0000891618-06-000166 Sample Contracts

EMPLOYMENT AGREEMENT BETWEEN GOLDEN PHOENIX MINERALS, INC. AND KENNETH S. RIPLEY
Employment Agreement • April 17th, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

THIS EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of March 13, 2006 (the “Execution Date”) and is entered into by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and Kenneth S. Ripley (the “Executive”), collectively referred to herein as the “parties”.

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SETTLEMENT AGREEMENT
Settlement Agreement • April 17th, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

THIS SETTLEMENT AGREEMENT (“Agreement”) is made this 26th day of August, 2005 (the “Effective Date”), by and between GOLDEN PHOENIX MINERALS, INC., a Minnesota corporation qualified to do business in Nevada (“Golden Phoenix”); EARL HARRISON, dba WESTERN MINE DEVELOPMENT; RETRIEVERS LLC, a Nevada limited liability company, and JOHN TINGUE and KRIS TINGUE, husband and wife (referred to collectively as “Retrievers”).

PRODUCTION PAYMENT PURCHASE AGREEMENT
Production Payment Purchase Agreement • April 17th, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

This Production Payment Purchase Agreement (the “Agreement”) is entered into as of September ___, 2005, by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and Ashdown Milling Company, LLC, a Nevada limited liability company (“Purchaser”). Both the Company and the Purchaser may sometimes be referred to as a “Party” or collectively as the “Parties.”

Larry A. Kitchen 2750 Fargo Way Sparks, NV 89434
Engagement Agreement • April 17th, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining

• Provide financial and administrative support to the minesite personnel including Risk Management Programs, Cash Management & Treasury and Human Resources;

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