "or" has, except where otherwise
        indicated, the inclusive meaning represented by the phrase "and/or." The
        words,
        "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement
        refer to this Agreement as a whole and not to any particular provision of
        this
        Agreement. Article, Section, subsection, paragraph, clause, schedule, and
        exhibit references are to this Agreement unless otherwise specified. Any
        reference in this Agreement to this Agreement shall include all alterations,
        amendments, changes, extension, modifications, renewals, replacement,
        substitutions and supplements, thereto and thereof, as applicable.

      


      9.Indemnification.
        In the
        event the Lender is required to appear before, or participate in, or become
        involved with, any proceeding initiated by or brought with respect to the
        Borrower by any government or administrative agency, federal, state or local,
        investigating the business operations or activities of the Borrower, the
        Lender
        shall be reimbursed by the Borrower for all expenses incurred by it in
        connection therewith, including, but not limited to, attorney’s fees.
        Additionally, the Borrower will indemnify and hold harmless the Lender from
        each
        and every liability, loss, obligation, cost or expense which may be imposed
        or
        arising out of (x) any such proceeding, or (y) any of the transactions evidenced
        hereby, except for the Lender’s gross negligence or willful
        misconduct.

       

      10. Confidentiality.
        The
        Borrower agrees that it will not disclose, and will not include in any
        public announcement, the name of the Lender, unless expressly agreed to by
        the
        Lender unless and until disclosure is required by law or regulations, and
        then,
        only to the extent
        of
        such requirement.

      


      11.Term.
        This
        Agreement shall become effective upon execution and delivery hereof by Borrower
        and Lender and shall continue in full force and effect until all amount of
        principal and interest on the Note have been paid in full. 

      


      
        
           

        

        
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      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly 

      executed
        as of the day and year first above written.

      


      BORROWER:

      


      GOLDSPRING,
        INC.

       

      
        	
                By:
                  _____________________________

                Name:
                  

                Title:

              	 	 
	 	 	 
	
                LENDER

              	
                NOTE
                  PRINCIPAL

              	
                LOAN
                  AMOUNT AFTER ORIGINAL ISSUE DISCOUNT

              
	 	 	 
	 	 	 
	
                ______________________________

                (Signature)

                By:

              	 	 
	 	 	
                PAYMENT
                  AFTER DEDUCTION OF ORIGINATION FEE

              
	 	 	 


      

      


       

      
        
           

        

        
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      EXHIBIT
        A

      


      


      PROMISSORY
        NOTE

      


      


      


       

      
        
           

        

        
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      Schedule
        III(b)

      
 

      LITIGATION

      


       

      
 

      
        
           

        

          -15-