Unassociated Document


    

      Promissory
        Note

      


      
        	$160,000	 	 	 	 	 	 Gold Hill,
                Nevada
	 	 	 	 	 	 	 August 31,
                2005


      

       

      In
        consideration for the Purchase Agreement dated August 31, 2005 between the
        Plum
        Mining Company, LLC, a Nevada limited liability company (“Maker”), and Comstock
        Gold, LLC, a New York limited liability company (“Holder”), Maker makes this
        Promissory Note (“Note”) and promises to pay to the order of Holder, at 5 Ithaca
        Road, Candor, New York 13743, or at such other place as Holder may from time
        to
        time designate in writing, the principal sum of One Hundred and Sixty Thousand
        Dollars ($160,000), together will all authorized expenditures and additional
        sums provided for under this Note, in lawful money of the United States of
        America, together with interest on so much of the principal sum as is from
        time
        to time outstanding at the rate provided in this Note.

       

      
        	1.  	
                Maturity
                  Date. The
                  unpaid principal balance of this Note and all other payments due
                  under
                  this Note shall be due and payable on or before March 31,
                  2008.

              


      

       

      
        	2.  	
                Interest
                  Rate.
                  No
                  interest shall accrue on the principal balance of this
                  Note.

              


      

       

      
        	3.  	
                Payments.
                  Beginning on December 31, 2005, and on the last day of each succeeding
                  calendar quarter until the principal balance of this Note is paid
                  in full,
                  Maker shall pay to Holder the sum of Sixteen Thousand Dollars ($16,000).
                  Each payment shall be applied to the unpaid principal balance of
                  this
                  Note.

              


      

       

      
        	4.  	
                Default
                  Interest; Late
                  Charges.
                  Any installment of principal not paid within ten (10) business
                  days of the
                  due date shall draw interest from and after such due date at the
                  default
                  rate of interest, which shall be five percent (5%) per annum until
                  paid.
                  If said payment is more than thirty (30) calendar days late, a
                  late fee of
                  five percent of said payment shall
                  apply.

              


      

       

      
        	5.  	
                Prepayment.
                  There shall be no prepayment fee or charge if Maker elects to pay
                  the
                  principal balance due under this
                  Note.

              


      

       

      
        	6.  	
                Events
                  of Default.
                  At
                  the option of the Holder, exercisable in its sole and exclusive
                  discretion, the unpaid principal balance of this Note and all accrued
                  interest on the unpaid principal balance shall become due, payable
                  and
                  collectible, without notice or demand, upon the occurrence at any
                  time of
                  any of the following events, each of which shall be deemed to be
                  an event
                  of default under this Note:

              


      

       

      
        	6.1.  	
                If
                  any sum, whether principal, interest or other charges, due or becoming
                  due
                  pursuant to this Note is not received in full by the Holder within
                  ten
                  (10) business days of the date payment of such sum is due and owing.
                  

              


      

       

      
        	6.2.  	
                Maker’s
                  breach of any agreement, covenant or obligation contained in the
                  Purchase
                  Agreement between Maker and Holder in accordance with which Maker
                  has
                  executed this Note.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	7.  	
                Acceleration.
                  If
                  any installment payment is not paid when due, subject to any applicable
                  grace period, or if there is a default in Maker’s performance of any of
                  the agreements, conditions or covenants of the purchase agreement
                  between
                  Maker and Holder in accordance with which Maker has executed this
                  Note,
                  Holder may declare the entire unpaid principal balance of the Note
                  and
                  accrued interest, if any, due and payable at once without written
                  notice
                  to the Maker. Holder’s failure to exercise its right and option on any
                  default under the instruments described in this section shall not
                  be
                  construed as a waiver to exercise such right and option on any
                  later
                  default or failure by Maker to perform Maker’s obligations. Holder’s right
                  and option expressed in this section shall continue until all Maker’s
                  defaults have been cured.

              


      

       

      
        	8.  	
                Costs
                  of Collection.
                  Maker agrees that if Maker defaults under this Note and if and
                  as often as
                  this Note is placed in the hands of an attorney for collection
                  or to
                  defend or enforce any of Holder’s rights under this Note, Maker shall pay
                  to Holder its reasonable attorney’s fees and all court costs and other
                  expenses incurred in connection to such collection or enforcement
                  actions,
                  regardless of whether a lawsuit is ever commenced or whether, if
                  commenced, the lawsuit proceeds to judgment or
                  not.

              


      

       

      
        	9.  	
                Non-waiver.
                  No
                  delay or omission on Holder’s part in exercising any right or remedy under
                  this Note shall operate as a waiver of such right or remedy or
                  of any
                  other right or remedy under this Note. A waiver on one occasion
                  shall not
                  be construed as a bar to or a waiver of any such right or remedy
                  on any
                  future occasion.

              


      

       

      
        	10.  	
                Notices.
                  Any notice, request, demand, consent, approval or other communication
                  required or permitted to be given by any provision of this Note
                  shall be
                  given in writing and shall be deemed to have been delivered personally
                  or
                  three (3) days after being mailed by certified or registered mail,
                  postage
                  prepaid and return receipt requested, addressed as
                  follows:

              


      

       

       

      
        	
                 Holder:   

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

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


      

                                      

      Or
        at
        such other addresses as any party may from time to time designate by written
        notice to the other party.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	11.  	
                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.

              


      

       

      
        	12.  	
                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.

              


      

       

      
        	13.  	
                Time
                  of Essence.
                  With regard to all dates and time periods stated or referred to
                  in this
                  Agreement, time is of the essence.

              


      

      


      
        	14.  	
                Governing
                  Law.
                  This Agreement will be governed by the laws of the State of Nevada
                  without
                  regard to conflicts of laws
                  principles.

              


      

      


      
        	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.

              


      

       

      Maker
        has
        executed this Note effective the date first written above.

       

      


       

      The
        Plum Mining Company, LLC

      


       

      By
        _________________________________

      Robert
        T.
        Faber, Manager