**BORROWER
      SECURITY AGREEMENT**




**THIS
      BORROWER SECURITY AGREEMENT** (this
      " Agreement "),
      is
      made as of June __, 2006, by and between Plum Mine Special Purpose, LLC, a
      Nevada limited liability company, (the " Company "),
      and
      the secured parties identified on **Schedule
      A** hereto
      and their respective assigns (each, a secured party and collectively, the
“Secured Parties”) and John Winfield , an individual (the “ Collateral
      Agent ”)
      as
      collateral agent for the Secured Parties (the Company and the Secured Party
      may
      hereinafter be referred to singularly as a " party ,'
      and
      collectively as the " parties .").




**W** **ITNESSETH:**




**WHEREAS,** concurrently herewith the Company and its Parent, Goldspring, Inc., are entering
      into a loan agreement with the Secured Parties and Collateral Agent (the
      " Loan
      Agreement "),
      pursuant to which the Secured Parties are lending to the Company an aggregate
      of
      Two Million two Hundred Thousand ($2,200,000) Dollars (the " Loan "),
      and
      Winfield has agreed to acquire the Existing Mortgage (as defined in the Loan
      Agreement) and in consideration therefore the Company is issuing, one or more
      Notes (as defined in the Loan Agreement); and




**WHEREAS,** in order
      to induce the Secured Party to make the Loan, the Company has agreed to execute
      and deliver to the Secured Parties this Agreement for the benefit of the Secured
      Parties and to grant to them a first priority security interest in all of its
      assets to secure the prompt payment, performance and discharge in full of all
      of
      Company’s obligations under the Loan Agreement and the Notes.




**NOW,
      THEREFORE,** in
      consideration of the agreements herein contained and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:




**1.**  **Certain
      Definitions** .
      As used
      in this Agreement, the following terms shall have the meanings set forth in
      this
      Section 1. Terms used but not otherwise defined in this Agreement that are
      defined in Article 9 of the UCC (such as " general
      intangibles "
      and
      " proceeds ")
      shall
      have the respective meanings given such terms in Article 9 of the UCC. Each
      capitalized term used herein, and not otherwise defined, shall have the meaning
      ascribed thereto in the Loan Agreement.




**(a)**  " Collateral "
      means
      the collateral in which the Secured Party is granted a security interest by
      this
      Agreement and which shall include the following, whether presently owned or
      existing or hereafter acquired or coming into existence, and all additions
      and
      accessions thereto and all substitutions and replacements thereof, and all
      proceeds, products and accounts thereof, including, without limitation, all
      proceeds from the sale or transfer of the Collateral and of insurance covering
      the same and of any tort claims in connection therewith:









**(i)**  All
      Goods
      of the Company, including, without limitations, all machinery, equipment,
      computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture,
      special and general tools, fixtures, test and quality control devices and other
      equipment of every kind and nature and wherever situated, minerals, natural
      resources and metals, together with all documents of title and documents
      representing the same, all additions and accessions thereto, replacements
      therefor, all parts therefor, and all substitutes for any of the foregoing
      and
      all other items used and useful in connection with the Company’s businesses and
      all improvements thereto (collectively, the " Equipment ");
      and




**(ii)**  All
      Inventory of the Company; and




**(iii)**  All
      of
      the Company’s contract rights and general intangibles, including, without
      limitation, all mining rights, partnership interests, stock or other securities,
      licenses, distribution and other agreements, computer software development
      rights, leases, franchises, customer lists, quality control procedures, grants
      and rights, goodwill, trademarks, service marks, trade styles, trade names,
      patents, patent applications, copyrights, and all other intellectual property,
      all accounts deposit accounts, employee non-compete agreements, non-disclosure
      and assignment of rights agreements, and income tax refunds (collectively,
      the
      " General
      Intangibles ");
      and




**(iv)**  All
      Receivables of the Company including all insurance proceeds, and rights to
      refunds or indemnification whatsoever owing, together with all instruments,
      all
      documents of title representing any of the foregoing, all rights in any
      merchandising, goods, equipment, motor vehicles and trucks which any of the
      same
      may represent, all tax refunds and all right, title, security and guaranties
      with respect to each Receivable, including any right of stoppage in transit;
      and




**(v)**  All
      of
      the Company’s documents, instruments and chattel paper, files, records, books of
      account, business papers, computer programs and the products and proceeds of
      all
      of the foregoing Collateral set forth in clauses (i)-(iv) above.




**(b)**  " Obligations "
      means
      all of the Company’s obligations under this Agreement, the Loan Agreement and
      the Note, in each case, whether now or hereafter existing, voluntary or
      involuntary, direct or indirect, absolute or contingent, liquidated or
      unliquidated, whether or not jointly owed with others, and whether or not from
      time to time decreased or extinguished and later decreased, created or incurred,
      and all or any portion of such obligations or liabilities that are paid, to
      the
      extent all or any part of such payment is avoided or recovered directly or
      indirectly from the Secured Party as a preference, fraudulent transfer or
      otherwise as such obligations may be amended, supplemented, converted, extended
      or modified from time to time.




**(c)**  " UCC "
      means
      the Uniform Commercial Code, as currently in effect in the State of Nevada;
      provided, however, that in the event that, by reason of mandatory provisions
      of
      law, any or all of the attachment , perfection or priority of the Secured
      Parties’ security interest in any Collateral is governed by the Uniform
      Commercial Code as in effect in a jurisdiction other than the State of Nevada,
      the term “UCC” shall mean the Uniform Commercial Code as in effect in such other
      jurisdiction for purposes of the provisions hereof relating to such attachment,
      perfection of priority and for purposes of definitions related to such
      provisions.









**2.**  **Grant
      of Security Interest** .
      As an
      inducement for the Secured Parties to make the Loans and purchase the Notes
      and
      warrants and to secure the complete and timely payment, performance and
      discharge in full, as the case may be, of all of the Obligations, the Company
      hereby, unconditionally and irrevocably, pledges, grants and hypothecates to
      the
      Secured Parties, a senior continuing security interest in, a continuing first
      lien upon, an unqualified right to possession and disposition of and a right
      of
      set-off against, in each case to the fullest extent permitted by law, all of
      the
      Company's right, title and interest of whatsoever kind and nature in and to
      the
      Collateral (the " Security
      Interest ").




**3.**  **Representations,
      Warranties, Covenants and Agreements of the Company** .
      The
      Company represents and warrants to, and covenants and agrees with, the Secured
      Party as follows:




**(a)**  The
      Company has the requisite corporate power and authority to enter into this
      Agreement and otherwise carry out its obligations hereunder. The execution,
      delivery and performance by the Company of this Agreement and the filings
      contemplated herein have been duly authorized by all necessary action on the
      part of the Company and no further action is required by the Company. This
      Agreement constitutes a legal, valid and binding obligation of the Company
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the enforcement of creditor’s rights generally.




**(b)**  The
      Company represents and warrants that it has no place of business or offices
      where its respective books of account and records are kept (other than
      temporarily at the offices of its attorneys or accountants), except as set
      forth
      on **Schedule
      B** attached
      hereto;




**(c)**  Except
      as
      to those liens existing as of the date hereof that were disclosed to the Secured
      Party by the Company and are set forth on the attached **Schedule
      C** ,
      if any
      (the “ Permitted
      Liens ”),
      the
      Company is the sole owner of the Collateral (except for non-exclusive licenses
      granted by the Company in the ordinary course of business), free and clear
      of
      any liens, security interests, encumbrances, rights or claims, and is fully
      authorized to grant the Security Interest in and to pledge the Collateral.
      There
      is not on file in any governmental or regulatory authority, agency or recording
      office an effective financing statement, security agreement, license or transfer
      or any notice of any of the foregoing (other than those that have been filed
      in
      favor of the Secured Party pursuant to this Agreement) covering or affecting
      any
      of the Collateral. So long as this Agreement shall be in effect, without the
      prior consent of the Collateral Agent, which consent shall not be unreasonably
      withheld, the Company shall not execute and shall not knowingly permit to be
      on
      file in any such office or agency any such financing statement or other document
      or instrument (except to the extent filed or recorded in favor of the Collateral
      Agent on behalf of the Secured Parties pursuant to the terms of this
      Agreement).




**(d)**  No
      part
      of the Collateral or rights in connection therewith, has been judged invalid
      or
      unenforceable. No written claim has been received that any Collateral or the
      Company’s use of any Collateral violates the rights of any third party. There
      has been no adverse decision to the Company’s claim of ownership rights in or
      exclusive rights to use the Collateral in any jurisdiction or to the Company's
      right to keep and maintain such Collateral in full force and effect, and there
      is no proceeding involving said rights pending or, to the best knowledge of
      the
      Company, threatened before any court, judicial body, administrative or
      regulatory agency, arbitrator or other governmental authority.









**(e)**  The
      Company shall at all times maintain its books of account and records relating
      to
      the Collateral at its principal place of business and its Collateral at the
      locations set forth on **Schedule
      B** attached
      hereto may not relocate such books of account and records unless it delivers
      to
      the Secured Parties (or to Collateral agent on their behalf) at least 30 days
      prior to such relocation (i) written notice of such relocation and the new
      location thereof (which must be within the United States) and (ii) evidence
      that appropriate financing statements and other necessary documents have been
      filed and recorded and other steps have been taken to perfect the Security
      Interest to create in favor of the Secured Parties a valid, senior, perfected
      and continuing first priority liens in the Collateral.




**(f)**  This
      Agreement creates in favor of the Secured Parties a valid senior security
      interest in the Collateral securing the payment and performance of the
      Obligations and, upon making the filings described in the immediately following
      sentence, a perfected first priority security interest in such Collateral.
      Except for the filing of financing statements on Form-1 under the UCC with
      the
      jurisdictions indicated on **Schedule
      D** ,
      attached hereto, no authorization or approval of or filing with or notice to
      any
      governmental authority or regulatory body is required either (i) for the grant
      by the Company of, or the effectiveness of, the Security Interest granted hereby
      or for the execution, delivery and performance of this Agreement by the Company
      or (ii) for the perfection of or exercise by the Secured Party of its rights
      and
      remedies hereunder.




**(g)**  The
      Company hereby irrevocably authorizes the Secured Parties (or Collateral Agent
      on behalf of Secured Parties) at any time and from time to time before or after
      the date hereof, 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
      Nevada as amended from time to time, or any other Uniform Commercial Code
      jurisdiction; and (b) contain any other information required by part 5 of
      Article 9 of the UCC for the sufficiency or filing office acceptance of any
      financing statement or amendment, including whether the Company is an
      organization, the type of organization and any organization identification
      number issued to the Company. The Company agrees to furnish any such information
      to the Secured Parties promptly upon request. The Company also ratifies its
      authorization for the Secured Party 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.




**(h)**  The
      execution, delivery and performance of this Agreement does not conflict with
      or
      cause a breach or default, or an event that with or without the passage of
      time
      or notice, shall constitute a breach or default, under any agreement to which
      the Company is a party or by the Company is bound. No consent (including,
      without limitation, from stockholders or creditors of the Company) is required
      for the Company to enter into and perform its obligations
      hereunder.









**(i)**  The
      Company shall at all times maintain the liens and Security Interest provided
      for
      hereunder as valid and perfected liens and security interests in the Collateral
      in favor of the Secured Party until this Agreement and the Security Interest
      hereunder shall be terminated pursuant to Section 12. The Company hereby agrees
      to defend the same against any and all persons. The Company shall safeguard
      and
      protect all Collateral for the account of the Secured Parties. At the request
      of
      the Secured Parties, the Company will pay the cost of filing one or more
      financing statements pursuant to the UCC (or any other applicable statute)
      in
      form reasonably satisfactory to the Secured Party in all public offices wherever
      filing is, or is deemed by the Secured Party to be, necessary or desirable
      to
      effect the rights and obligations provided for herein. Without limiting the
      generality of the foregoing, the Company shall pay all fees, taxes and
      government fees and other amounts necessary to maintain the Collateral and
      the
      Security Interest hereunder, and the Company shall obtain and furnish to the
      Secured Party from time to time, upon demand, such releases and/or
      subordinations of claims and liens which may be required to maintain the
      priority of the Security Interest hereunder.




**(j)**  The
      Company will not transfer, pledge, hypothecate, encumber, license, sell (except
      for sales of inventory in the ordinary course of business) or otherwise dispose
      of any of the Collateral without the prior written consent of the Collateral
      Agent.




**(k)**  The
      Company shall keep and preserve its Equipment, Inventory and other tangible
      Collateral in good condition, repair and order and shall not operate or locate
      any such Collateral (or cause to be operated or located) in any area excluded
      from insurance coverage.




**(l)**  The
      Company shall, within ten (10) days of obtaining knowledge thereof, advise
      the
      Collateral Agent promptly, in sufficient detail, of any substantial change
      in
      the Collateral, and of the occurrence of any event which would have a material
      adverse effect on the value of the Collateral or on the Secured Parties'
      security interest therein.




**(m)**  The
      Company shall promptly execute and deliver to the Secured Parties (or to
      Collateral Agent on their behalf) such further deeds, mortgages, assignments,
      assignment of rents, security agreements, financing statements or other
      instruments, documents, certificates and assurances and take such further action
      as the Collateral Agent may from time to time request and may in its sole
      discretion deem necessary to perfect, protect or enforce its security interest
      in the Collateral.




**(n)**  The
      Company shall permit the Secured Parties and Collateral Agent and its
      representatives and agents to inspect the Collateral at any time, and to make
      copies of records pertaining to the Collateral as may be requested by the
      Collateral Agent from time to time.




**(o)**  The
      Company will take all steps reasonably necessary to diligently pursue and seek
      to preserve, enforce and collect any rights, claims, causes of action and
      accounts receivable in respect of the Collateral.









**(p)**  The
      Company shall promptly notify the Collateral Agent in sufficient detail upon
      becoming aware of any attachment, garnishment, execution or other legal process
      levied against any Collateral and of any other information received by the
      Company that may materially affect the value of the Collateral, the Security
      Interest or the rights and remedies of the Secured Parties or Collateral Agent
      hereunder.




**(q)**  All
      information heretofore, herein or hereafter supplied to the Secured Parties
      or
      Collateral Agent by or on behalf of the Company with respect to the Collateral
      is accurate and complete in all material respects as of the date
      furnished.




**4.**  **Defaults** **.** The
      following events shall be “ Events
      of Default ”:




**(a)**  The
      occurrence of the Event of Default as defined in the Loan Agreement and
      Note;




**(b)**  Any
      representation or warranty of the Company in this Agreement shall prove to
      have
      been incorrect in any material respect when made; and




**(c)**  The
      material failure by the Company to observe or perform any of its material
      obligations hereunder for ten (10) days after receipt by the Company of notice
      of such failure from the Secured Party.




**5.**  **Duty
      To Hold In Trust** **.** Upon the
      occurrence of any Event of Default and at any time thereafter, the Company
      shall, upon receipt by it of any revenue, income or other sums subject to the
      Security Interest, whether payable pursuant to the Loan Agreement, the Note,
      or
      otherwise, or of any check, draft, debenture, Note, trade acceptance or other
      instrument evidencing an obligation to pay any such sum, hold the same in trust
      for the Secured Parties and shall forthwith endorse and transfer any such sums
      or instruments, or both, to the Secured Parties for application to the
      satisfaction of the Obligations.




**6.**  **The
      Collateral Agent; Rights and Remedies Upon Default** .
      Each of
      the Secured Parties hereby irrevocably appoints the Collateral Agent to act
      on
      its behalf hereunder as attorney -in- fact and under any other document executed
      in connection herewith, and authorizes the Collateral Agent to take such actions
      on its behalf to exercise such powers as are delegated to the Collateral Agent
      by the terms hereof or thereof, and the Company shall not have rights as a
      third
      party beneficiary of any such provision in this Section 6. The Collateral Agent
      is authorized to act, in its sole discretion, on behalf of the Secured Parties
      as described herein. Upon occurrence and continuance of any Event of Default
      and
      at any time thereafter, the Collateral Agent (on behalf of the Secured Parties)
      shall have the right to exercise (on behalf of the Secured Parties) all of
      the
      remedies conferred to the Secured Parties (or to Collateral Agent) hereunder
      and
      under the Notes, and the Collateral Agent (on behalf of the Secured Parties)
      shall have all the rights and remedies of a secured party under the UCC and/or
      any other applicable law (including the Uniform Commercial Code of any
      jurisdiction in which any Collateral is then subject). Without limitation,
      the
      Collateral Agent (on behalf of the Secured Parties) shall have the following
      rights and powers:









**(a)** to have
      a third party custodian take possession of the Collateral and, for that purpose,
      enter, with the aid and assistance of any person, any premises where the
      Collateral, or any part thereof, is or may be placed and remove the same, and
      the Company shall assemble the Collateral and make it available to the
      Collateral Agent for the benefit of the Secured Parties at places which the
      Collateral Agent shall reasonably select, whether at the Company’s premises or
      elsewhere, and make available to the Collateral Agent, without rent, all of
      the
      Company’s respective premises and facilities for the purpose of the Collateral
      Agent taking possession of, removing or putting the Collateral in saleable
      or
      disposable form; and




**(b)** to
      operate the business of the Company using the Collateral and shall have the
      right to assign, sell, lease or otherwise dispose of and deliver all or any
      part
      of the Collateral, at public or private sale or otherwise, either with or
      without special conditions or stipulations, for cash or on credit or for future
      delivery, in such parcel or parcels and at such time or times and at such place
      or places, and upon such terms and conditions as the Collateral Agent may deem
      commercially reasonable, all without (except as shall be required by applicable
      statute and cannot be waived) advertisement or demand upon or notice to the
      Company or right of redemption of the Company, which are hereby expressly
      waived. Upon each such sale, lease, assignment or other transfer of Collateral,
      the Collateral Agent may, unless prohibited by applicable law which cannot
      be
      waived, purchase all or any part of the Collateral being sold, free from and
      discharged of all trusts, claims, right of redemption and equities of the
      Company, which are hereby waived and released.




**7.**  **Indemnification
      of the Collateral Agent** .
      Neither
      the Collateral Agent nor any of its affiliates or representatives will be liable
      for any action taken or omitted to be taken by it or them under this Agreement
      in good faith and believed by it or them to be within the discretion or power
      conferred upon it or them by this Agreement or be responsible for the
      consequences of any error of judgment (except for fraud, gross negligence,
      or
      willful misconduct). Unless indemnified to its satisfaction against loss, cost,
      liability and expense, the Collateral Agent may not be compelled to do any
      act
      under this Agreement or to take any action toward the execution or enforcement
      of the powers created under this Agreement or to prosecute or defend any suit
      in
      respect of this Agreement. If the Collateral Agent requests instructions from
      Secured Parties with respect to any act or action in connection with this
      Agreement, then the Collateral Agent is entitled to refrain (without incurring
      any liability to anyone by so refraining) from that act or action unless and
      until it has received instructions. In no event, however, may the Collateral
      Agent or any of its representatives be required to take any action that it
      or
      they determine could incur for it or them criminal or onerous civil liability.
      Without limiting the generality of the foregoing, no Secured Party has any
      right
      of action against the Collateral Agent as a result of the Collateral Agent’s
      acting or refraining from acting under this Agreement in accordance with
      instructions of the Secured Parties. **E** **ACH** **S** **ECURED** **P** **ARTY
      (IN PROPORTION TO THE THEN-OUTSTANDING PRINCIPAL AMOUNT OF** **N** **OTES)** **S** **HALL
      INDEMNIFY THE** **C** **OLLATERAL** **A** **GENT
      AND ITS REPRESENTATIVES AND HOLD THEM HARMLESS FROM AND AGAINST ANY AND ALL
      LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
      COSTS, REASONABLE EXPENSES, AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE
      WHATSOEVER (EXCEPT FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT) THAT
      MAY
      BE IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING TO
      OR
      ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER
      THIS** **A** **GREEMENT.**









**8.**  **Applications
      of Proceeds** .
      The
      proceeds of any such sale, lease or other disposition of the Collateral
      hereunder shall be applied first, to the expenses of retaking, holding, storing,
      processing and preparing for sale, selling, and the like (including, without
      limitation, any taxes, fees and other costs incurred in connection therewith)
      of
      the Collateral, to the reasonable attorneys' fees and expenses incurred by
      the
      Secured Parties (or Collateral Agent) in enforcing its rights hereunder and
      in
      connection with collecting, storing and disposing of the Collateral, and then
      to
      satisfaction of the Obligations, and to the payment of any other amounts
      required by applicable law, after which the Secured Parties (or Collateral
      Agent
      on their behalf) shall pay to the Company any surplus proceeds. If, upon the
      sale, license or other disposition of the Collateral, the proceeds thereof
      are
      insufficient to pay all amounts to which the Secured Parties is legally
      entitled, (i) then the policies shall be allowed among the Secured Parties
      in
      proposition to the amount outstanding under each Note, and (ii) the Company
      will
      be liable for the deficiency, together with interest thereon, at the Default
      Interest rate (as defined in the Notes), and the reasonable fees of any
      attorneys employed by the Secured Parties (or Collateral Agent on their behalf)
      to collect such deficiency. To the extent permitted by applicable law, the
      Company waives all claims, damages and demands against the Secured Parties
      (or
      Collateral Agent) arising out of the repossession, removal, retention or sale
      of
      the Collateral, unless due to the gross negligence or willful misconduct of
      the
      Secured Party.




**(a)**  All
      ordinary costs and expenses incurred by the Secured Parties (or collateral
      Agent) in collection of the Obligations shall be borne exclusively by the
      Company including, without limitation, any costs, expenses, fees or
      disbursements incurred by outside agencies or attorneys retained by the Secured
      Parties to effect collections of the Obligations or any Collateral securing
      the
      Obligations. The provisions of this paragraph shall not apply to any suits,
      actions, proceedings or claims of the nature referred to herein or otherwise
      which are based upon or related to the repayment of, or the taking of security
      for, any loans and/or advances made by any Secured Parties to the Company that
      do not arise under the Loan Agreement or that are not participated in by the
      Secured Parties, and the party making such loans and/or advances shall be
      exclusively responsible for such suits, actions, proceedings or claims and
      the
      payment of all such expenses in connection therewith.




**9.**  **Costs
      and Expenses** . The
      Company agrees to pay all reasonable out-of-pocket fees, costs and expenses
      incurred in connection with any filing required hereunder, including without
      limitation, any financing statements, continuation statements, partial releases
      and/or termination statements related thereto or any expenses of any searches
      reasonably required by the Secured Parties or Collateral Agent. The Company
      shall also pay all other claims and charges which in the reasonable opinion
      of
      the Secured Parties as Collateral Agent might prejudice, imperil or otherwise
      affect the Collateral or the Security Interest therein. The Company will also,
      upon demand, pay to the Secured Parties the amount of any and all reasonable
      expenses, including the reasonable fees and expenses of its counsel and of
      any
      experts and agents, which the Secured Party may incur in connection with (i)
      the
      enforcement of this Agreement, (ii) the custody or preservation of, or the
      sale
      of, collection from, or other realization upon, any of the Collateral, or (iii)
      the exercise or enforcement of any of the rights of the Secured Parties under
      the Loan Agreement. Until so paid, any fees payable hereunder shall be added
      to
      the principal amount of the Note and shall bear interest at the Default Interest
      rate.









**10.**  **Responsibility
      for Collateral** .
      The
      Company assumes all liabilities and responsibility in connection with all
      Collateral, and the obligations of the Company hereunder or under the Loan
      Agreement shall in no way be affected or diminished by reason of the loss,
      destruction, damage or theft of any of the Collateral or its unavailability
      for
      any reason.




**11.**  **Security
      Interest Absolute** .
      All
      rights of the Secured Parties and all Obligations of the Company hereunder,
      shall be absolute and unconditional, irrespective of: (a) any lack of validity
      or enforceability of this Agreement, the Loan Agreement, or any agreement
      entered into in connection with the foregoing, or any portion hereof or thereof;
      (b) any change in the time, manner or place of payment or performance of, or
      in
      any other term of, all or any of the Obligations, or any other amendment or
      waiver of or any consent to any departure from the Loan Agreement, or any other
      agreement entered into in connection with the foregoing; (c) any exchange,
      release or nonperfection of any of the Collateral, or any release or amendment
      or waiver of or consent to departure from any other collateral for, or any
      guaranty, or any other security, for all or any of the Obligations; (d) any
      action by the Secured Parties (or Collateral Agent) to obtain, adjust, settle
      and cancel in its sole discretion any insurance claims or matters made or
      arising in connection with the Collateral; or (e) any other circumstance which
      might otherwise constitute any legal or equitable defense available to the
      Company, or a discharge of all or any part of the Security Interest granted
      hereby. Until the Obligations shall have been paid and performed in full, the
      rights of the Secured Parties shall continue even if the Obligations are barred
      for any reason, including, without limitation, the running of the statute of
      limitations or bankruptcy. The Company expressly waives presentment, protest,
      notice of protest, demand, notice of nonpayment and demand for performance.
      In
      the event that at any time any transfer of any Collateral or any payment
      received by the Secured Parties hereunder shall be deemed by final order of
      a
      court of competent jurisdiction to have been a voidable preference or fraudulent
      conveyance under the bankruptcy or insolvency laws of the United States, or
      shall be deemed to be otherwise due to any party other than the Secured Parties,
      then, in any such event, the Company's obligations hereunder shall survive
      cancellation of this Agreement, and shall not be discharged or satisfied by
      any
      prior payment thereof and/or cancellation of this Agreement, but shall remain
      a
      valid and binding obligation enforceable in accordance with the terms and
      provisions hereof. The Company waives all right to require the Secured Parties
      to proceed against any other person or to apply any Collateral which the Secured
      Parties may hold at any time, or to marshal assets, or to pursue any other
      remedy. The Company waives any defense arising by reason of the application
      of
      the statute of limitations to any obligation secured hereby.




**12.**  **Term
      of Agreement** .
      This
      Agreement and the Security Interest shall terminate on the date that of all
      amounts due the Secured Parties under the Loan Agreement and the Notes have
      been
      indefensibly full and all other obligations have been indefensibly paid or
      satisfied. Upon such termination, the Secured Parties, at the request and at
      the
      expense of the Company, will join in executing any termination statement with
      respect to any financing statement executed and filed pursuant to this
      Agreement.




**13.**  **Power
      of Attorney; Further Assurances** .




**(a)**  In
      addition to any other rights, powers and authority granted to Collateral Agent
      herein or in any other Agreement: The Company authorizes the Collateral Agent
      as
      agent and attorney - in- fact for the Secured Parties, and does hereby make,
      constitute and appoint it, and its respective officers, agents, successors
      or
      assigns with full power of substitution, as the Company's true and lawful
      attorney-in-fact, with power, in its own name or in the name of the Company,
      to,
      after the occurrence and during the continuance of an Event of Default, (i)
      endorse any debentures, checks, drafts, money orders, or other instruments
      of
      payment (including payments payable under or in respect of any policy of
      insurance) in respect of the Collateral that may come into possession of the
      Collateral Agent or any of Secured Parties; (ii) to sign and endorse any UCC
      financing statement or any invoice, freight or express bill, bill of lading,
      storage or warehouse receipts, drafts against debtors, assignments,
      verifications and notices in connection with accounts, and other documents
      relating to the Collateral; (iii) to pay or discharge taxes, liens, security
      interests or other encumbrances at any time levied or placed on or threatened
      against the Collateral; (iv) to demand, collect, receipt for, compromise, settle
      and sue for monies due in respect of the Collateral; and (v) generally, to
      do,
      at the option of the Collateral Agent, and at the Company's expense, at any
      time, or from time to time, all acts and things which the Collateral Agent
      deems
      necessary to protect, preserve and realize upon the Collateral and the Security
      Interest granted therein in order to effect the intent of this Agreement and
      the
      Loan Agreement and Notes, all as fully and effectually as the Company might
      or
      could do; and the Company hereby ratifies all that said attorney shall lawfully
      do or cause to be done by virtue hereof. This power of attorney is coupled
      with
      an interest and shall be irrevocable for the term of this Agreement and
      thereafter as long as any of the Obligations shall be outstanding.









**(b)**  On
      a
      continuing basis, the Company will cooperate in good afith with Collateral
      Agent
      and make, execute, acknowledge, deliver, file and record, as the case may be,
      in
      the proper filing and recording places in any jurisdiction, including, without
      limitation, the jurisdictions indicated on **Schedule
      D** ,
      attached hereto, all such instruments, and take all such action as may
      reasonably be deemed necessary or advisable, or as reasonably requested by
      the
      Collateral Agent, to perfect the Senior Security Interest granted hereunder
      and
      otherwise to carry out the intent and purposes of this Agreement, or for
      assuring and confirming to the Secured Parties the grant or perfection of a
      security interest in all the Collateral.




**(c)**  The
      Company hereby irrevocably appoints the Collateral Agent as the Company's
      attorney-in-fact, with full authority in the place and stead of the Company
      and
      in the name of the Company, from time to time at the discretion of the
      Collateral Agent, to take any action and to execute any instrument which the
      Collateral Agent, may deem necessary or advisable to accomplish the purposes
      of
      this Agreement, including the filing, in its sole discretion, of one or more
      financing or continuation statements and amendments thereto, relative to any
      of
      the Collateral without the signature of the Company where permitted by
      law.




**14.**  **Notices** .
      All
      notices, requests, demands and other communications hereunder shall be in
      writing, with copies to all the other parties hereto, and shall be deemed to
      have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent
      by facsimile, upon receipt of proof of sending thereof, on a business day or,
      if
      not, on the first business day thereafter (iii) if sent by nationally recognized
      overnight delivery service (receipt requested), the next business day or (iv)
      if
      mailed by first-class registered or certified mail, return receipt requested,
      postage prepaid, four days after posting in the U.S. mails, in each case if
      delivered to the following addresses:




If
                  to the Company:
              Goldspring,
                  Inc.820
                  Morgan DriveLos
                  Angeles, CA 90049Telephone
                  No: (310) 476-7070Fax
                  No. (212) 580-5811
  
  With
                  copies to:
              Hodgson
                  Russ LLP60
                  East 42nd Street, 37th FloorNew
                  York, NY 10165Telephone
                  No: (212) 661-3535Facsimile
                  No: (212) 972-1677Attn.:
                  Jeffrey A. Rinde, Esq.Jolie
                  Kahn, Esq.17
                  Battery Place, Suite 300New
                  York, NY 10004Telephone
                  No.: (214) 263-5407NY
                  FAX: (214) 747-0175DALLAS
                  FAX: (972) 248-5006
 
 If
        to the
        Secured Parties: to the address set forth immediately across the Secured
        Party’s
        name on the **Schedule
        A** ,
        with a
        copy to the Collateral Agent.
 
 If
                  to Collateral Agent:John
                  Winfield820
                  Morgan DriveLos
                  Angeles, CA 90049Telephone
                  No: (310) 476-7070Fax
                  No. (212) 580-5811With
                  copies to :
              Hodgson
                  Russ LLP60
                  East 42nd Street, 37th FloorNew
                  York, NY 10165Telephone
                  No: (212) 661-3535Facsimile
                  No: (212) 972-1677Attn.:
                  Jeffrey A. Rinde, Esq.




**15.**  Other
      Security .
      To the
      extent that the Obligations are now or hereafter secured by property other
      than
      the Collateral or by the guarantee, endorsement or property of any other person,
      firm, corporation or other entity, then the Collateral Agent shall have the
      right, in its sole discretion, to pursue, relinquish, subordinate, modify or
      take any other action with respect thereto, without in any way modifying or
      affecting any of the Secured Parties' rights and remedies
      hereunder.









**16.**  Miscellaneous .




**(a)**  No
      course
      of dealing between the Company and any Secured Party or Collateral Agent, nor
      any failure to exercise, nor any delay in exercising, on the part of any Secured
      Party or Collateral Agent, any right, power or privilege hereunder or under
      the
      Loan Agreement or Note shall operate as a waiver thereof; nor shall any single
      or partial exercise of any right, power or privilege hereunder or thereunder
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege.




**(b)**  All
      of
      the rights and remedies of the Secured Parties and Collateral Agent with respect
      to the Collateral, whether established hereby or by the Loan Agreement or Notes
      or by any other agreements, instruments or documents or by law shall be
      cumulative and may be exercised singly or concurrently.




**(c)**  This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof and is intended to supersede all prior negotiations,
      understandings and agreements with respect thereto. Except as specifically
      set
      forth in this Agreement, no provision of this Agreement may be terminated,
      modified, waived or amended except by a written agreement specifically referring
      to this Agreement and signed by the Company and Holders of more than fifty
      percent (50%) of the standing principal amount (including Interest) of Notes.
      Any such termination, waiver, modification or amendment shall be binding against all Noteholders and their Assigns and the Company.




**(d)**  In
      the
      event that any provision of this Agreement is held to be invalid, prohibited
      or
      unenforceable in any jurisdiction for any reason, unless such provision is
      narrowed by judicial construction, this Agreement shall, as to such
      jurisdiction, be construed as if such invalid, prohibited or unenforceable
      provision had been more narrowly drawn so as not to be invalid, prohibited
      or
      unenforceable. If, notwithstanding the foregoing, any provision of this
      Agreement is held to be invalid, prohibited or unenforceable in any
      jurisdiction, such provision, as to such jurisdiction, shall be ineffective
      to
      the extent of such invalidity, prohibition or unenforceability without
      invalidating the remaining portion of such provision or the other provisions
      of
      this Agreement and without affecting the validity or enforceability of such
      provision or the other provisions of this Agreement in any other
      jurisdiction.




**(e)**  No
      waiver
      of any breach or default or any right under this Agreement shall be considered
      valid unless in writing and signed by the party giving such waiver, and no
      such
      waiver shall be deemed a waiver of any subsequent breach or default or right,
      whether of the same or similar nature or otherwise.




**(f)**  This
      Agreement shall be binding upon and inure to the benefit of each party hereto
      and its successors and assigns.









**(g)**  Each
      party shall take such further action and execute and deliver such further
      documents as may be necessary or appropriate in order to carry out the
      provisions and purposes of this Agreement.




**(h)**  This
      Agreement shall be construed in accordance with the laws of the State of New
      York, except to the extent the validity, perfection or enforcement of a security
      interest hereunder in respect of any particular Collateral which are governed
      by
      a jurisdiction other than the State of New York in which case such law shall
      govern. Each of the parties hereto irrevocably submit to the exclusive
      jurisdiction of any New York State or United States federal court sitting in
      New
      York county over any action or proceeding arising out of or relating to this
      Agreement, and the parties hereto hereby irrevocably agree that all claims
      in
      respect of such action or proceeding may be heard and determined in such New
      York State or Federal court. The parties hereto agree that a final judgment
      in
      any such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      The parties hereto further waive any objection to venue in the State of New
      York
      and any objection to an action or proceeding in the State of New York on the
      basis of forum non conveniens.




**(i)**  EACH
      PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRAIL OF
      ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE
      OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY
      BE
      FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT,
      INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS
      AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
      THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A
      BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN
      ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS
      WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
      REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
      SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS RIGHTS TO A JURY TRIAL
      FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT,
      NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
      ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF
      A
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.




**(j)**  This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.









**IN
      WITNESS WHEREOF,** the
      parties hereto have caused this Security Agreement to be duly executed on the
      day and year first above written. (This signature page may be duplicated for
      additional Secured Parties).




**THE
              COMPANY:****PLUM
                MINE SPECIAL PURPOSE, LLC**By:Name:Title:
            Manager


**COLLATERAL
                    AGENT:**John
                  Winfield
 **SECURED
                        PARTIES:**Print
                      Name
 By:Name:Address:Print
                      Name


By:Name:Address:







**SCHEDULE
      A**





**The
      Secured Parties**




**June
      ___, 2006 Funding Date**





**Name/Address**
            
            **Loan
                Amount(s)**








**SCHEDULE
      B**





**Offices**




8585
      East
      Hartford Drive, Suite 400


Scottsdale,
      AZ 85255







**SCHEDULE
      C**





**Permitted
      Liens**





**Name****and
                Address**
            
            **Amount
                of Principal Indebtedness
                Remaining**











**SCHEDULE
      D**





**Jurisdictions**




Florida


Nevada


Arizona