0000950134-07-009332 Sample Contracts

MUTUAL TERMINATION AGREEMENT
Mutual Termination Agreement • April 27th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois

MUTUAL TERMINATION AGREEMENT (the “Agreement”), dated as of April 23, 2007, by and between GOLDEN PHOENIX MINERALS, INC., a Minnesota corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).

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ADVANCE SALES RESTRUCTURING AGREEMENT
Advance Sales Restructuring Agreement • April 27th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • California

This Advance Sales Restructuring Agreement (the “Agreement”) is entered into as of April 23rd, 2007, by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and William D. or Candida Schnack (collectively “Schnack”). Both the Company and Schnack may sometimes be referred to as a “Party” or collectively as the “Parties.”

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