Preview | Borrower Security Agreement |

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

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

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

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

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

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

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

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

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

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