Preview | Escrow Agreement |

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the Agreement) is entered into and effective as of March ____, 2005, by and among Goldspring, Inc., a Florida corporation, with its principal executive offices at 8585 East Hartford Drive, Suite 400, Scottsdale, AZ 85255 (the Company), the parties identified on the signature page hereto (each, a Recipient and collectively, the Recipients), and Bondy & Schloss LLP (the Escrow Agent). Terms not defined herein shall have the meaning prescribed thereto in the Settlement Agreement executed simultaneously herewith (the Settlement Agreement).

W I T N E S S E T H:

WHEREAS, simultaneously herewith, the Company and the Recipients have entered into the Settlement Agreement, pursuant to which, among other things, the Company has agreed: (i) to issue the Recipients 12% Secured Convertible Debentures of the Company, in the aggregate principal amount of $6,885,184 (the Convertible Debenture), and (ii) to, contemporaneously with the execution of the Settlement Agreement, and issuance of the Convertible Debenture, issue 17,761,067 shares of common stock of the Company (each, a Share, and collectively, the Shares) in exchange for $266,416 (the Conversion Amount) representing certain other payments due to Recipients by Company, which Shares may be put back to the Company for 125% of the Conversion Amount if the Company does not satisfy all or any portion of its registration requirements pursuant to Section 9 of the Subscription Agreement; and

WHEREAS, as further specified in the Put Agreement, if, at the time the Purchasers exercise their right to put the Shares to the Company, the Company does not have an amount of cash, as defined by GAAP, equal to or greater than the 125% of the Conversion Amount, than the Company shall cause the Escrow Agent to deliver to the Purchasers a promissory note in the full amount of 125% of the Conversion Amount (the Note); and

WHEREAS, the Recipients agreed to enter into the Settlement Agreement, and related documents (the Transaction Documents) on the condition that the Company deposit with the Escrow Agent: (i) certificates representing 150% of the amount of shares of common stock of the Company (assuming the conversion of the Convertible Debenture by the Recipients as of the Closing Date, (the Conversion Shares), in order to facilitate the conversion of the Convertible Debenture, and (ii) the Note, in order to facilitate the transactions set forth in the Put Agreement; and

WHEREAS, the Company is ready, willing and able to so deposit the Conversion Shares and Note with the Escrow Agent pursuant to this Agreement.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

1. Deposit of Shares.

(a) In satisfaction of certain of its obligations under the Convertible Debenture, the Company shall deposit with the Escrow Agent one or more certificates representing not less than __________ shares of common stock of the Company, which shall be held in the name of the Company, endorsed or assigned in blank or in favor of the Escrow Agent.

(b) If upon conversion of the Convertible Debenture the number of shares of common stock of the Company that the Recipients are entitled to receive is more than __________, no later than three (3) Business Days after receiving written request therefore from the Escrow Agent, the Company shall deposit with the Escrow Agent certificates representing a number of the shares of its common stock representing the difference between the number of shares of common stock of the Company the Recipients were entitled to receive upon conversion and __________ shares.

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