fc_ex1031-81001.htm


    Exhibit
10.31(a)

     

    SENIOR
SECURED PROMISSORY NOTE

     

    
    

     

    
      	Dated: September 29,
      2008	
              Amount:
      $2,746,440.54

            


    

     

     

     

    For value
received, FIRSTGOLD CORP., a corporation organized under the laws of the State
of Delaware (the “Maker”), hereby
promises to pay to the order of PLATINUM LONG TERM GROWTH, LLC, with an address
of 152 West 57th Street,
4th
Floor, New York, NY 10019 (together with its successors, representatives, and
assigns, the “Holder”), in
accordance with the terms hereinafter provided, the principal amount of Two
Million, Seven Hundred Forty-Six Thousand and Four Hundred Forty Dollars and
Fifty-Four Cents ($2,746,440.54) hereunder, together with interest and all other
obligations outstanding hereunder.

     

    All
payments under or pursuant to this Note shall be made in United States Dollars
in immediately available funds to the Holder at the address of the Holder first
set forth above or at such other place as the Holder may designate from time to
time in writing to the Maker or by wire transfer of funds to the Holder’s
account, instructions for which are attached hereto as Exhibit
A.  The outstanding principal balance of this Note shall be due
and payable on March 1, 2010 (the “Maturity Date”) or at
such earlier time as provided herein.

     

    ARTICLE
I

     

    Section
1.1    Purchase
Agreement.  This Note has been executed and delivered pursuant
to the Note and Warrant Purchase Agreement, dated as of August 7, 2008 (the
“Purchase Agreement”), by and between the Maker, the Holder (as a Lender) and
each other Lender party thereto and related agreements and
documents.  Capitalized terms used and not otherwise defined herein
shall have the meanings set forth for such terms in the Purchase
Agreement.

     

    Section
1.2    Interest.  The
outstanding principal balance of this Note shall bear interest, in arrears, at a
rate per annum equal to four percent (4%), payable in cash on the first Business
Day of each month following the date hereof.  Interest shall be
computed on the basis of a 360-day year of twelve (12) thirty-day months, shall
compound monthly and shall accrue commencing on the date
hereof.  Furthermore, upon the occurrence of an Event of Default (as
defined in Section 2.1 hereof), the Maker will pay interest to the Holder,
payable on demand, on the outstanding principal balance of the Note and on all
unpaid interest from the date of the Event of Default at a per annum rate equal
to the lesser of eighteen percent (18%) and the maximum applicable legal rate
per annum, calculated based on a 360-day year.

     

    Section
1.3    Payment of Principal;
Prepayment.

     

    (a)    The
principal amount hereof shall be paid in full on the Maturity Date or, if
earlier, upon acceleration of this Note in accordance with the terms
hereof.  Any amount of principal repaid hereunder may not be
reborrowed.  The Maker may prepay all or any portion of the principal
amount of this Note upon not less than three (3) Business Days prior written
notice to the Holder, without penalty or premium.

     

    (b)    Not later
than the fifteenth (15th) day of
each calendar month, the Maker shall make a mandatory prepayment to the Holder
equal to its Pro Rata Share of forty percent (40%) of the Maker’s Free Cash Flow
in and for the preceding calendar month; 

     

    
      
        
        

      

      
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    provided,
however, that commencing with the payment to be made in December, 2008 and
continuing in each month thereafter, such monthly payment be equal to the
Holder’s Pro Rata Share of the greater of (i) forty percent (40%) of the Maker’s
Free Cash Flow in the preceding calendar month, and (ii)
$400,000.  Each such payment shall be accompanied by financial
calculations of such prior month’s Free Cash Flow certified as being complete
and correct by the Maker’s president or chief financial officer, in such detail
and with such supporting financial documents as the Collateral Agent (as defined
below) may require.  Each such mandatory prepayment shall be applied
first to any interest, fee or expense obligation hereunder which is then due and
unpaid and then on account of the principal balance hereof.  Prepayments applied to principal shall be made against
the principal balance of this Note and of all other outstanding Notes issued
under the Purchase Agreement on a pro-rata basis.  For the
purposes hereof, “Free Cash Flow” shall mean the Maker’s gross revenue from all
sources less direct operating costs in the period for which such calculation is
made (all in accordance with GAAP).

     

    Section
1.4    Security
Documents.  The obligations of the Maker hereunder are secured
by a continuing security interest in substantially all of the assets of the
Maker pursuant to the terms of a Security Agreement bearing even date herewith
by and between the Maker and the Collateral Agent, a Deed or Deeds of Trust, and
other collateral documents.  For the purposes hereof, the term
“Collateral Agent” shall have the meaning given thereto in the Security
Agreement.

     

    Section
1.5    Payment on Non-Business
Days.  Whenever any payment to be made shall be due on a
Saturday, Sunday or a public holiday under the laws of the State of New York,
such payment shall be due on the next succeeding Business Day and such next
succeeding day shall be included in the calculation of the amount of accrued
interest payable on such date.

     

    Section
1.6    Transfer.  This
Note may be transferred or sold, and may also be pledged, hypothecated or
otherwise granted as security, by the Holder; provided, however, that any
transfer or sale of this Note must be in compliance with any applicable
securities laws.

     

    Section
1.7    Replacement.  Upon
receipt of a duly executed, notarized and unsecured written statement from the
Holder with respect to the loss, theft or destruction of this Note (or any
replacement hereof) and a standard indemnity, or, in the case of a mutilation of
this Note, upon surrender and cancellation of such Note, the Maker shall issue a
new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or
mutilated Note.

     

    Section
1.8    Use of
Proceeds.  The Maker shall use the proceeds of this Note as set
forth in the Purchase Agreement.

     

    ARTICLE
II

     

    EVENTS OF DEFAULT;
REMEDIES

     

    Section
2.1    Events of
Default.  The occurrence of any of the following events shall
be an “Event of
Default” under this Note:

     

    (a)    any
default in respect of any payment of the principal amount, interest or any other
monetary obligation under this Note, as and when the same shall be due and
payable (whether on the Maturity Date or by acceleration or otherwise) or within
three (3) days thereafter; or

     

    
      
        
        

      

      
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    (b)    the Maker
shall fail to observe or perform any other condition, covenant or agreement
contained in this Note, which failure is not cured within five (5) Business Days
after the Maker’s receipt of notice of such failure; or

     

    (c)    the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed on at least one of the OTC Bulletin
Board, the American Stock Exchange, the Nasdaq Capital Markets, the Nasdaq
Global Market, the Nasdaq Global Select Market or The New York Stock Exchange,
Inc. for a period of five (5) consecutive Trading Days, such a suspension to
only constitute an Event of Default if the Holder provides the Maker written
notification that it deems such suspension to be an Event of Default;
or

     

    (d)    the Maker
shall default in the performance or observance of (i) any undertaking, covenant,
condition or agreement contained in the Purchase Agreement or any other
Transaction Document and such default is not fully cured within five (5)
Business Days after the Maker’s receipt of notice of such
default;  or

     

    (e)    any
representation or warranty made by the Maker herein or in the Purchase Agreement
or any other Transaction Document shall prove to have been false or incorrect or
breached in a material respect on the date as of which made; or

     

    (f)    any
failure by Maker to cure within five (5) Business Days after the Maker’s receipt
of notice of (A) a default in any payment of any amount or amounts of principal
of or interest on any Indebtedness of the Maker (other than the Indebtedness
hereunder) the aggregate principal amount of which Indebtedness is in excess of
$50,000 or (B) a
default in the observance or performance of any other agreement or condition
relating to any Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders or beneficiary or beneficiaries of
such Indebtedness to cause with the giving of notice if required, such
Indebtedness to become due prior to its stated maturity; or

     

    (g)    the Maker
shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of its property or assets, (ii) make a general assignment
for the benefit of its creditors, (iii) commence a voluntary case under the
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition
seeking to take advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement of creditors’
rights generally, (v) acquiesce in writing to any petition filed against it in
an involuntary case under United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction (foreign or domestic),
(vi) issue a notice of bankruptcy or winding down of its operations or issue a
press release regarding same, or (vii) take any action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing;
or

     

    
      
        
        

      

      
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    (h)    a
proceeding or case shall be commenced in respect of the Maker, without its
application or consent, in any court of competent jurisdiction, seeking (i) the
liquidation, reorganization, moratorium, dissolution, winding up, or composition
or readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets in connection with the liquidation or dissolution of the Maker or (iii)
similar relief in respect of it under any law providing for the relief of
debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue undismissed, or unstayed and in effect, for a period of thirty
(30) days or any order for relief shall be entered in an involuntary case under
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic) against the Maker or
action under the laws of any jurisdiction (foreign or domestic) analogous to any
of the foregoing shall be taken with respect to the Maker and shall continue
undismissed, or unstayed and in effect for a period of thirty (30) days;
or

     

    (i)    any
default or event of default, or event that, with the passage of time or giving
of notice or both would constitute a default or event of default, shall have
occurred under any mining lease or mining rights or claims agreement to which
Maker is now or at any time hereafter a party or any such agreement is
terminated by any of the parties thereto; or

     

    (j)    a
judgment or judgments in the aggregate amount exceeding $25,000 is/are entered
against the Maker and not dismissed or discharged within twenty (20) days
following the entry thereof; or

     

    (k)    Maker
shall cease to actively conduct its business operations for a period of five (5)
consecutive Business Days; or

     

    (l)    any
material portion of the properties or assets of the Maker is seized by any
governmental authority; or

     

    (m)    the Maker
is indicted for the commission of any criminal activity; or

     

    (n)    closing
of a purchase, tender or exchange offer made to the holders of more than fifty
percent (50%) of the outstanding shares of Common Stock in which more than fifty
percent (50%) of the outstanding shares of Common Stock were tendered and
accepted.

     

    Section
2.2    Remedies Upon An Event of
Default.  If an Event of Default shall have occurred and shall
be continuing, the Collateral Agent may at any time at its option (a) declare
the entire unpaid principal balance of this Note, together with all interest
accrued hereon, plus fees and expenses, due and payable, and thereupon, the same
shall be accelerated and so due and payable, without presentment, demand,
protest, or notice, all of which are hereby expressly unconditionally and
irrevocably waived by the Maker; provided, however, that upon the occurrence of
an Event of Default described in Sections 2.1 (g) or (h) above, the outstanding
principal balance and accrued interest hereunder, plus fees and expenses, shall
be immediately and automatically due and payable, and/or (b) exercise or
otherwise enforce any one or more of the Holder’s rights, powers, privileges,
remedies and interests as well as its own rights, powers and remedies under this
Note, the Purchase Agreement, the Security Agreement or other Transaction
Document or applicable law.  

     

    
      
        
        

      

      
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    No course
of delay on the part of the Collateral Agent or the Holder shall operate as a
waiver thereof or otherwise prejudice the right of the Collateral Agent or the
Holder.  No remedy conferred hereby shall be exclusive of any other
remedy referred to herein or now or hereafter available at law, in equity, by
statute or otherwise.  Upon and after an Event of Default, this Note
shall bear interest at the default rate set forth in Section 1.2
hereof.

     

    ARTICLE
III

     

    MISCELLANEOUS

     

    Section
3.1    Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery, telecopy or facsimile at the address or number designated in the
Purchase Agreement (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.

     

    Section
3.2    Governing
Law.  This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.  This Note
shall not be interpreted or construed with any presumption against the party
causing this Note to be drafted.

     

    Section
3.3    Headings.  Article
and section headings in this Note are included herein for purposes of
convenience of reference only and shall not constitute a part of this Note for
any other purpose.

     

    Section
3.4    Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief.  The
remedies provided in this Note shall be cumulative and in addition to all other
remedies available under this Note, at law or in equity (including, without
limitation, a decree of specific performance and/or other injunctive relief), no
remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a holder’s
right to pursue actual damages for any failure by the Maker to comply with the
terms of this Note.  Amounts set forth or provided for herein with
respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the holder thereof and shall not, except as
expressly provided herein, be subject to any other obligation of the Maker (or
the performance thereof).  The Maker acknowledges that a breach by it
of its obligations hereunder will cause irreparable and material harm to the
Holder and that the remedy at law for any such breach may be inadequate.
Therefore the Maker agrees that, in the event of any such breach or threatened
breach, the Collateral Agent (on behalf of the Holder) shall be entitled, in
addition to all other available rights and remedies, at law or in equity, to
seek and obtain such equitable relief, including but not limited to an
injunction restraining any such breach or threatened breach, without the
necessity of showing economic loss and without any bond or other security being
required.

     

    
      
        
        

      

      
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    Section
3.5    Enforcement
Expenses.  The Maker agrees to pay all costs and expenses
incurred from time to time by the Holder with respect to any modification,
consent or waiver of the provisions of this Note or the Transaction Documents
and any enforcement of this Note and the Transaction Documents, including,
without limitation, reasonable attorneys’ fees and expenses.

     

    Section
3.6    Amendments.  This
Note may not be modified or amended in any manner except in writing executed by
the Maker and the Holder.

     

    Section
3.7    Compliance with Securities
Laws.  The Holder of this Note acknowledges that this Note is
being acquired solely for the Holder’s own account and not as a nominee for any
other party, and for investment, and that the Holder shall not offer, sell or
otherwise dispose of this Note except in accordance with applicable
law.

     

    Section
3.8    Consent to
Jurisdiction.  Each of the Maker and the Holder (i) hereby
irrevocably submits to the exclusive jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper.  Each of the Maker and the
Holder consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address in effect for notices to
it under the Purchase Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing in
this Section 3.8 shall affect or limit any right to serve process in any other
manner permitted by law.  Each of the Maker and the Holder hereby
agree that the prevailing party in any suit, action or proceeding arising out of
or relating to this Note shall be entitled to reimbursement for reasonable legal
fees from the non-prevailing party.

     

    Section
3.9    Binding
Effect.  This Note shall be binding upon, inure to the benefit
of and be enforceable by the Maker, the Holder and their respective successors
and permitted assigns.  The Maker shall not delegate or transfer this
Note or any obligations or undertakings contained in this Note.

     

    Section
3.10    Failure or Indulgence Not
Waiver.  No failure or delay on the part of the Holder 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.

     

    Section
3.11    Maker Waivers; Dispute
Resolution.

     

    (a)    Except as
otherwise specifically provided herein, the Maker and all others that may become
liable for all or any part of the obligations evidenced by this Note, hereby
waive presentment, demand, notice of nonpayment, protest and all other demands’
and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, and do hereby consent to any number of renewals of
extensions of the time or payment hereof and agree that any such renewals or
extensions may be made without notice to any such persons and without affecting
their liability herein and do further consent to the release of any person
liable hereon, all without affecting the liability of the other persons, firms
or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY
JURY.

     

    
      
        
        

      

      
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    (b)    No delay
or omission on the part of the Collateral Agent or the Holder in exercising its
rights under this Note, or course of conduct relating hereto, shall operate as a
waiver of such rights or any other right of the Collateral Agent or the Holder,
nor shall any waiver by the Collateral Agent or the Holder of any such right or
rights on any one occasion be deemed a waiver of the same right or rights on any
future occasion.

     

    (c)    THE MAKER
ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL
TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS
RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE
HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

     

    Section
3.12    Definitions.  Terms
used herein and not defined shall have the meanings set forth in the Purchase
Agreement.  For the purposes hereof, the following terms shall have
the following meanings:

     

    “Business Day”
(whether or not capitalized) shall mean any day banking transactions can be
conducted in New York City, NY, USA and does not include any day which is a
federal or state holiday in such location.

     

    “Person” means an
individual or a corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.

     

    “Trading Day” means
(a) a day on which the Common Stock is traded on the OTC Bulletin Board or a
registered national securities exchange, or (b) if the Common Stock is not
traded on the OTC Bulletin Board or a registered national securities exchange, a
day on which the Common Stock is quoted in the over-the-counter market as
reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices); provided, however, that in the
event that the Common Stock is not listed or quoted as set forth in (a) or (b)
hereof, then Trading Day shall mean any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.

     

    “Transaction
Documents” means this Note, the Purchase Agreement, the Security
Agreement, any Deed of Trust and all other security documents or related
agreements now or hereafter entered into in connection with and/or as security
for this Note and all amendments and supplements thereto and replacements
thereof and any other Transaction Document (as that term is defined in the
Purchase Agreement).

     

    [Signature appears on following
page]

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the Maker
has caused this Note to be duly executed by its duly authorized officer as of
the date first above indicated.

     

    
      


      
        
          	 	FIRSTGOLD
      CORP.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ STEVEN
      AKERFELDT	 
	 	 	Name: Steven
      Akerfeldt	 
	 	 	Title: CEO	 
	 	 	 	 


        



    

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    [Signature
Page to Senior Secured Promissory Note]

     

    
      
        
        

      

      
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    Exhibit
10.31(b)

     

    SENIOR
SECURED PROMISSORY NOTE

     

    
      	Dated: September 29,
      2008	
              Amount:
      $686,610.14

            


    

     

     

    For value
received, FIRSTGOLD CORP., a corporation organized under the laws of the State
of Delaware (the “Maker”), hereby
promises to pay to the order of LAKEWOOD GROUP LLC, with an address of 152 West
57th
Street, 54th Floor,
New York, NY 10019 (together with its successors, representatives, and assigns,
the “Holder”),
in accordance with the terms hereinafter provided, the principal amount of Six
Hundred Eighty-Six Thousand Six Hundred and Ten Dollars and Fourteen Cents
($686,610.14) hereunder, together with interest and all other obligations
outstanding hereunder.

     

    All
payments under or pursuant to this Note shall be made in United States Dollars
in immediately available funds to the Holder at the address of the Holder first
set forth above or at such other place as the Holder may designate from time to
time in writing to the Maker or by wire transfer of funds to the Holder’s
account, instructions for which are attached hereto as Exhibit
A.  The outstanding principal balance of this Note shall be due
and payable on March 1, 2010 (the “Maturity Date”) or at
such earlier time as provided herein.

     

    ARTICLE
I

     

    Section
1.1    Purchase
Agreement.  This Note has been executed and delivered pursuant
to the Note and Warrant Purchase Agreement, dated as of August 7, 2008 (the
“Purchase Agreement”), by and between the Maker, the Holder (as a Lender) and
each other Lender party thereto and related agreements and
documents.  Capitalized terms used and not otherwise defined herein
shall have the meanings set forth for such terms in the Purchase
Agreement.

     

    Section
1.2    Interest.  The
outstanding principal balance of this Note shall bear interest, in arrears, at a
rate per annum equal to four percent (4%), payable in cash on the first Business
Day of each month following the date hereof.  Interest shall be
computed on the basis of a 360-day year of twelve (12) thirty-day months, shall
compound monthly and shall accrue commencing on the date
hereof.  Furthermore, upon the occurrence of an Event of Default (as
defined in Section 2.1 hereof), the Maker will pay interest to the Holder,
payable on demand, on the outstanding principal balance of the Note and on all
unpaid interest from the date of the Event of Default at a per annum rate equal
to the lesser of eighteen percent (18%) and the maximum applicable legal rate
per annum, calculated based on a 360-day year.

     

    Section
1.3    Payment of Principal;
Prepayment.

     

    (a)    The
principal amount hereof shall be paid in full on the Maturity Date or, if
earlier, upon acceleration of this Note in accordance with the terms
hereof.  Any amount of principal repaid hereunder may not be
reborrowed.  The Maker may prepay all or any portion of the principal
amount of this Note upon not less than three (3) Business Days prior written
notice to the Holder, without penalty or premium.

     

    (b)    Not later
than the fifteenth (15th) day of
each calendar month, the Maker shall make a mandatory prepayment to the Holder
equal to its Pro Rata Share of forty percent (40%) of the Maker’s Free Cash Flow
in and for the preceding calendar month; 

     

    
      
        
        

      

      
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    provided,
however, that commencing with the payment to be made in December, 2008 and
continuing in each month thereafter, such monthly payment be equal to the
Holder’s Pro Rata Share of the greater of (i) forty percent (40%) of the Maker’s
Free Cash Flow in the preceding calendar month, and (ii)
$400,000.  Each such payment shall be accompanied by financial
calculations of such prior month’s Free Cash Flow certified as being complete
and correct by the Maker’s president or chief financial officer, in such detail
and with such supporting financial documents as the Collateral Agent (as defined
below) may require.  Each such mandatory prepayment shall be applied
first to any interest, fee or expense obligation hereunder which is then due and
unpaid and then on account of the principal balance hereof.  Prepayments applied to principal shall be made against
the principal balance of this Note and of all other outstanding Notes issued
under the Purchase Agreement on a pro-rata basis.  For the
purposes hereof, “Free Cash Flow” shall mean the Maker’s gross revenue from all
sources less direct operating costs in the period for which such calculation is
made (all in accordance with GAAP).

     

    Section
1.4    Security
Documents.  The obligations of the Maker hereunder are secured
by a continuing security interest in substantially all of the assets of the
Maker pursuant to the terms of a Security Agreement bearing even date herewith
by and between the Maker and the Collateral Agent, a Deed or Deeds of Trust, and
other collateral documents.  For the purposes hereof, the term
“Collateral Agent” shall have the meaning given thereto in the Security
Agreement.

     

    Section
1.5    Payment on Non-Business
Days.  Whenever any payment to be made shall be due on a
Saturday, Sunday or a public holiday under the laws of the State of New York,
such payment shall be due on the next succeeding Business Day and such next
succeeding day shall be included in the calculation of the amount of accrued
interest payable on such date.

     

    Section
1.6    Transfer.  This
Note may be transferred or sold, and may also be pledged, hypothecated or
otherwise granted as security, by the Holder; provided, however, that any
transfer or sale of this Note must be in compliance with any applicable
securities laws.

     

    Section
1.7    Replacement.  Upon
receipt of a duly executed, notarized and unsecured written statement from the
Holder with respect to the loss, theft or destruction of this Note (or any
replacement hereof) and a standard indemnity, or, in the case of a mutilation of
this Note, upon surrender and cancellation of such Note, the Maker shall issue a
new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or
mutilated Note.

     

    Section
1.8    Use of
Proceeds.  The Maker shall use the proceeds of this Note as set
forth in the Purchase Agreement.

     

    ARTICLE
II

     

    EVENTS OF DEFAULT;
REMEDIES

     

    Section
2.1    Events of
Default.  The occurrence of any of the following events shall
be an “Event of
Default” under this Note:

     

    (a)    any
default in respect of any payment of the principal amount, interest or any other
monetary obligation under this Note, as and when the same shall be due and
payable (whether on the Maturity Date or by acceleration or otherwise) or within
three (3) days thereafter; or

     

    
      
        
        

      

      
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    (b)    the Maker
shall fail to observe or perform any other condition, covenant or agreement
contained in this Note, which failure is not cured within five (5) Business Days
after the Maker’s receipt of notice of such failure; or

     

    (c)    the
suspension from listing, without subsequent listing on any one of, or the
failure of the Common Stock to be listed on at least one of the OTC Bulletin
Board, the American Stock Exchange, the Nasdaq Capital Markets, the Nasdaq
Global Market, the Nasdaq Global Select Market or The New York Stock Exchange,
Inc. for a period of five (5) consecutive Trading Days, such a suspension to
only constitute an Event of Default if the Holder provides the Maker written
notification that it deems such suspension to be an Event of Default;
or

     

    (d)    the Maker
shall default in the performance or observance of (i) any undertaking, covenant,
condition or agreement contained in the Purchase Agreement or any other
Transaction Document and such default is not fully cured within five (5)
Business Days after the Maker’s receipt of notice of such
default;  or

     

    (e)    any
representation or warranty made by the Maker herein or in the Purchase Agreement
or any other Transaction Document shall prove to have been false or incorrect or
breached in a material respect on the date as of which made; or

     

    (f)    any
failure by Maker to cure within five (5) Business Days after the Maker’s receipt
of notice of (A) a default in any payment of any amount or amounts of principal
of or interest on any Indebtedness of the Maker (other than the Indebtedness
hereunder) the aggregate principal amount of which Indebtedness is in excess of
$50,000 or (B) a
default in the observance or performance of any other agreement or condition
relating to any Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders or beneficiary or beneficiaries of
such Indebtedness to cause with the giving of notice if required, such
Indebtedness to become due prior to its stated maturity; or

     

    (g)    the Maker
shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of its property or assets, (ii) make a general assignment
for the benefit of its creditors, (iii) commence a voluntary case under the
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition
seeking to take advantage of any bankruptcy, insolvency, moratorium,
reorganization or other similar law affecting the enforcement of creditors’
rights generally, (v) acquiesce in writing to any petition filed against it in
an involuntary case under United States Bankruptcy Code (as now or hereafter in
effect) or under the comparable laws of any jurisdiction (foreign or domestic),
(vi) issue a notice of bankruptcy or winding down of its operations or issue a
press release regarding same, or (vii) take any action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing;
or

     

    
      
        
        

      

      
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    (h)    a
proceeding or case shall be commenced in respect of the Maker, without its
application or consent, in any court of competent jurisdiction, seeking (i) the
liquidation, reorganization, moratorium, dissolution, winding up, or composition
or readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets in connection with the liquidation or dissolution of the Maker or (iii)
similar relief in respect of it under any law providing for the relief of
debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue undismissed, or unstayed and in effect, for a period of thirty
(30) days or any order for relief shall be entered in an involuntary case under
United States Bankruptcy Code (as now or hereafter in effect) or under the
comparable laws of any jurisdiction (foreign or domestic) against the Maker or
action under the laws of any jurisdiction (foreign or domestic) analogous to any
of the foregoing shall be taken with respect to the Maker and shall continue
undismissed, or unstayed and in effect for a period of thirty (30) days;
or

     

    (i)    any
default or event of default, or event that, with the passage of time or giving
of notice or both would constitute a default or event of default, shall have
occurred under any mining lease or mining rights or claims agreement to which
Maker is now or at any time hereafter a party or any such agreement is
terminated by any of the parties thereto; or

     

    (j)    a
judgment or judgments in the aggregate amount exceeding $25,000 is/are entered
against the Maker and not dismissed or discharged within twenty (20) days
following the entry thereof; or

     

    (k)    Maker
shall cease to actively conduct its business operations for a period of five (5)
consecutive Business Days; or

     

    (l)    any
material portion of the properties or assets of the Maker is seized by any
governmental authority; or

     

    (m)    the Maker
is indicted for the commission of any criminal activity; or

     

    (n)    closing
of a purchase, tender or exchange offer made to the holders of more than fifty
percent (50%) of the outstanding shares of Common Stock in which more than fifty
percent (50%) of the outstanding shares of Common Stock were tendered and
accepted.

     

    Section
2.2    Remedies Upon An Event of
Default.  If an Event of Default shall have occurred and shall
be continuing, the Collateral Agent may at any time at its option (a) declare
the entire unpaid principal balance of this Note, together with all interest
accrued hereon, plus fees and expenses, due and payable, and thereupon, the same
shall be accelerated and so due and payable, without presentment, demand,
protest, or notice, all of which are hereby expressly unconditionally and
irrevocably waived by the Maker; provided, however, that upon the occurrence of
an Event of Default described in Sections 2.1 (g) or (h) above, the outstanding
principal balance and accrued interest hereunder, plus fees and expenses, shall
be immediately and automatically due and payable, and/or (b) exercise or
otherwise enforce any one or more of the Holder’s rights, powers, privileges,
remedies and interests as well as its own rights, powers and remedies under this
Note, the Purchase Agreement, the Security Agreement or other Transaction
Document or applicable law.  No course of delay on the part of the
Collateral Agent or the Holder shall operate as a waiver thereof or otherwise
prejudice the right of the Collateral Agent or the
Holder.  

     

    
      
        
        

      

      
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    No remedy
conferred hereby shall be exclusive of any other remedy referred to herein or
now or hereafter available at law, in equity, by statute or
otherwise.  Upon and after an Event of Default, this Note shall bear
interest at the default rate set forth in Section 1.2 hereof.

     

    ARTICLE
III

     

    MISCELLANEOUS

     

    Section
3.1    Notices.  Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery, telecopy or facsimile at the address or number designated in the
Purchase Agreement (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.

     

    Section
3.2    Governing
Law.  This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction.  This Note
shall not be interpreted or construed with any presumption against the party
causing this Note to be drafted.

     

    Section
3.3    Headings.  Article
and section headings in this Note are included herein for purposes of
convenience of reference only and shall not constitute a part of this Note for
any other purpose.

     

    Section
3.4    Remedies, Characterizations,
Other Obligations, Breaches and Injunctive Relief.  The
remedies provided in this Note shall be cumulative and in addition to all other
remedies available under this Note, at law or in equity (including, without
limitation, a decree of specific performance and/or other injunctive relief), no
remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a holder’s
right to pursue actual damages for any failure by the Maker to comply with the
terms of this Note.  Amounts set forth or provided for herein with
respect to payments, conversion and the like (and the computation thereof) shall
be the amounts to be received by the holder thereof and shall not, except as
expressly provided herein, be subject to any other obligation of the Maker (or
the performance thereof).  The Maker acknowledges that a breach by it
of its obligations hereunder will cause irreparable and material harm to the
Holder and that the remedy at law for any such breach may be inadequate.
Therefore the Maker agrees that, in the event of any such breach or threatened
breach, the Collateral Agent (on behalf of the Holder) shall be entitled, in
addition to all other available rights and remedies, at law or in equity, to
seek and obtain such equitable relief, including but not limited to an
injunction restraining any such breach or threatened breach, without the
necessity of showing economic loss and without any bond or other security being
required.

     

    
      
        
        

      

      
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    Section
3.5    Enforcement
Expenses.  The Maker agrees to pay all costs and expenses
incurred from time to time by the Holder with respect to any modification,
consent or waiver of the provisions of this Note or the Transaction Documents
and any enforcement of this Note and the Transaction Documents, including,
without limitation, reasonable attorneys’ fees and expenses.

     

    Section
3.6    Amendments.  This
Note may not be modified or amended in any manner except in writing executed by
the Maker and the Holder.

     

    Section
3.7    Compliance with Securities
Laws.  The Holder of this Note acknowledges that this Note is
being acquired solely for the Holder’s own account and not as a nominee for any
other party, and for investment, and that the Holder shall not offer, sell or
otherwise dispose of this Note except in accordance with applicable
law.

     

    Section
3.8    Consent to
Jurisdiction.  Each of the Maker and the Holder (i) hereby
irrevocably submits to the exclusive jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper.  Each of the Maker and the
Holder consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address in effect for notices to
it under the Purchase Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing in
this Section 3.8 shall affect or limit any right to serve process in any other
manner permitted by law.  Each of the Maker and the Holder hereby
agree that the prevailing party in any suit, action or proceeding arising out of
or relating to this Note shall be entitled to reimbursement for reasonable legal
fees from the non-prevailing party.

     

    Section
3.9    Binding
Effect.  This Note shall be binding upon, inure to the benefit
of and be enforceable by the Maker, the Holder and their respective successors
and permitted assigns.  The Maker shall not delegate or transfer this
Note or any obligations or undertakings contained in this Note.

     

    Section
3.10    Failure or Indulgence Not
Waiver.  No failure or delay on the part of the Holder 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.

     

    Section
3.11    Maker Waivers; Dispute
Resolution.

     

    (a)    Except as
otherwise specifically provided herein, the Maker and all others that may become
liable for all or any part of the obligations evidenced by this Note, hereby
waive presentment, demand, notice of nonpayment, protest and all other demands’
and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, and do hereby consent to any number of renewals of
extensions of the time or payment hereof and agree that any such renewals or
extensions may be made without notice to any such persons and without affecting
their liability herein and do further consent to the release of any person
liable hereon, all without affecting the liability of the other persons, firms
or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY
JURY.

     

    
      
        
        

      

      
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    (b)    No delay
or omission on the part of the Collateral Agent or the Holder in exercising its
rights under this Note, or course of conduct relating hereto, shall operate as a
waiver of such rights or any other right of the Collateral Agent or the Holder,
nor shall any waiver by the Collateral Agent or the Holder of any such right or
rights on any one occasion be deemed a waiver of the same right or rights on any
future occasion.

     

    (c)    THE MAKER
ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL
TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS
RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE
HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

     

    Section
3.12    Definitions.  Terms
used herein and not defined shall have the meanings set forth in the Purchase
Agreement.  For the purposes hereof, the following terms shall have
the following meanings:

     

    “Business Day”
(whether or not capitalized) shall mean any day banking transactions can be
conducted in New York City, NY, USA and does not include any day which is a
federal or state holiday in such location.

     

    “Person” means an
individual or a corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.

     

    “Trading Day” means
(a) a day on which the Common Stock is traded on the OTC Bulletin Board or a
registered national securities exchange, or (b) if the Common Stock is not
traded on the OTC Bulletin Board or a registered national securities exchange, a
day on which the Common Stock is quoted in the over-the-counter market as
reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices); provided, however, that in the
event that the Common Stock is not listed or quoted as set forth in (a) or (b)
hereof, then Trading Day shall mean any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other government action
to close.

     

    “Transaction
Documents” means this Note, the Purchase Agreement, the Security
Agreement, any Deed of Trust and all other security documents or related
agreements now or hereafter entered into in connection with and/or as security
for this Note and all amendments and supplements thereto and replacements
thereof and any other Transaction Document (as that term is defined in the
Purchase Agreement).

     

     

     

     

     

     

     

     

     

     

    [Signature appears on following
page]

    


    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, the Maker
has caused this Note to be duly executed by its duly authorized officer as of
the date first above indicated.

     

    


    
      


      
        
          	 	FIRSTGOLD
      CORP.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ STEVEN
      AKERFELDT	 
	 	 	Name: Steven
      Akerfeldt	 
	 	 	Title: CEO	 
	 	 	 	 


        

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    [Signature
Page to Senior Secured Promissory Note]

    


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