0001096906-08-000561 Sample Contracts

ADDENDUM TO PRODUCTION PAYMENT PURCHASE AGREEMENT BETWEEN GOLDEN PHOENIX MINERALS, INC. AND ASHDOWN MILLING COMPANY, LLC DATED AS OF THE 26TH DAY OF FEBRUARY, 2005
Production Payment Purchase Agreement • March 31st, 2008 • Golden Phoenix Minerals Inc /Mn/ • Metal mining

THIS ADDENDUM is entered into as of February 6, 2008, by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and Ashdown Milling Company, LLC, a Nevada limited liability company (“Purchaser” or “Ashdown Milling”) for the purpose of amending that certain Production Payment Purchase Agreement, dated September 26, 2005, by and between the Company and Ashdown Milling (the “Production Payment Purchase Agreement”), (for valuable consideration, including payments to two members of Ashdown Milling to extinguish their membership interests, and a commitment by the Company to make a first quarter of 2008 payment to Ashdown Milling by April 30, 2008, the receipt of such consideration is acknowledged) to reduce the total payment obligation and reduce the rate of payment from 12% to 7.2% as follows:

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AMENDED SETTLEMENT AGREEMENT AND RELEASE
Amended Settlement Agreement and Release • March 31st, 2008 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

This Amended Settlement Agreement and Mutual Release (the “Amendment”) is effective as of the latest date executed below, and is by and between Plaintiff, STEVEN D. CRAIG, an individual, Sonia M. Merz Successor Trustee ESTATE OF COLLETTE CRATER-CRAIG on behalf of the ESTATE OF COLLETTE CRATER-CRAIG (“ESTATE OF COLLETTE CRATER-CRAIG”) (STEVEN D. CRAIG and the ESTATE OF COLLETTE CRATER-CRAIG may collectively be referenced as the “CRAIGS”), and Defendant, GOLDEN PHOENIX MINERALS, INC. (hereinafter “GOLDEN PHOENIX”) (all parties to this Amendment shall collectively be referenced as the “Parties”).

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • March 31st, 2008 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada

This Settlement Agreement and Mutual Release (the “Agreement”) is effective as of the latest date executed below, and is by and between Plaintiff, STEVEN D. CRAIG, an individual, the authorized representative on behalf of the ESTATE OF COLLETTE CRATER-CRAIG (“CRAIGS”), and Defendant, GOLDEN PHOENIX MINERALS, INC. (hereinafter “GOLDEN PHOENIX”) (collectively the “Parties”).

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