0001144204-06-002351 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 23rd, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 20, 2006, by and between GOLDEN PHOENIX MINERALS, INC., a Minnesota corporation, (the "Company"), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • January 23rd, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 20, 2006, 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”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

TERMINATION AGREEMENT
Termination Agreement • January 23rd, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois

TERMINATION AGREEMENT (the “Agreement”), dated as of January 19, 2006, 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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