0001096906-09-000529 Sample Contracts

BRIDGE LOAN AND DEBT RESTRUCTURING AGREEMENT
Bridge Loan and Debt Restructuring Agreement • May 15th, 2009 • Golden Phoenix Minerals Inc • Metal mining • Nevada

This Bridge Loan and Debt Restructuring Agreement (the “Agreement”), dated as of January 30 2009, is entered into by and among Golden Phoenix Minerals, Inc., a Nevada corporation (the “Company”), and Crestview Capital Master, LLC., a Delaware limited liability company (the “Lender” or “Crestview”).

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Binding Memorandum of Understanding
Employment Side Letter Agreement • May 15th, 2009 • Golden Phoenix Minerals Inc • Metal mining

This is a binding Memorandum of Understanding (MOU) between Golden Phoenix (GPXM) and Win-Eldrich Gold Inc. (WEG) regarding the purchase of 100% of GPXM interest in the Ashdown Project LLC (LLC). The general terms of this MOU are modified and agreed to by the boards of GPXM and WEG as of February 28, 2009. The MOU is subject to TSX venture approval and financing.

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