0001001277-07-000072 Sample Contracts

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • February 5th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

This Addendum to Employment Agreement (the “Addendum”) made and entered into as of January 31, 2007, is an Addendum to that certain Employment Agreement dated as of February 22, 2006 (the “Employment Agreement”), by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and David A. Caldwell (the “Executive”).

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ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • February 5th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

This Addendum to Employment Agreement (the “Addendum”) made and entered into as of January 31, 2007, is an Addendum to that certain Employment Agreement dated as of August 14, 2006 (the “Employment Agreement”), by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and Donald R. Prahl (the “Executive”).

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • February 5th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

This Addendum to Employment Agreement (the “Addendum”) made and entered into as of January 31, 2007, is an Addendum to that certain Employment Agreement dated as of March 8, 2006 (the “Employment Agreement”), by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and Robert P. Martin (the “Executive”).

EMPLOYMENT SEPARATION AGREEMENT
Employment Separation Agreement • February 5th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

Golden Phoenix Minerals, Inc., a Minnesota corporation (the "Company") and Kenneth S. Ripley, an individual (the "Employee"), agree as follows, as of the 31st day of January 2007:

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