ISSUANCE OF DEBENTURE. The Company shall immediately on allotment of Debentures in Dematerialized Form, take reasonable steps to credit the beneficiary account of the Beneficial Owner(s) with the Depository Participant as mentioned in the application form, with the number of Debentures allotted within a period of two days from the date of allotment of debentures.

ISSUANCE OF DEBENTURE. On the date hereof, the Company shall issue to the Lender the Amended Debenture in the form of Exhibit A attached hereto. The Amended Debenture shall amend, restate and replace in their entirety the Original Debentures. The Parties hereby acknowledge and agree that the Amended Debenture and February Debenture shall each be treated as issued pursuant to the terms of the Purchase Agreement and each Related Agreement, including, without limitation, the Security Agreement. It is expressly agreed by the Company that the Lender shall be provided the same rights, preferences, privileges, causes of action, security, demands and other benefits under the Purchase Agreement and each Related Agreement with respect to the Amended Debenture and February Debenture as existed with respect to the Original Debentures.

ISSUANCE OF DEBENTURE. The Company agrees to issue Visionary a Debenture in the form and on the terms attached hereto as Exhibit "B" with a total face amount of $552,275.00 and an Issue Date of even date herewith.

ISSUANCE OF DEBENTURE. On the date hereof, the Company shall issue to the Lender the New Debenture in the form of Exhibit A attached hereto, against delivery by the Lender to the Company of $100,000 (the "Loan Proceeds"). The Loan Proceeds shall be used exclusively by the Company for working capital purposes. The Company hereby acknowledges and agrees that the New Debenture shall be treated as issued pursuant to the terms of the Purchase Agreement and each Related Agreement, including, without limitation, the Security Agreement. It is expressly agreed by the Company that the Lender shall be provided the same rights, preferences, privileges, causes of action, security, demands and any and other benefits under the Purchase Agreement and each Related Agreement with respect to the New Debenture as exists with respect to the Debenture (provided, the New Debenture shall not be convertible into Common Stock of the Company). 2. PARTICIPATION RIGHT. Consistent with the terms of the Purchase Agreement and the Related Agreements, the Company acknowledges that the Lender may participate or assign all or a portion of the New Debenture to one or more Persons, each of which shall take the assigned or participated interest with the same rights, preferences, privileges, causes of action, security and demands and other benefits as exist with respect to the Lender. Consistent with this right, the Lender previously entered into a Participation Agreement with Infinity Emerging Opportunities Limited, which assigned its rights thereunder to IEO Holdings Limited ("IEO Holdings"), pursuant to which the Lender participated an interest in a portion of the amount owed under the Debenture. The Company hereby acknowledges that the Lender intends to participate a 50% interest in the New Debenture to IEO Holdings, and hereby consents to such participation.

ISSUANCE OF DEBENTURE. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company shall issue and sell to Investor a debenture (the “Debenture”) in the principal amount of $5,000,000 (the “Principal Amount”) against payment by Investor to the Company of the Principal Amount, which shall be convertible into up to 4,000,000 shares of Common Stock. The Debenture shall be in the form of Exhibit A attached hereto.

ISSUANCE OF DEBENTURE. The Debenture has been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when issued and delivered as provided hereunder against payment in accordance with the terms hereof, shall be valid and binding obligation of the Company enforceable in accordance with its terms. The Company has and at all times while the Debenture is outstanding has and will continue to maintain an adequate reserve of shares of Common Stock to enable it to perform its obligations under this Agreement and the Debenture. When issued in accordance with the terms hereof and the Debenture, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable.

ISSUANCE OF DEBENTURE. The Subscriber agrees to loan the principal amount of Six Million Five Hundred Thousand Canadian Dollars ($6,500,000) to the Corporation, and the Corporation agrees, upon payment of such amount by the Subscriber to the Corporation, to execute and deliver to the Subscriber a debenture (the "Debenture") in the form attached hereto as Schedule 4, together with such amendments as may be agreed upon by the Corporation and the Subscriber.

ISSUANCE OF DEBENTURE. As of even date herewith (the “Closing Date”), GoldSpring will issue to Winfield, one or more of the 12% Secured Convertible Debentures of GoldSpring, in the aggregate principal amount of $6,855,184, in substantially the form attached hereto as Exhibit A (collectively the “Debenture”). The Debenture shall provide for, among other things: (i) An interest rate of 12% per annum (the “Interest”), such Interest to be payable on a monthly basis, on the first day of each month, commencing April 1, 2005; (ii) A conversion price (the “Conversion Price”) equal to the lesser of: (A) 85% of the average of the five (5) lowest closing bid prices of the common stock of GoldSpring for the twenty (20) trading days immediately preceding the date GoldSpring was required to pay the Mandatory Redemption Payment to Winfield, and (B) 85% of the average of the five (5) lowest closing bid prices of the common stock of GoldSpring for the twenty (20) trading days immediately preceding the date of conversion by Winfield; provided, however, that, until the effective date of a registration statement (the “Registration Statement”) GoldSpring is required to file, to register, among other things, the shares of common stock of GoldSpring underlying the Debenture (together with any other shares issuable pursuant to the Debenture, the “Debenture Shares”), in addition to the Conversion Shares (as defined in Section 2(b) hereof) (collectively, the “GoldSpring Shares”), the conversion price shall be 50% of the average of the five (5) lowest closing bid prices of the common stock of GoldSpring for the twenty (20) trading days immediately preceding the date of conversion by Winfield. In no event shall the conversion price of the Debenture be greater than the lesser of: (A) $0.1131, and (B) the conversion price of the Convertible Notes (as adjusted from time to time); (iii) Mandatory registration rights with respect to the GoldSpring Shares; (iv) Normal and customary anti-dilution provisions; (v) Negative covenants precluding actions outside of GoldSpring’s ordinary course of business without the prior written consent of Winfield; and (vi) Events of default, which include, without limitation, (A) failure by GoldSpring to file the Registration Statement within thirty (30) days after the Closing Date, or (B) the failure of the Registration Statement to be effective within ninety (90) days of the Closing Date (the “Required Effective Date”), or (C) any event of default under the Additional Transactio...

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