Unassociated Document


    

      Purchase
        Agreement

      


      This
        Purchase Agreement ("Agreement") is made by and between Comstock Gold, LLC,
        a
        New York Limited Liability Company (“Seller”) and the Plum Mining Company, LLC,
        a Nevada Limited Liability Company (“Plum”).

      


      Recitals

      


      A.  Plum
        is
        the owner of all of the issued and outstanding membership interests of Plum
        Mining Company, LLC, a Nevada limited liability company (“Plum”). 

      


      B.  Seller
        is
        the owner of the leasehold interests on certain patented mining claims and
        mineral rights in Storey County, Nevada, under lease with D.W.C. Resources,
        a
        Nevada Corporation (the “Property” as more fully defined below). These mineral
        rights are commonly known as the Justice, Woodville and Keystone Leases to
        the
        400’ level.

       

      C.  Seller
        and Plum are parties to the Letter of Intent and Agreement in Principle dated
        April 28, 2005 (the “Letter Agreement”) pursuant to which Seller and Plum agreed
        to the basic terms of their agreement for the sale by Seller to Plum, or
        its
        nominee, of the Property.

      


      D.  The
        parties desire to formalize the terms of their agreement as provided in this
        Agreement.

       

      The
        parties, intending to be legally bound, agree as follows:

      


      1.  Definitions.
        For
        purposes of this Agreement, the following terms have the meanings specified
        or
        referred to in this Section 1:

      


      1.1  "Applicable
        Contract" means
        any
        Contract (a) under which Seller has or may acquire any rights or interests;
        (b)
        under which Seller has or may become subject to any obligations or liabilities;
        or (c) by which Seller, or any of the assets owned or used by it, is or may
        become bound, including the agreements, contracts and instruments described
        in
        Exhibit 1.

      


      1.2  "Breach"
        means
        a
        "Breach" of a representation, warranty, covenant, obligation, or other provision
        of this Agreement or any instrument delivered pursuant to this Agreement
        will be
        deemed to have occurred if there is or has been (a) any inaccuracy in or
        breach
        of, or any failure to perform or comply with, such representation, warranty,
        covenant, obligation, or other provision; or (b) any claim (by any Person)
        or
        other occurrence or circumstance that is or was inconsistent with such
        representation, warranty, covenant, obligation, or other provision, and the
        term
        "Breach" means any such inaccuracy, breach, failure, claim, occurrence, or
        circumstance.

      


      1.3   "Closing"
        shall
        have the meaning defined in Section 2.3.

      


      1.4  "Closing
        Date" means
        the
        date and time as of which the Closing actually takes place.

      


      1.5  "Contemplated
        Transactions"
        means
        all of the transactions contemplated by this Agreement, including:

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      (a) the
        sale
        of the Property by Seller to Plum and Plum's acquisition and ownership of
        the
        Property; and

      


      (b) the
        performance by Plum and Seller of their respective covenants and obligations
        under this Agreement.

      


      1.6  "Contract"
        means any
        agreement, contract, obligation, promise, or undertaking (whether written
        or
        oral and whether express or implied) that is legally binding.

      


      1.7  “Due
        Diligence”means
        Plum’s examinations and investigations intended to determine the accuracy of
        Seller’s representations and warranties, the title to and value of the assets,
        and all other matters pertinent or related to Plum’s decision to close the
        Contemplated Transactions.

      


      1.8  “Due
        Diligence Period”
        means
        the period of time during which Plum shall have the opportunity to conduct
        its
        due diligence investigation of Seller which period shall continue until August
        15, 2005.

       

      1.9  "Environment"
        means soil,
        land surface or subsurface strata, surface waters (including navigable waters,
        ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters,
        underground water, drinking water supply, stream sediments, ambient air
        (including indoor air), all layers of atmosphere, plant and animal life,
        all
        living organisms and interacting natural systems that include components
        of air,
        land, water, organic or inorganic matter and living organisms and any other
        environmental medium or natural resource.

      


      1.10  "Environmental,
        Health, and Safety Liabilities"
        means
        any cost, damages, expense, liability, loss, obligation, or other responsibility
        arising from or under Environmental Law or occupational safety and health
        law
        and consisting of or relating to:

      


      (a)
         any
        environmental, health, or safety matters or conditions (including on-site
        or
        off-site contamination, occupational safety and health, and regulation of
        chemical substances or products);

      


      (b) fines,
        penalties, judgments, awards, settlements, legal or administrative proceedings,
        damages, losses, claims, demands and response, investigative, remedial, or
        inspection costs and expenses arising under Environmental Law or occupational
        safety and health law;

      


      (c) financial
        responsibility under Environmental Law or occupational safety and health
        law for
        cleanup costs or corrective action, including any investigation, cleanup,
        removal, containment, or other remediation or response actions ("Cleanup")
        required by applicable Environmental Law or occupational safety and health
        law
        (whether or not such Cleanup has been required or requested by any governmental
        body or any other Person) and for any natural resource damages; or

      


      (d)
         any
        other
        compliance, corrective, investigative, or remedial measures required under
        Environmental Law or occupational safety and health law.

      


      The
        terms
        "removal," "remedial," and "response action," include the types of activities
        covered by the United States Comprehensive Environmental Response, Compensation,
        and Liability Act, 42 U.S.C. § 9601 et seq., as amended ("CERCLA").

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      1.11  "Environmental
        Law" means any
        Legal
        Requirement that requires or relates to:

      


      (a) advising
        appropriate authorities, employees, and the public of intended or actual
        releases of pollutants or hazardous substances or materials, violations of
        discharge limits, or other prohibitions and of the commencements of activities,
        such as resource extraction or construction, that could have significant
        impact
        on the Environment;

      


      (b) preventing
        or reducing to acceptable levels the release of pollutants or hazardous
        substances or materials into the Environment;

      


      (c) reducing
        the quantities, preventing the release, or minimizing the hazardous
        characteristics of wastes that are generated;

      


      (d) assuring
        that products are designed, formulated, packaged, and used so that they do
        not
        present unreasonable risks to human health or the Environment when used or
        disposed of;

      


      
        (e) protecting
          resources, species, or ecological amenities;

      

      


      (f) reducing
        to acceptable levels the risks inherent in the transportation of hazardous
        substances, pollutants, oil, or other potentially harmful
        substances;

      


      (g) cleaning
        up pollutants that have been released, preventing the threat of release,
        or
        paying the costs of such clean up or prevention; or

      


      (h) making
        responsible parties pay private parties, or groups of them, for damages done
        to
        their health or the Environment, or permitting self-appointed representatives
        of
        the public interest to recover for injuries done to public assets.

      


      1.12  "ERISA"
        means the
        Employee Retirement Income Security Act of 1974 or any successor law, and
        regulations and rules issued pursuant to that Act or any successor
        law.

      


      1.13  “Exhibits”means the
        exhibits attached to and by reference incorporated in this Agreement.


      


      1.14  "GAAP"
        means generally
        accepted United States accounting principles, applied on a basis consistent
        with
        the basis on which the Balance Sheet and the other financial statements referred
        to in Section 3.4 were prepared.

      


      1.15  "Governmental
        Authorization" means
        any
        approval, consent, license, permit, waiver, or other authorization issued,
        granted, given, or otherwise made available by or under the authority of
        any
        governmental body or pursuant to any Legal Requirement.

       

      1.16  "Hazardous
        Activity"
        means
        the distribution, generation, handling, importing, management, manufacturing,
        processing, production, refinement, Release, storage, transfer, transportation,
        treatment, or use (including any withdrawal or other use of groundwater)
        of
        Hazardous Materials in, on, under, about, or from the Facilities or any part
        thereof into the Environment, and any other act, business, operation, or
        thing
        that increases the danger, or risk of danger, or poses an unreasonable risk
        of
        harm to persons or property on or off the Facilities, or that may affect
        the
        value of the Facilities or Plum.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      1.17  "Hazardous
        Materials" means any
        waste
        or other substance that is listed, defined, designated, or classified as,
        or
        otherwise determined to be, hazardous, radioactive, or toxic or a pollutant
        or a
        contaminant under or pursuant to any Environmental Law, including any admixture
        or solution, and specifically including petroleum and all derivatives or
        synthetic substitutes and asbestos or asbestos-containing
        materials.

      


      1.18  "Intellectual
        Property Assets" shall
        have the meaning defined in Section 3.19.

      


      1.19  “IRC"
        means
        the Internal Revenue Code of 1986 or any successor law, and regulations issued
        by the IRS pursuant to the Internal Revenue Code or any successor
        law.

      


      1.20  "IRS"
        means the
        United States Internal Revenue Service or any successor agency, and, to the
        extent relevant, the United States Department of the Treasury.

      


      1.21  "Knowledge"
        means an
        individual will be deemed to have "Knowledge" of a particular fact or other
        matter if:

       

      
        (a) 
           such
          individual is actually aware of such fact or other matter;
          or

         

      

      (b)
         a
        prudent
        individual could be expected to discover or otherwise become aware of such
        fact
        or other matter in the course of conducting a reasonably comprehensive
        investigation concerning the existence of such fact or other
        matter.

      


      A
        Person
        (other than an individual) will be deemed to have "Knowledge" of a particular
        fact or other matter if any individual who is serving, or who has at any
        time
        served, as a director, officer, partner, executor, or trustee of such Person
        (or
        in any similar capacity) has, or at any time had, Knowledge of such fact
        or
        other matter.

      


      1.22  "Legal
        Requirement" means
        any
        federal, state, local, municipal, foreign, international, multinational,
        or
        other administrative order, constitution, law, ordinance, principle of common
        law, regulation, statute, or treaty.

      


      1.23  "Organizational
        Documents" means (a)
        the
        articles or certificate of incorporation and the bylaws of a corporation;
        (b)
        the articles of organization and the operating agreement of a limited liability
        company; (c) the partnership agreement and any statement of partnership of
        a
        general partnership; (d) the limited partnership agreement and the certificate
        of limited partnership of a limited partnership; (e) any charter or similar
        document adopted or filed in connection with the creation, formation, or
        organization of a Person; and (f) any amendment to any of the
        foregoing.

      


      1.24  "Person"
        means any
        individual, corporation (including any non-profit corporation), general or
        limited partnership, limited liability company, joint venture, syndicate,
        estate, trust, trustee, administrator or other legal personal representative,
        association, organization, labor union, or other entity or governmental body
        however designated or constituted. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      1.25  “Plum”
        means
        Plum Mining Company, LLC, a Nevada limited liability company, and its successors
        and assigns.

      


      1.26  "Proceeding"
        means any
        action, arbitration, audit, hearing, investigation, inquiry, litigation,
        or suit
        (whether civil, quasi-criminal, criminal, administrative, investigative,
        or
        informal) commenced, brought, conducted, or heard by or before, or otherwise
        involving, any governmental, administrative, regulatory or similar body or
        arbitrator.

       

      1.27  “Property”
        means
        the assets, interests, properties and rights described in Exhibit 1.1, including
        the leasehold interests on certain patented mining claims and mineral rights
        in
        Storey County, Nevada, under lease with D.W.C. Resources (Lease attached
        as
        Exhibit 1.2), a Nevada Corporation (the “Property”). These mineral rights are
        commonly known as the Justice, Woodville and Keystone Leases to the 400’
        level.

      


      1.28 “Purchase
        Price”
        means
        the purchase price for the Ownership Interests as provided in Section
        2.2.

      


      1.29 "Release"
        means any
        spilling, leaking, emitting, discharging, depositing, escaping, leaching,
        dumping, or other releasing into the Environment, whether intentional or
        unintentional.

      


      1.30 "Representative"
        means
        with respect to a particular Person, any director, officer, employee, agent,
        consultant, advisor, or other representative of such Person, including legal
        counsel, accountants, and financial advisors.

      


      1.31 "Securities
        Act"
        means
        the Securities Act of 1933 or any successor law, and regulations and rules
        issued pursuant to that Act or any successor law.

      


      1.32 "Seller"
        means
        Comstock Gold, LLC, a New York limited liability company and its successors
        and
        assigns.

      


      1.33 “Tax”
        means
        assessments, charges, deductions, fees, imposts and levies assessed or imposed
        by any federal, provincial, state or local government agency, office or
        political subdivision.

      


      1.34 "Tax
        Return" means any
        return (including any information return), report, statement, schedule, notice,
        form, or other document or information filed with or submitted to, or required
        to be filed with or submitted to, any governmental body in connection with
        the
        determination, assessment, collection, or payment of any Tax or in connection
        with the administration, implementation, or enforcement of or compliance
        with
        any Legal Requirement relating to any Tax.

      


      1.35 "Threat
        of Release" means a
        substantial likelihood of a Release that may require action in order to prevent
        or mitigate damage to the Environment that may result from such
        Release.

      


      1.36 "Threatened"
        means a
        claim,
        Proceeding, dispute, action, or other matter will be deemed to have been
        "Threatened" if any demand or statement has been made (orally or in writing)
        or
        any notice has been given (orally or in writing), or if any other event has
        occurred or any other circumstances exist, that would lead a prudent Person
        to
        conclude that such a claim, Proceeding, dispute, action, or other matter
        is
        likely to be asserted, commenced, taken, or otherwise pursued in the
        future.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      2.  Purchase,
        Sale and Transfer Ownership Interests; Closing.

      


      2.1  Purchase
        and Sale. In
        consideration of Plum’s agreement to pay to Seller the sum of Three Hundred and
        Twenty Thousand Dollars ($320,000) and three million shares of GoldSpring,
        Inc.
        common stock, and the other consideration provided for in this Agreement,
        and
        subject to the terms and conditions of this Agreement, at the Closing Seller
        will sell and transfer the Property to Plum and Plum will purchase the Property
        from Seller.

      


      2.2  Purchase
        Price.
        The
        purchase price for the Property will be Three Hundred and Twenty Thousand
        Dollars ($320,000) and three million shares of GoldSpring, Inc. common stock.
        The purchase price shall be payable as follows:

      


      (a)   
         Upon
        execution of the Letter Agreement, Plum paid Seller US$10,000, the receipt
        of
        which is hereby acknowledged, in consideration for Plum’s exclusive right to
        evaluate the Property during the Initial Due Diligence and Evaluation Period.
        

       

      (b)   
         At
        the
        Closing, upon execution of this Agreement, which we expect to occur on August
        31, 2005, Plum shall issue to the individual members of Seller, as set forth
        in
        Exhibit 2, as assignees of Seller, three million shares of GoldSpring, Inc.
        common stock. 

      


      (c)  On
        December 31, 2005, Plum shall pay Seller the sum of US$16,000. Every 90 days
        thereafter Plum shall pay Seller an additional US$16,000, until the sum of
        $
        160,000 is met on March 31, 2008.

      (d)  The
        balance if the Purchase Price ($150,00) shall be paid through a quarterly
        production royalty as set forth in this Section. Upon commencement of production
        of Minerals from the Property, Plum shall pay to Seller a quarterly production
        royalty of two percent (2%) of the net smelter returns of the Minerals produced
        and sold by plum from the Property, up to a maximum of $150,000. The term
“Net
        Smelter Returns” shall mean the actual financial proceeds received from any
        mint, smelter, refinery, or other purchaser from the sale of bullion, dore,
        concentrates or finished products produced on the Property, less only the
        costs
        of (a) shipping costs, (b) all minting, smelter, or refinery costs, and (c)
        bullion tax payments.


      


      2.3  Closing.
        The
        purchase and sale (the "Closing") provided for in this Agreement will take
        place
        at the offices of the Plum Mining Company, located at 1200 American Flat
        Road,
        Gold Hill, Nevada 89440, on or before August 31, 2005 at 10:00 a.m., or at
        such
        other time or place as the parties may agree. Subject to the provisions of
        Section 9, failure to consummate the purchase and sale provided for in this
        Agreement on the date and time and at the place determined pursuant to this
        Section 2.3 will not result in the termination of this Agreement and will
        not
        relieve any party of any obligation under this Agreement.

      


      2.4  Closing
        Obligations.
        At the
        Closing:

      


      
        	 	 	
                (a)

              	
                Seller
                  will deliver to Plum:

              


      

      


      (i) certificates
        that on completion of the Closing, Plum shall be the owner of the
        Property;

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      (ii) the
        executed consent of D.W.C. Resources, approving the assignment to Plum of
        the
        Lease Agreement for the Property dated February 14, 2003 between Seller and
        D.W.C. Resources; 

      


      (iii) a
        certificate executed by Seller representing and warranting to Plum that each
        of
        Seller’s representations and warranties in this Agreement was accurate in all
        respects as of the date of this Agreement and is accurate in all respects
        as of
        the Closing Date as if made on the Closing Date (giving full effect to any
        supplements to the Exhibits that were delivered by Seller to Plum before
        the
        Closing Date); and 

      (iv) all
        other
        documents which Seller is obligated to execute and deliver on or before the
        Closing.

       

      
        	 	 	
                (b)
                  

              	
                Plum
                  will deliver to Seller:

              


      

      


      (i) certificates
        in the names of the individual members of Seller, as set forth in Exhibit
        2,
        representing an aggregate three million shares of GoldSpring, Inc. common
        stock;


      


      (ii) the
        Note
        in the form attached to this Agreement as Exhibit 3 duly executed by Plum;
        

      


      (iii) a
        certificate executed by Plum to the effect that, except as otherwise stated
        in
        such certificate, each of Plum's representations and warranties in this
        Agreement was accurate in all respects as of the date of this Agreement and
        is
        accurate in all respects as of the Closing Date as if made on the Closing
        Date;
        and

      


      (iv) all
        other
        documents which Plum is obligated to execute and deliver on or before the
        Closing.

      


      3.  Covenants,
        Representations and Warranties. Seller
        covenants, represents and warrants to Plum as follows and acknowledges that
        Plum
        is relying upon the following covenants, representations and warranties in
        connection with its purchase of the Property:

      


      3.1  Organization
        and Good Standing.

      


      Seller
        is
        a limited liability company duly organized, validly existing, and in good
        standing under the laws of the State of New York and has full power and
        authority to conduct its business as it is now being conducted, to own or
        use
        the properties and assets that it purports to own or use, and to perform
        all of
        its obligations under this Agreement and the Applicable Contracts. Seller
        is
        duly qualified to do business as a foreign limited liability company and
        is in
        good standing under the laws of each state or other jurisdiction in which
        either
        the ownership or use of the properties owned or used by it, or the nature
        of the
        activities conducted by it, requires such qualification.

      


      3.2  Authority;
        No Conflict.

      


      (a) This
        Agreement constitutes the legal, valid, and binding obligation of Seller,
        enforceable against Seller in accordance with its terms. Upon the execution
        and
        delivery by Seller of the written assurances as Plum reasonably requests
        that
        Seller execute and deliver (the “Seller’s Closing Documents”), the Seller’s
        Closing Documents will constitute the legal, valid, and binding obligations
        of
        Seller, enforceable against Seller in accordance with their respective terms.
        Seller has the absolute and unrestricted right, power, authority, and capacity
        to execute and deliver this Agreement and the Seller’s Closing Documents and to
        perform their obligations under this Agreement and the Seller’s Closing
        Documents. Each of this Agreement and the Seller’s Closing Documents required to
        be delivered by the Seller at Closing has been duly authorized by the Seller.
        

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      (b) Neither
        the execution and delivery of this Agreement nor the consummation or performance
        of any of the Contemplated Transactions will, directly or indirectly (with
        or
        without notice or lapse of time):

      


      (i) contravene,
        conflict with, or result in a violation of, or give any governmental body
        or
        other Person the right to challenge any of the Contemplated Transactions
        or to
        exercise any remedy or obtain any relief under, any Legal Requirement or
        any
        order to which Seller, or any of the assets owned or used by Seller, may
        be
        subject;

      


      (ii) contravene,
        conflict with, or result in a violation of any of the terms or requirements
        of,
        or give any governmental body the right to revoke, withdraw, suspend, cancel,
        terminate, or modify, any Governmental Authorization that is held by Seller
        or
        that otherwise relates to the business of, or any of the assets owned or
        used
        by, a Seller;

      


      (iii) cause
        Plum or Seller to become subject to, or to become liable for the payment
        of, any
        Tax;

      


      (iv) cause
        any
        of the assets owned by the Seller to be reassessed or revalued by any taxing
        authority or other governmental body;

      


      (v) contravene,
        conflict with, or result in a violation or breach of any provision of, or
        give
        any Person the right to declare a default or exercise any remedy under, or
        to
        accelerate the maturity or performance of, or to cancel, terminate, or modify,
        any Applicable Contract; or

      


      (vi) result
        in
        the imposition or creation of any encumbrance upon or with respect to any
        of the
        assets owned or used by Seller.

      


      Seller
        is
        not or will not be required to give any notice to or obtain any approval
        or
        consent from any Person or file with any governmental entity, regulatory
        body,
        court or other Person in connection with the execution, delivery or performance
        of this Agreement or the consummation or performance of any of the Contemplated
        Transactions.

      


      3.3  Title
        to Properties; Encumbrances.
        Exhibit
        1 contains a complete and accurate list of all agreements, assets, contracts,
        interests, instruments, properties and rights included in the Property, and
        Seller has delivered or made available to Plum copies of all documents
        instruments and writings relating to such matters. Seller covenants, represents
        and warrants that Seller has good and marketable title to all of the assets
        described in Exhibit 1 free and clear of any claims, encumbrances, liens
        or
        security interests.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      Seller
        covenants, represents and warrants, which covenants, representations and
        warranties shall survive termination of this Agreement, that the Applicable
        Contracts for any lands, mineral rights, patented mining claims, unpatented
        mining claims or water rights which comprise part of the Property are valid
        and
        in full force and effect and that Seller is not aware of any act or omission,
        nor has Seller received notice from any third party of any act or omission,
        which would constitute a breach, default or violation of such Applicable
        Contracts, and that such Applicable Contracts are free and clear of all claim,
        encumbrances and liens.

      


      On
        or
        before the Closing, Seller shall cause the claimant or holder of any claim,
        encumbrance, lien or security interest to execute and deliver a discharge,
        release and waiver of any such claim, encumbrance, lien or security interest
        in
        form acceptable to Plum such that each claim, encumbrance, lien or security
        interest shall have been fully released and terminated.

      


      3.4  Compliance
        With Legal Requirements; Governmental Authorizations.

      


      (a) Seller
        has not received, at any time since February 14, 2003, any notice or other
        communication (whether oral or written) from any governmental body or any
        other
        Person regarding (A) any actual, alleged, possible, or potential violation
        of,
        or failure to comply with, any Legal Requirement related to the Property;
        or (B)
        any actual, alleged, possible, or potential obligation on the part of Seller
        to
        undertake, or to bear all or any portion of the cost of, any remedial action
        of
        any nature related to the Property.

      


      3.5  Legal
        Proceedings; Orders.

      


      
        	 	 	
                (a)

              	
                There
                  is no pending Proceeding:

              


      

      


      (i) that
        has
        been commenced by or against Seller that relates to the Property;
        or

      


      (ii) that
        challenges, or that may have the effect of preventing, delaying, making illegal,
        or otherwise interfering with, any of the Contemplated
        Transactions.

      


      To
        the
        Knowledge of Seller (1) no such Proceeding has been Threatened; and (2) no
        event
        has occurred or circumstance exists that may give rise to or serve as a basis
        for the commencement of any such Proceeding. 

      


      
        	 	 	
                (b)

              	
                There
                  is no order related to the Property to which Seller is
                  subject;

              


      

      


      


      (i) Seller
        is, and at all times since February 14, 2003 has been, in full compliance
        with
        all of the terms and requirements of each order related to the Property to
        which
        Seller is or has been subject;

      


      (ii) no
        event
        has occurred or circumstance exists that may constitute or result in (with
        or
        without notice or lapse of time) a violation of or failure to comply with
        any
        term or requirement of any order related to the Property to which Plum is
        subject; and

      


      (iii) Seller
        has not received, at any time since February 14, 2003, any notice or other
        communication (whether oral or written) from any governmental body or any
        other
        Person regarding any actual, alleged, possible, or potential violation of,
        or
        failure to comply with, any term or requirement of any order related to the
        Property to which Seller is or has been subject.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      3.6  Contracts;
        No Defaults.

      


      (a) Exhibit
        1
        contains a complete and accurate list, and Seller has delivered to Plum true
        and
        complete copies, of:

       

      (i) each
        lease, rental or occupancy agreement, license, royalty, installment and
        conditional sale agreement, and other Applicable Contract affecting the
        ownership of, leasing of, title to, use of, or any leasehold or other interest
        in, any of the Property;

      


      (ii) each
        Applicable Contract containing covenants that in any way presently or
        prospectively purport to restrict or materially adversely affect the business
        activity or financial position of Plum or any Affiliate of Plum with respect
        to
        the Property or limit the freedom of Plum or any Affiliate of Plum to engage
        in
        any line of business or to compete with any Person with respect to the
        Property

      


      (iii) each
        amendment, supplement, and modification (whether oral or written) in respect
        of
        any of the foregoing; and

      


      (xv) each
        Applicable Contract which expires or may expire, if the same is renewed or
        extended at the unilateral opinion of any other person, more than one year
        after
        the date hereof. 

      


      Exhibit
        1
        states reasonably complete details concerning such Contracts, including the
        parties to the Contracts, the amount of the remaining commitment under the
        Contracts and Seller’s office where details relating to the Contracts are
        located.

      


      
        	 	 	
                (b)

              	
                Except
                  as stated in Exhibit 1:

              


      

      


      (i) Plum
        has
        not acquired any rights under, and Plum has not or may not become subject
        to any
        obligation or liability under, any Contract that relates to the business
        of, or
        any of the assets owned or used by, Seller; and

      


      (ii) no
        manager, member, officer, director, agent, employee, consultant, or contractor
        of Plum is bound by any Contract that purports to limit the ability of such
        officer, director, agent, employee, consultant, or contractor to (A) engage
        in
        or continue any conduct, activity, or practice relating to the business of
        Seller; or (B) assign to Seller or to any other Person any rights to any
        invention, improvement, or discovery.

      


      (c) Except
        as
        stated in Exhibit 1, each Contract identified or required to be identified
        by
        Seller is in full force and effect and is valid and enforceable in accordance
        with its terms.

      


      (d) Except
        as
        stated in Exhibit 1:

      


      (i) Seller
        is, and at all times since February 14, 2003 has been, in full compliance
        with
        all applicable terms and requirements of each Contract related to the Property
        under which Seller has been or had any obligation or liability;

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      (ii) each
        other Person that has or had any obligation or liability under any Contract
        related to the Property under which Seller has or had any rights is, and
        at all
        times since February 14, 2003 has been, in full compliance with all applicable
        terms and requirements of such Contract;

      


      (iii) no
        event
        has occurred or circumstance exists that (with or without notice or lapse
        of
        time) may contravene, conflict with, or result in a violation or breach of,
        or
        give Plum or any other Person the right to declare a default or exercise
        any
        remedy under, or to accelerate the maturity or performance of, or to cancel,
        terminate, or modify, any Applicable Contract; and

      


      (iv) Seller
        has not given to or received from any other Person, at any time since February
        14, 2003, any notice or other communication (whether oral or written) regarding
        any actual, alleged, possible, or potential violation or breach of, or default
        under, any Contract related to the Property.

      


      3.7  Insurance.

      


      
        	 	 	
                (a)

              	
                Seller
                  has delivered to Plum:

              


      

      


      (i) true
        and
        complete copies of all policies of insurance related to the Property to which
        Seller is a party; and

      


      (ii) true
        and
        complete copies of all pending applications for policies of insurance related
        to
        the Property; and

      


      (iii) All
        policies to which Seller is a party that provide coverage on the Property;
        


      
           

          (A)
            are
            valid, outstanding, and enforceable;

        

      

      


      (B) are
        issued by a responsible insurer that is financially sound and
        reputable;

      


      (C) taken
        together, provide adequate insurance coverage for the Property and for all
        risks
        to which Seller is normally exposed with respect to the Property and no other
        insurance is necessary to the conduct of the business or would be considered
        desirable by a prudent Person operating a business similar to the Seller’s
        business;

      


      (D) are
        sufficient for compliance with all Legal Requirements and Contracts related
        to
        the Property to which any of Seller is a party or by which it is
        bound;

      


      (iv) Seller
        has not received (A) any refusal of coverage for the Property; or (B) any
        notice
        of cancellation or any other indication that any insurance policy related
        to the
        Property is no longer in full force or effect or will not be renewed or that
        the
        issuer of any policy is not willing or able to perform its
        obligations;

      


      (v) Seller
        has paid all premiums due, and has otherwise performed all of Seller’s
        obligations, under each policy that provides coverage for the
        Property;

      


      (vi) Seller
        has given notice to the insurer of all claims that may be insured.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

      3.8  Environmental
        Matters. 

       

      (a) Seller
        is, and at all times has been, in full compliance with, and have not been
        and
        are not in violation of or liable under, any Environmental Law. Seller has
        no
        basis to expect, nor has Seller, or any Person for whose conduct Seller is
        or
        may be held to be responsible received, any actual or Threatened order, notice,
        or other communication related to the Property from (i) any governmental
        body or
        private citizen acting in the public interest, or (ii) the current or prior
        owner or operator of any Facilities, of any actual or potential violation
        or
        failure to comply with any Environmental Law, or of any actual or Threatened
        obligation to undertake or bear the cost of any Environmental, Health, and
        Safety Liabilities with respect to any of the Property, or with respect to
        any
        property at or to which Hazardous Materials were generated, manufactured,
        refined, transferred, imported, used, or processed by Seller or any other
        Person
        for whose conduct Seller is or may be held responsible, or from which Hazardous
        Materials have been transported, treated, stored, handled, transferred,
        disposed, recycled, or received.

      


      (b) There
        are
        no pending or, to the Knowledge of Seller, Threatened claims, encumbrances,
        or
        other restrictions of any nature, resulting from any Environmental, Health,
        and
        Safety Liabilities or arising under or pursuant to any Environmental Law,
        with
        respect to or affecting any of the Property.

      


      (c) Seller
        has no basis to expect, nor has Seller or any other Person for whose conduct
        Seller is or may be held responsible, received, any citation, directive,
        inquiry, notice, order, summons, warning, or other communication that relates
        to
        Hazardous Activity, Hazardous Materials, or any alleged, actual, or potential
        violation or failure to comply with any Environmental Law, or of any alleged,
        actual, or potential obligation to undertake or bear the cost of any
        Environmental, Health, and Safety Liabilities with respect to any of the
        Property, or with respect to any property or facility to which Hazardous
        Materials generated, manufactured, refined, transferred, imported, used or
        processed by Seller or any other Person for whose conduct Seller is or may
        be
        held responsible, have been transported, treated, stored, handled, transferred,
        disposed, recycled, or received.

      


      (d) Seller,
        or any other Person for whose conduct Seller is or may be held responsible,
        has
        no Environmental, Health, and Safety Liabilities with respect to the Property
        or
        with respect to any other properties and assets (whether real, personal or
        mixed) comprising the Property in which Seller (or any predecessor) has or
        had
        an interest, or at any property geologically or hydrologically adjoining
        the
        Property.

      


      (e) There
        are
        no Hazardous Materials present on or in the Environment on the Property,
        including any Hazardous Materials contained in barrels, above or underground
        storage tanks, landfills, land deposits, dumps, equipment (whether moveable
        or
        fixed) or other containers, either temporary or permanent, and deposited
        or
        located in land, water, sumps, or any other part of the Property or such
        adjoining property, or incorporated into any structure therein or thereon.
        Neither Seller, nor any other Person for whose conduct Seller is or may be
        held
        responsible, has permitted or conducted, or is aware of, any Hazardous Activity
        conducted with respect to the Property or any other properties or assets
        (whether real, personal, or mixed) in which Seller has or had an interest
        except
        in full compliance with all applicable Environmental Laws.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      (f) There
        has
        been no Release or, to the Knowledge of Seller, Threat of Release, of any
        Hazardous Materials on the Property, or any geologically or hydrologically
        adjoining property, whether by Seller or any other Person.

      


      (g) Seller
        has delivered to Plum true and complete copies and results of any reports,
        studies, analyses, tests, or monitoring possessed or initiated by Seller
        pertaining to Hazardous Materials or Hazardous Activities on the Property,
        or
        concerning compliance by Seller or any other Person for whose conduct Seller
        is
        or may be held responsible, with Environmental Laws.

      


      3.9  Disclosure.

      


      (a) No
        representation or warranty of Seller in this Agreement and no statement in
        this
        Agreement and the Exhibits omits to state a material fact necessary to make
        the
        statements herein or therein, in light of the circumstances in which they
        were
        made, not misleading.

      


      (b) No
        notice
        given pursuant to Section 5.5 will contain any untrue statement or omit to
        state
        a material fact necessary to make the statements therein or in this Agreement,
        in light of the circumstances in which they were made, not
        misleading.

       

      3.10  Brokers
        or Finders.
        Seller
        and their agents have incurred no obligation or liability, contingent or
        otherwise, for brokerage or finders' fees or agents' commissions or other
        similar payment in connection with this Agreement.

      


      


      4.  Representations
        and Warranties of Plum.
        Plum
        represents and warrants to Seller as follows and acknowledges that the Seller
        is
        relying upon the following representations and warranties in connection with
        its
        purchase of the Property:

      


      4.1  Organization
        and Good Standing.
        Plum is
        a limited liability company duly organized, validly existing, and in good
        standing under the laws of the state of Nevada, with full corporate power
        and
        authority to conduct its business as it is now being conducted, to own or
        use
        the properties and assets that it purports to own or use.

       

      4.2  Authority;
        No Conflict.

      


      (a) This
        Agreement constitutes the legal, valid, and binding obligation of Plum
        enforceable against it in accordance with its terms. Upon the execution and
        delivery by Plum of the instruments which Plum is obligated to execute and
        deliver on or before the Closing (collectively, "Plum's Closing Documents"),
        Plum's Closing Documents will constitute the legal, valid, and binding
        obligations of Plum, enforceable against Plum in accordance with their
        respective terms. Plum has the absolute and unrestricted right, power, and
        authority to execute and deliver this Agreement and Plum's Closing Documents
        and
        to perform its obligations under this Agreement and Plum's Closing
        Documents.

      


      (b) Neither
        the execution and delivery of this Agreement by Plum, nor the consummation
        or
        performance of any of the Contemplated Transactions by Plum will give any
        Person
        the right to prevent, delay, or otherwise interfere with any of the Contemplated
        Transactions pursuant to:

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      (i) any
        provision of the Organizational Documents of Plum;

      


      (ii) any
        resolution adopted by the board of directors or the members of Plum;


      


      (iii) any
        Legal
        Requirement or order to which Plum may be subject; or

      


      (iv) any
        Contract to which Plum is a party or by which it may be bound.

      


      Plum
        is
        not or will not be required to obtain any consent from any Person in connection
        with the execution and delivery of this Agreement or the consummation or
        performance of any of the Contemplated Transactions.

      


      4.3  Certain
        Proceedings.
        There is
        no pending Proceeding that has been commenced against Plum and that challenges,
        or may have the effect of preventing, delaying, making illegal, or otherwise
        interfering with, any of the Contemplated Transactions. To Plum's Knowledge,
        no
        such Proceeding has been Threatened.

      


      4.4  Brokers
        or Finders.
        Plum and
        its officers and agents have incurred no obligation or liability, contingent
        or
        otherwise, for brokerage or finders' fees or agents' commissions or other
        similar payment in connection with this Agreement and will indemnify and
        hold
        Seller harmless from any such payment alleged to be due by or through Plum
        as a
        result of the action of Plum or its officers or agents.

      


      5.  Covenants
        of Seller Before Closing Date.

      


      5.1  Due
        Diligence Access and Investigation.
        Between
        the date of this Agreement and the Closing Date, Seller will, and will cause
        its
        Representatives to: (a) afford Plum and its Representatives and prospective
        lenders and their Representatives (collectively, "Plum's Advisors") full
        and
        free access to the Property and any related contracts, books and records,
        and
        other documents and data; (b) furnish Plum and Plum's Advisors with copies
        of
        all such contracts, books and records, and other existing documents and data
        as
        Plum may reasonably request; and (c) furnish Plum and Plum's Advisors with
        such
        additional financial, operating, and other data and information as Plum may
        reasonably request. No investigation made by Plum or the Plum advisers shall
        affect Plum’s right to rely on any representation or warranty made by the Seller
        in this Agreement or in any agreement contemplated in this Agreement or derogate
        from the Seller’s acknowledgment of such reliance in Section 3.

      


      5.2  Required
        Approvals.
        As
        promptly as practicable after the date of this Agreement, Seller will make
        all
        filings required by Legal Requirements to be made by Seller in order to
        consummate the Contemplated Transactions. Between the date of this Agreement
        and
        the Closing Date, Seller will (a) cooperate with Plum with respect to all
        filings that Plum elects to make or is required by Legal Requirements to
        make in
        connection with the Contemplated Transactions.

      


      5.3  Notification.
        Between
        the date of this Agreement and the Closing Date, Seller will promptly notify
        Plum in writing if Seller becomes aware of any fact or condition that causes
        or
        constitutes a Breach of any of Seller’s representations and warranties as of the
        date of this Agreement, or if Seller becomes aware of the occurrence after
        the
        date of this Agreement of any fact or condition that would (except as expressly
        contemplated by this Agreement) cause or constitute a Breach of any such
        representation or warranty had such representation or warranty been made
        as of
        the time of occurrence or discovery of such fact or condition. During the
        same
        period, Seller will promptly notify Plum of the occurrence of any Breach
        of any
        covenant of Seller in this Section 5 or of the occurrence of any event that
        may
        make the satisfaction of the conditions in Section 7 impossible or
        unlikely.

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

      

      5.4  No
        Negotiation.
        Seller
        represents and warrants that Seller is not presently negotiating with any
        other
        party for the sale of the Property, and that Seller has not entered into
        any
        agreement or understanding, whether binding or not, relative to Plum or the
        Assets, except the Letter Agreement and this Agreement. Until such time this
        Agreement is terminated pursuant to Section 9, Seller will not, and will
        cause
        each of their Representatives not to, directly or indirectly solicit, initiate,
        or encourage any inquiries or proposals from, discuss or negotiate with,
        provide
        any non-public information to, or consider the merits of any unsolicited
        inquiries or proposals from, any Person (other than Plum) relating to any
        transaction involving the sale of the Property, or any merger, consolidation,
        business combination, or similar transaction involving the Property. Seller
        covenants that Seller will inform Plum promptly of any inquiries received
        by
        Seller from any third party concerning any proposed transaction within the
        scope
        of this Section 5.5.

      


      5.5  Best
        Efforts.
        Between
        the date of this Agreement and the Closing Date, Seller will use Seller’s Best
        Efforts to cause the conditions in Sections 7 and 8 to be
        satisfied.

      


      6.  Covenants
        of Plum Before Closing Date.

      


      6.1  Approvals
        of Governmental Bodies.
        As
        promptly as practicable after the date of this Agreement, Plum will, and
        will
        cause each of its related persons to, make all filings required by Legal
        Requirements to be made by them to consummate the Contemplated Transactions.
        Between the date of this Agreement and the Closing Date, Plum will, and will
        cause each related person to, cooperate with Seller with respect to all filings
        that Seller is required by Legal Requirements to make in connection with
        the
        Contemplated Transactions, provided that this Agreement will not require
        Plum to
        dispose of or make any change in any portion of its business or to incur
        any
        other burden to obtain a Governmental Authorization.

      


      6.2  Best
        Efforts.
        Except
        as stated in the proviso to Section 6.1, between the date of this Agreement
        and
        the Closing Date, Plum will use its Best Efforts to cause the conditions
        in
        Sections 7 and 8 to be satisfied.

      


      7.  Conditions
        Precedent to Plum's Obligation to Close.
        Plum's
        obligation to purchase the Property and to take the other actions required
        to be
        taken by Plum at the Closing is subject to the satisfaction, at or before
        the
        Closing, of each of the following conditions (each of which is acknowledged
        to
        be for the exclusive benefit of Plum and any of which may be waived by Plum,
        in
        whole or in part):

      


      7.1  Accuracy
        of Representations.

      


      (a) All
        of
        Seller’s representations and warranties in this Agreement (considered
        collectively), and each of these representations and warranties (considered
        individually), must have been true and accurate in all material respects
        as of
        the date of this Agreement, and must be true and accurate in all material
        respects as of the Closing Date as if made on the Closing Date.

      


      (b) Each
        of
        Seller’s representations and warranties in Sections 3.9 must have been true and
        accurate in all respects as of the date of this Agreement, and must be true
        and
        accurate in all respects as of the Closing Date as if made on the Closing
        Date,
        without giving effect to any supplement to the Exhibits.

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

         

      

      (c) Plum
        shall have received certificates confirming the foregoing signed for and
        on
        behalf of the Seller by a managing member of the Seller in form and substance
        satisfactory to Plum and Plum’s counsel.

      


      7.2  Seller’s
        Performance.

      


      (a) All
        of
        the covenants and obligations that Seller is required to perform or to comply
        with pursuant to this Agreement at or before the Closing (considered
        collectively), and each of these covenants and obligations (considered
        individually), must have been duly performed and complied with in all material
        respects.

       

      (b) Each
        document required to be delivered pursuant to Section 2.4 must have been
        delivered, and each of the other covenants and obligations in Sections
        5.3 and
        5.6 must
        have
        been performed and complied with in all respects.

      


      (c) Plum
        shall have received certificates confirming the foregoing signed for and
        on
        behalf of the Seller by a managing member of Seller in form and substance
        satisfactory to Plum and Plum’s counsel.

      


      7.3  Consents.
        Each of
        the consents identified in this Agreement must have been obtained and must
        be in
        full force and effect.

      


      7.4  Due
        Diligence. Seller
        shall have permitted Plum and its representatives to have conducted such
        due
        diligence investigations of the Property, including title to the Property,
        as
        Plum shall have considered necessary or advisable and Plum shall be satisfied
        from its due diligence investigation of the Property on or before August
        31,
        2005. 

       

      7.5  No
        Transactions.
        From the
        date of the Letter Agreement to and including the Closing Date, Seller shall
        not
        have effected or taken any steps to effect any transaction or action involving
        the Property out of the ordinary course of business without Plum’s prior written
        consent.

      


      7.6  No
        Proceedings.
        Since
        the date of this Agreement, there must not have been commenced or threatened
        against Seller, or against any Person affiliated with Seller, or against
        any
        person affiliated with Seller, any Proceeding (a) involving any challenge
        to, or
        seeking damages or other relief in connection with, any of the Contemplated
        Transactions; or (b) that may have the effect of preventing, delaying, making
        illegal, or otherwise interfering with any of the Contemplated
        Transactions.

      


      7.7  No
        Prohibition.
        Neither
        the consummation nor the performance of any of the Contemplated Transactions
        will, directly or indirectly (with or without notice or lapse of time),
        materially contravene, or conflict with, or result in a material violation
        of,
        or cause Plum or any Person affiliated with Plum to suffer any material adverse
        consequence under (a) any applicable Legal Requirement or order; or (b) any
        Legal Requirement or order that has been published, introduced, or otherwise
        proposed by or before any governmental body.

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

         

      

      8.  Conditions
        Precedent to Seller’s Obligation to Close.
        Seller’s obligation to sell the Property and to take the other actions required
        to be taken by Seller at the Closing is subject to the satisfaction, at or
        before the Closing, of each of the following conditions (any of which may
        be
        waived by Seller, in whole or in part):

      


      8.1  Accuracy
        of Representations.
        All of
        Plum's representations and warranties in this Agreement (considered
        collectively), and each of these representations and warranties (considered
        individually), must have been true and accurate in all material respects
        as of
        the date of this Agreement and must be true and accurate in all material
        respects as of the Closing Date as if made on the Closing Date.

      


      8.2  Plum’s
        Performance. 

      


      (a) All
        of
        the covenants and obligations that Plum is required to perform or to comply
        with
        pursuant to this Agreement at or before the Closing (considered collectively),
        and each of these covenants and obligations (considered individually), must
        have
        been performed and complied with in all material respects.

      


      (b) Plum
        must
        have delivered each of the documents required to be delivered by Plum pursuant
        to Section 2.4 and delivered the share certificates required to be delivered
        by
        Plum pursuant to Section 2.2(b).

      


      8.3  No
        Injunction.
        There
        must not be in effect any Legal Requirement or any injunction or other order
        that (a) prohibits the sale of the Property by Seller to Plum; and (b) has
        been
        adopted or issued, or has otherwise become effective, since the date of this
        Agreement.

      


      9.  Termination.

      


      9.1  Termination
        Events.
        This
        Agreement may, by notice given before or at the Closing, be
        terminated:

      


      (a) by
        Plum,
        in its sole and exclusive discretion, at any time before expiration of the
        Due
        Diligence Period;

      


      (b) by
        either
        Plum or Seller if a material Breach of any provision of this Agreement has
        been
        committed by the other party and such Breach has not been waived;

      


      (c)
         (i)
        by
        Plum if any of the conditions in Section 7 has not been satisfied as of the
        Closing Date or if satisfaction of such a condition is or becomes impossible
        (other than through the failure of Plum to comply with its obligations under
        this Agreement) and Plum has not waived such condition on or before the Closing
        Date; or (ii) by Seller, if any of the conditions in Section 8 has not been
        satisfied of the Closing Date or if satisfaction of such a condition is or
        becomes impossible (other than through the failure of Seller to comply with
        their obligations under this Agreement) and Seller has not waived such condition
        on or before the Closing Date;

      


      (d)
         by
        mutual
        consent of Plum and Seller; or

      


      (e) by
        either
        Plum or Seller if the Closing has not occurred (other than through the failure
        of any party seeking to terminate this Agreement to comply fully with its
        obligations under this Agreement) on or before December 31, 2005, or such
        later
        date as the parties may agree upon.

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

         

      

      9.2  Effect
        of Termination.
        Each
        party's right of termination under Section
        9.1 is in addition to any other rights it may have under this Agreement or
        otherwise, and the exercise of a right of termination will not be an election
        of
        remedies. If this Agreement is terminated pursuant to Section
        9.1, all further obligations of the parties under this Agreement will terminate,
        except that the obligations in Sections 10.1 and 10.3 will survive; provided,
        however, that if this Agreement is terminated by a party because of the Breach
        of the Agreement by the other party or because one or more of the conditions
        to
        the terminating party's obligations under this Agreement is not satisfied
        as a
        result of the other party's failure to comply with its obligations under
        this
        Agreement, the terminating party's right to pursue all legal remedies will
        survive such termination unimpaired.

      


      10.  Indemnification;
        Remedies.

      


      10.1  Survival;
        Right to Indemnification Not Affected by Knowledge.
        All
        representations, warranties, covenants, and obligations in this Agreement,
        the
        certificate delivered pursuant to Section 2.4(a), and any other certificate
        or
        document delivered pursuant to this Agreement will survive the Closing. The
        right to indemnification, payment of Damages or other remedy based on such
        representations, warranties, covenants, and obligations will not be affected
        by
        any investigation conducted with respect to, or any Knowledge acquired (or
        capable of being acquired) at any time, whether before or after the execution
        and delivery of this Agreement or the Closing Date, with respect to the accuracy
        or inaccuracy of or compliance with, any such representation, warranty,
        covenant, or obligation. The waiver of any condition based on the accuracy
        of
        any representation or warranty, or on the performance of or compliance with
        any
        covenant or obligation, will not affect the right to indemnification, payment
        of
        Damages, or other remedy based on such representations, warranties, covenants,
        and obligations.

      


      10.2  Indemnification
        and Payment of Damages by Seller.
        Seller
        will defend, indemnify and hold harmless Plum, and Plum’s respective past or
        present Representatives, stockholders, controlling persons, and affiliates
        (collectively, the "Indemnified Persons") for, and will pay to the Indemnified
        Persons the amount of, any loss, liability, claim, damage (including incidental
        and consequential damages), expense (including costs of investigation and
        defense and reasonable attorneys' fees) or diminution of value, whether or
        not
        involving a third-party claim (collectively, "Damages"), arising, directly
        or
        indirectly, from or in connection with:

      


      (a) any
        Breach of any representation or warranty made by Seller in this Agreement
        (without giving effect to any supplement to the Exhibits) or any other
        certificate or document delivered by Seller pursuant to this
        Agreement;

      


      (b) any
        Breach of any representation or warranty made by Seller in this Agreement
        as if
        such representation or warranty were made on and as of the Closing Date,
        other
        than any such Breach that is disclosed by Seller to Plum in a pre-closing
        notice, is expressly identified in the certificate delivered pursuant to
        Section
        2.4(a) as having caused the condition specified in Section 7 not to be satisfied
        and is expressly waived in writing by Plum;

      


      (c) any
        Breach by Seller of any covenant or obligation of Seller in this Agreement;
        or



      
        
          
          

        

        
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      (d) any
        claim
        by any Person for brokerage or finder's fees or commissions or similar payments
        based upon any agreement or understanding alleged to have been made by any
        such
        Person with Seller or (or any Person acting on Seller’s behalf) in connection
        with any of the Contemplated Transactions.

       

      Plum
        shall have the right to credit and setoff against the Purchase Price and
        any
        payments due under the Note any and all of the Damages, as and when incurred,
        which Plum incurs as a result of any Breach by Seller under this Agreement.
        The
        remedies provided in this Section 10.3 will not be exclusive of or limit
        any
        other remedies that may be available to Plum or the other Indemnified
        Persons.

      


      10.3  Indemnification
        and Payment of Damages by Seller - Environmental Matters. In
        addition to the provisions of Section 10.2 Seller, will indemnify and hold
        harmless Plum and the other Indemnified Persons for, and will pay to Plum
        and
        the other Indemnified Persons the amount of, any Damages (including costs
        of
        cleanup, containment, or other remediation) arising, directly or indirectly,
        from or in connection with:

      


      any
        Environmental, Health, and Safety Liabilities arising out of or relating
        to: (A)
        the ownership or condition at any time on or before the Closing Date of the
        Property; or (B) any Hazardous Materials or other contaminants that were
        present
        at the Property at any time on or before the Closing Date; or

      


      Plum
        will
        be entitled to control any Cleanup, any related Proceeding, and, except as
        provided in the following sentence, any other Proceeding with respect to
        which
        indemnity may be sought under this Section 10.3. The procedure described
        in
        Section 10.5 will apply to any claim solely for monetary damages relating
        to a
        matter covered by this Section 10.3.

      


      10.4  Indemnification
        and Payment of Damages by Plum. Plum
        will
        indemnify and hold harmless Seller, and will pay to Seller the amount of
        any
        Damages arising, directly or indirectly, from or in connection with (a) any
        Breach of any representation or warranty made by Plum in this Agreement or
        in
        any certificate delivered by Plum pursuant to this Agreement; (b) any Breach
        by
        Plum of any covenant or obligation of Plum in this Agreement; or (c) any
        claim
        by any Person for brokerage or finder's fees or commissions or similar payments
        based upon any agreement or understanding alleged to have been made by such
        Person with Plum (or any Person acting on its behalf) in connection with
        any of
        the Contemplated Transactions.

      


      10.5  Procedure
        For Indemnification-Third Party Claims. 

      


      (a) Promptly
        after receipt by an indemnified party under Section 10.2, 10.4, or (to the
        extent provided in the last sentence of Section 10.3) Section 10.3 of notice
        of
        the commencement of any Proceeding against it, such indemnified party will,
        if a
        claim is to be made against an indemnifying party under such Section, give
        notice to the indemnifying party of the commencement of such claim, but the
        failure to notify the indemnifying party will not relieve the indemnifying
        party
        of any liability that it may have to any indemnified party, except to the
        extent
        that the indemnifying party demonstrates that the defense of such action
        is
        prejudiced by the indemnifying party's failure to give such notice.

      


      (b) If
        any
        Proceeding referred to in Section 10.5(a) is brought against an indemnified
        party and it gives notice to the indemnifying party of the commencement of
        such
        Proceeding, the indemnifying party will, unless the claim involves Taxes,
        be
        entitled to participate in such Proceeding and, to the extent that it wishes
        (unless (i) the indemnifying party is also a party to such Proceeding and
        the
        indemnified party determines in good faith that joint representation would
        be
        inappropriate; or (ii) the indemnifying party fails to provide reasonable
        assurance to the indemnified party of its financial capacity to defend such
        Proceeding and provide indemnification with respect to such Proceeding),
        to
        assume the defense of such Proceeding with counsel satisfactory to the
        indemnified party and, after notice from the indemnifying party to the
        indemnified party of its election to assume the defense of such Proceeding,
        the
        indemnifying party will not, as long as it diligently conducts such defense,
        be
        liable to the indemnified party under this Section
        10 for any fees of other counsel or any other expenses with respect to the
        defense of such Proceeding, in each case subsequently incurred by the
        indemnified party in connection with the defense of such Proceeding, other
        than
        reasonable costs of investigation. If the indemnifying party assumes the
        defense
        of a Proceeding (i) it will be conclusively established for purposes of this
        Agreement that the claims made in that Proceeding are within the scope of
        and
        subject to indemnification; (ii) no compromise or settlement of such claims
        may
        be effected by the indemnifying party without the indemnified party's consent
        unless (A) there is no finding or admission of any violation of Legal
        Requirements or any violation of the rights of any Person and no effect on
        any
        other claims that may be made against the indemnified party, and (B) the
        sole
        relief provided is monetary damages that are paid in full by the indemnifying
        party; and (iii) the indemnified party will have no liability with respect
        to
        any compromise or settlement of such claims effected without its consent.
        If
        notice is given to an indemnifying party of the commencement of any Proceeding
        and the indemnifying party does not, within ten days after the indemnified
        party's notice is given, give notice to the indemnified party of its election
        to
        assume the defense of such Proceeding, the indemnifying party will be bound
        by
        any determination made in such Proceeding or any compromise or settlement
        effected by the indemnified party.

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

      

      (c) Notwithstanding
        the foregoing, if an indemnified party determines in good faith that there
        is a
        reasonable probability that a Proceeding may adversely affect it or its
        affiliates other than as a result of monetary damages for which it would
        be
        entitled to indemnification under this Agreement, the indemnified party may,
        by
        notice to the indemnifying party, assume the exclusive right to defend,
        compromise, or settle such Proceeding, but the indemnifying party will not
        be
        bound by any determination of a Proceeding so defended or any compromise
        or
        settlement effected without its consent (which may not be unreasonably
        withheld).

      


      (d) Seller
        consents to the non-exclusive jurisdiction of any court in which a Proceeding
        is
        brought against any Indemnified Person for purposes of any claim that an
        Indemnified Person may have under this Agreement with respect to such Proceeding
        or the matters alleged therein, and agrees that process may be served on
        Seller
        with respect to such a claim anywhere in the world.

      


      10.6  Procedure
        For Indemnification-Other Claims.
        A claim
        for indemnification for any matter not involving a third-party claim may
        be
        asserted by notice to the party from whom indemnification is
        sought.

      


      11.  General
        Provisions. 

      


      11.1  Expenses.
        Except
        as otherwise expressly provided in this Agreement, each party to this Agreement
        will bear its respective expenses incurred in connection with the preparation,
        execution, and performance of this Agreement and the Contemplated Transactions,
        including all fees and expenses of agents, representatives, counsel, and
        accountants. In the event of termination of this Agreement, the obligation
        of
        each party to pay its own expenses will be subject to any rights of such
        party
        arising from a breach of this Agreement by another party.

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

      

      11.2  Public
        Announcements.
        Any
        public announcement or similar publicity with respect to this Agreement or
        the
        Contemplated Transactions will be issued, if at all, at such time and in
        such
        manner as Plum determines. Unless consented to by Plum in advance or required
        by
        Legal Requirements, before the Closing Seller shall keep this Agreement strictly
        confidential and may not make any disclosure of this Agreement to any Person.
        

      


      11.3  Confidentiality.
        Between
        the date of this Agreement and the Closing Date, Plum and Seller will maintain
        in confidence, and will cause the advisors, agents, directors, employees,
        managers, members and representatives of Plum and Seller to maintain in
        confidence, and not use to the detriment of another party any written, oral,
        or
        other information obtained in confidence from another party in connection
        with
        this Agreement or the Contemplated Transactions, unless (a) such information
        is
        already known to such party or to others not bound by a duty of confidentiality
        or such information becomes publicly available through no fault of such party;
        (b) the use of such information is necessary or appropriate in making any
        filing
        or obtaining any consent or approval required for the consummation of the
        Contemplated Transactions; or (c) the furnishing or use of such information
        is
        required by or necessary or appropriate in connection with legal proceedings.
        If
        the Contemplated Transactions are not consummated, each party will return
        or
        destroy as much of such written information as the other party may reasonably
        request.

      


      11.4  
        Legends. The
        share
        certificates representing the Goldspring, Inc. common stock issued pursuant
        to
        Section 2.2(b) hereof shall bear the following legend:

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933 (“THE ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM
        IS DEFINED IN RULE 144 UNDER THE ACT.  THE SHARES MAY NOT BE OFFERED
        FOR
        SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
        THE
        ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
        THE
        COMPANY.

      


      11.5  Notices.
        All
        notices, consents, waivers, and other communications under this Agreement
        must
        be in writing and will be deemed to have been duly given when (a) delivered
        by
        hand (with written confirmation of receipt); (b) sent by telecopier (with
        written confirmation of receipt), provided that a copy is mailed by registered
        mail, return receipt requested; or (c) when received by the addressee, if
        sent
        by a nationally recognized overnight delivery service (receipt requested),
        in
        each case to the appropriate addresses and telecopier numbers stated below
        (or
        to such other addresses and telecopier numbers as a party may designate by
        notice to the other parties):

      


      
        	
                 Seller:  

              	 Comstock Gold, LLC	 
	 	 Attn: Don Yeier, Managing
                Director	 
	 	 5 Ithaca Road	 
	 	 Candor, NY 13743	 
	 	 Fax: 607-659-4000	 
	 	 	 
	
                 Plum:

              	 GoldSpring Inc.	 
	 	 Attn: Robert Faber, President and
                CEO	 
	 	 P.O. Box 1118	 
	 	 Virginia City, NV 89440	 
	 	 Fax: 775-847-4762	 
	 	 	 


      

       

      
        
          
          

        

        
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      11.6  Jurisdiction;
        Service of Process.
        Any
        action or proceeding seeking to enforce any provision of, or based on any
        right
        arising out of, this Agreement may be brought against any of the parties
        in the
        courts of the State of Nevada, County of Washoe, or, if it has or can acquire
        jurisdiction, in the United States District Court for the Northern Division
        of
        the District of Nevada, and each of the parties consents to the jurisdiction
        of
        such courts (and of the appropriate appellate courts) in any such action
        or
        proceeding and waives any objection to venue. Process in any action or
        proceeding referred to in the preceding sentence may be served on any party
        anywhere in the world.

      


      11.7  Further
        Assurances.
        The
        parties agree (a) to furnish upon request to each other such further
        information; (b) to execute and deliver to each other such other documents;
        and
        (c) to do such other acts and things, all as the other party may reasonably
        request for the purpose of carrying out the intent of this Agreement and
        the
        documents referred to in this Agreement.

      


      11.8  Waiver.
        The
        rights and remedies of the parties to this Agreement are cumulative and not
        alternative. Neither the failure nor any delay by any party in exercising
        any
        right, power, or privilege under this Agreement or the documents referred
        to in
        this Agreement will operate as a waiver of such right, power, or privilege,
        and
        no single or partial exercise of any such right, power, or privilege will
        preclude any other or further exercise of such right, power, or privilege
        or the
        exercise of any other right, power, or privilege. To the maximum extent
        permitted by applicable law (a) no claim or right arising out of this Agreement
        or the documents referred to in this Agreement can be discharged by one party,
        in whole or in part, by a waiver or renunciation of the claim or right unless
        in
        writing signed by the other party; (b) no waiver that may be given by a party
        will be applicable except in the specific instance for which it is given;
        and
        (c) no notice to or demand on one party will be deemed to be a waiver of
        any
        obligation of such party or of the right of the party giving such notice
        or
        demand to take further action without notice or demand as provided in this
        Agreement or the documents referred to in this Agreement.

      


      11.9  Entire
        Agreement and Modification.
        This
        Agreement supersedes all prior agreements between the parties with respect
        to
        its subject matter (including the Letter Agreement) and constitutes (along
        with
        the documents referred to in this Agreement) a complete and exclusive statement
        of the terms of the agreement between the parties with respect to its subject
        matter. This Agreement may not be amended except by a written agreement executed
        by the party to be charged with the amendment.

      


      11.10  Assignments,
        Successors, and No Third-Party Rights.
        Neither
        party may assign any of its rights under this Agreement without the prior
        consent of the other parties except that Plum may assign any of its rights
        under
        this Agreement to any parent, subsidiary or affiliate company of Plum. Subject
        to the preceding sentence, this Agreement will apply to, be binding in all
        respects upon, and inure to the benefit of the successors and permitted assigns
        of the parties. Nothing expressed or referred to in this Agreement will be
        construed to give any Person other than the parties to this Agreement any
        legal
        or equitable right, remedy, or claim under or with respect to this Agreement
        or
        any provision of this Agreement. This Agreement and all of its provisions
        and
        conditions are for the sole and exclusive benefit of the parties to this
        Agreement and their successors and assigns.

      


      
        
          
          

        

        
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      11.11  Severability.
        If any
        provision of this Agreement is held invalid or unenforceable by any court
        of
        competent jurisdiction, the other provisions of this Agreement will remain
        in
        full force and effect. Any provision of this Agreement held invalid or
        unenforceable only in part or degree will remain in full force and effect
        to the
        extent not held invalid or unenforceable.

      


      11.12  Section
        Headings, Construction.
        The
        headings of Sections in this Agreement are provided for convenience only
        and
        will not affect its construction or interpretation. All references to "Section"
        or "Sections" refer to the corresponding Section or Sections of this Agreement.
        All words used in this Agreement will be construed to be of such gender or
        number as the circumstances require. Unless otherwise expressly provided,
        the
        word "including" does not limit the preceding words or terms.

      


      11.13  Time
        of Essence.
        With
        regard to all dates and time periods stated or referred to in this Agreement,
        time is of the essence.

      


      11.14  Governing
        Law.
        This
        Agreement will be governed by the laws of the State of Nevada without regard
        to
        conflicts of laws principles.

      


      11.15  Counterparts;
        Facsimile.
        This
        Agreement may be executed and delivered in one or more counterparts, including
        counterparts delivered by facsimile, portable document format (PDF), or
        otherwise, each of which shall constitute an original document, and all of
        which
        taken together shall constitute one and the same instrument. A party providing
        its signature buy facsimile, PDF or otherwise shall promptly forward to the
        other party an original of the executed copy of this Agreement which was
        so
        delivered by facsimile or other means.

      


      11.16  Independent
        Representation.
        The
        parties acknowledge that the terms of this Agreement have been negotiated
        by
        Seller and Plum, as represented by their respective counsel, concerning the
        Contemplated Transactions to the end that any and all nonstandard terms and
        previous oral agreements and understandings of the parties have been placed
        in
        this Agreement and reduced to writing. The parties acknowledge that certain
        provisions of this Agreement and the instruments to be executed and delivered
        by
        the parties in accordance with this Agreement may have been drafted by one
        party, but acknowledge that neither this Agreement nor any instrument executed
        by any party in accordance with this Agreement shall be construed for or
        against
        a party by reason of such party’s drafting or participation in the drafting of
        such instrument.

      


      The
        parties have executed and delivered this Agreement effective as of August
        31,
        2005.

      
        	 	 	 	 
	Comstock Gold, LLC
	 	 	The Plum Mining Company,
                LLC
                
	 	 	 	 
	By
                	 	 	By
                
	
                
                  
Don
                  V. Yeier, Managing Director

              	 	 	
                
                  
Robert
                  T. Faber,
                  Manager

              


      

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      Purchase
        Agreement

      Description
        of Exhibits

       

       

      
        	 	Exhibit 1.1	Description of Property
                
	 	 	 	 
	 	Exhibit 1.2	Lease Agreement for the
                Property
                between D.W.C. Resources and Comstock Gold, LLC dated February 14,
                2003
	 	 	 	 
	 	Exhibit 2	Comstock Gold, LLC Member
                List
	 	 	 	 
	 	Exhibit 3	Note
	 	 	 	 


      

      


           

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        1.1

       

      PATENTED
        CLAIMS:

       

      
        	Justice	MS 48	APN 800-001-14
	 	 	 
	Keystone	MS 53	APN 800-001-16
	 	 	 
	Woodville	MS 55	APN 800-001-15
	 	 	 


      

              

      RIGHT
        OF FIRST REFUSAL

       

      In
        addition to the property rights listed above, Seller shall grant Plum a right
        of
        first refusal for all mineral interests owned or leased by Comstock Gold,
        LLC at
        the Closing Date. 

       

      NO
        OTHER MATERIAL CONTACTS

       

      Other
        than the Lease Agreement dated February 14, 2003 between D.W.C. Resources
        and
        Comstock Gold, LLC, there are no other outstanding material contracts related
        to
        the Property.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        2

       

      LIST
        OF
        MEMBERS OF COMSTOCK GOLD, LLC

       

      BREAKDOWN
        OF GOLDSPRING SHARE DISTRIBUTION

       

       

      
        	 Arthur Gillman	 75,000 shares 
	 	 
	 Carl Fielding	 150,000 shares
	 	 
	 Ronald L. Greene	 75,000 shares
	 	 
	 Gary S. Hand	 375,000 shares
	 	 
	 Dr. Joseph Sylvan	 75,000 shares
	 	 
	 Stephen J. Russell	 525,000 shares
	 	 
	 Dr. Donald M. Werner 	 300,000 shares
	 	 
	 Derek V. Yeier	 75,000 shares
	 	 
	 Don V. Yeier	 450,000 shares
	 	 
	 DDC Gold Investors, JV	 900,000 shares
	 	 
	 TOTAL	 3,000,000 SHARES OF GOLDSPRING,
                INC. RESTRICTED COMMON STOCK
	 	 


      

       

       

      
        
          
          

        

        
          26