gpxm10q20090331ex10-2.htm


    
      

      

    

    


    EXHIBIT 10.2

     

    BRIDGE LOAN AND DEBT RESTRUCTURING
AGREEMENT

     

    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”).

    


    RECITALS

    


    A.           The Company and Lender had previously
entered into that certain Production Payment Purchase Agreement and Assignment,
dated June 12, 2007, whereby the Company assigned certain purchase rights to
Lender related to the production payments arising from of the Company’s interest
in the Ashdown Project LLC, in consideration for Lender repaying certain of the
Company’s debts and for additional working capital (the “Original
Debt”).

    


    B.           The Company is investigating the
potential for new business opportunities via transactions related to its various
mining properties, but prior to completing any such transaction it desires an
infusion of short-term working capital.

    


    C.           In order to provide such an infusion and
to restructure the prior arrangement related to the Original Debt, the Company
and the Lender are now entering into a bridge loan in an aggregate amount of One
Million Dollars ($1,000,000), and a restructuring of the Original Debt, pursuant
to the terms and subject to the conditions of this
Agreement.

    


    In consideration of the mutual covenants
and conditions contained in this Agreement, it is agreed as
follows:

    


    1.          Bridge
Loan.

    


    (a)           Bridge
Note.  Subject to the terms and conditions hereof, in order to
provide an infusion of working capital to the Company, the Company will borrow
from the Lender and the Lender will lend to the Company, the principal amount of
One Million Dollars ($1,000,000) as evidenced by a Bridge Loan Secured
Promissory Note in the form attached hereto as Exhibit A (the “Bridge Note”), of
which amount Lender will lend to the Company One Hundred Thousand Dollars
($100,000) at the Initial Closing, as defined and more particularly described in
Section 3 below, via a Secured Promissory Note, in the form attached hereto as
Exhibit B (the
“Interim Bridge
Note”), which Interim Bridge Note will be cancelled upon the Subsequent
Closing (as defined in Section 3 below) and replaced with the Bridge
Note.

    


    (b)           Security
Agreement.  As
security for both the Bridge Note and the Debt Restructuring Secured Promissory
Note (as further described below in Section 2), the Company and the Lender agree
to amend and restate that certain Security Agreement dated June 12, 2007 by and
between the Company and the Lender, securing the Company’s repayment obligations
pursuant to this Agreement, the form and substance of which is attached hereto
as Exhibit
C (the “Amended
Security Agreement”) and
taking such steps as are reasonably necessary in order to perfect the security
interests granted therein in favor of the Lender, including but not limited to
the filing of a UCC 1 Financing Statement with the Nevada Secretary of State,
and the filing of a Deed of Trust and Mortgage with the appropriate entity as
reasonably designated by Lender and a UCC-1 with the Nevada Secretary of State
and the applicable office of Esmeralda County with respect to the “Mineral Ridge
Property” as defined in the Amended Security Agreement (the “Mortgage”), in forms reasonably acceptable to
the Lender.

    


    
      
        
           


        

        
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    (c)           Repayment; Warrants; Release
of Certain Security.  The Bridge Note shall be due and payable
in full upon the completion of the Company’s formation of a joint venture with a
third party in relation to the Company’s gold mining property known as Mineral
Ridge or a date that is nine (9) months from the Subsequent Closing, whichever
is earlier, as further set forth in the Bridge Note.  Notwithstanding
the foregoing, the Lender may, at its option, require repayment of only Five
Hundred Thousand Dollars ($500,000) of principal owed on the Bridge Note, in
consideration for the issuance of warrants to purchase Five Million (5,000,000)
shares of the Company’s common stock, at an exercise price of $0.05 per share,
in substantially the form attached hereto as Exhibit D (“Bridge Warrants”),
with the remaining Five Hundred Thousand Dollars ($500,000) of principal and any
accrued and unpaid interest thereon due and payable pursuant to the terms of the
Bridge Note.  In the event the Lender elects to receive such Bridge
Warrants, same will be deemed to have been issued on the date of the Subsequent
Closing for purposes of any anti-dilution provisions therein.  In
addition, and as further described in the Amended Security Agreement, in
connection with the formation of such joint venture, any Collateral related to
the Mineral Ridge property which will be contributed to the joint venture, will,
subject to payment in full of the Bridge Note, be immediately released and free
of any liens or encumbrances in favor of Lender, and Lender agrees to take such
steps as are reasonably necessary to release such Collateral, including but not
limited to the filing of the appropriate releases with the Nevada Secretary of
State and filing of a satisfaction of mortgage, etc.

    


    2.          Debt
Restructuring.

    


    (a)           Debt Restructuring
Note.  Subject to the terms and conditions hereof, in
consideration of the reduction of all debt and liability of the Company under
the Crestview Debt,  to $1,000,000 as of the Subsequent Closing, the
Company will execute a new Secured Promissory Note in substantially the form
attached hereto as Exhibit E (the “Debt Restructuring
Note”), in the principal amount of One Million Dollars ($1,000,000), to
be secured by that certain Collateral, as defined in the Amended Security
Agreement, with a maturity date twenty-four (24) months from the Subsequent
Closing (the Bridge Note and Debt Restructuring Note may collectively be
referred to hereinafter as the “Notes”).  In
the event that the Company’s formation of a joint venture with a third party in
relation to, or a sale or transfer of, the Company’s gold mining property known
as Mineral Ridge or the mining rights thereon (“Joint Venture”), which results,
in the case of a Joint Venture, in the Company maintaining less than a ten
percent (10%) (equity and voting) interest in the Mineral Ridge property or
mining rights, as further set forth in the Debt Restructuring Note, the entire
amount of the remaining principal and interest owed on the Debt Restructuring
Note shall be accelerated and become immediately due and payable.  The
Company agrees that it will, upon formation of the Joint Venture, issue an
irrevocable assignment to the Lender of 50% of all distributions in cash or kind
to be made to it by the Joint Venture to be applied as prepayment of the Debt
Restructuring Note and any note issued pursuant to Section 3 of the Bridge Note
(“Section 3 Note”).  Upon payment in full of the Debt Restructuring
Note and any Section 3 Note, the Holder will release the Joint Venture from said
assignment.

    


    (b)           Warrants.  Further,
as of the Subsequent Closing, the Company shall issue to Lender transferrable
warrants to purchase twenty-three million (23,000,000) shares of the Company’s
common stock, at an exercise price of $0.03 per share, exercisable for a period
of twenty-four (24) months, in substantially the form attached hereto as Exhibit F (the “Debt Restructuring
Warrants”) (collectively with the Bridge Warrants, hereinafter referred
to as the “Warrants”).  This
Agreement, along with the Amended Security Agreement, Bridge Note, Interim
Bridge Note, Bridge Warrants, Mortgage, Debt Restructuring Note, Debt
Restructuring Warrants and any and all documents related thereto or necessary to
carry out the intent of the parties as set forth herein, are collectively
referred to as the “Transaction
Documents.”

    


    
      
        
           


        

        
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    (c)           Release of Original
Debt.  In consideration of the Company issuing the Bridge Note,
the Debt Restructuring Note, the Debt Restructuring Warrants, and the Amended
and Restated Security Agreement effective upon the execution hereof, Lender
hereby forever releases, discharges and acquits Company, its parent, directors,
officers, shareholders, agents and employees, of and from any and all claims of
every type, kind, nature, description or character, relating to the Original
Debt (except to the extent same is represented by the Debt Restructuring Note),
whether heretofore existing, now existing or hereafter arising, or which could,
might, or may be claimed to exist, of whatever kind or name, whether known or
unknown, suspected or unsuspected, liquidated or unliquidated, each as though
fully set forth herein at length, provided, however, that this release shall not
be effective as to the agreed amount of $1,794,960 due and owing to Lender
unless and until the Company pays the interest and principal provided for in the
Bridge Note on or before the date same becomes payable
thereunder.  Lender agrees that the matters released herein are not
limited to matters which are known or disclosed.  Lender acknowledges
that factual matters now unknown to it may have given or may hereafter give rise
to claims which are presently unknown, unanticipated and unsuspected, and it
acknowledges that this release has been negotiated and agreed upon in light of
that realization and that it nevertheless hereby intends to release, discharge
and acquit Company from any such unknown claims related to the Original
Debt.  Acceptance of this release shall not be deemed or construed as
an admission of liability by any party released.  Lender acknowledges
that either (a) it has had advice of counsel of its own choosing in negotiations
for, and the preparation of, this release, or (b) it has knowingly determined
that such advice is not needed.

    


    3.      
  Closing.

    


    (a)           Initial
Closing.

    


    (i)           Company
Deliverables.  As of the date hereof (the “Initial Closing”),
the Company shall deliver to Lender: (i) an executed copy of this Agreement; and
(ii) the Interim Bridge Note.  The Company acknowledges that the loan
evidenced by the Interim Bridge Note is secured by certain Collateral which
Lender was granted as security interest in pursuant to the terms of a Security
Agreement dated June 12, 2007 between the company and the Lender as the secured
party, and in which such Collateral is specified.

    


    (ii)           Lender
Deliverables.  As of the Initial Closing, in order to provide
an immediate infusion of capital, the Lender shall deliver to the Company: (i)
an executed copy of this Agreement; and (ii) One Hundred Thousand Dollars
($100,000) in immediately available funds via wire transfer pursuant to the wire
instructions attached hereto as Exhibit G, to be
distributed according to the Company’s instruction.

    


    (b)           Subsequent
Closing.

    


    (i)           Company
Deliverables.  As of a date within five (5) business days of
the date hereof, (the “Subsequent Closing,”
together with the Initial Closing, each a “Closing”), the
Company shall deliver to Lender: (i) an executed copy of the Amended Security
Agreement; (ii) evidence of cancellation of the Interim Bridge Note; (iii) the
Bridge Note; (iv) the Debt Restructuring Note; (v) the Debt Restructuring
Warrants; and (vi) an executed copy of the Mortgage.

    


    
      
        
           


        

        
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    (c)           Lender
Deliverables.  At the Subsequent Closing, the Lender shall
deliver to the Company: (i) an executed copy of the Amended Security Agreement;
(ii) an executed copy of the Mortgage; (iii) evidence of cancellation of the
Interim Bridge Note; and (iv) Nine Hundred Thousand Dollars ($900,000) in
immediately available funds via wire transfer pursuant to the wire instructions
attached hereto as Exhibit G, to be
distributed according to the Company’s instruction.

    


    4.      
 Company
Representations and Warranties.  The Company represents and
warrants to the Lender as of each Closing, as follows:

    


    (a)           Organization, Good Standing
and Qualification.  The Company and each Subsidiary is an
entity duly incorporated or otherwise duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization and has all requisite power and authority to carry on its business
as now conducted and to own and use its properties.

    


    (b)           Authorization.  The
Company has full corporate power and authority and has taken all requisite
corporate action on the part of the Company, its officers, directors and
stockholders necessary for (i) the authorization, execution and delivery of the
Transaction Documents, (ii) the authorization of the performance of all
obligations of the Company hereunder or thereunder, and (iii) the authorization,
issuance (or reservation for issuance) and delivery of the Debt Restructuring
Warrants or Bridge Warrants, as applicable.  The Transaction Documents
constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability, relating to or affecting creditors’ rights
generally.

    


    (c)           Valid Issuance; Authorized
Shares.  The Company’s shares of common stock, when issued and
paid for upon exercise of the Debt Restructuring Warrant and/or Bridge Warrants,
as applicable, pursuant to this Agreement, will be validly issued, fully paid
and nonassessable, and shall be free and clear of all encumbrances and
restrictions (other than those created by the Lender), except for restrictions
on transfer set forth in the Transaction Documents or imposed by applicable
securities laws.  The Company is authorized to issue 400,000,000
shares of Common Stock, of which a total of 216,650,457 shares are issued and
outstanding or reserved for issuance.

    


    (d)           Delivery of SEC Filings;
Business.  The Company has made available to the Lender through
the EDGAR system, true and complete copies of the Company’s most recent Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007 (the “10-KSB”), and all
other reports filed by the Company pursuant to the Securities Exchange Act of
1934, as amended (the “1934 Act”) since the
filing of the 10-KSB and prior to the date hereof (collectively, the “SEC
Filings”).  The SEC Filings are the only filings required of
the Company pursuant to the 1934 Act for such period.  The Company and
its Subsidiaries are engaged in all material respects only in the business
described in the SEC Filings and the SEC Filings contain a complete and accurate
description in all material respects of the business of the Company and its
Subsidiaries, taken as a whole.

    


    (e)           No General Solicitation or
General Advertising.  Neither the Company nor any Person acting
on its behalf has offered or sold or will offer or sell any of the Notes, the
Bridge Warrants or common shares underlying the Bridge Warrants, the Debt
Restructuring Warrants or the common shares underlying the Debt Restructuring
Warrants (collectively, the “Securities”) by any
form of “general solicitation” or “general advertising” (as those terms are used
in Regulation D) in connection with the offer or sale of any of the
Securities.  The Company has offered the Securities for sale only to
the Lender.

    


    
      
        
           


        

        
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    (f)           Private
Placement.  The offer and sale of the Securities to the Lender
as contemplated hereby is exempt from the registration requirements of the
Securities Act of 1933, as amended (the “1933 Act”) pursuant
to Rule 506 of Regulation D.

    


    5.          Company
Covenants.  For so long as the Debt Restructuring Warrants and
Bridge Warrants are outstanding, the Company will reserve for issuance a
sufficient number of shares of common stock issuable upon the exercise
thereof.

    


    6.          Lender
Representations and Warranties.  The Lender represents and
warrants to the Company as of each Closing, as follows:

    


    (a)           Requisite
Power and Authority. The
Lender has all requisite power and authority to execute and deliver the
Agreement and the Transaction Documents, to consummate the transactions
contemplated hereby and to perform its obligations hereunder.  All
action on such Lender’s part necessary for the execution and delivery of the
Agreement, the consummation of the transactions contemplated hereby and the
performance of all obligations of such Lender hereunder as of each Closing has
been or will be effectively taken prior to each Closing.  The
Agreement has been or will be duly executed and delivered by such
Lender.  The Agreement (assuming due execution and delivery by the
Company) creates legal, valid and binding obligations of the Lender, except as
may be limited by bankruptcy, insolvency, moratorium, and other laws of general
application affecting the enforcement of creditors' rights.

    


    (b)           Investment
Intent; Authority.  This Agreement is made with
the Lender in reliance upon the Lender’s representations to the Company,
evidenced by Lender’s execution of this Agreement, that the Lender is acquiring
the Notes for investment purposes only, for the Lender’s own account, not as a
nominee or agent, and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the 1933
Act.  The Lender has the full right, power, authority and capacity to
enter into and perform this Agreement.

    


    (c)           Disclosure
of Information.  The Lender represents that
it has conducted its own due diligence investigation of the Company, that it has
had an opportunity to ask questions and receive answers from the Company
regarding the Transaction Documents and the business, prospects and financial
condition of the Company.

    


    (d)           Securities
Not Registered.  The Lender is an
“accredited investor,” as that term is defined in Rule 501 of Regulation D of
the 1933 Act.  The Lender understands that, in reliance upon the
representations and warranties made by the Lender herein, the Securities are not
being registered with the Securities and Exchange Commission (“SEC”) under the
1933 Act or being qualified under applicable state securities laws, but instead
are being offered and sold under an exemption or exemptions
therefrom.  The Lender acknowledges and understands that resale of the
Lender’s Securities may be restricted indefinitely unless they are subsequently
registered under the 1933 Act and qualified under applicable state securities
laws or an exemption from such registration and such qualification is
available.

    


    (e)           No
Transfer.  The
Lender covenants not to dispose of any of the Lender’s Securities other than in
conjunction with an effective registration statement under the 1933 Act or in
compliance with Rule 144 promulgated under the 1933 Act or pursuant to another
exemption from registration or to an entity affiliated with the Lender and other
than in compliance with the applicable securities regulations laws of any
state.

    


    
      
        
           


        

        
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    (f)           Knowledge
and Experience.  The Lender has (i) a
preexisting
personal or business relationship with the Company and the other officers and/or
directors of the Company sufficient to make the Lender aware of the character,
business acumen and general business and financial circumstances of the Company
and/or such officers and directors, (ii) such knowledge and experience in
financial and business matters so as to be capable of evaluating the merits and
risks of a prospective investment in the Securities, and (ii) the ability to
bear the economic risks of the Lender’s prospective investment including the
potential loss of the entire investment.

    


    (g)           No Broker
and Advertisement.  The Lender (i) has not
employed any broker or finder or incurred any liability for any brokerage or
finders’ fees or any similar fees or commissions in connection with the
transactions contemplated by this Agreement, and (iii) has not been offered any
of the Securities by any form of advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television, radio, the Internet, or any seminar or meeting whose
attendees have been invited by any such media.

    


    7.          Restrictions
on Transferability of Securities; Compliance with Securities Act.

    


    (a)           Restrictions
on Transferability.  None of the Securities will
be sold, assigned, transferred or pledged except upon the conditions specified
in this section, which conditions are intended to ensure compliance with the
1933 Act.  The Lender will cause any proposed Lender, assignee,
transferee, or pledgee of any of the Lender’s Securities to agree to take and
hold such Securities subject to the provisions and upon the conditions specified
in this section.

    


    (b)           Restrictive
Legend.  Each
certificate representing (i) the Securities and (ii) any other
securities issued in respect of the Securities upon any stock split, stock
dividend, recapitalization, merger, consolidation or similar event (collectively
the “Restricted
Securities”), will (unless
otherwise permitted by the provisions of this section) be stamped or otherwise
imprinted with a legend required under applicable state securities laws and a
legend substantially as follows:

    


    THE SECURITIES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT
OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.

    


    The Lender consents to the Company
making a notation on its records and giving instructions to any transfer agent
of the Securities in order to implement the restrictions on transfer established
in this section.

    


    (c)           Notice of
Proposed Transfers.  The holder of each
certificate representing Restricted Securities by acceptance thereof agrees to
comply in all respects with the provisions of this section.  Prior to
any proposed sale, assignment, transfer or pledge of any Restricted Securities
(other than a transfer not involving a change in beneficial ownership), unless
there is in effect a registration statement under the Securities Act covering
the proposed transfer or unless the Restricted Securities may be transferred
pursuant to Rule 144 or Rule 144A under the 1933 Act, the holder
thereof will give written notice to the Company of such holder’s intention to
effect such transfer, manner and circumstances of the proposed transfer, sale,
assignment or pledge in sufficient detail, and will be accompanied, at such
holder’s expense by either (a) an unqualified written opinion of legal
counsel reasonably satisfactory to the Company addressed to the Company, to the
effect that the proposed transfer of the Restricted Securities may be effected
without registration under the 1933 Act, or (b) a “no action” letter from
the SEC to the effect that the transfer of such securities without registration
will not result in a recommendation by the SEC staff that action be taken with
respect thereto, whereupon the holder of such Restricted Securities will be
entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by the holder to the Company.  Each certificate
evidencing the Restricted Securities transferred as above provided will bear,
except if such transfer is made pursuant to Rule 144, the appropriate
restrictive legend set forth in this section, except that such certificate will
not bear such restrictive legend if in the opinion of counsel for such holder
and the Company such legend is not required in order to establish compliance
with any provision of the 1933 Act.

    


    
      
        
           


        

        
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    8.          Indemnification.  The
Lender agrees to indemnify and hold the Company and any person, if any, who
controls the Company, within the meaning of Section 15 of the 1933 Act, and the
Company’s officers, directors, agents, attorneys, and affiliates harmless from
and against all damages, losses, costs and expenses, including reasonable
attorneys’ fees and expenses reasonably incurred in the investigation or
preparation in defense of any litigation commenced or threatened or any claim
whatsoever, which they may incur by reason of any misrepresentation or breach of
any warranty or covenant made by the Lender herein, or in any document provided
by the Lender to the Company in connection with the Lender’s investment in the
Securities.  The Lender further agrees that the provisions of this
Section will survive the sale, transfer or any attempted sale or transfer of all
or a portion of the Securities.

    


    9.           Registration
Rights.

    


    (a)           The
Company shall prepare and file with the SEC a registration statement with
respect to the common stock underlying the Warrants (the “Registrable
Securities”) within sixty (60) days after the Subsequent Closing and use
its best efforts to effect the registration under the Securities Act of 1933, as
amended (the “Securities Act”) of
the Registrable Securities with 120 days (or such earlier date as may be
practicable) after the Closing (the “Registration
Statement”).  Such registration shall cover the resale of all
of the Registrable Securities for an offering to be made on a continuous
basis.  There will be no demand registration rights.

    


    (i)           At
least 45 days prior to filing the Registration Statement, the Company shall give
written notice of the registration to the Lender; and

    


    (ii)           use
its best efforts to effect such registration as soon as practicable as would
permit or facilitate the sale and distribution of all of such Registrable
Securities and to keep such Registration Statement effective until such time as,
in the opinion of Company counsel, all of the shares then underlying the
Warrants would, upon exercise of the Warrants, be freely tradable pursuant to
Rule 144. Such Registration Statement will include a Plan of Distribution in the
form of Schedule
1 hereto.

    


    (b)           Piggy Back-
Registration.  The Company agrees that the Lender will be
entitled to “piggy back” registration rights on the Registrable Securities on
all registration statements of the Company, subject to the right, however, of
the Company and its underwriters to reduce the number of shares proposed to be
registered on a pro rata basis, if, in the opinion of the underwriter, market
conditions warrant the reduction, as further detailed below.  As such,
if at any time prior to the effectiveness of a Registration Statement filed
under Section 9(a), the Company shall determine to register any of its
securities, either for its own account or the account of a security holder or
holders exercising their respective demand registration rights, other than (i) a
registration on Form S-8 (or a similar or successor form) relating solely to
employee stock option, stock purchase or other employee benefit plans, or (ii) a
registration on Form S-4 (or similar or successor form) relating solely to a
transaction pursuant to Rule 145 promulgated under the Securities Act, the
Company will:

    


    
      
        
           


        

        
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    (i)         
  promptly give to the Lender written notice thereof; and

    


    (ii)           include
in such registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made within twenty (20)
days after mailing of written notice by the Company, by the Lender except as set
forth in Section 9(c) below.

    


    (c)           Underwriting.  If
the registration of which the Company gives notice is for a registered public
offering involving an underwriting, the Company shall so advise the Lender as a
part of the written notice given pursuant to this Section 9.  In such
event the right of the Lender to registration pursuant to Section 9 shall be
conditioned upon the Lender’s participation in such underwriting and the
inclusion of the Lender’s Registrable Securities in the underwriting to the
extent provided herein.

    


     Notwithstanding any other
provision of this Section 9, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the underwriter may limit the number of Registrable Securities to
be included in the registration and underwriting, on a pro rata basis based on
the total number of securities (including, without limitation, Registrable
Securities) entitled to registration pursuant to existing registration rights
granted by the Company; provided, however, that no such reduction may reduce the
number of securities being sold by the Company for its own
account.  No securities excluded from the underwriting by reason of
the underwriter’s marketing limitation shall be included in such
registration.

    


    If the Lender disapproves of the terms
of any such underwriting, it may elect to withdraw therefrom by written notice
to the Company and the underwriter.  Any securities excluded or
withdrawn from such underwriting shall be withdrawn from such
registration.

    


    If the underwriter has not limited the
number of shares to be underwritten for the Company’s account and the account of
the Lender, the Company may include securities for the account of employees,
officers, directors and consultants.

    


    (d)           Expenses.  The
Company will pay all expenses associated with each registration. The fees and
expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and auditors) (A) with respect to
filings made with the SEC, (B) with respect to filings required to be made with
any trading market on which the Common Stock is listed for trading, and (C) in
compliance with applicable state securities or Blue Sky laws reasonably agreed
to by the Company in writing (including, without limitation, fees and
disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities) and (D) if not
previously paid by the Company in connection with a Company filing, with respect
to any filing that may be required to be made by any broker through which
Crestview intends to make sales of Registrable Securities with FINRA pursuant to
FINRA Rule 5110, so long as the broker is receiving no more than a customary
brokerage commission in connection with such sale, (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company, (v) 1933 Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement.  In addition, the
Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder.  In no event shall the Company be responsible for any
broker or similar commissions of Crestview or any legal fees or other costs of
Crestview.

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    (e)           Effectiveness.

    


    (i)      
      If (A) a Registration Statement covering the
Registrable Securities is not declared effective by the SEC prior to the earlier
of (i) 10 Trading Days (as defined below) after the SEC shall have informed the
Company that no review of the Registration Statement will be made or (ii) the
90th day after the Subsequent Closing (the 135th day if the Registration
Statement is reviewed by the SEC), (B) the Company fails to file with the SEC a
request for acceleration of a Registration Statement in accordance with Rule 461
promulgated under the 1933 Act, within four Trading Days of the date that the
Company is notified (orally or in writing, whichever is earlier) by the SEC that
such Registration Statement will not be “reviewed” or not be subject to further
review, (C) prior to the date that the Registration Statement is declared
effective, the Company fails to file a pre-effective amendment and otherwise
respond in writing to comments made by the SEC in respect of such Registration
Statement within 20 Trading Days after the receipt of comments by or notice from
the SEC that such amendment is required in order for such Registration Statement
to be declared effective, or (D) after a Registration Statement has been
declared effective by the SEC, sales cannot be made pursuant to such
Registration Statement for any reason (including without limitation by reason of
a stop order, or the Company’s failure to update the Registration Statement),
but excluding the inability of Crestview to sell the Registrable Securities
covered thereby due to market conditions and except as excused pursuant to
subparagraph (ii) below, then the Company will make pro rata payments to
Crestview, as liquidated damages and not as a penalty, in an amount equal to
$10,000 for each 30-day period or pro rata for any portion thereof following the
date by which such Registration Statement should have been effective (the
“Blackout Period”) up to a maximum amount equal to $100,000.  Such
payments shall be made to Crestview in cash.  For purposes of this
Section 9, “Trading Day(s)” means (a) a day on which the Common Stock is traded
on the OTC Bulletin Board, or (b) if the Common Stock is then traded on a
registered national stock exchange, a day on which the Common Stock is traded on
such registered national stock exchange, or (c) if the Common Stock is not
traded on the OTC Bulletin Board or a registered national stock exchange, a day
on which the Common Stock is quoted in the over the counter market as reported
by the National Quotation Bureau Incorporated (or any similar organization or
agency succeeding its functions of reporting prices); provided, however, that in
the event that the Common Stock is not listed or quoted as set forth in (a), (b)
or (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and
any day which is a federal legal holiday in the United States or any day on
which banking institutions in the State of New York are authorized or required
by law or other governmental action to close.

    


    (ii)           For
not more than twenty (20) consecutive days or for a total of not more than
forty-five (45) days in any twelve (12) month period, the Company may delay the
disclosure of material non-public information concerning the Company, by
suspending the use of any Prospectus (as defined below) included in any
registration contemplated by this Section 9 containing such information, the
disclosure of which at the time is not, in the good faith opinion of the
Company, in the best interests of the Company (an “Allowed Delay”);
provided, that the Company shall promptly (a) notify Crestview in writing of the
existence of (but in no event, without the prior written consent of Crestview,
shall the Company disclose to Crestview any of the facts or circumstances
regarding) material non-public information giving rise to an Allowed Delay, (b)
advise Crestview in writing to cease all sales under the Registration Statement
until the end of the Allowed Delay and (c) use reasonable best efforts to
terminate an Allowed Delay as promptly as practicable.  For purposes
of this Section 9, “Prospectus” means the prospectus included in any
Registration Statement, as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all
material incorporated or deemed incorporated by reference in such
prospectus.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    (f)           Company Obligations.
The Company shall:

    


    (i)           Prepare
and file with the SEC such amendments and post-effective amendments to the
Registration Statement and the Prospectus as may be necessary to keep the
Registration Statement continuously effective for the period specified in this
Section 9 and to comply with the provisions of the 1933 Act and the 1934 Act
with respect to the distribution of all of the Registrable Securities covered
thereby.

    


    (ii)           Provide
copies to and permit counsel designated by Crestview to review each Registration
Statement and all amendments and supplements thereto no fewer than three (3)
Trading Days prior to their filing with the SEC.  The Company shall
not file a Registration Statement or any such Prospectus or any amendments or
supplements thereto to which Crestview shall reasonably object in good faith,
provided that the Company is notified of such objection in writing no later than
five Trading Days after Crestview has been so furnished copies of a Registration
Statement or one Trading Day after Crestview has been so furnished copies of any
related Prospectus or amendments or supplements thereto.

    


    (iii)           Furnish
to Crestview’ legal counsel (i) promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by the Company (but not later than
two (2) Trading Days after the filing date, receipt date or sending date, as the
case may be) one (1) copy of any Registration Statement and any amendment
thereto, each preliminary prospectus and Prospectus and each amendment or
supplement thereto, and each letter written by or on behalf of the Company to
the SEC or the staff of the SEC, and each item of correspondence from the SEC or
the staff of the SEC, in each case relating to such Registration Statement
(other than any portion of any thereof which contains information for which the
Company has sought confidential treatment), and (ii) such number of copies of a
Prospectus, including a preliminary prospectus, and all amendments and
supplements thereto and such other documents as Crestview may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by
Crestview that are covered by the related Registration Statement.

    


    (iv)           Use
reasonable best efforts to (i) prevent the issuance of any stop order or other
suspension of effectiveness and, (ii) if such order is issued, obtain the
withdrawal of any such order at the earliest possible moment.

    


    (v)           Prior
to any public offering of Registrable Securities, use reasonable best efforts to
register or qualify or cooperate with Crestview and their counsel in connection
with the registration or qualification of such Registrable Securities for offer
and sale under the securities or blue sky laws of such jurisdictions requested
by Crestview and do any and all other commercially reasonable acts or things
necessary or advisable to enable the distribution in such jurisdictions of the
Registrable Securities covered by the Registration Statement; provided, however,
that the Company shall not be required in connection therewith or as a condition
thereto to (i) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 9(f), (ii) subject itself
to general taxation in any jurisdiction where it would not otherwise be so
subject but for this Section 9(f), or (iii) file a general consent to service of
process in any such jurisdiction.

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    (vi)           Use
reasonable best efforts to cause all Registrable Securities covered by a
Registration Statement to be listed on each securities exchange, interdealer
quotation system or other market on which similar securities issued by the
Company are then listed.

    


    (vii)           Notify
Crestview of Registrable Securities to be sold (which notice shall, pursuant to
clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) as
promptly as reasonably possible (and, in the case of (i)(A) below, not less than
one Trading Day prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one Trading Day following the day
(i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed; (B) when the SEC
notifies the Company whether there will be a “review” of such Registration
Statement and whenever the SEC comments in writing on such Registration
Statement; and (C) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of any
request by the SEC or any other federal or state governmental authority for
amendments or supplements to a Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any proceeding for such
purpose; (v) of the occurrence of any event or passage of time that makes the
financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in a Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to a
Registration Statement, Prospectus or other documents so that, in the case of a
Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and
(vi) of the occurrence or existence of any pending corporate development with
respect to the Company that the Company believes may be material and that, in
the determination of the Company, makes it not in the best interest of the
Company to allow continued availability of a Registration Statement or
Prospectus, provided that any and all of such information shall remain
confidential to Crestview until such information otherwise becomes public,
unless disclosure by Crestview is required by law; provided, further, that
notwithstanding Crestview’s agreement to keep such information confidential,
Crestview makes no acknowledgement that any such information is material,
non-public information.

    


    (viii)           Otherwise
use reasonable best efforts to comply with all applicable rules and regulations
of the SEC under the 1933 Act and the 1934 Act, take such other actions as may
be reasonably necessary to facilitate the registration of the Registrable
Securities hereunder; and make available to its security holders, as soon as
reasonably practicable, but not later than the Availability Date (as defined
below), an earnings statement covering a period of at least twelve (12) months,
beginning after the effective date of each Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the 1933
Act, including Rule 158 promulgated thereunder (for the purpose of this
subsection 9(f)(viii), “Availability Date” means the 45th day following the end
of the fourth fiscal quarter that includes the effective date of such
Registration Statement, except that, if such fourth fiscal quarter is the last
quarter of the Company’s fiscal year, “Availability Date” means the 90th day
after the end of such fourth fiscal quarter).

    


    (ix)           With
a view to making available to Crestview the benefits of Rule 144 (or its
successor rule) and any other rule or regulation of the SEC that may at any time
permit Crestview to sell shares of Common Stock to the public without
registration, the Company covenants and agrees to:  (i) make and keep
public information available, as those terms are understood and defined in Rule
144, until the earlier of (A) six months after such date as all of the
Registrable Securities may be resold pursuant to Rule 144 or any other rule of
similar effect or (B) such date as all of the Registrable Securities shall have
been resold; (ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act; and (iii) furnish to
Crestview upon request, as long as Crestview owns any Registrable Securities,
(A) a written statement by the Company that it has complied with the reporting
requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other
information as may be reasonably requested in order to avail Crestview of any
rule or regulation of the SEC that permits the selling of any such Registrable
Securities without registration.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    (x)         
  If requested by Crestview, cooperate with Crestview to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which certificates shall be free, to the extent permitted by the Purchase
Agreement, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as Crestview may
request.

    


    (xi)           Upon
the occurrence of any event contemplated by Section 9(f)(vii), as promptly as
reasonably possible under the circumstances taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its
shareholders of the premature disclosure of such event, prepare a supplement or
amendment, including a post-effective amendment, to a Registration Statement or
a supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither a Registration Statement nor such
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  If the Company notifies Crestview in accordance with
clauses (iii) through (vi) of Section 9(f)(vii) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then
Crestview shall suspend use of such Prospectus.  The Company will use
its reasonable best efforts to ensure that the use of the Prospectus may be
resumed as promptly as is practicable.  The Company shall be entitled
to exercise its right under this Section 9(f)(xi) to suspend the availability of
a Registration Statement and Prospectus, subject to the payment of partial
liquidated damages otherwise required pursuant to Section 9(e)(i), for a period
not to exceed 45 calendar days (which need not be consecutive days) in any 12
month period.

    


    (xii)          Comply
with all applicable rules and regulations of the SEC.

    


    (xiii)           The
Company shall effect a filing with respect to the public offering contemplated
by each Registration Statement (an “Issuer Filing”) with the Financial Industry
Regulatory Authority. (“FINRA”) Corporate Financing Department pursuant to FINRA
Rule 5110 within one Trading Day of the date that the Registration Statement is
first filed with the SEC and pay the filing fee required by such Issuer
Filing.  The Company shall use reasonable best efforts to pursue the
Issuer Filing until FINRA issues a letter confirming that it does not object to
the terms of the offering contemplated by the Registration Statement as
described in the plan of distribution attached hereto as Schedule
1.

    


    (g)           The
Company shall not disclose material nonpublic information to Crestview, or to
advisors to or representatives of Crestview, unless prior to disclosure of such
information the Company identifies such information as being material nonpublic
information and provides Crestview, such advisors and representatives with the
opportunity to accept or refuse to accept such material nonpublic information
for review and Crestview wishing to obtain such information enters into an
appropriate confidentiality agreement with the Company with respect
thereto.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (h)           Obligations of
Crestview.

    


    (i)      
      Crestview shall furnish in writing to the Company
such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it, as
shall be reasonably required to effect the registration of such Registrable
Securities and shall execute such documents in connection with such information
as the Company may reasonably request.  At least five (5) Trading Days
prior to the first anticipated filing date of any Registration Statement, the
Company shall notify Crestview of the information the Company requires from
Crestview.  Crestview shall provide such information to the Company at
least two (2) Trading Days prior to the first anticipated filing date of such
Registration Statement.

    


    (ii)     
      Crestview, by its acceptance of the
Registrable Securities agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of a
Registration Statement hereunder, unless Crestview has notified the Company in
writing of its election to exclude all of its Registrable Securities from such
Registration Statement.

    


    (iii)           Crestview
agrees that, upon receipt of any notice from the Company of either (i) the
commencement of an Allowed Delay pursuant to Section 9(e)(ii), or (ii) the
happening of an event pursuant to Section 9(f)(vii) hereof, Crestview will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities, until Crestview’s
receipt of the copies of the supplemented or amended prospectus filed with the
SEC and until any related post-effective amendment is declared effective and, if
so directed by the Company, Crestview shall deliver to the Company (at the
expense of the Company) or destroy (and deliver to the Company a certificate of
destruction) all copies in Crestview’s possession of the Prospectus covering the
Registrable Securities current at the time of receipt of such
notice.

    


    (i)       
    Indemnification.

    


    (i)        
    Indemnification by the
Company.  The Company will, notwithstanding any termination of
this Agreement, indemnify and hold harmless Crestview, the officers, directors,
members, managers, partners, agents, brokers (including brokers who offer and
sell Registrable Securities as principal as a result of a pledge or any failure
to perform under a margin call of Common Stock), investment advisors and
employees (and any other persons with a functionally equivalent role of a person
holding such titles, notwithstanding a lack of such title or any other title) of
each of them, each person who controls any Crestview (within the meaning of
Section 15 of the 1933 act or Section 20 of the 1934 Act) and the officers,
directors, members, shareholders, partners, agents and employees (and any other
persons with a functionally equivalent role of a person holding such titles,
notwithstanding a lack of such title or any other title) of each such
controlling person, to the fullest extent permitted by applicable law, against
any losses, claims, damages or liabilities, joint or several, to which they may
become subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereof; (ii) any
blue sky application or other document executed by the Company specifically for
that purpose or based upon written information furnished by the Company filed in
any state or other jurisdiction in order to qualify any or all of the
Registrable Securities under the securities laws thereof (any such application,
document or information herein called a “Blue Sky Application”); (iii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; (iv)
any violation by the Company or its agents of any rule or regulation promulgated
under the 1933 Act applicable to the Company or its agents and relating to
action or inaction required of the Company in connection with such registration;
or (v) any failure to register or qualify the Registrable Securities included in
any such Registration in any state where the Company or its agents has
affirmatively undertaken or agreed in writing that the Company will undertake
such registration or qualification on Crestview’s behalf and will reimburse
Crestview, and each such officer, director or member and each such controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case
if and to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in conformity with information furnished by
Crestview or any such controlling person in writing specifically for use in such
Registration Statement or Prospectus.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    (ii)   
        Indemnification by
Crestview.  Crestview agrees, severally but not jointly, to
indemnify and hold harmless, to the fullest extent permitted by law, the
Company, its directors, officers, employees, and each person who controls the
Company (within the meaning of the 1933 Act) against any losses, claims,
damages, liabilities and expense (including reasonable attorney fees) resulting
from any untrue statement of a material fact or any omission of a material fact
required to be stated in the Registration Statement or Prospectus or preliminary
prospectus or amendment or supplement thereto or necessary to make the
statements therein not misleading, to the extent, but only to the extent that
such untrue statement or omission is contained in any information furnished in
writing by Crestview to the Company specifically for inclusion in such
Registration Statement or Prospectus or amendment or supplement
thereto.  In no event shall the liability of Crestview be greater in
amount than the dollar amount of the proceeds (net of all expense paid by
Crestview in connection with any claim relating to this Section 9 and the amount
of any damages Crestview has otherwise been required to pay by reason of such
untrue statement or omission) received by Crestview upon the sale of the
Registrable Securities included in the Registration Statement giving rise to
such indemnification obligation, net of reasonable and customary sales
commissions incurred in connection with the sale of the Registrable
Securities.

    


    (iii)           Conduct of Indemnification
Proceedings.  Any person entitled to indemnification hereunder
shall (i) give prompt notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in
the defense of such claim, but the fees and expenses of such counsel shall be at
the expense of such person unless (a) the indemnifying party has agreed to pay
such fees or expenses, or (b) the indemnifying party shall have failed to assume
the defense of such claim and employ counsel reasonably satisfactory to such
person or (c) in the reasonable judgment of any such person, based upon written
advice of its counsel, a conflict of interest exists between such person and the
indemnifying party with respect to such claims (in which case, if the person
notifies the indemnifying party in writing that such person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of
such person); and provided, further, that the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of
its obligations hereunder, except to the extent that such failure to give notice
shall materially adversely affect the indemnifying party in the defense of any
such claim or litigation.  It is understood that the indemnifying
party shall not, in connection with any proceeding in the same jurisdiction, be
liable for fees or expenses of more than one separate firm of attorneys at any
time for all such indemnified parties.  No indemnifying party will,
except with the consent of the indemnified party, consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect of such claim or
litigation.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    (iv)           Contribution.  If
for any reason the indemnification provided for in the preceding paragraphs (a)
and (b) is unavailable to an indemnified party or insufficient to hold it
harmless, other than as expressly specified therein, then the indemnifying party
shall contribute to the amount paid or payable by the indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable
considerations.  No person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the 1933 Act shall be entitled to
contribution from any person not guilty of such fraudulent
misrepresentation.  In no event shall the contribution obligation of a
holder of Registrable Securities be greater in amount than the dollar amount of
the proceeds (net of all expenses paid by such holder in connection with any
claim relating to this Section 9 and the amount of any damages such holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission) received by it upon the sale of the
Registrable Securities giving rise to such contribution obligation, net of
reasonable and customary sales commissions incurred in connection with the sale
of the Registrable Securities.

    


    The indemnity and contribution
agreements contained in this Section are in addition to any liability that the
Indemnifying Parties may have to the Indemnified Parties.

    


    (j)      
     Transfer of
Rights.  The rights under this Section 9 may be transferred to
any party to whom or which any of the Warrants are transferred provided such
party undertakes in writing to be bound by the terms of this Section 9
applicable to the Lender.

    


    10.              
        Miscellaneous.

    


    (a)           Entire
Agreement.  This
Agreement together with the Transaction Documents constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof and thereof.

    


    (b)           Waivers and
Amendments.  This
Agreement may be amended or modified, and the rights of the Company or the
Lender hereunder may only be waived, upon the written consent of the Company and
the Lender.

    


    (c)           Lender
Rights.  The
Lender will have the absolute right to exercise or to refrain from exercising
any right the Lender has under this Agreement, including the right to consent to
an amendment, waiver or modification of any of such
documents.

    


    (d)           Governing
Law; Venue.  This
Agreement and the related Transaction Documents will be governed by and
construed in accordance with the laws of the State of Nevada as applied to residents of that state
entering into contracts wholly to be performed in that state, without regards to
conflicts of laws principles.  The Lender hereby agrees that any suit,
action, or proceeding arising out of or relating to the Agreement and the Note,
any amendments or any replacements hereof, and any transactions or agreements
relating hereto will be brought in the courts of, or the Federal courts in, the
State of Nevada, County of Washoe, and the Lender hereby irrevocably consents
and submits to the jurisdiction of such courts for the purposes of any such
suit, action or proceeding, and the Lender agrees that service of process on the
Lender in such suit, action or proceeding may be made in the same way as is
prescribed by this Agreement for other notices.  The Lender hereby
waives, and agrees not to assert against the Company or any assignee thereof, by
way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, (a) any claim that he or she is not personally subject to the
jurisdiction of the above-named courts or that his or her property is exempt or
immune from setoff, execution or attachment, either prior to judgment or in
execution thereof, and (b) to the extent permitted by applicable law, any claim
that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of suit, action or proceeding is improper or that the Agreement, the
Note, or any amendments or any replacements hereof may not be enforced in or by
such courts.  Venue for such actions as set forth above is intended to
be inclusive.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    (e)           Notices.  Any notice, request or
other communication required or permitted hereunder will be in writing and will
be deemed to have been duly given if personally delivered or mailed by
registered or certified mail, postage prepaid, or by recognized overnight
courier or personal delivery or sent by facsimile, addressed (i) if to
Lender, at the address set forth on the signature page hereof or such other
address as it has furnished to the Company in writing in accordance with this
subsection, or (ii) if to Company, at the address set forth on the
signature page hereof or such other address as it has furnished to the Lender in
writing in accordance with this subsection.  A notice will be deemed
effectively given, (a) upon personal delivery to the party to be notified; (b)
when sent by confirmed facsimile if sent during normal business hours of the
recipient, and if not, then on the next business day; (c) five (5) days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt.

    


    (f)           Survival of
Warranties. The warranties,
representations and covenants of the Company and the Lender contained in or made
pursuant to this Agreement will survive the execution and delivery of this
Agreement and each Closing, and will continue as long as any Notes or Warrants
are outstanding or issuable.

    


    (g)           Expenses.  Each party will pay all
costs and expenses that it incurs with respect to the negotiation, execution,
delivery and performance of this Agreement and the Transaction
Documents.

    


    (h)           Validity.  If any provision of this
Agreement is judicially determined to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.

    


    (i)           Titles and
Subtitles.  The
titles and subtitles used in this Agreement are used for convenience only and
are not considered in construing or interpreting this
Agreement.

    


    (j)           Counterparts.  This Agreement may be
executed in any number of counterparts, each of which will be an original, but
all of which together will be deemed to constitute one
instrument.

    


    [INTENTIONALLY LEFT
BLANK]

    


    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the date first written above.

    


    
      	
              COMPANY:

               

              Golden Phoenix Minerals,
      Inc.,

              a Nevada
  corporation

            
	
               

              /s/
      David
      Caldwell                                                                

              By:  David Caldwell,
      Chief Executive Officer

               

              Address
      for Notice:

               

              1675 East Prater Way, Suite
      102

              Sparks, Nevada
    89434

            
	
               

               

              LENDER:

               

              Crestview Capital Master,
      LLC,

              a Delaware limited liability
      company

              By: Crestview Capital Partners,
      LLC (Sole Manager)

            
	
               
      

               

            
	
              /s/
      Stewart
      Flink                                                                

            
	
              By: Stewart
      Flink

            
	
               

              Address
      for Notice:

               

              95 Revere Drive, Suite A

              Northbrook, Illinois 60062

            


    

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    Confidential

    


     

    EXHIBIT A

     

    BRIDGE
NOTE

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    
      Confidential



    BRIDGE LOAN SECURED PROMISSORY
NOTE

    


    


    
      	
              $1,000,000

            	
              Made
      as of February 6, 2009

            
	 
      	 
      


    

    For value
received, Golden Phoenix Minerals, Inc., a Nevada corporation (“Maker”) HEREBY
PROMISES TO PAY to the order of Crestview Capital Master, LLC, a Delaware
limited liability company (“Holder”), the
principal sum of One Million Dollars ($1,000,000) (the “Principal Amount”)
together with simple interest on the unpaid Principal Amount at a rate equal to
the Wall Street Journal Prime Rate plus two percent (2.00%), computed on the
date hereof and thereafter on the first day of each calendar quarter and payable
pursuant to the terms of this Note (the “Interest
Rate”).

     

    The
following is a statement of the rights of Holder and the conditions to which
this Note is subject, and to which Holder hereof, by the acceptance of this
Note, agrees:

     

    1.           SECURITY
AGREEMENT. Maker’s obligations
under this Note are secured by a security interest in certain Collateral granted
by Maker to the original Holder of this Note pursuant to the terms of a certain
First Amended and Restated Security Agreement by and between Maker and Holder,
dated the date hereof (“Security Agreement”)
and attached hereto as Exhibit A, which
agreement is incorporated herein by reference, and by a certain Deed of Trust
and Mortgage (“Mortgage”) by and
between Maker and Holder and attached hereto as Exhibit B, which
Mortgage is incorporated herein by reference.  As used herein,
“Collateral” means any property of Maker now existing or hereafter acquired
which may at any time be or become subject to a security interest in favor of
Holder securing the payment and performance of Maker’s obligations under this
Note and as more specifically described in the Security Agreement.

     

    2.           PAYMENT
TERMS.

     

    (a)           Subject
to Sections 2(b) and 2(c) below, the Principal Amount, together with any unpaid
accrued interest thereon, shall be due and payable by Maker to Holder on the
earlier of (i)  November 6, 2009 (the “Maturity Date,” which
is a date that is nine (9) months from the date of the Subsequent Closing as
that term is defined in the Bridge Loan and Debt Restructuring Agreement by and
between Maker and Holder, dated the date hereof (the “Agreement”); (ii)
within two business days after the Maker’s entering into a joint venture with
respect to, or any sale or transfer to a third party pursuant to which there is
a transfer of, the ownership or the rights to exploit the mineral assets of
Maker’s gold mining property known as Mineral Ridge; or (iii) the date on
which such amounts are made automatically due and payable upon or after the
occurrence of an Event of Default (as defined below), at the principal offices
of the Holder or by mail to the address of the registered holder of this Note in
lawful money of the United States, except to the extent this Note (or a portion
hereof) shall have been previously prepaid pursuant to Section 4
hereof.

     

    (b)           On
the date that the Principal Amount, together with any unpaid accrued interest
thereon is due and payable, as determined above in Section 2(a) and below in
Section 2(c), Holder may, at its option, reduce the required repayment by Five
Hundred Thousand Dollars ($500,000) of principal owed, in consideration for the
issuance of warrants to purchase Five Million (5,000,000) shares (subject to
adjustment as set forth below) of the Company’s common stock, at an exercise
price of $0.05 per share (subject to adjustment as set forth below) (the “Warrants”) which
Warrants’ shall expire on a date that is two (2) years from the date of issuance
of the Warrants, with the remaining Five Hundred Thousand Dollars ($500,000) of
principal and any unpaid accrued interest immediately due and
payable.  This election by Holder must be made in writing and will be
deemed effectively given to Maker when given in accordance with the notice
provisions of this Note as set forth in Section 12 below, and must be given no
later than two (2) business days after the date that the Principal Amount,
together with any unpaid accrued interest thereon is deemed due and payable, as
determined above in Section 2(a) and below in Section 2(c).  Pursuant
to the Agreement, the warrants may be adjusted as to the number and type of
securities covered thereby and as to the exercise price.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    (c)           The
stated principal amount of this Note represents a portion of the $1,794,960 owed
on the date hereof by the Maker to the Holder, the balance of which the Holder
has agreed to forgive, provided that the principal and interest on this Note are
paid in full when due.  In certain Events of Defaults, the Holder
shall have such additional rights related to the Original Debt, as that term is
defined in the Security Agreement, as set forth in Section 3 below.

     

    3.           DEFAULT. An “Event of Default”
will occur if any of the following happens and such default is not cured, unless
otherwise provided in this Section 3, within a five (5) business-day period
after Holder has given Maker written notice of such default:

     

    (a)           Maker
fails to make any payment when due hereunder or under any other obligations for
the payment of money to Holder.

     

    (b)           Maker
breaches any material obligation to the Holder under this Note, the Security
Agreement, the Mortgage, the Agreement, the Debt Restructuring Secured
Promissory Note, or any Warrants or other documents issued in connection with or
related to the transaction of which this Note is a part (together the “Transaction
Documents”) or Maker fails to perform promptly at the time and in the
manner provided in this Note.

     

    (c)           Maker’s
commencement of a case or other proceeding (i) relating to the Maker under
bankruptcy laws, as now or hereafter constituted, or any other applicable
bankruptcy, insolvency or other similar laws, (ii) seeking the assignment for
the benefit of creditors, or the Maker becomes a debtor or alleged debtor in a
case under the U.S. Bankruptcy Code or becomes the subject of any other
bankruptcy or similar proceeding for the general adjustment of its debts; (iii)
seeking the appointment of a receiver, liquidated, assignee, custodian, trustee,
sequestrator (or similar official) of the Maker for all or substantially all of
the Maker’s property, or (iv) seeking the winding-up or liquidation of the
Maker’s affairs.

     

    (d)           (i)
An order for relief with respect to Maker is entered under bankruptcy laws, as
now or hereafter constituted, or any other applicable bankruptcy, insolvency or
other similar law, or (ii) any other order, judgment or decree shall be entered
in any proceeding by any court of competent jurisdiction appointing, without the
consent of Maker, a receiver, trustee or liquidator of Maker, or for all or
substantially all of its property, or a sequestering of all or substantially all
of the property of Maker, and any such order, judgment or decree or appointment
or sequestration shall be final or shall remain in force undismissed, unstayed
or unvacated for a period of ninety (90) consecutive days after the date of
entry thereof.

     

    (e)           Any
representation or warranty by Maker under or in connection with any of the
Transaction Documents shall prove to have been incorrect in any material respect
when made or deemed made.

     

    (f)           Maker
shall fail to perform or observe any other term, covenant or agreement contained
herein and any such failure shall remain unremedied for a period of twenty (20)
days from the occurrence thereof (unless Holder reasonably determines that such
failure is not capable of remedy).

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    Upon the
occurrence of any Event of Default, all Principal Amounts (and accrued but
unpaid interest thereon) outstanding under this Note shall become immediately
due and payable in full without further notice or demand by the
Holder.  The Holder, at its option, shall have the right to demand
payment of less than all of the Principal Amounts (and accrued but unpaid
interest thereon) due and payable under this Note, and if the Holder demands
such lesser amount, the Maker shall execute and deliver to the Holder a new
Note, dated the date hereof, evidencing the right of the Holder to the balance
of the Note not demanded by the Holder upon the same terms and conditions set
forth herein.  As provided in the Security Agreement, in an Event of
Default under Sections 3(a), (b) or (f), causing Maker to pay Holder any
remaining Principal and interest accrued thereon, then, despite any subsequent
cure of said Default, the Maker will issue and the Holder will accept a new Note
for $794,960 plus interest from the date hereof, having a maturity date, and
otherwise in the form of and as set forth in the Debt Restructuring Note of even
date herewith.

    


    4.           PREPAYMENT.  Maker
may at any time, without penalty, upon at least thirty (30) days’ advance
written notice to the Holder, prepay in whole or in part the unpaid balance of
this Note.  All payments will first be applied to the repayment of
accrued interest until all then outstanding accrued interest has been paid, and
then shall be applied to the repayment of principal.

    


    5.           OTHER
PROVISIONS RELATING TO INTEREST AND CHARGES. Notwithstanding any other
provision contained in this Note, or in any agreement, document or instrument
related to the transaction of which this Note is a part: (a) the Interest Rate,
charges and the payments provided for herein and therein shall in no event
exceed the rates and charges and the payments which would result in interest
being charged at a rate exceeding the maximum allowed by law; and (b) if, for
any reason whatsoever, the holder hereof ever receives as interest (or as a
charge in the nature of interest) in connection with the transaction of which
this Note is a part an amount which would result in interest being charged at a
rate exceeding the maximum allowed by law, such amount or portion thereof as
would otherwise be excessive Interest shall automatically be applied toward
reduction of the unpaid principal balance then outstanding
hereunder.  Any such amount shall not be applied toward payment of
interest (or toward payment of a charge in the nature of interest).

    


    6.           NO
AMENDMENT OR WAIVER EXCEPT IN WRITING.  This Note may be
amended or modified only by a writing duly executed by Maker and Holder, which
expressly refers to this Note and the intent of the parties so to amend this
Note.  No provision of this Note will be deemed waived by Holder,
unless waived in a writing executed by Holder, which expressly refers to this
Note, and no such waiver shall be implied from any act or conduct of Holder, or
any omission by Holder to take action with respect to any provision of this Note
or the Security Agreement.  No such express written waiver shall
affect any other provision of this Note, or cover any default or time period or
event, other than the matter as to which an express written waiver has been
given.

     

    7.           NO
BENEFIT.  Nothing expressed in, or to be implied from, this
Note is intended to give, or shall be construed to give, any person or entity,
other than the parties hereto and their permitted successors and assigns
hereunder, any benefit or legal or equitable right, remedy or claim under or by
virtue of this Note or under or by virtue of any provision herein.

     

    8.           ATTORNEYS’
FEES.  In the event any party is required to engage the
services of any attorneys for the purpose of enforcing this Note, or any
provision thereof, the prevailing party shall be entitled to recover its
reasonable expenses and costs in enforcing this Note, including attorneys’
fees.

     

    9.           TRANSFER.  Neither
this Note nor any rights hereunder may be assigned, conveyed or transferred, in
whole or in part, without Maker’s prior written consent, which Maker may
withhold in its sole discretion; provided, however, that this
Note may be assigned, conveyed or transferred, in whole or in part, without the
prior written consent of Maker to any person that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with Holder.  The rights and obligations of Maker and
Holder under this Note shall be binding upon and benefit their respective
permitted successors, assigns, heirs, administrators and
transferees.

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    10.           GOVERNING
LAW; VENUE.  This Note shall be governed by and construed under
the internal laws of the State of Nevada as applied to agreements among Nevada
residents or Nevada entities entered into and to be performed entirely within
Nevada, without reference to principles of conflict of laws or choice of
laws. By accepting this Note,
Holder hereby agrees that any suit, action, or proceeding arising out of or
relating to the Note, any amendments or any replacements hereof, and any
transactions or agreements relating hereto will be brought in the courts of, or
the Federal courts in, the State of Nevada, County of Washoe, and the Holder
hereby irrevocably consents and submits to the jurisdiction of such courts for
the purposes of any such suit, action or proceeding, and the Holder agrees that
service of process on the Holder in such suit, action or proceeding may be made
in the same way as is prescribed by this Note for other notices.  The
Holder hereby waives, and agrees not to assert against the Maker or any assignee
thereof, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, (a) any claim that he or she is not personally subject to the
jurisdiction of the above-named courts or that his or her property is exempt or
immune from setoff, execution or attachment, either prior to judgment or in
execution thereof, and (b) to the extent permitted by applicable law, any claim
that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of suit, action or proceeding is improper or that the Note, or any
amendments or any replacements hereof may not be enforced in or by such
courts.  Venue for such actions as set forth above is intended to be
inclusive.

     

    11.           HEADINGS.  The
headings and captions used in this Note are used only for convenience and are
not to be considered in construing or interpreting this Note.  All
references in this Note to sections and exhibits shall, unless otherwise
provided, refer to sections hereof and exhibits attached hereto, all of which
exhibits are incorporated herein by this reference.

     

    12.           NOTICES.  Unless
otherwise provided, any notice required or permitted under this Note shall be
given in writing and shall be deemed effectively given (i) at the time of
personal delivery, if delivery is in person; (ii) one (1) business day
after deposit with an express overnight courier for United States deliveries, or
two (2) business days after such deposit for deliveries outside of the United
States, with proof of delivery from the courier requested; or (iii) three
(3) business days after deposit in the United States mail by certified mail
(return receipt requested) for United States deliveries when addressed to the
party to be notified at the address indicated for such party on the signature
page to this Note, or at such other address as any party or Maker may designate
by giving ten (10) days’ advance written notice to all other
parties.

     

    13.           SEVERABILITY.  If
one or more provisions of this Note are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Note and the
balance of the Note shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.

     

    14.           MISCELLANEOUS.

     

    (a)           The
meaning of defined terms shall be equally applicable to both the singular and
plural forms of the terms defined.

     

    (b)           References
to agreements and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto.

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    (c)           References
to statutes or regulations are to be construed as including all statutory and
regulatory provisions consolidating, amending or replacing the statute or
regulation referred to.

     

    (d)           Any
captions and headings are for convenience of reference only and shall not affect
the construction of this Note.

     

     [SIGNATURE
PAGE IMMEDIATELY FOLLOWS]

     

    


     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the Maker
has caused this SECURED PROMISSORY NOTE to be signed in its name as of the date
first above written.

     

    


     

    MAKER

     

    GOLDEN
PHOENIX MINERALS, INC.

     

    

      
        
          
            
              

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      By:

                                                    	 	
                                                      /s/ David A. Caldwell

                                                    	 
      
	
                                                      Name:

                                                    	 	
                                                      David A. Caldwell

                                                    	 
      
	
                                                      Title:

                                                    	 	
                                                      CEO

                                                    	 
      
	
                                                      Address:

                                                    	 	      
                                                      1675 E. Prater Way, Suite
      102

                                                    	 
      
	 
      	 	
                                                      Sparks, NV 89434

                                                    	 
      
	 
      	 	 
      	 
      
	
                                                      HOLDER

                                                       

                                                    	 	 
      	 
      
	
                                                      CRESTVIEW
      CAPITAL MASTER, LLC

                                                       

                                                    
	
                                                      By:

                                                    	 	      
                                                      Crestview Capital Partners, LLC, its sole
      manager

                                                    	 
      
	
                                                      By:

                                                    	 	
                                                      /s/  Stewart
Flink

                                                    	 
      
	
                                                      Name:

                                                    	 	
                                                      Stewart Flink

                                                    	 
      
	
                                                      Title:

                                                    	 	
                                                      Manager

                                                    	 
      
	
                                                      Address:

                                                    	 	      
                                                      95 Revere Drive, Suite
    A

                                                    	 
      
	 
      	 	
                                                      Northbrook, IL 60062

                                                    	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                                   

              

            

          

        

      

    

    


    


    
      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

    


    SECURITY
AGREEMENT

    


     

     

    
 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

    


    MORTGAGE

     

     

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Assessor’s
Parcel Nos.  __________

    Recording
requested by and

    
      when
recorded return to:

    

    
      Crestview
Capital Master, LLC

    

    
      c/o
Thomas P. Erwin

    

    Erwin
& Thompson LLP

    One E.
Liberty Street, Suite 424

    Reno,
Nevada  89501

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        

      

    

    Deed
of Trust, Security Agreement,

    Assignment
of Leases and Rents and

    Fixture
Filing

    


    This Deed of Trust, Security Agreement,
Assignment of Leases and Rents and Fixture Filing ("Deed of Trust") is made
effective February 6, 2009 (the "effective date"), by and among Golden Phoenix
Minerals, Inc., a Nevada corporation (“Trustor”), 675 E. Prater Way, Suite 102,
Sparks, Nevada 89434, and Cow County Title Company, a Nevada corporation
(“Trustee”), P.O. Box 1608, 363 Erie Main Street, Tonopah, Nevada 89049, and
Crestview Capital Master, LLC (“Beneficiary”), a Delaware limited liability
company, 95 Revere Drive, Suite A, Northbrook, Illinois 60062.

    


    Recitals

    


    A.           Trustor
and Beneficiary are parties to the certain Production Payment Purchase Agreement
and Assignment dated effective June 12, 2007, and the Security Agreement dated
effective June 12, 2007, securing Trustor’s repayment to Beneficiary of advances
and loans made by Beneficiary to Trustor (the “Original Debt”), and Trustor and
Beneficiary are parties to the certain Bridge Loan and Debt Restructuring
Agreement dated as of January 30, 2009 (the “Loan Agreement”), the Secured
Promissory Note in the principal amount of One Hundred Thousand Dollars
($100,000.00) made as of January 30, 2009 (the “Interim Bridge Note”), which
Interim Bridge Note shall be cancelled and substituted with the Secured
Promissory Note in the principal amount of One Million Dollars ($1,000,000) (the
“Bridge Note”) simultaneously with execution hereof, a further Secured
Promissory Note in the principal amount of One Million Dollars ($1,000,000)
dated February 6, 2009 related to the restructuring of the Original Debt (the
“Debt Restructuring Note”) (the Bridge Note and Debt Restructuring Note may be
collectively referred to herein as the “Notes”), and the First Amended and
Restated Security Agreement dated as of February 6, 2009 (the “Amended Security
Agreement”), securing Trustor’s obligations under the Loan
Agreement.  All documents from time to time necessary to implement the
Loan Agreement and the Security Agreement, in each case as from time to time
amended, supplemented, replaced or restated, will be referred to as the “Loan
Documents”).

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    
 

    B.           In
accordance with the terms of the Loan Agreement, Trustor has agreed and
covenanted to execute and deliver this Deed of Trust as continuing collateral
security for the payment and performance of all present and future obligations
of Trustor to Beneficiary (including without limitation, at any time, the
Original Debt, all principal outstanding under the Notes and the Loan Agreement,
all accrued and unpaid interest thereon and all interest on accrued and unpaid
interest, and all accrued and unpaid fees, expenses, costs, indemnities and
other amounts payable to Beneficiary under the Notes and the Loan Agreement or
any other Loan Documents) (collectively, the “Secured
Obligations”).  This Deed of Trust is intended to grant to and provide
Beneficiary with the liens and security interests as called for in the Loan
Agreement with respect to Trustor’s present and future properties and
assets.

    


    THIS DEED
OF TRUST IS GOVERNED BY THE PROVISIONS OF NRS 106.300 TO 106.400, INCLUSIVE, AND
SECURES FUTURE ADVANCES TO A MAXIMUM PRINCIPAL AMOUNT OF FOUR MILLION DOLLARS
($4,000,000.00).

    


    THIS DEED
OF TRUST COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES ON THE REAL ESTATE
DESCRIBED IN THIS DEED OF TRUST AND ALSO COVERS MINERALS OR THE LIKE TO BE
FINANCED AT THE MINEHEAD OF THE MINE OR MINES LOCATED ON THE REAL ESTATE
DESCRIBED IN THIS DEED OF TRUST.  THIS DEED OF TRUST IS TO BE FILED
FOR RECORD IN THE REAL ESTATE RECORDS AS, AMONG OTHER THINGS, A FINANCING
STATEMENT AND A FIXTURE FILING.

    


    In consideration of the mutual promises
contained in the Loan Agreement, this Deed of Trust and the other Loan
Documents, the debts and trusts described in this Deed of Trust and other good
and valuable consideration, the receipt and sufficiency of which the parties
acknowledge, and for the purpose of securing, in such order of priority as
Beneficiary may determine, payment and performance of all Secured Obligations,
Trustor, in consideration of the obligations and rights of the parties, and for
the purposes described in this Deed of Trust, agrees with Trustee and
Beneficiary as follows:

    


    1.           Grant of
Security.  Trustor irrevocably assigns, bargains, confirms,
conveys, grants, sells and transfers to Trustee in trust, with power of sale,
and grants a security interest to Beneficiary in, all of the following
collateral (the “Collateral”) more specifically described as
follows:

    


    1.1           All
of Trustor’s present or after-acquired right, title and interest in and to the
fee lands, patented mining claims, unpatented mining claims, and other real
property interests described in Exhibit A attached to
and by this reference made part of this Deed of Trust (collectively, the
“Mineral Ridge Properties”), and any amended, relocated, renewal or replacement
unpatented mining claims or leases belonging to Trustor covering lands situated
within or adjacent to the Mineral Ridge Properties (collectively the “Claims”),
together with all of the gold, silver, copper and other minerals, ore,
concentrates, dore bar and refined metals in, on or under the Mineral Ridge
Properties (collectively the “Minerals”) whether or not severed or extracted
from such property (the Mineral Ridge Properties, the Claims, and the Minerals
are collectively referred to in this Deed of Trust as the “Land”).

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    1.2           Together
with (i) all the buildings, structures and improvements of every nature now or
later situated on the Land; (ii) all fixtures now or later owned or leased by
Trustor or in which Trustor has any interest, and all extensions, additions,
accessions, improvements, betterment, renewals, substitutions, and replacements
to any of the foregoing (the “Improvements”), and all of the right, title and
interest of Trustor in and to any such fixtures and improvements, subject to any
Permitted Encumbrances, as defined in Section 3.1, shall, to the fullest extent
permitted by law, be conclusively deemed fixtures and a part of the real
property encumbered; and (iii) all architect’s drawings, plans or reports,
engineer’s drawings, plans or reports, surveys and other general intangibles of
any nature constituting part of or relating to the Land and the
Improvements.

    


    1.3           Together
with all easements, rights-of-way, gores or strips of land, streets, ways,
alleys, passages, sewer rights, water courses, water resources, water rights
(including, without limitation, the water rights and applications for water
rights described in Exhibit A) and
powers, and all appurtenances, in any way belonging, relating or appertaining to
any of the property described in Sections 1.1 and 1.2 or which shall in any way
belong, relate or be appurtenant to the Land or the Improvements, whether now
owned or later acquired by Trustor.

    


    1.4           Together
with all the estate, right, title and interest of Trustor in and to all
judgments, insurance proceeds, awards of damages and settlements hereafter made
resulting from condemnation proceedings or the taking of all or any part of the
property described in Sections 1.1, 1.2 and 1.3 under power of eminent domain,
or for any damage (whether caused by such taking or otherwise) to all or any
part of the property described in Sections 1.1, 1.2 and 1.3 or to any rights
appurtenant, and all proceeds of any sales or other dispositions of all or any
part of the property described in Sections 1.1, 1.2 and 1.3 (provided that the
foregoing shall not be deemed to permit such dispositions except as provided in
this Deed of Trust or the Loan Agreement); and Beneficiary is authorized to
collect and receive said awards and proceeds and to give proper receipts and
accountings for them, and (if it so elects) to apply the same toward the payment
of the Secured Obligations then due and payable, notwithstanding the fact that
the amount owing may not then be due and payable; and all accounts, contract
rights, general intangibles, actions and insurance proceeds and unearned
premiums arising from or relating to the property described in Sections 1.1, 1.2
and 1.3 and all proceeds, products, replacements, additions, substitutions,
renewals and accessions of and to the property described in Sections 1.1, 1.2
and 1.3.

    


    1.5           Together
with all rents, income, maintenance fees, and other benefits to which Trustor
may now or later be entitled from the property described in Sections 1.1, 1.2
and 1.3, to be applied against the Secured Obligations; provided, however, that
permission is given to Trustor, so long as no Event of Default, as defined in
Section 15, has occurred to collect and use such rents, income, maintenance fees
and other benefits as they become due and payable, but not in advance. Upon the
occurrence of any such Event of Default, the permission given to Trustor to
collect such rents, income, maintenance fees and other benefits from the
property described in Sections 1.1, 1.2 and 1.3 shall automatically terminate
and such permission shall not be reinstated upon a cure of such Event of Default
without Beneficiary's specific written consent.

    


    Notwithstanding anything to the
contrary contained in this Deed of Trust, the foregoing provisions shall
constitute an absolute, unconditional and present assignment of the rents,
income and other benefits from the property described in Sections 1.1, 1.2 and
1.3 above, to Beneficiary, subject, however, to the limited license given to
Trustor to collect and use such rents, income and other benefits; and the
existence or exercise of such right by Trustor shall not operate to subordinate
this assignment to any subsequent assignment by Trustor which shall not be made
without the prior written approval of Beneficiary and shall be subject to the
rights of Trustee and Beneficiary.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    1.6           Together
with all right, title and interest of Trustor in and to all leases and subleases
relating to or affecting all or any part of the property described in Sections
1.1, 1.2 and 1.3, now or later existing or entered into during the term of this
Deed of Trust, including any extensions or renewals, and any and all deposits
held as security under such leases and subleases, advance rentals and other
deposits or payments of a similar nature, reserving unto Trustor the right to
collect and use the same as well as any other statutory rights Trustor may have,
except during continuance of an Event of Default, during which time Beneficiary
may collect and enforce the same by any lawful means in the name of any party;
provided that, in case of foreclosure sale, Trustor’s interest in any such
leases and subleases then in force shall, upon expiration of Trustor's rights,
pass to the purchaser at such sale, subject to election by said purchaser to
terminate or enforce any of such leases or subleases.

    


    1.7           All
of Trustor’s present or after acquired right, title and interest in and to the
surface or subsurface equipment, machinery, motor vehicles and other rolling
stock, facilities, fixtures (as defined in accordance with applicable law) and
structures, supplies, inventory and other chattels and personal property now or
hereafter located in, on or under, affixed to or installed on the Lands or the
Improvements or used or purchased for use by Trustor in connection with the
locating, mining, production, storage and transportation, treatment, manufacture
or sale of Minerals or the use or operation of the items listed above, the Land
or the Improvements (collectively the “Operating Equipment”), including, without
limitation, those items listed in Exhibit B attached to
and by this reference made part of this Deed of Trust.

    


    1.8           All
of the accounts, contract rights (including, without limitation, all of
Trustor’s right, title and interest under the agreements, contracts, licenses,
and other instruments described in Exhibit C attached to
and by this reference made part of this Deed of Trust (the “Material Mine
Contracts”), as well as any other present or future access, joint venture,
mining, operating or other agreement relating to the development or operation of
the Land) and general intangibles (including, without limitation, the interest
of Trustor in any company, limited liability company, joint venture or
partnership formed for the purpose of developing or operating any part of the
Land), rental approvals, consents, licenses and permits (to the extent a
security interest may be granted in them) now or after the effective date
arising from, used in connection with or relating to the locating, mining,
production and storage, transportation, treatment, manufacture or sale of
Minerals or for the use or operation of the Land or the
Improvements.

    


    1.9           Together
with any and all further or greater estate, right, title, interest, claim and
demand whatsoever of Trustor, whether now owned or later acquired in or to any
of the property described in Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7 and 1.8
above.

    


    1.10           Together
with Trustor's rights to further encumber the property described in Sections
1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 1.8 and 1.9 above for debt.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    1.11           All
of Trustor's claims, demands and causes of action, whether accrued before or
after the effective date, for damage to the Land or the Improvements, arising
from the ownership of the Land or the Improvements or the construction of
improvements on the Land or the Improvements, are assigned to Beneficiary,
including, but not limited to those (1) in connection with the transaction
financed in whole or in part by the funds loaned to Trustor by Beneficiary; (2)
against former owners of the Land or the Improvements; (3) against owners of the
adjoining property; (4) against suppliers of labor, materials or services to the
Land or the Improvements; (5) arising in tort or contract; and (6) for fraud or
concealment of a material fact; the proceeds of any such claim, demand or cause
of action shall be paid to Beneficiary who, after deducting from such payment
all its expenses, including reasonable attorney's fees and costs, may apply such
proceeds to the Secured Obligations or to any deficiency under this Deed of
Trust or may release any moneys so received by it to Trustor as Beneficiary may
elect.  After such occurrence or determination, Beneficiary, at its
option, may appear in and prosecute in its own name any action or proceeding to
enforce any such claim, demand or cause of action and may make any compromise or
settlement of any such claim, demand or cause of action.

    


    All of the property and rights
described in Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 1.8, 1.9, 1.10 and 1.11
above, and each item of property described in those sections, collectively are
referred to in this Deed of Trust as the "Property."

    


    1.12           Trustor’s
assignment and grant of a security interest in any property or right comprising
part of the Property for which consent of a third party is required shall be
conditioned upon Trustor obtaining such consent.  Trustor’s execution,
delivery and recording of this Deed of Trust are not, and the same shall not be
construed to be, Beneficiary’s assumption or exercise of the administration,
control, management, operation or ownership of Trustor, Trustor’s assets,
Trustor’s business or the Property, including, without limitation, any
approvals, consents, licenses or permits issued to or held by
Trustor.

    


    1.13           To
the extent permitted by and subject to applicable law, the lien of this Deed of
Trust will automatically attach, without further act, to all after acquired
fixtures and improvements which are part of the Property.

    


    2.        
   Performance
of the Loan Agreement, Notes and Deed of Trust.  Trustor shall
fully perform, observe and comply with all provisions of the Loan Agreement,
this Deed of Trust and the other Loan Documents.  Trustor will
promptly pay and perform all of the Secured Obligations as and when the same
become due pursuant to the terms of the Loan Documents.  All sums
payable by Trustor shall be payable in immediately available funds.

    


    


    3.    
       General Representations, Covenants
and Warranties.  Trustor represents, covenants and warrants
that:

    


    3.1           Fee Title.  Trustor
holds and owns good and marketable title in fee simple to the fee lands and
patented mining claims which constitute part of the Property, and has all right,
full power and lawful authority to mortgage and pledge the same and Beneficiary
may at all times peaceably and quietly enter upon, hold, occupy and enjoy such
Property in accordance with the terms of this Deed of Trust; and such Property
is free and clear of all damages, claims, encumbrances, liens, royalties and
security interests, except any of the foregoing disclosed by Trustor to
Beneficiary and consented to in writing by Beneficiary, including mineral
production royalties on the Land as represented by instruments recorded in the
Office of the Recorder of Esmeralda County, Nevada, on or before the effective
date (collectively, the “Permitted Encumbrances”).

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    3.2           Title to Unpatented Mining
Claims.  Regarding the unpatented mining claims which
constitute all or a portion of the Property, Trustor covenants, represents and
warrants that: (a) the unpatented mining claims were properly located in
accordance with applicable federal and state laws and regulations; (b) all
assessment work requirements for the unpatented mining claims have been
performed and all filings and recordings of proof of performance have been made
properly and all federal annual unpatented mining claim maintenance and rental
fees have been paid properly and timely; (c) the unpatented mining claims are in
good standing, and Trustor has good title to and owns the entire undivided legal
and equitable interest in the unpatented mining claims, subject to the paramount
title of the United States and Permitted Encumbrances; (d) Trustor has good
right and full power to assign, convey, grant and transfer the interests
described in this Deed of Trust; and (e) the unpatented mining claims are free
and clear of all damages, claims, encumbrances, liens, royalties and security
interests, except the Permitted Encumbrances. Trustor makes no representation or
warranty concerning the discovery or presence of valuable minerals on the
unpatented mining claims which comprise all or a portion of the
Property.

    


    


    3.3           No
Conflict.  Trustor covenants, represents and warrants
that:  (a) Trustor’s execution and delivery of this Deed of Trust will
not conflict with or result in a breach of (i) Trustor’s constituting documents;
(ii) any applicable Law binding on or affecting Trustor’s properties; (iii) any
contractual restriction binding on or affecting Trustor or its properties
(including any Material Mine Contract); or (iv) any writ, judgment, injunction,
determination or award which is binding on Trustor; (b) Trustor’s execution and
delivery of this Deed of Trust will not result in, or require or permit (i) the
imposition of any Lien (other than the Security) on or with respect to any
properties now owned or hereafter acquired by Trustor; or (ii) the acceleration
of the maturity of any Trustor’s indebtedness under any contractual provision
binding on or affecting it; (c) Trustor is not aware of any actions, proceedings
or suits (whether or not purportedly on behalf of Trustor) pending or threatened
against or affecting Trustor or any part of the Property which have a material
likelihood of being determined adversely to Trustor and, if so adversely
determined, would have a material adverse effect on Trustor’s operations on and
ownership of the Land; (d) Trustor has not previously assigned, conveyed,
encumbered, granted, subleased or otherwise transferred any of its interest in
the Property except pursuant to the royalty agreements described as Permitted
Encumbrances or as described in Exhibit A; and (e) there has been no act or
omission by Trustor which could result by notice or lapse of time in the
abandonment, breach, default, forfeiture, relinquishment or termination of any
agreement by or under which Trustor holds or owns any interest in the
Property.

    


    


    3.4           Maintenance of Unpatented Mining
Claims. Beginning with the annual assessment work period of September 1,
2008, to September 1, 2009, and for each annual assessment work year commencing
during the term of this Deed of Trust, Trustor shall perform for the benefit of
the unpatented mining claims which constitute all or part of the Claims work of
a type customarily deemed applicable as assessment work and of sufficient value
to satisfy the annual assessment work requirements, if any, of all applicable
federal, state and local laws, regulations and ordinances, and shall prepare
evidence of the same in form proper for recordation and filing, and shall timely
record and/or file such evidence in the appropriate federal, state and local
office as required by applicable federal, state and local laws, regulations and
ordinances.  If under applicable federal, state or local laws and
regulations annual mining claim maintenance or rental fees are required to be
paid for the unpatented mining claims which constitute all or part of the
Claims, beginning with the annual assessment work year of September 1, 2008, to
September 1, 2009, Trustor shall timely and properly pay the annual mining claim
maintenance or rental fees, and shall execute and record or file, as applicable,
proof of payment of the annual mining claim maintenance or rental fees and of
Trustor’s intention to hold the unpatented mining claims which constitute all or
part of the Claims.  Trustor shall perform such work, pay such fees
and complete such filings and recordings as are required under applicable
federal, state and local laws before the time required for completion of such
acts, and shall deliver to Beneficiary proof of performance of such acts not
less than fifteen (15) days before the time required for performance of such
acts.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    3.5           Amendment and Relocation of
Unpatented Mining Claims. Except as provided in this Deed of Trust,
Trustor shall not abandon any unpatented mining claims or millsites covering any
material part of the Property without Beneficiary’s advance
consent.  On not less than fifteen (15) days’ advance written notice
to Beneficiary and Beneficiary’s advance consent, Trustor shall have the right
to amend or relocate any of the unpatented mining claims and millsites which
constitute part of the Claims or to locate any additional unpatented mining
claims or millsites which constitute all or part of the Claims.  In
such event, all such unpatented mining claims and millsites shall automatically
be brought within the terms and provisions of this Deed of Trust, to the extent
permitted by applicable law, and Trustor shall execute and deliver any
instrument which Beneficiary reasonably requires to evidence the inclusion of
such unpatented mining claims and millsites within the coverage of this Deed of
Trust.

     

    3.6           Maintenance of Lien. Trustor
will maintain and preserve the lien of this Deed of Trust until all of the
Secured Obligations have been paid and performed in full and Trustor shall have
no further obligations in respect of the Loan Agreement or any other Loan
Document.

     

    3.7           Binding Obligations. Trustor’s
obligations under this Deed of Trust are the valid and binding obligations,
enforceable in accordance with their respective terms, and Trustor’s execution
and delivery and performance of such obligations do not contravene any law,
order, decree, rule or regulation to which Trustor is subject.

     

    3.8           Compliance With Environmental
Laws.  Except as allowed by law, since Trustor's taking of
possession of the Property, the Property has not and does not, and during the
term this Deed of Trust remains an encumbrance upon the Property, will not
contain any chemical or other substance that is prohibited, limited or regulated
by law, or that might pose a hazard to health or safety (including, but not
limited to, asbestos, asbestos - containing materials, radon gas, urea
formaldehyde foam insulation and polychlorinated biphenyls; or any other
substance deemed to be a "hazardous material", "toxic substance", "hazardous
substance", "hazardous waste" or "solid waste" (collectively "Hazardous
Substances"), by the United States Environmental Protection Agency or in the
Resource Conservation and Recovery Act of 1976, 42 US § 6901, et seq., ("RCRA"),
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 US  § 9601, et seq., ("CERCLA"), the Hazardous Materials
Transportation Act, 49 US § 1801 et seq., the Clean Air Act, 42 USC § 7401, et
seq., the Clean Water Act, 33 USC § 1251, et seq., the Safe Drinking Water Act,
21 USC § 349 and 42 USC § 201 and § 300(f), et seq., the National Environmental
Policy Act of 1969, 42 USC § 4321, the Superfund Amendment and Reauthorization
Act of 1986 (codified in various sections of 10 USC, 29 USC, 33 USC and 42 USC),
and Title III of the Superfund Amendment and Reauthorization Act, 40 USC § 1101,
et seq, Nevada Revised Statutes Chapter 40 and Chapter 459, or any and all
regulations promulgated under any such law, or any and all similar or successor
laws (collectively "Environmental Laws").

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    3.9         
   Indemnification. Trustor shall
defend, indemnify and hold harmless Beneficiary, and Beneficiary's successors,
assigns, affiliates and the respective agents, directors, employees, officers
and representatives of Beneficiary and such affiliates from any and all
liability of any kind for any actions, costs, damages, disbursements, expenses,
judgments, liabilities, obligations, penalties or suits in any way arising from
or relating to Trustor's performance or breach of its obligations under this
Deed of Trust, including violation of any Environmental Laws relating to or
affecting the Property or Trustor, in the manner prescribed in the Loan
Agreement.

     

    3.10           Conduct of Operations. Trustor
shall cause all mining and milling operations to be done in accordance with
usual mining industry practices and standards, and permit Trustee or
Beneficiary, through its agents and employees, at Trustee’s expense, to enter on
the Collateral for the purpose of investigating and inspecting the condition,
operation and use of the Collateral (including soil and groundwater sampling and
monitoring), provided, however, that Trustee or Beneficiary shall conduct such
investigations and inspections in accordance with applicable provisions of the
Loan Agreement and in a manner so as to minimize the disruption of Trustor’s
operations on the Collateral.

     

    3.11           Notice of Environmental Matters.
Trustor shall immediately notify Beneficiary of any breach of any
representation, covenant or warranty contained in this Deed of Trust pertaining
to Environmental Laws and of the receipt of any knowledge or notice pertaining
to any Hazardous Substance, or the release or threatened release of any
Hazardous Substance, or Environmental Laws from any governmental authority or
any other source or person relating in any manner to the Property.

     

    3.12           Statutory
Covenants.  The following covenants in NRS 107.030 are adopted
and incorporated by reference in this Deed of Trust:  No. 3 and No.
8.

     

    3.13           Survival of Representations and
Warranties. All representations, warranties, covenants and disclosures of
Trustor contained in this Deed of Trust shall survive the execution and delivery
of this Deed of Trust and shall remain continuing covenants, conditions,
representations and warranties of Trustor so long as any portion of the Secured
Obligations remain outstanding and shall inure to the benefit of and be
enforceable by any person who may acquire title pursuant to foreclosure
proceedings or deed in lieu of foreclosure.

     

    4.           Compliance with Laws. Since
Trustor's taking of possession of the Property, the Property has complied in all
material respects with and from the date of this Deed of Trust will continue to
comply in all material respects with, all applicable restrictive covenants,
applicable zoning and subdivision ordinances and building codes and all other
applicable laws, rules and regulations. If Trustor receives notice from any
federal, state or other governmental body that Borrower or the Property is not
in compliance in any material respect with any ordinance, code, law or
regulation, Trustor will immediately attempt to cure any violation and will
provide Beneficiary with a copy of such notice promptly.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    5.           Taxes
and Impositions.

    


    5.1           Payment of Taxes. All real
property taxes and assessments, general and special, and all other taxes and
assessments of any kind or nature whatsoever, including, without limitation,
non-governmental levies or assessments such as charges for water or sewer
maintenance, association dues or charges or fees levied, or charges resulting
from covenants, conditions and restrictions affecting the Property which are
assessed or imposed upon the Property, or become due and payable, and which
create or appear to create a lien upon all or any part of the Property (all of
which taxes, assessments and other governmental charges of like nature are later
referred to as "Impositions"), shall be the obligation of
Trustor.  Trustor shall pay or cause to be paid all Impositions, when
due, before delinquency, shall file all required forms with appropriate
governmental authorities when due and shall deliver to Beneficiary evidence of
payment of all Impositions within fifteen (15) days of their due
dates.  Notwithstanding the foregoing, Trustor shall have the right to
contest or protest any such taxes and assessments.

     

    5.2           No Joint Assessment. Trustor
covenants and agrees not to suffer, permit or initiate the joint assessment of
the real and personal property, or any other procedure where the lien of the
real property taxes and the lien of the personal property taxes shall be
assessed, levied, or charged to the Property as a single lien, or by which the
Property shall be assessed, levied or charged together with any other real
property owned by Trustor.

     

    5.3           Payment of Revenue
Stamps.  If, at anytime, the United States of America, the
State of Nevada, any other state, or any governmental subdivision having
jurisdiction, shall require internal revenue stamps to be affixed to this Deed
of Trust, or other tax paid on or in connection with the execution, delivery or
recording of any of the same, Trustor will pay them with any interest or other
charges imposed in connection with the execution, delivery or
recording.

     

    6.           Insurance.

    


    6.1           Required
Insurance.  Trustor will keep the Property insured for the
benefit of Beneficiary, with companies approved by Beneficiary, acting
reasonably, and shall obtain, maintain and keep in force policies of insurance
for commercial general liability and property against all risks and such other
coverages and in such amounts as Trustor is obligated to obtain and maintain as
prescribed in the Loan Agreement. All policies of insurance required under the
terms of this Deed of Trust shall contain an endorsement or agreement by the
insurer that any loss shall be payable to Beneficiary in accordance with the
terms of such policy notwithstanding any act or negligence of Trustor which
might otherwise result in forfeiture of such insurance and the further agreement
of the insurer waiving all rights of set off, counterclaim or deductions against
Trustor.  The policies shall name Trustee as an additional
insured.  All insurance required to be obtained and maintained by
Trustor under this Deed of Trust shall be written and issued in a manner
sufficient such that Trustor is not a co-insurer under any such
policy.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    6.2           Endorsement for Beneficiary.
All policies of insurance shall have attached to them a lender's loss
payable endorsement for the benefit of Beneficiary in form satisfactory to
Beneficiary.  Trustor shall on Beneficiary's request furnish to
Beneficiary a certificate of all policies of required insurance.  If
Beneficiary consents to Trustor's provision of any of the required insurance
through blanket policies carried by Trustor and covering more than one location,
Trustor shall deliver to Beneficiary a certificate of insurance for each such
policy describing the coverage, the limits of liability, the carrier's or
insurer's name, the policy number, and the expiration date.  At least
thirty (30) days before the expiration of each such policy, Trustor shall
deliver to Beneficiary evidence satisfactory to Beneficiary of the payment of
premium and the reissuance of the policy continuing the insurance in force as
required by this Deed of Trust.  Each policy shall contain a provision
that the policy will not be cancelled or materially amended, which terms shall
include any reduction in the scope or limits of coverage, without at least
fifteen (15) days' prior written notice to Beneficiary.  If Trustor
fails to provide, maintain, keep in force or deliver and furnish to Beneficiary
the policies of insurance required under this Section, Beneficiary may, but is
not obligated to, procure such insurance or single-interest insurance for such
risks covering Beneficiary's interest.

     

    6.3           Payment of Premiums. Trustor
will reimburse Beneficiary for any premiums paid for insurance made by
Beneficiary on Trustor's default in obtaining and maintaining insurance or in
assigning and delivering policies of insurance, together with interest at the
rate provided in the Loan Agreement.

     

    6.4           Use of Insurance Proceeds. So
long as there is no Event of Default and subject to the provisions of Section
8.3, Trustor shall be entitled to retain and apply the proceeds of any insurance
policy on the Property paid on any loss covered by such insurance policy,
provided, however, that Trustor shall apply and pay the proceeds under any such
insurance policy to the repair and restoration of the Property.  If
there is an existing Event of Default:  (a) Beneficiary is authorized
and empowered to adjust or compromise any loss under any insurance policy on the
Property and to collect and receive the proceeds from any such policy; (b) each
insurer under such a policy is authorized and directed to make payments in the
event of loss to Beneficiary directly; (c) after deducting its expenses incurred
in collection or handling, Beneficiary shall be entitled to retain and apply the
proceeds of any such insurance to the payment and performance of the Secured
Obligations, whether or not then due, or, if Beneficiary, in the sole discretion
of Beneficiary, shall so elect, Beneficiary may hold any and all such proceeds
for application to payment of the cost of restoration or release any proceeds to
Trustor or whoever is represented to be the owner of the Property at that time;
and (d) Beneficiary shall have no liability to Trustor for failure to collect
such payments in a timely manner or otherwise.

     

    6.5           Successor Rights to Insurance.
To the extent permitted by law and the policies of insurance obtained and
maintained by Trustor, in the event of a foreclosure of this Deed of Trust, the
purchaser of the Property shall succeed to all the rights of Trustor, including
any rights to the proceeds of insurance and to unearned premiums to the extent
such proceeds and unearned premiums arise from events occurring or the passage
of time after the sale on foreclosure of this Deed of Trust, in and to all
policies of insurance assigned to Beneficiary.

     

    6.6           No Beneficiary Liability for
Insurance. Beneficiary shall not, by the fact of approving, disapproving,
accepting, preventing, obtaining or failing to obtain any insurance, incur any
liability for or with respect to the amount of insurance carried, the form or
legal sufficiency of insurance contracts, solvency of insurance companies, or
payment or defense of lawsuits, and Trustor expressly acknowledges and agrees
that Trustor has full responsibility and bears all liability for such
obligations.  Trustor waives any and all right to claim or recover
against Beneficiary or Beneficiary's agents, employees, officers or
representatives for loss of or damage to Trustor, the Property, Trustor's
property or the property of others, whether or not under Trustor's control, from
any cause insured against or required to be insured against under this Deed of
Trust.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    6.7           Delivery of Insurance Bills.
If an Event of Default occurs and on Beneficiary's request, Trustor shall
deliver to Beneficiary copies of all bills, statements or other documents
relating to insurance premiums and evidence of payment of the insurance
premiums.

    6.8

    


    7.       
    Condemnation. To the extent
allowed under applicable law, Beneficiary shall be entitled to all compensation
awards, damages, claims, rights of action, settlement and proceeds of, or on
account of, any damage or taking through condemnation or arising from a
conveyance in lieu of condemnation, and is authorized, at its option, to
commence, appear in and prosecute in its own or Trustor's name any action or
proceeding relating to any condemnation and to settle or compromise any claim
asserted in any such action or proceeding.  All such compensation,
awards, damages, claims, rights of action and proceeds and other payments or
relief, and the right to them, are included in the Property and Beneficiary,
after deducting from such proceeds and payments all of its expenses, including
attorneys' fees, may release any monies so received by it to Trustor or whoever
is represented to be the owner of the Property at that time, without affecting
the lien of this Deed of Trust, or may apply the same in such manner as
Beneficiary shall determine, to the reduction of the Secured
Obligations.  Any balance of such monies then remaining shall be paid
to Trustor or whoever is represented to be the owner of the Property at that
time.  Trustor agrees to execute such further assignments of any
compensation awards, damages, claims, rights of action, settlements and proceeds
as Beneficiary may require.  Notwithstanding any such condemnation or
conveyance in lieu of condemnation, Trustor shall  continue to pay
interest, computed at the rate provided in the Loan Agreement, on the entire
unpaid balance of the Secured Obligations.

     

    8.
           Care of
Property.

    


    8.1           Maintenance of Property.
Trustor shall preserve and maintain the Property in good condition and
repair (except to the extent, if applicable, that non-compliance is expressly
permitted by the Loan Agreement).  Trustor shall not permit, commit or
suffer any waste, impairment or deterioration of all or any part of the Property
which is inconsistent with customary mining practices in the North American
mining industry, and will not take any action which will increase the risk of
fire or other hazard to all or any part of the Property.  Trustor
shall supply to Beneficiary, promptly upon receipt by Trustor, any report,
assessment or other evaluation pertaining to the physical condition of the
Property, including but not limited to the presence of any Hazardous Substance
or the condition of any underground storage tank.

     

    8.2           Removal and Destruction of Property.
Except as otherwise provided in this Deed of Trust or as expressly
permitted by the Loan Agreement, no part of the Property shall be removed,
demolished or materially altered without the prior written consent of
Beneficiary.  Trustor shall have the right, without such consent, to
remove and dispose of, free from the lien of this Deed of Trust, any part of the
Property, which is a fixture as from time to time may become worn out or
obsolete, provided that either simultaneously with or prior to such removal, any
such property necessary for the conduct of Trustor’s business at or on the
Property shall be replaced with other property of equal utility and of a value
at least equal to that of the replaced property when first acquired and free
from any security interest of any other person, and by such removal and
replacement Trustor shall be deemed to have subjected such replacement property
to the lien of this Deed of Trust.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    8.3           Notice of Damage to Property.
If any part of the Property is lost, damaged or destroyed by fire,
condemnation or any other cause, Trustor will give immediate written notice to
Beneficiary and, provided that an Event of Default has not occurred, Trustor
shall have the option to either:  (a) promptly restore the Property to
the equivalent of its original condition; or (b) use the proceeds of any
insurance policy or condemnation award to make payments towards the unpaid
balance of the Secured Obligations.

    


    8.4           Repair of Property. To the
extent required under applicable laws, regulations and ordinances, no work of
repair or improvement on or to the Property shall be undertaken until Trustor's
plans and specifications have been approved by all governmental and regulatory
agencies having jurisdiction of the Property and such agencies shall have issued
governmental approvals, licenses, permits, special use permits and zoning
changes or variances as required by applicable laws, regulations and
ordinances.

     

    9.         
  Transfer; Further
Encumbrance of Property.  Except as otherwise permitted,
Trustor shall not, directly or indirectly, alienate or further encumber any
interest in all or any part of the Property, assign, contract to sell, convey,
sell or transfer, either voluntarily or involuntarily, all or any part of the
Property or any interest in it, nor shall a voluntary grant of an option,
pledge, sale or other transfer or any change in the ownership or control of
Trustor be effected, in each case except to the extent, if applicable, that the
same is expressly permitted by the Loan Agreement.  Any such sale,
conveyance, alienation, transfer, pledge, option, or encumbrance made without
Beneficiary's prior written consent (and not expressly permitted by the Loan
Agreement) shall be void, and shall give Beneficiary the right and option to
declare any or all of the Secured Obligations to be forthwith due and payable
(subject to any applicable limitation in the Loan Agreement).  The
right and option of Beneficiary under this subsection to declare a default for
any of the above-mentioned acts or events may be exercised at any time after the
occurrence of any such act or event and Beneficiary's acceptance of one or more
payments of payments payable by Trustor or performance of any of Trustor's
obligations shall not constitute a waiver of Beneficiary's right and
option.  Beneficiary's consent to any alienation, assignment,
conveyance, disposition, encumbrance or other lien, sale or transfer or failure
to exercise such right and option concerning any of the foregoing shall not be
construed as a waiver of Beneficiary's right and option with regard to any
subsequent transactions.  Trustor shall not, without the prior written
consent of Beneficiary, further assign the rents from the Property to anyone
other than Beneficiary, and any such assignment without prior express written
consent of Beneficiary shall be null and void.  Trustor agrees that if
the ownership of all or any part of the Property becomes vested in a person
other than Trustor, Beneficiary may, without notice to Trustor, deal in any way
with such successor or successors in interest with reference to this Deed of
Trust and the other Loan Documents and the Secured Obligations without in any
way vitiating or discharging Trustor's liability under this Deed of Trust or the
other Loan Documents or the Secured Obligations.  No sale of the
Property and no forbearance to any person with respect to the Deed of Trust, the
other Loan Documents or the Secured Obligations and no extension to any person
of the time for payment or performance of any of the Secured Obligations given
by Beneficiary shall operate to release, discharge, modify, change or affect the
original liability of Trustor either in whole or in part.  If Trustor
leases the Property, Trustor shall cause the terms and conditions of any lease
to expressly provide that the lease, and the lessee's rights under the lease,
shall be subordinate and subject to Beneficiary's rights under this Deed of
Trust and the lessee under any such leasehold interest shall agree and covenant
that such leasehold interest is subordinate and subject to this Deed of
Trust.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    10.           Further Assurances. At any
time and from time to time, upon Beneficiary's request, Trustor shall make,
execute and deliver, or cause to be made, executed and delivered to Beneficiary,
and, where appropriate, shall cause to be recorded or filed, and from time to
time to be re-recorded and refiled at such time and in such offices and places
as shall be deemed desirable by Beneficiary, any and all such further deeds of
trust, instruments of further assurance, certificates and other documents as are
reasonably necessary to effectuate, complete or perfect, or to continue and
preserve the obligations of Trustor under this Deed of Trust and the lien of
this Deed of Trust as a lien upon all of the Property, whether now owned or
later acquired by Trustor, and unto all and every person or persons deriving any
estate, right, title or interest under this Deed of Trust or the power of sale
granted under this Deed of Trust.

     

    11.           Security
Agreement and Financing Statements.

    


    11.1           Grant of Security Interest.
Trustor (as Debtor) grants to Beneficiary (as Creditor and Secured Party)
a security interest in the Property pursuant to the Uniform Commercial Code of
the State of Nevada (NRS 104.9101 et seq.).

     

    11.2           Financing Statements. When
required under applicable law and as requested by Beneficiary, Trustor shall
execute any and all such documents, including without limitation, financing
statements pursuant to the Uniform Commercial Code of the State of Nevada, (NRS
104.9101 et seq.), as Beneficiary may request, to preserve and maintain the
priority of the lien created by this Deed of Trust on the fixtures and
improvements constituting part of the Property and the personal property
described in the Exhibits attached to and by this reference incorporated in this
Agreement.  Trustor authorizes and empowers Beneficiary to execute and
file, on Trustor's behalf, all financing statements and refilings and
continuations as Beneficiary deems necessary or advisable to create, preserve
and protect the lien.  This Deed of Trust shall be deemed a security
agreement as defined in said Uniform Commercial Code NRS 104.9102.1(uuu) and the
remedies for any violation of the covenants, terms and conditions of the
parties'  agreements shall be cumulative and (i) as prescribed in this
Deed of Trust, or (ii) by general law, or (iii) as to such part of the security
which is also reflected in the financing statement by the specific statutory
consequences now or later enacted and specified in the Uniform Commercial Code,
all at Beneficiary's sole election.

     

    11.3           Character of Property. Trustor
and Beneficiary agree that the filing of a financing statement in the records
normally having to do with personal property shall never be construed as
derogating from or impairing the express declaration and intention of the
parties, that the Improvements are, and at all times and for all purposes and in
all proceedings, both legal or equitable, shall be regarded as part of the real
estate encumbered by this Deed of Trust irrespective of whether (i) any such
item is physically attached to the Improvements, (ii) serial numbers are used
for the better identification of certain equipment items capable of being thus
identified in a recital or in any list filed with Beneficiary, or (iii) any such
item is referred to or reflected in any such financing statement so filed at any
time.  Similarly, the mention in any such financing statement of (1)
rights in or to the proceeds of any fire and/or hazard insurance policy, or (2)
an award in eminent domain proceedings for a taking or for loss of value, or (3)
Trustor's interest as lessor in any present or future lease or rights to income
growing out of the use and occupancy of the Property, whether pursuant to lease
or otherwise, shall never be construed as altering any of the rights of
Beneficiary as determined by this instrument or impugning the priority of
Beneficiary's lien or by any other recorded document, but such mention in the
financing statement is declared to be solely for the protection of Beneficiary
in the event any court or judge shall hold, with respect to the matters stated
in the foregoing clauses (1), (2) and (3) that notice of Beneficiary's priority
of interest, to be effective against a particular class of persons, including
but not limited to the federal government and any subdivision or entity of the
federal government, must be filed in the Uniform Commercial Code
records.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    11.4           Fixtures. If the security
agreement described above covers goods which are or are to become fixtures, then
this Deed of Trust shall be effective as a financing statement filed as a
fixture filing from the date of its recording, in accordance with NRS
104.9502.  In that connection, the addresses of Trustor as debtor and
Beneficiary as secured party are as stated above, and the address of Beneficiary
is also the address from which information concerning the security interest may
be obtained by an interested party.

     

    12.           Assignment of Rents. If
Trustor, as a lessor, enters into any leases of the Property, the assignment
contained under Section 1.5 shall be fully operative without any further action
on the part of either party and specifically at any time before or after
foreclosure Beneficiary shall be entitled, upon the occurrence of an Event of
Default and the continuation of such Event of Default beyond any applicable cure
period, to all business, rents, income and other benefits from the Property
described in Sections 1.1, 1.2, 1.3 and 1.4 whether or not Beneficiary takes
possession of such property.  Trustor further grants to Beneficiary
the right (i) to enter upon and take possession of the Property for the purpose
of collecting the rents, income and other benefits, (ii) to dispossess by the
usual summary proceedings any tenant defaulting in the payment of rents to
Beneficiary, (iii) to let all or any part of the Property, and (iv) to apply
rent, income, maintenance fees, and other benefits, after payment of all
necessary charges and expenses, on account of the Secured
Obligations.  Such assignment and grant shall continue in effect until
the Secured Obligations are paid and performed in full and Beneficiary shall
have no further obligations in respect of the Notes and the Loan Agreement, the
execution of this Deed of Trust constituting and evidencing the irrevocable
consent of Trustor to the entry upon and taking possession of the Property by
Beneficiary pursuant to such grant, whether or not foreclosure has been
instituted.  Neither the exercise of any rights under this Section by
Beneficiary nor the application of any such rents, income or other benefits to
the Secured Obligations shall cure or waive any default or notice of default or
invalidate any act done pursuant to this Deed of Trust or to any such notice,
but shall be cumulative of all other rights and remedies.

    


    It is understood and agreed that
neither the foregoing assignment of rents and profits to Beneficiary nor the
exercise by Beneficiary of any of its rights or remedies shall be deemed to
constitute Beneficiary a "mortgagee-in-possession" or otherwise responsible or
liable in any manner with respect to the Property or the use, occupancy,
enjoyment or operation of all or any portion of the Property, unless and until
Beneficiary, in person or by agent, assumes actual possession.  The
appointment of a receiver for the Property by any court at the request of
Beneficiary or by agreement with Trustor, or the entering into possession of all
or any part of the Property by such receiver, shall not be deemed to make
Beneficiary a mortgagee-in-possession or otherwise responsible or liable in any
manner with respect to the Property or the use, occupancy, enjoyment or
operation of all or any portion of the Property.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Trustor shall apply the rents and
profits to the payment of all necessary and reasonable operating costs and
expenses of the Property, debt service on the Secured Obligations, and a
reasonable reserve for futures expenses, repairs and replacements for the
Property, before using the rents and profits for Trustor's personal use or any
other purpose not for the direct benefit of the Property.

    


    13.           Mechanic's and Other Liens.
Trustor shall not permit or suffer any mechanic's, laborer's, or materialman's
statutory or other lien (other than any lien for taxes not yet due) to be
created upon the Property other than Permitted Encumbrances; provided, however,
that unless the nonpayment of any such mechanic's or other lien may create a
forfeiture of any part of the Property, Trustor may, in good faith, by
appropriate proceedings, contest the validity, applicability or amount of any
assessed lien, and pending such contest, Trustor shall provide security in form
and amount deemed satisfactory by Beneficiary in its reasonable discretion to be
adequate to cover the payment of such lien with interest, penalties and
costs.

     

    14.           Beneficiary's Performance of
Defaults. If Trustor defaults in the payment of any assessment or tax,
encumbrance or other Imposition, in its obligation to furnish insurance under
this Deed or Trust, or in the performance or observation of any other covenant,
condition or term of this Deed of Trust or any of the other Loan Documents, to
preserve its interest in the Property, Beneficiary may perform or observe the
same, and all payments made (whether such payments are regular or accelerated
payments) and all costs and expenses incurred or paid by Beneficiary in that
connection shall become due and payable immediately.  The amounts so
incurred or paid by Beneficiary, together with interest at the rate prescribed
in the Loan Agreement (the “Interest Rate”) from the date incurred until paid by
Trustor, shall be added to the Secured Obligations.  Beneficiary is
empowered to enter and to authorize others to enter upon the Property for the
purpose of performing or observing any such defaulted covenant, condition or
term.

     

    15.           Loan Agreement Default. The
term "Event of Default," wherever used in this Deed of Trust, shall mean any one
or more of the following events:

     

    15.1           Loan Agreement “Event of Default.”
Occurrence of a Default of Trustor’s obligations under the Loan Agreement
or any other Loan Document.

     

    15.2           Abandonment or Taking of Property.
If Trustor abandons the Property or all or any part of the Property shall
be damaged or taken through condemnation (which term shall include any damage or
taking by any governmental authority or any other authority by the laws of the
State of Nevada or the United States of America to so damage or take, and any
transfer by private sale in lieu of such taking), either temporarily for a
period in excess of fourteen (14) days or permanently, provided that such damage
or taking materially impairs Beneficiary's security under this Deed of Trust and
the proceeds, if any, from such damage or condemnation, which Trustor shall
apply to the repair or restoration of the Property, are inadequate to repair or
restore the Property such that Beneficiary's security is not materially
impaired.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    16.           Remedies;
Acceleration of Maturity; Beneficiary's Power of Enforcement.

    


    16.1         Acceleration of
Indebtedness. If an Event of Default occurs, and subject to any
obligations of Trustee and Beneficiary to deliver notice of an Event of Default
in accordance with applicable laws and the terms of this Deed of Trust and the
other Loan Documents, Beneficiary may declare any or all of the Secured
Obligations to be forthwith due and payable (subject to any applicable
limitation in the Loan Agreement), and upon such declaration such Secured
Obligations shall immediately become due and payable without demand or
notice.

     

    16.2        Right of Foreclosure.
Beneficiary shall have the following powers concerning enforcement of
this Deed of Trust:

     

    16.2.1                      Time
is of the essence of this Deed of Trust.  Upon an Event of Default,
Beneficiary may, at its option and in its sole and absolute discretion, deliver
to Trustee written declaration of default and demand for sale and of written
Notice of Breach and Election to Sell to cause the Property to be sold to
satisfy Trustor's obligations, which Notice Trustee shall cause to be filed for
record.  Beneficiary also may deposit with Trustee the Loan Agreement
and any other documents evidencing the Secured Obligations.

    


    16.2.2                      After
the lapse of such time as may then be required by law following the recordation
of the Notice of Breach and Election to Sell, the notice of sale having been
given as then required by law, Trustee without demand on Trustor, shall sell the
Property at the time and place fixed by it in the notice, either as a whole or
in separate parcels, and in such order as it may determine, at public auction to
the highest bidder, for cash in lawful money of the United States payable at the
time of sale.  Trustee may, for any cause it deems expedient, postpone
the sale of all or any portion of the Property until it shall be completed and,
in every case, notice of postponement shall be given by public announcement at
the time and place last appointed for the sale and from time to time Trustee may
postpone such sale by public announcement at the time fixed by the preceding
postponement.  Trustee shall execute and deliver to the purchaser its
deed conveying said property so sold, but without any covenant or warranty,
express or implied.  The recitals in Trustee's deed of any matters or
facts shall be conclusive proof of their truthfulness.  Any person,
including Beneficiary, may bid at the sale.

    


    After deducting all costs, fees and
expenses of Trustee, including the cost of any evidence of title procured in
connection with such sale, Trustee shall apply the proceeds of sale to the
payment of all sums expended under the terms of this Deed of Trust, not then
repaid, with accrued interest at the Interest Rate, and to all other Secured
Obligations, and the remainder, if any, shall be paid to the persons legally
entitled to the remainder.

    


    16.2.3                      If
an Event of Default occurs, Beneficiary may, either with or without entry or
taking possession or otherwise, and without regard to whether or not the Secured
Obligations shall be due and without prejudice to the right of Beneficiary later
to bring an action or proceeding to foreclose or any other action for any
default existing at the time such earlier action was commenced, proceed by any
appropriate action or proceeding to enforce payment and performance of any or
all of the Secured Obligations or the performance of the terms of the Loan
Documents or any other right; to foreclose this Deed of Trust in the manner
provided by law for the foreclosure of mortgages on real property and to sell,
as an entirety or in separate lots or parcels, the Property pursuant to the laws
of the State of Nevada or under the judgment or decree of a court or courts of
competent jurisdiction and Beneficiary shall be entitled to recover in any such
proceeding all incidental costs and expenses, including reasonable attorneys'
fees and costs (including, expressly, costs incurred for services of paralegals
and for computer-assisted legal research) in such amount as shall be awarded by
the court; and to pursue any other remedy available to it at law or in
equity.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    16.3        Uniform Commercial Code Remedies.
If an Event of Default occurs, Beneficiary may exercise any or all of the
remedies and rights afforded to a secured party under the Nevada Uniform
Commercial Code.

    16.4

    


    17.           Beneficiary's Right to Enter and Take
Possession, Operate and Apply Income. The following provisions shall
prescribe Beneficiary's rights, in addition to those available at law and in
equity, to take possession and operate the Property and apply income from the
Property:

     

    17.1        Possession of Property. If an
Event of Default occurs, (i) Trustor, on Beneficiary's demand, shall surrender
to Beneficiary the actual possession and, to the extent permitted by law,
Beneficiary itself, or such officers or agents as it may appoint, may enter, and
take possession of all of the Property, and may exclude Trustor and its agents
and employees wholly from and may have joint access with Trustor to the books,
papers and accounts of Trustor; and (ii) Trustor will pay monthly in advance to
Beneficiary on Beneficiary's entry into possession, or to any receiver appointed
to collect the rents, income and other benefits of the Property, the fair and
reasonable rental value for the use and occupation of such part of the Property
as may be in possession of Trustor with Beneficiary's consent, and upon default
in any such payment will vacate and surrender possession of such part of the
Property to Beneficiary or to such receiver and, in default, Trustor may be
evicted by summary proceedings or otherwise.

     

    17.2        Beneficiary’s Action to Gain
Possession. If Trustor for any reason fails to surrender or deliver the
Property after Beneficiary's demand, Beneficiary may obtain a judgment or decree
conferring on Beneficiary or Trustee the right to immediate possession or
requiring Trustor to deliver immediate possession of all or part of the Property
to Beneficiary or Trustee.  Trustor specifically consents to the entry
of such judgment or decree and reasonable compensation to Beneficiary or
Trustee, their attorneys and agents, and all such costs, expenses and
compensations shall, until paid, be secured by the lien of this Deed of Trust
and bear interest at the Interest Rate.

     

    17.3        Beneficiary’s Property Rights.
Upon every such entering upon or taking of possession, Beneficiary or
Trustee may control, hold, operate, possess or use the Property, and, from time
to time, conduct its business, and, from time to time, in its sole and absolute
discretion:

     

    17.3.1                      Make
all necessary and proper maintenance, repairs, renewals, replacements,
additions, betterments and improvements to the Property and purchase or
otherwise acquire additional fixtures, personalty and other
property.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    17.3.2                      Insure
or keep the Property insured.

    


    17.3.3                      Manage
and operate the Property and exercise all the rights and powers of Trustor in
its name or otherwise with respect to the same.

    


    17.3.4                      Enter
into agreements with others to exercise the powers granted Beneficiary or
Trustee, all as Beneficiary or Trustee from time to time may determine; and
Beneficiary or Trustee may collect and receive all the rents, income and other
benefits, including those past due as well as those later accruing; and shall
apply the monies so received by Beneficiary or Trustee in such priority as
Beneficiary may determine to (a) the payment of rent or any other tenant
charges; (b) the payment of Secured Obligations which are due and payable; (c)
the deposits for taxes and assessments and insurance premiums due; (d) the cost
of insurance, taxes, assessments and other proper charges upon the Property; (e)
the compensation, expenses and disbursements of the agents, attorneys and other
representatives of Beneficiary or Trustee; and (f) any other charges or costs
required to be paid by Trustor under the terms of this Deed of
Trust.

    


    17.4        Return of Property to Trustor.
Beneficiary or Trustee shall surrender possession of the Property to
Trustor only when all of the Secured Obligations shall have been paid and
performed in full and all defaults fully cured and Beneficiary shall have no
further obligations in respect of the Loan Agreement or any other Loan
Document.  The same right of taking possession, however, shall exist
if any subsequent Event of Default shall occur and be continuing.

     

    18.           Purchase by Beneficiary. Upon
any foreclosure sale, Beneficiary may bid for and purchase the Property and,
upon compliance with the terms of sale, may hold, retain and possess and dispose
such property in its own absolute right without further
accountability.

     

    19.           Application of Indebtedness Toward
Purchase Price. Upon any such foreclosure sale, Beneficiary may, if
permitted by law, and after allowing for costs and expenses of the sale,
compensation and other charges in paying the purchase price, apply any or all of
the Secured Obligations, in lieu of cash, to the amount which shall, upon
distribution of the net proceeds of such sale, be payable.

     

    20.           Waiver of Appraisement, Valuation,
Stay, Extension and Redemption Laws. Trustor agrees to the full extent
permitted by law that if an Event of Default occurs and is existing, neither
Trustor nor anyone claiming through or under it shall or will set up a claim or
seek to take advantage of any appraisement, valuation, stay, extension or
redemption laws now or later in force, in order to prevent or hinder the
enforcement or foreclosure of this Deed of Trust or the absolute sale of the
Property or the final and absolute putting into possession, immediately after
such sale, of the purchaser, and Trustor, for itself and all who may at any time
claim through or under it, waives, to the full extent that it may do lawfully,
the benefit of all such laws, and any and all right to have the assets,
comprising the Property marshalled upon any foreclosure of the lien and agrees
that Trustee or any court having jurisdiction to foreclose such lien may sell
the Property in part or as an entirety.

     

    21.           Receiver. If an Event of
Default occurs, Beneficiary, to the extent permitted by law, may apply to or
petition a court of competent jurisdiction for the appointment of a receiver to
enter upon and take possession of the Property and to collect all rents, income
and other benefits and apply them as the court may direct.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    22.           Suits to Protect the Property.
Beneficiary shall have the power and authority, but shall have no obligation, to
institute and maintain any suits or proceedings as Beneficiary may deem
advisable (a) to prevent any impairment of the Property by any acts which may be
unlawful or any violation of this Deed of Trust; (b) to preserve or protect its
interest in the Property; and (c) to restrain the enforcement of or compliance
with any legislation or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid, if the enforcement of or compliance with
such enactment, rule or order might impair the security or be otherwise
prejudicial to Beneficiary's interest.

     

    23.           Proofs of Claim. In the case
of any receivership, insolvency, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding affecting Trustor or any
guarantor, obligor, co-maker or endorser of any of Trustor's obligations, its
creditors or its property, Beneficiary, to the extent permitted by law, shall be
entitled to file such proofs of claim or other documents as may be necessary or
advisable in order to have its claims allowed in such proceedings for the entire
amount due and payable by Trustor under this Deed of Trust, at the date of the
institution of such proceedings, and for any additional amounts which may become
due and payable by Trustor after such date.

     

    24.           Trustor
to Pay Upon Default; Application of Monies by Beneficiary.

    


    24.1           Collection of Indebtedness. If
there is an existing Event of Default, then upon Beneficiary's demand, Trustor
will pay to Beneficiary the whole of the Secured Obligations so demanded; and if
Trustor fails to pay the same upon such demand, Beneficiary shall be entitled to
sue for and to recover judgment against Trustor for the whole amount so due and
unpaid together with costs and expenses, including without limitation, the
reasonable compensation, expenses and disbursements of Beneficiary's agents,
attorneys (including, expressly, costs of services of paralegals) and other
representatives, either before, after or during the pendency of any proceedings
for the enforcement of this Deed of Trust and the right of Beneficiary to
recover such judgment shall not be affected by any taking, possession or
foreclosure sale, or by the exercise of any other right, power or remedy for the
enforcement of the terms of this Deed of Trust, or the foreclosure of the
lien.

     

    24.2           Deficiency on Foreclosure. In
case of a foreclosure sale of all or any part of the Property and of the
application of the proceeds of sale towards payment of the Secured Obligations,
Beneficiary shall be entitled to enforce payment from Trustor of all amounts
then remaining due and unpaid and to recover judgment against Trustor for any
portion remaining unpaid, with interest, to the extent permitted by
law.

     

    24.3           Nonwaiver of Lien. Trustor
hereby agrees, to the extent permitted by law, that no recovery of any such
judgment by Beneficiary and no attachment or levy of any execution upon any of
the Property or any other property shall in any way affect the lien of this Deed
of Trust upon the Property or any lien, rights, powers or remedies of
Beneficiary under this Deed of Trust.

     

    24.4           Application of Funds Collected.
Any monies collected or received by Beneficiary shall be applied to the
payment of compensation, expenses and disbursements of the agents, attorneys and
other representatives of Beneficiary, and the balance remaining shall be applied
to the payment of the balance of the Secured Obligations.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    24.5           Application of Funds Collected to
Trustor’s Obligations. If an Event of Default occurs, Beneficiary shall
have the right, in its discretion, to apply sums deposited by Trustor with
Beneficiary for the payment of taxes and assessments, insurance premiums, and
any other amounts to the payment of the Secured Obligations.

     

    25.           Delay or Omission No Waiver.
No delay or omission of Trustee or Beneficiary or any holder of the Secured
Obligations to exercise any right, power or remedy upon any Event of Default
shall exhaust or impair any such right, power or remedy or shall be construed to
waive any such Event of Default or to constitute acquiescence. Every right,
power and remedy given to Trustee or Beneficiary may be exercised from time to
time and as often as may be deemed expedient by Trustee or
Beneficiary.

     

    26.           No Waiver of One Default to Affect
Another. No waiver of any Event of Default shall extend to or affect any
subsequent or any other Event of Default.  If Beneficiary grants
forbearance or any extension of time for the payment of any Secured Obligations,
takes other or additional security for the payments, waives or does not exercise
any right granted in the Loan Agreement, this Deed of Trust or any other Loan
Document, releases any part of the Property from the lien of this Deed of Trust
or any other Loan Document, consents to the filing of any map, plat or replat of
the land, consents to the granting of any easement on the land, or makes or
consents to any agreement changing the terms of this Deed of Trust or
subordinating the lien or any change of this Deed of Trust, no such act or
omission shall release, discharge, modify, change or affect the original
liability under the Loan Agreement, this Deed of Trust or otherwise of Trustor,
or any subsequent purchaser of the Property or any maker, obligor, co-signor,
surety or guarantor.  No such act or omission shall preclude
Beneficiary from exercising any right, power or privilege granted to Beneficiary
or intended to be granted in case of any Event of Default then existing or of
any subsequent Event of Default, nor, except as otherwise expressly provided in
an instrument or instruments executed by Beneficiary, shall the lien of this
Deed of Trust be altered except to the extent of any release.  In the
event of the sale or transfer by operation of law or otherwise of all or any
part of the Property, Beneficiary without notice to any person, firm or
corporation, is authorized and empowered to deal with any vendee or transferee
with reference to the Property or the Secured Obligations, or with reference to
any of the terms or conditions of this Deed of Trust, as fully and to the same
extent as it might deal with the original parties and without in any way
releasing or discharging any of Trustor's liabilities or
undertakings.

     

    27.           Discontinuance of Proceedings;
Position of Parties Restored. If Beneficiary proceeds to enforce any
right or remedy under this Deed of Trust by foreclosure, entry or otherwise and
such proceedings are discontinued or abandoned for any reason, or such
proceedings result in a final determination adverse to Beneficiary, then and in
every such case, Trustor and Beneficiary shall be restored to their former
positions and rights, and all rights, powers and remedies of Beneficiary shall
continue as if no such proceedings had been taken.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    28.           Remedies Cumulative. No right,
power or remedy conferred upon or reserved to Trustee or Beneficiary by the Loan
Agreement, this Deed of Trust or any other Loan Document or otherwise executed
in connection with the Secured Obligations is exclusive of any other right,
power or remedy, but each and every such right, power and remedy shall be
cumulative and concurrent to any other right, power and remedy now or later
existing at law or in equity or given under the Loan Agreement, this Deed of
Trust or any other Loan Document.

     

    29.           Interest After Event of Default.
If an Event of Default occurs, all sums outstanding and unpaid under the
Loan Agreement, this Deed of Trust and the other Loan Documents shall bear
interest at the Interest Rate.  In such event, any deferred interest
provision contained in the Loan Documents shall be inoperative, and interest at
the Interest Rate shall be currently fully payable.

     

    30.           Foreclosure; Expense of
Litigation. If foreclosure is made by Trustee, reasonable attorneys' fees
for services and costs incurred (including, expressly, costs of services of
paralegals) in the supervision of said foreclosure proceeding shall be allowed
by Trustee as part of the foreclosure costs.  In the event of
foreclosure of the lien, there shall be allowed and included as additional
Secured Obligations, all expenditures and expenses which may be paid or incurred
by or on behalf of Beneficiary for reasonable attorneys' fees (including,
expressly, costs of services of paralegals), appraiser's fees, outlays for
documentary and expert evidence, stenographers' charges, publication costs, and
costs (which may be estimated as to items to be expended after foreclosure sale
or entry of the decree) of procuring all such abstracts of title, title searches
and examinations, title insurance policies, Trustee's sale guarantees and
similar data and assurances with respect to title as Beneficiary may deem
reasonably advisable either to prosecute such suit or to evidence to a bidder at
any sale which may be had the true condition of the title to or the value of the
Property.  All such expenditures and expenses and such expenses and
fees as may be incurred in the protection of said premises and the maintenance
of the lien of this Deed of Trust, including the reasonable fees of any attorney
employed by Beneficiary in any litigation or proceeding affecting this Deed of
Trust, the Loan Documents or the Property, including probate and bankruptcy
proceedings, or in the preparations for the commencement or defense of any
proceeding or threatened suit or proceeding, shall be immediately due and
payable by Trustor, with interest at the Interest Rate, and shall be secured by
this Deed of Trust.

     

    31.           Deficiency Judgments. If,
after foreclosure of this Deed of Trust or Trustee's sale under this Deed of
Trust, there shall remain any deficiency with respect to any of the Secured
Obligations, and Beneficiary institutes any proceedings to recover such
deficiency or deficiencies, all such amounts shall continue to bear interest at
the Interest Rate before and after the entry of any judgment.  In
addition, Beneficiary and Trustee shall be entitled to recovery of their costs
in connection with such proceedings, including their reasonable attorneys' fees
(including, expressly, costs of services of paralegals).  This
provision shall survive any foreclosure or sale of the Property or the
extinguishment of the lien.

     

    32.           Legal Representatives, Successors and
Assigns. Except as otherwise prohibited by the terms of this Deed of
Trust, whenever one of the parties is named in this Deed of Trust, the
successors and assigns of such party shall be included and all covenants,
agreements, terms, provisions and conditions contained in this Deed of Trust, by
or on behalf of Trustor, Trustee or Beneficiary shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed or
not.  In the event Trustor is composed of more than one party, the
obligations arising under this Deed of Trust are the joint and several
obligations of each such party.

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    33.           Notices.  Any and
all notices or other communications required or permitted pursuant to this Deed
of Trust shall be in writing and shall be personally delivered by courier or
telecopied to the addressee at the address referred to below, in which case such
notice or other communication shall conclusively be deemed to have been given to
the addressee on the day upon which it was delivered or received by telecopy if
delivered or received prior to the relevant time on such day (or on the next
Business Day if received after the relevant time or if received on a day that is
not a Business Day).  For this purpose, the "relevant time" shall be
3:00 p.m. (local time).  The addresses referred to above for Trustor
and Beneficiary are as follows:

    


    
      
        	
                Trustor:

              	
                Golden
      Phoenix Minerals, Inc.

              
	 
      	
                675
      E. Prater Way, Suite 102,

              
	 
      	
                Sparks,
      Nevada 89434

              
	 
      	 
      
	
                Beneficiary:

              	
                Crestview
      Capital Master, LLC

              
	 
      	
                95
      Revere Drive, Suite A

              
	 
      	
                Northbrook,
      Illinois 60062

              
	 
      	 
      
	
                with
      a copy to:

              	
                Edmond
      M. Coller, Esq.

              
	 
      	
                Ferber
      Chan Essner & Coller, LLP

              
	 
      	
                530
      Fifth Avenue, 23 Fl

              
	 
      	
                New
      York, NY 10036

              


      

    

    


    Each
party may change its address for service by written notice, given in the manner
provided above, to the other parties and such change shall be effective upon the
date the notice shall be deemed to be received.

     

    34.           Headings; Construction. The
headings of the articles, sections, paragraphs and subdivisions of this Deed of
Trust are for convenience of reference only, are not to be considered a part of
this Deed of Trust, and shall not limit or expand or otherwise affect any of the
terms.  Wherever the context so requires, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
words importing the neuter shall include the masculine and feminine genders,
words importing the feminine gender shall include the masculine and the neuter,
and words importing the masculine gender shall include the feminine and the
neuter.

     

    35.           Severability. In the event
that any of the covenants, agreements, terms or provisions contained in this
Deed of Trust shall be invalid, illegal or unenforceable in any respect, the
validity of the remaining covenants, agreements, terms or provisions contained
therein shall in no way be prejudiced or disturbed.

     

    36.           Modification. Neither this
Deed of Trust, nor any of its terms, may be changed, waived, discharged or
terminated orally, or by any action or inaction, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.  Any agreement later made by
Trustor and Beneficiary relating to this Deed of Trust shall be superior to the
rights of the holder of any intervening lien or encumbrance.  Whenever
a power of attorney is conferred upon Beneficiary, it is understood and agreed
that such power is conferred with full power of substitution and Beneficiary may
elect in its sole discretion to exercise such power itself or to delegate all or
any part of such power to one or more sub-agents.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    37.           Governing
Law; Jurisdiction; Venue.

    


    37.1        
  Governing Law.  This Deed of Trust shall be
governed by the State of Nevada and the applicable laws of the United
States.

    


    37.2       
  Submission to
Jurisdiction.  Any legal action or proceeding with respect to
this Deed of Trust shall be brought in the courts of the State of Nevada sitting
in Goldfield, Esmeralda County, Nevada, and by execution and delivery of this
Deed of Trust, each of Trustor and Beneficiary consents, for itself and in
respect of its property, to the exclusive jurisdiction of those
courts.  Each of Trustor and the Beneficiary irrevocably waives any
objection, including any objection to the laying of venue or based on the
grounds of forum non
conveniens, which it may now or hereafter have to the bringing of any
action or proceeding in such jurisdiction in respect of any Deed of Trust or
other document related to this Deed of Trust.  Each of Trustor and
Beneficiary waives personal service of any summons, complaint or other process,
which may be made by any other means permitted by the law of the State of
Nevada.  Each of Trustor and Beneficiary agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

    


    37.3           Non-Exclusive.  Nothing
in this Section shall affect the right of any party to serve legal process in
any other manner permitted by law or affect the right of a party to bring any
action or proceeding against another party or its property in the courts of
other jurisdictions to enforce any award or judgment entered by the courts
described in Section 37.2.

    


    37.4           Waiver of Right to Trial by
Jury.  Each of Trustor and Beneficiary expressly waives any
right to trial by jury of any claim, demand, action or cause of action arising
under or in any way connected with or related or incidental to the dealings of
the parties or any of them with respect to this Deed of Trust, or the
transactions under this Deed of Trust, in each case whether now existing or
hereafter arising, and whether founded in contract or tort or otherwise; and
each such party agrees and consents that any such claim, demand, action or cause
of action shall be decided by court trial without a jury, and that any party to
this Deed of Trust may file an original, counterpart or a copy of this Section
with any court as written evidence of the consent of the signatories to the
waiver of their right to trial by jury.

     

    38.           Required Notices. Trustor
shall notify Beneficiary promptly of the occurrence of any of the
following:  (a) receipt of notice from any governmental authority
relating to and having a material adverse effect on the Property;  (b)
any material change in the occupancy of the Property which could reasonably be
expected to have a material adverse effect on the Property; (c) receipt of any
notice from the holder of any other lien or security interest in the Property
(which receipt of notice shall not be deemed to be approval or consent to any
lien or security interest created in violation of the terms of this Deed of
Trust); or (d) any actual or threatened judicial or administrative proceeding by
or against or otherwise affecting Trustor’s title to the Property or the
Property.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    39.           Substitution of Trustee.
Beneficiary, or any successor in ownership of any Secured Obligations,
may from time to time, by instrument in writing, substitute a successor to any
Trustee named or acting trustee, which instrument, executed by Beneficiary and
duly acknowledged and recorded in the Office of the Recorder of Esmeralda
County, Nevada, shall be conclusive proof of proper substitution of such
successor trustee or trustees, who shall succeed to all title, estate, rights,
powers and duties of Trustee.  The instrument must contain the name of
the original Trustor, Trustee and Beneficiary, the book and page where this Deed
of Trust is recorded and the name and address of the new trustee.

     

    40.           Management. Trustor covenants
that at all times before the payment and performance in full of the Secured
Obligations, the Property shall be managed by Trustor or by a party designated
by Trustor.

     

    41.           Reconveyance. Upon written
request of Beneficiary stating that all of the Secured Obligations have been
paid and performed and that Beneficiary has no further obligations in respect of
the Loan Agreement or any other Loan Document, and upon surrender of this Deed
of Trust to Trustee for cancellation and retention and upon payment of its fees,
Trustee shall reconvey, without warranty, the Property then held by
Trustee.  The recitals in such reconveyance of any matters or facts
shall be conclusive proof of their truthfulness.  The grantee in such
reconveyance may be described as "the person or persons legally entitled
thereto."  Five years after issuance of such full reconveyance,
Trustee may destroy this Deed of Trust (unless directed in such request to
retain them).

     

    42.           Attorneys' Fees. Without
limiting any other provision contained in this Deed of Trust, Trustor agrees to
pay all reasonable costs of Beneficiary or Trustee incurred in connection with
the enforcement of this Deed of Trust or the taking of this Deed of Trust,
including, without limitation, all attorneys' fees (including, expressly, costs
of services of paralegals)  whether or not suit is commenced, and
including specifically fees incurred in connection with any appellate,
bankruptcy, deficiency, or any other litigation proceedings, all of which sums
shall be secured by this Deed of Trust.  If a suit is commenced by the
parties concerning enforcement of or the parties' rights and obligations under
this Deed of Trust, the prevailing party in such suit shall be entitled to
recover fees and costs as described in this Section.

     

    43.           Accord and Satisfaction. No
payment by Trustor or receipt by Beneficiary of a lesser amount than any
payments then due shall be deemed to be other than on account of the earliest
payment falling due, nor shall any endorsement or statement on any check or
draft, or any memorandum or letter accompanying any check, draft or payment be
deemed to be an accord and satisfaction. Beneficiary may accept any such check,
draft, or payment without prejudice to Beneficiary's right to recover any
balance due or pursue any other of Beneficiary's remedies.

     

    44.           Trust Irrevocable. It is
expressly agreed that the trusts created in this Deed of Trust by Trustor are
irrevocable.

     

    45.           Conflict With Loan
Agreement.  In the event of any conflict between the terms of
this Deed of Trust and the Loan Agreement, the terms of the Loan Agreement shall
control, except in respect of the terms of this Deed of Trust governing
Beneficiary’s enforcement of Trustor’s obligations under this Deed of Trust in
accordance with Nevada law by foreclosure or otherwise.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Trustor has executed this Deed of
Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing
effective as of the day and year first above written.

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            Golden
      Phoenix Minerals, Inc.

                          
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                            By:
      

                          	 /s/ David A. Caldwell
	 
      	
                             David
      A. Caldwell, Chief Executive
Officer

                          


                  

                

              

            

          

        

      

    

    


    


    


    


    


    


    


    


    


    


    
      
        
          
            
              	
                      STATE
      OF NEVADA,

                    	
                      )

                    
	 
      	
                      ss.

                    
	
                      COUNTY
      OF WASHOE.

                    	
                      )

                    


            

          

        

      

    

    


    This Deed of Trust, Security Agreement,
Assignment of Leases and Rents and Fixture Filing was acknowledged before me on
February _______, 2009, by  David A.
Caldwell as Chief Executive Officer of Golden Phoenix Minerals,
Inc.

    


    
      
        	 
      	 
      
	 
      	
                Notary
      Public

              


      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Exhibits

    


    
      	
              Exhibit
      A

            	
              Mineral
      Ridge Properties, Water Rights, and Permitted
  Encumbrances

            
	 
      	 
      
	
              Exhibit
      B

            	
              Operating
      Equipment

            
	 
      	 
      
	
              Exhibit
      C

            	
              Material
      Mine Contracts

            


    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    Description
of the Land

    


    
      
        	
                Active
      Unpatented Claims - Mineral Ridge Mine

              	 
      	 
      	 
      	 
      
	
                2008
      Claim Filing

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Claim
      Name

              	
                Township

              	
                Range

              	
                Section

              	
                County
      Book

              	
                Page

              	
                Location
      Date

              	
                BLM
      Serial Number

              	 
      
	
                New
      Andrew V

              	
                2S

              	
                38
      E

              	
                1

              	
                94(182)

              	
                502(335)

              	
                9/2/1984

              	
                324341

              	 
      
	
                K-2

              	
                2S

              	
                38
      E

              	
                1,2

              	
                94(192)

              	
                504(337)

              	
                9/1/1984

              	
                324343

              	 
      
	
                Wedge
      5

              	
                2S

              	
                38
      E

              	
                1

              	
                111

              	
                330

              	
                2/4/1987

              	
                403137

              	 
      
	
                Wedge
      10

              	
                2S

              	
                38
      E

              	
                2

              	
                111

              	
                335

              	
                2/4/1987

              	
                403412

              	 
      
	
                Wedge
      11

              	
                2S

              	
                38
      E

              	
                2

              	
                111

              	
                338

              	
                2/4/1987

              	
                403143

              	 
      
	
                Mineral
      Ridge 1

              	
                2S

              	
                38
      E

              	
                1

              	
                113

              	
                407

              	
                7/1/1987

              	
                420478

              	 
      
	
                Mineral
      Ridge 2

              	
                2S

              	
                38
      E

              	
                1

              	
                113

              	
                408

              	
                7/1/1987

              	
                420479

              	 
      
	
                Mineral
      Ridge 3

              	
                2S

              	
                38
      E

              	
                1

              	
                113(182)

              	
                409(339)

              	
                7/1/1987

              	
                420480

              	 
      
	
                DNG
      1

              	
                1S

              	
                38
      E

              	
                36

              	
                175

              	
                87

              	
                12/17/1993

              	
                694678

              	 
      
	
                DNG
      2

              	
                1,2S

              	
                38
      E

              	
                36,1

              	
                175

              	
                88

              	
                12/17/1993

              	
                694679

              	 
      
	
                DNG
      3

              	
                1S

              	
                38
      E

              	
                35

              	
                175

              	
                89

              	
                12/17/1993

              	
                694680

              	 
      
	
                DNG
      4

              	
                1,2S

              	
                38
      E

              	
                35,36,1,2

              	
                175

              	
                90

              	
                12/17/1993

              	
                694681

              	 
      
	
                DNG
      9

              	
                2S

              	
                38
      E

              	
                1,2

              	
                175

              	
                93

              	
                12/17/1993

              	
                694685

              	 
      
	
                CDY
      1

              	
                2S

              	
                38
      E

              	
                8

              	
                175

              	
                96

              	
                12/17/1993

              	
                694689

              	 
      
	
                CDY
      2

              	
                2S

              	
                38
      E

              	
                5,6

              	
                175

              	
                97

              	
                12/17/1993

              	
                694690

              	 
      
	
                CDY
      3

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                98

              	
                12/17/1993

              	
                694691

              	 
      
	
                CDY
      4

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                99

              	
                12/17/1993

              	
                694692

              	 
      
	
                CDY
      6

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                101

              	
                12/17/1993

              	
                694694

              	 
      
	
                CDY
      8

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                103

              	
                12/17/1993

              	
                694696

              	 
      
	
                CDY
      10

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                105

              	
                12/17/1993

              	
                694698

              	 
      
	
                CDY
      11

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                106

              	
                12/17/1993

              	
                694699

              	 
      
	
                CDY
      12

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                107

              	
                12/17/1993

              	
                694700

              	 
      
	
                CDY
      13

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                108

              	
                12/17/1993

              	
                694701

              	 
      
	
                CDY
      14

              	
                2S

              	
                38
      E

              	
                6,7

              	
                175

              	
                109

              	
                12/17/1993

              	
                694702

              	 
      
	
                W.W.
      2

              	
                2S

              	
                38
      E

              	
                32

              	
                177

              	
                81

              	
                7/15/1994

              	
                703679

              	 
      
	
                MIK
      2

              	
                2S

              	
                38
      E

              	
                1

              	
                182

              	
                343

              	
                11/30/1995

              	
                725978

              	 
      
	
                TRE
      1

              	
                2S

              	
                38
      E

              	
                6

              	
                182

              	
                344

              	
                11/30/1995

              	
                725979

              	 
      
	
                TRE
      2

              	
                2S

              	
                38
      E

              	
                1,6

              	
                182

              	
                345

              	
                11/30/1995

              	
                725980

              	 
      
	
                TRE
      3

              	
                2S

              	
                38
      E

              	
                6

              	
                182

              	
                346

              	
                11/30/1995

              	
                725981

              	 
      
	
                Sue
      1

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                371

              	
                11/29/1995

              	
                725982

              	 
      
	
                Sue
      2

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                372

              	
                11/29/1995

              	
                725983

              	 
      
	
                Sue
      3

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                373

              	
                11/29/1995

              	
                725984

              	 
      
	
                Sue
      4

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                374

              	
                11/29/1995

              	
                725985

              	 
      
	
                Sue
      5

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                375

              	
                11/29/1995

              	
                725986

              	 
      
	
                Sue
      6

              	
                2S

              	
                38
      E

              	
                1,2

              	
                182

              	
                376

              	
                11/29/1995

              	
                725987

              	 
      
	
                Sue
      7

              	
                2S

              	
                38
      E

              	
                1,2

              	
                182

              	
                377

              	
                11/29/1995

              	
                725988

              	 
      
	
                Sue
      8

              	
                2S

              	
                38
      E

              	
                1

              	
                182

              	
                378

              	
                11/29/1995

              	
                725989

              	 
      
	
                NCY
      No. 1

              	
                2S

              	
                38E

              	
                11,12

              	
                182

              	
                350

              	
                11/28/1995

              	
                725989

              	 
      
	
                NCY
      No. 2

              	
                2S

              	
                38
      E

              	
                1,2,11,12

              	
                182

              	
                351

              	
                11/28/1995

              	
                725991

              	 
      
	
                NCY
      No. 3

              	
                2S

              	
                38E

              	
                12

              	
                182

              	
                352

              	
                11/28/1995

              	
                725992

              	 
      
	
                NCY
      No. 4

              	
                2S

              	
                38
      E

              	
                1,12

              	
                182

              	
                353

              	
                11/28/1995

              	
                725993

              	 
      
	
                NCY
      No. 5

              	
                2S

              	
                38
      E

              	
                12

              	
                182

              	
                354

              	
                11/28/1995

              	
                725994

              	 
      
	
                NCY
      No. 6

              	
                2S

              	
                38
      E

              	
                12

              	
                182

              	
                355

              	
                11/28/1995

              	
                725995

              	 
      
	
                NCY
      No. 7

              	
                2S

              	
                38
      E

              	
                1,12

              	
                182

              	
                356

              	
                11/28/1995

              	
                725996

              	 
      
	
                NCY
      No. 8

              	
                2S

              	
                38
      E

              	
                12

              	
                182

              	
                357

              	
                11/28/1995

              	
                725997

              	 
      
	
                NCY
      No. 9

              	
                2S

              	
                38
      E

              	
                1,12

              	
                182

              	
                358

              	
                11/28/1995

              	
                725998

              	 
      
	
                NCY
      No. 10

              	
                2S

              	
                38
      E

              	
                12

              	
                182

              	
                359

              	
                11/28/1995

              	
                725999

              	 
      


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        
          
            
              
                	
                        NCY
      No. 11

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        182

                      	
                        360

                      	
                        11/28/1995

                      	
                        726000

                      	 
      
	
                        NCY
      No. 12

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        182

                      	
                        361

                      	
                        11/28/1995

                      	
                        726001

                      	 
      
	
                        MIK
      No. 1

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        182

                      	
                        349

                      	
                        11/29/1995

                      	
                        726013

                      	 
      
	
                        BEN
      #1

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        184

                      	
                        312-313

                      	
                        3/29/1996

                      	
                        735512

                      	 
      
	
                        BEN
      #2

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        184

                      	
                        314-315

                      	
                        3/29/1996

                      	
                        735513

                      	 
      
	
                        BEN
      #3

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        184

                      	
                        316-317

                      	
                        3/29/1996

                      	
                        735514

                      	 
      
	
                        BEN
      #4

                      	
                        2S

                      	
                        38
      E

                      	
                        1,2

                      	
                        194

                      	
                        318-319

                      	
                        3/29/1996

                      	
                        735515

                      	 
      
	
                        MR
      # 201

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        209

                      	
                        01/23/03

                      	
                        846511

                      	 
      
	
                        MR
      # 202

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        210

                      	
                        01/23/03

                      	
                        846512

                      	 
      
	
                        MR
      # 203

                      	
                        2S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        211

                      	
                        01/23/03

                      	
                        846513

                      	 
      
	
                        MR
      # 204

                      	
                        2
      S

                      	
                        39
      E

                      	
                        8

                      	
                        218

                      	
                        212

                      	
                        01/23/03

                      	
                        846514

                      	 
      
	
                        MR
      # 205

                      	
                        2
      S

                      	
                        39
      E

                      	
                        8

                      	
                        218

                      	
                        213

                      	
                        01/23/03

                      	
                        846515

                      	 
      
	
                        MR
      # 206

                      	
                        2
      S

                      	
                        39
      E

                      	
                        8

                      	
                        218

                      	
                        214

                      	
                        01/23/03

                      	
                        846516

                      	 
      
	
                        MR
      # 207

                      	
                        2
      S

                      	
                        39
      E

                      	
                        8

                      	
                        218

                      	
                        215

                      	
                        01/23/03

                      	
                        846517

                      	 
      
	
                        MR
      # 208

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      8

                      	
                        218

                      	
                        216

                      	
                        01/23/03

                      	
                        846518

                      	 
      
	
                        MR
      # 209

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      8

                      	
                        218

                      	
                        217

                      	
                        01/23/03

                      	
                        846519

                      	 
      
	
                        MR
      # 210

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        218

                      	
                        01/23/03

                      	
                        846520

                      	 
      
	
                        MR
      # 211

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        219

                      	
                        01/23/03

                      	
                        846521

                      	 
      
	
                        MR
      # 212

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        220

                      	
                        01/23/03

                      	
                        846522

                      	 
      
	
                        MR
      # 213

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      6, 7, 8

                      	
                        218

                      	
                        221

                      	
                        01/23/03

                      	
                        846523

                      	 
      
	
                        MR
      # 214

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      8

                      	
                        218

                      	
                        222

                      	
                        01/23/03

                      	
                        846524

                      	 
      
	
                        MR
      # 215

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5

                      	
                        218

                      	
                        223

                      	
                        01/23/03

                      	
                        846525

                      	 
      
	
                        MR
      # 216

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5

                      	
                        218

                      	
                        224

                      	
                        01/23/03

                      	
                        846526

                      	 
      
	
                        MR
      # 217

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7

                      	
                        218

                      	
                        225

                      	
                        01/31/03

                      	
                        846527

                      	 
      
	
                        MR
      # 218

                      	
                        2
      S

                      	
                        39
      E

                      	
                        6,
      7

                      	
                        218

                      	
                        226

                      	
                        01/31/03

                      	
                        846528

                      	 
      
	
                        MR
      # 219

                      	
                        2
      S

                      	
                        39
      E

                      	
                        6,
      7

                      	
                        218

                      	
                        227

                      	
                        01/31/03

                      	
                        846529

                      	 
      
	
                        MR
      # 220

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      6, 7

                      	
                        218

                      	
                        228

                      	
                        01/31/03

                      	
                        846530

                      	 
      
	
                        MR
      # 221

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      6

                      	
                        218

                      	
                        229

                      	
                        01/31/03

                      	
                        846531

                      	 
      
	
                        MR
      # 222

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      6

                      	
                        218

                      	
                        230

                      	
                        01/31/03

                      	
                        846532

                      	 
      
	
                        Vulcan
      # 55

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        57

                      	
                        03/18/04

                      	
                        865616

                      	 
      
	
                        Vulcan
      # 56

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        58

                      	
                        03/18/04

                      	
                        865617

                      	 
      
	
                        Vulcan
      # 58

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32,33

                      	
                        226

                      	
                        59

                      	
                        03/18/04

                      	
                        865618

                      	 
      
	
                        Vulcan
      # 59

                      	
                        1
      S

                      	
                        39
      E

                      	
                        33

                      	
                        226

                      	
                        60

                      	
                        03/18/04

                      	
                        865619

                      	 
      
	
                        Vulcan
      # 60

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        61

                      	
                        03/18/04

                      	
                        865620

                      	 
      
	
                        Vulcan
      # 61

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        62

                      	
                        03/18/04

                      	
                        865621

                      	 
      
	
                        Vulcan
      # 62

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        63

                      	
                        03/18/04

                      	
                        865622

                      	 
      
	
                        Vulcan
      # 63

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        64

                      	
                        03/18/04

                      	
                        865623

                      	 
      
	
                        Vulcan
      # 64

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        65

                      	
                        03/18/04

                      	
                        865624

                      	 
      
	
                        Vulcan
      # 65

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32,33

                      	
                        226

                      	
                        66

                      	
                        03/18/04

                      	
                        865625

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Active
      Unpatented Claims - Mineral Ridge MineMary Mining Company

                      	 
      
	
                        (subject
      to Mary Mining Company royalty)

                      	 
      	 
      	 
      	 
      	 
      
	
                        2008
      Claim Filing

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Mark
      1

                      	
                        1,2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        419

                      	
                        2/9/1973

                      	
                        89365

                      	 
      
	
                        Mark
      2

                      	
                        1,2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        420

                      	
                        2/9/1973

                      	
                        89366

                      	 
      
	
                        Mark
      3

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        9

                      	
                        421

                      	
                        2/9/1973

                      	
                        89367

                      	 
      
	
                        Mark
      4

                      	
                        1,2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        422

                      	
                        2/9/1973

                      	
                        89368

                      	 
      
	
                        Mark
      5

                      	
                        1,2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        423

                      	
                        2/9/1973

                      	
                        89369

                      	 
      
	
                        Mark
      6

                      	
                        1S

                      	
                        38
      E

                      	
                        36

                      	
                        9

                      	
                        424

                      	
                        2/9/1973

                      	
                        89370

                      	 
      
	
                        Mark
      7

                      	
                        2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        425

                      	
                        2/9/1973

                      	
                        89371

                      	 
      
	
                        Mark
      8

                      	
                        1S

                      	
                        38
      E

                      	
                        36

                      	
                        9

                      	
                        426

                      	
                        2/9/1973

                      	
                        89372

                      	 
      


                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                
                  
                     

                  

                  
                     

                    
                      

                    

                  

                  
                     

                  

                

                 

                	
                        Mark
      9

                      	
                        1,2S

                      	
                        38,39
      E

                      	
                        1,6,30,31

                      	
                        9

                      	
                        427

                      	
                        2/9/1973

                      	
                        89373

                      	 
      
	
                        Mark
      10

                      	
                        1S

                      	
                        38
      E

                      	
                        36

                      	
                        9

                      	
                        428

                      	
                        2/9/1973

                      	
                        89374

                      	 
      
	
                        Mark
      11

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        429

                      	
                        2/9/1973

                      	
                        89375

                      	 
      
	
                        Mark
      12

                      	
                        1S

                      	
                        38
      E

                      	
                        36

                      	
                        9

                      	
                        430

                      	
                        2/9/1973

                      	
                        89376

                      	 
      
	
                        Mark
      13

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        431

                      	
                        2/9/1973

                      	
                        89377

                      	 
      
	
                        Mark
      14

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        432

                      	
                        2/9/1973

                      	
                        89378

                      	 
      
	
                        Mark
      15

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        433

                      	
                        2/9/1973

                      	
                        89379

                      	 
      
	
                        Mark
      16

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        434

                      	
                        2/9/1973

                      	
                        89380

                      	 
      
	
                        Mark
      17

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        435

                      	
                        2/9/1973

                      	
                        89381

                      	 
      
	
                        Mark
      18

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        436

                      	
                        2/9/1973

                      	
                        89382

                      	 
      
	
                        Mark
      19

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        437

                      	
                        2/9/1973

                      	
                        89383

                      	 
      
	
                        Mark
      21

                      	
                        2S

                      	
                        38,39
      E

                      	
                        1,6

                      	
                        9

                      	
                        439

                      	
                        2/12/1973

                      	
                        89385

                      	 
      
	
                        Mark
      22

                      	
                        1,2S

                      	
                        38,39
      E

                      	
                        31,1,6

                      	
                        9

                      	
                        440

                      	
                        2/12/1973

                      	
                        89386

                      	 
      
	
                        Mark
      23

                      	
                        1,2S

                      	
                        39
      E

                      	
                        31,6

                      	
                        9

                      	
                        441

                      	
                        2/12/1973

                      	
                        89387

                      	 
      
	
                        Mark
      24

                      	
                        1,2S

                      	
                        39
      E

                      	
                        31,6

                      	
                        9

                      	
                        442

                      	
                        2/12/1973

                      	
                        89388

                      	 
      
	
                        Mark
      25

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        443

                      	
                        2/12/1973

                      	
                        89389

                      	 
      
	
                        Mark
      26

                      	
                        1,2S

                      	
                        39
      E

                      	
                        31,6

                      	
                        9

                      	
                        444

                      	
                        2/12/1973

                      	
                        89390

                      	 
      
	
                        Mark
      27

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        445

                      	
                        2/12/1973

                      	
                        89391

                      	 
      
	
                        Mark
      28

                      	
                        1,2S

                      	
                        39
      E

                      	
                        31,6

                      	
                        9

                      	
                        446

                      	
                        2/12/1973

                      	
                        89392

                      	 
      
	
                        Mark
      29

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        447

                      	
                        2/12/1973

                      	
                        89393

                      	 
      
	
                        Mark
      30

                      	
                        1S

                      	
                        38
      E

                      	
                        31

                      	
                        9

                      	
                        448

                      	
                        2/12/1973

                      	
                        89394

                      	 
      
	
                        Mark
      31

                      	
                        1S

                      	
                        38
      E

                      	
                        31

                      	
                        9

                      	
                        449

                      	
                        2/12/1973

                      	
                        89395

                      	 
      
	
                        Mark
      32

                      	
                        1S

                      	
                        38
      E

                      	
                        31

                      	
                        9

                      	
                        450

                      	
                        2/12/1973

                      	
                        89396

                      	 
      
	
                        Mark
      33

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        9

                      	
                        451

                      	
                        2/13/1973

                      	
                        89397

                      	 
      
	
                        Mark
      34

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        9

                      	
                        452

                      	
                        2/13/1973

                      	
                        89398

                      	 
      
	
                        Mark
      35

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        9

                      	
                        453

                      	
                        2/13/1973

                      	
                        89399

                      	 
      
	
                        Mark
      36

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        9

                      	
                        454

                      	
                        2/13/1973

                      	
                        89400

                      	 
      
	
                        Mark
      37

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        9

                      	
                        455

                      	
                        2/13/1973

                      	
                        89401

                      	 
      
	
                        Mark
      38

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        9

                      	
                        456

                      	
                        2/13/1973

                      	
                        89402

                      	 
      
	
                        Mark
      39

                      	
                        2S

                      	
                        38,39
      E

                      	
                        1,6

                      	
                        9

                      	
                        457

                      	
                        2/13/1973

                      	
                        89403

                      	 
      
	
                        Mark
      40

                      	
                        2S

                      	
                        38,39
      E

                      	
                        1,6

                      	
                        9

                      	
                        458

                      	
                        2/13/1973

                      	
                        89404

                      	 
      
	
                        Mark
      200

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        175

                      	
                        85

                      	
                        1/23/1994

                      	
                        694688

                      	 
      
	
                        T.W.
      No. 1

                      	
                        2S

                      	
                        39
      E

                      	
                        6

                      	
                        7

                      	
                        453

                      	
                        7/14/1972

                      	
                        89406

                      	 
      
	
                        Bonanza
      #1

                      	
                        2S

                      	
                        39
      E

                      	
                        6

                      	
                        1-0

                      	
                        314

                      	
                        4/14/1960

                      	
                        89408

                      	 
      
	
                        Bonanza
      #11

                      	
                        2S

                      	
                        39
      E

                      	
                        6

                      	
                        1-0

                      	
                        315

                      	
                        4/14/1960

                      	
                        89409

                      	 
      
	
                        DAN
      1

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        175

                      	
                        95

                      	
                        12/16/1993

                      	
                        694687

                      	 
      
	
                        CDY
      5

                      	
                        2S

                      	
                        38
      E

                      	
                        6

                      	
                        175

                      	
                        100

                      	
                        12/17/1993

                      	
                        694693

                      	 
      
	
                        CDY
      7

                      	
                        2S

                      	
                        38
      E

                      	
                        6

                      	
                        175

                      	
                        102

                      	
                        12/17/1993

                      	
                        694695

                      	 
      
	
                        CDY
      9

                      	
                        2S

                      	
                        38
      E

                      	
                        6

                      	
                        175

                      	
                        104

                      	
                        12/17/1993

                      	
                        694697

                      	 
      
	
                        CDY
      15

                      	
                        2S

                      	
                        38
      E

                      	
                        6

                      	
                        175

                      	
                        110

                      	
                        12/17/1993

                      	
                        694703

                      	 
      


              

            

          

        

      

    

    


    


    


    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        	
                Patented
      Mining Claims

              	 
      	 
      	 
      	 
      	 
      
	
                Located
      in Townships 1 and 2 South, Ranges 38 and 39 East, Esmeralda County,
      Nevada

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Claim
      Name

              	
                Mineral
      Survey

              	
                Patent
      No.

              	
                Book

              	
                Page

              	 
      
	
                Mary

              	
                64

              	
                18078

              	
                3-B

              	
                207

              	 
      
	
                Elizabeth
      (aka "Home Steak", M.S. 63)

              	
                1927

              	
                35160

              	
                2

              	
                64

              	 
      
	
                Vanderbilt
      Millsite

              	
                37-B

              	
                3156

              	
                M

              	
                1

              	 
      


         

         

         

         

         

         

         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	
                  Last
      Chance Lode

                	
                  42

                	
                  3311

                	
                  M

                	
                  32

                	 
      
	
                  Western
      Soldier Lode

                	
                  43

                	
                  3312

                	
                  M

                	
                  37

                	 
      
	
                  Glory
      Lode

                	
                  44

                	
                  3313

                	
                  M

                	
                  42

                	 
      
	
                  Crowning
      Glory Load

                	
                  45

                	
                  3314

                	
                  M

                	
                  47

                	 
      
	
                  Crowning
      Glory Lode 1st S, Ext.

                	
                  46

                	
                  3315

                	
                  M

                	
                  52

                	 
      
	
                  Drink
      Water Lode

                	
                  47

                	
                  3318

                	
                  M

                	
                  58

                	 
      
	
                  Valient

                	
                  48

                	
                  3160

                	
                  M

                	
                  22

                	 
      
	
                  New
      York Lode

                	
                  49

                	
                  3319

                	
                  M

                	
                  65

                	 
      
	
                  Chieftan
      Lode

                	
                  50

                	
                  3320

                	
                  M

                	
                  68

                	 
      
	
                  Defiance

                	
                  59

                	
                  24006

                	
                  V

                	
                  560

                	 
      
	
                  Sentinel

                	
                  60

                	
                  23857

                	
                  W

                	
                  86

                	 
      
	
                  Golden
      Gate

                	
                  61

                	
                  23858

                	
                  W

                	
                  88

                	 
      
	
                  Crown
      Lode

                	
                  65-A

                	
                  27739

                	
                  W

                	
                  436

                	 
      
	
                  Crown
      Millsite

                	
                  65-B

                	
                  27739

                	
                  W

                	
                  436

                	 
      
	
                  Blair

                	
                  66

                	
                  19164

                	
                  V

                	
                  407

                	 
      
	
                  Antelope
      Mine

                	
                  1736

                	
                  28005

                	
                  X

                	
                  23

                	 
      
	
                  Nevada

                	
                  1738

                	
                  28806

                	
                  X

                	
                  21

                	 
      
	
                  Duplex

                	
                  1739

                	
                  29324

                	
                  X

                	
                  25

                	 
      
	
                  Bangor

                	
                  1740

                	
                  29323

                	
                  X

                	
                  27

                	 
      
	
                  Manser
      lode

                	
                  1741

                	
                  31286

                	
                  X

                	
                  34

                	 
      
	
                  Brooklyn

                	
                  1742

                	
                  28807

                	
                  X

                	
                  19

                	 
      
	
                  Mohawk

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Mohawk
      #1

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Mowhawk
      #2

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Savage

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Oro
      Fino

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Poor

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Sapphire

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Snow
      Drift

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Ophir

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Mary
      Extension

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Summit

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  April

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Canyon
      Crest

                	
                  3068

                	
                  216115

                	
                  3-B

                	
                  202

                	 
      
	
                  Horned
      Toad

                	
                  3507

                	
                  197172

                	
                  171

                	
                  33

                	 
      
	
                  Spider

                	
                  3507

                	
                  197172

                	
                  171

                	
                  33

                	 
      
	
                  Scorpion

                	
                  3507

                	
                  197172

                	
                  171

                	
                  33

                	 
      
	
                  Lizard

                	
                  3507

                	
                  197172

                	
                  171

                	
                  33

                	 
      
	
                  Cactus

                	
                  3507

                	
                  197172

                	
                  171

                	
                  33

                	 
      
	
                  Gnat

                	
                  3507

                	
                  197172

                	
                  171

                	
                  33

                	 
      
	
                  Rattlesnake

                	
                  3507

                	
                  197172

                	
                  171

                	
                  33

                	 
      
	
                  Pittsburg

                	
                  3507

                	
                  197172

                	
                  171

                	
                  33

                	 
      
	
                  Columbus

                	
                  2665

                	
                  71074

                	 
      	 
      	 
      
	
                  Frank
      No. 2

                	
                  2665

                	
                  71074

                	 
      	 
      	 
      
	
                  Lincoln

                	
                  2665

                	
                  71074

                	 
      	 
      	 
      
	
                  Washington

                	
                  2665

                	
                  71074

                	 
      	 
      	 
      
	
                  Oregon

                	
                  2665

                	
                  71074

                	 
      	 
      	 
      
	
                  Peorto

                	
                  2665

                	
                  71074

                	 
      	 
      	 
      
	
                  Solberry

                	
                  2665

                	
                  71074

                	 
      	 
      	 
      
	
                  Gillespy

                	
                  2665

                	
                  71074

                	 
      	 
      	 
      
	
                  Soda

                	
                  2689

                	
                  71074

                	 
      	 
      	 
      


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              	
                      Patented
      Land

                    	 
      	 
      
	
                      Located
      in Townships 1 and 2 South, Ranges 38 and 39 East

                    	 
      
	
                      Esmeralda
      County, Nevada

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Description

                    	
                      Parcel
      Number

                    	 
      
	
                      Silver
      Peak  Block B, Lot 4

                    	
                      002-013-03

                    	 
      
	
                      Silver
      Peak  Block C, Lot 7

                    	
                      002-011-01

                    	 
      
	
                      SE
      1/4 SE1/4 Section 8, Township 2 South, Range 38 East

                    	
                      007-110-04

                    	
                      40
      acres

                    
	
                      N1/2  NW1/4  Section
      17, Township 2 South, Range 38 East

                    	
                      007-110-04

                    	
                      80
      acres

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      Water
      Rights

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Permit
      Application

                    	
                      60034

                    	 
      
	
                      Permit
      Application

                    	
                      60035

                    	 
      
	
                      Permit
      Application

                    	
                      60036

                    	 
      


            

          

        

      

    

    


     

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Exhibit
B

    


    Operating
Equipment

    


    That
certain Collateral as described in the UCC-3 Amendment to Financing Statement to
be filed by Beneficiary with the Nevada Secretary of State as of even date
herewith, as replicated below:

    


    1.           To
secure payment and performance of Indebtedness, including, without limitation,
Indebtedness arising pursuant to that certain Bridge Loan and Debt Restructuring
Agreement dated January 30, 2009 (the “Agreement”) and a First Amended and
Restated Security Agreement dated January 30, 2009 (the “Security Agreement”) by
and between Crestview Capital Master, LLC, a Delaware limited liability company
(“Secured Party”) and Golden Phoenix Minerals, Inc., a
Nevada  corporation (referred to as “Debtor” and/or “Borrower”),
Debtor hereby grants to Secured Party a continuing lien on and security interest
in the Collateral, whether now owned or existing or hereafter acquired or
arising or in which the Borrower now has or hereafter acquires any rights, which
Collateral consists of all of the Borrower’s assets, including without
limitation accounts, chattel paper, deposit accounts, documents, Equipment,
General Intangibles, goods, instruments, intellectual property and Intellectual
Property Rights, Inventory, Investment Property, letter-of-credit rights,
letters of credit, all sums on deposit in any collateral account, and any items
in any lockbox; together with (i) all substitutions and replacements for and
products of any of the foregoing; (ii) in the case of all goods, all accessions;
(iii) all accessories, attachments, parts, equipment and repairs now or
hereafter attached or affixed to or used in connection with any goods; (iv) all
warehouse receipts, bills of lading and other documents of title now or
hereafter covering such goods; (v) all collateral subject to the Lien of the
Secured Party; (vi) any money, or other assets of the Borrower that now or
hereafter come into the possession, custody, or control of the Secured Party;
and (vii) proceeds of any and all of the foregoing; provided, however, that
Collateral shall not include (a) any Equipment that is subject to a purchase
money Lien that is a Permitted Lien in favor of any Person if the documents
relating to such Lien do not permit other Liens; (b) any General Intangible or
Investment Property that on January 30, 2009 was the subject of an enforceable
written agreement which specifically prohibits assignment but only to the extent
(A) of such prohibition and (B) that the terms and provisions of such written
agreement (x) expressly prohibit the granting of a security interest therein or
condition the granting of a security interest therein on the consent of a third
party whose consent has not been obtained or (y) would cause, or allow a third
party to cause, forfeiture of such property upon the granting of a security
interest therein; or (c) any and all of Borrower’s assets constituting
Collateral at the time such assets are contributed to and in connection with the
completion of the Borrower’s formation of a joint venture with a third party in
relation to the Borrower’s gold mining property known as “Mineral Ridge
Property” (the “Mineral Ridge Joint Venture”) (such contributed assets
collectively referred to as the “Joint Venture Collateral”) or upon the transfer
or sale of the Mineral Ridge Property and/or the mining rights with respect
thereto, provided that the Borrower gives the Secured Party immediate notice of
such formation or transfer or sale, and in the event of a formation of the
Mineral Ridge Joint Venture, provides the Secured Party with such certificates,
stock powers, documents and acknowledgments from the joint venture as shall be
necessary to perfect under the UCC a first priority security interest in the
Borrower’s interest in the joint venture and to file a specific financing
statement with respect thereto (together the “Joint Venture Equity Security”)
(collectively, the “Collateral”).  In particular, and without
limitation, the Collateral includes all of Debtor’s interests in, on or against
minerals and mineral materials of all types, geothermal resources, oil and gas
and all other hydrocarbons and mineral rights, mining claims, and other property
rights relating to the foregoing (together the “Mining Property”) located in
Esmeralda County, Nevada, including, without limitation, the interests described
in the Schedule hereto and all accounts, income, proceeds, products and revenues
from the same or the sale of the same.

     

    2.           As
used herein, the following capitalized terms used shall have the following
meanings.  Terms not otherwise defined below shall have the meanings
assigned to them in the Uniform Commercial Code (“UCC”) as the same may, from
time to time, be in effect.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    “Equipment” means all of the Borrower’s
equipment, as such term is defined in the UCC, whether now owned or hereafter
acquired, including but not limited to all present and future machinery,
vehicles, furniture, fixtures, manufacturing equipment, shop equipment, office
and recordkeeping equipment, parts, tools, supplies, and including specifically
the goods described in any equipment schedule or list herewith or hereafter
furnished to the Secured Party by the Borrower.

    


    “General
Intangibles”
means all of the Borrower’s general intangibles, as such term is defined in the
UCC, whether now owned or hereafter acquired, including all present and future
Intellectual Property Rights, customer or supplier lists and contracts, manuals,
operating instructions, permits, franchises, the right to use the Borrower’s
name, and the goodwill of the Borrower’s business.

    


    “Indebtedness” means any and all advances,
debts, obligations and liabilities of the Borrower to the Secured Party,
heretofore, now or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute or contingent,
liquidated or unliquidated, determined or undetermined, including under any
swap, derivative, foreign exchange, hedge, deposit, treasury management or other
similar transaction or arrangement at any time entered into by the Borrower with
the Secured Party, and whether the Borrower may be liable individually or
jointly with others, or whether recovery upon such Indebtedness may be or
hereafter becomes unenforceable.

    


    “Intellectual
Property Rights”
means all actual or prospective rights arising in connection with any
intellectual property or other proprietary rights, including all rights arising
in connection with copyrights, patents, service marks, trade dress, trade
secrets, trademarks, trade names or mask works.

    


    “Inventory” means all of the Borrower’s
inventory, as such term is defined in the UCC, whether now owned or hereafter
acquired, whether consisting of whole goods, spare parts or components, supplies
or materials, whether acquired, held or furnished for sale, for lease or under
service contracts or for manufacture or processing, and wherever located, and
all minerals extracted or to be extracted from the Mining Property.

    


    “Investment
Property” means
all of the Borrower’s investment property, as such term is defined in the UCC,
whether now owned or hereafter acquired, including but not limited to all
securities, security entitlements, securities accounts, commodity contracts,
commodity accounts, stocks, bonds, partnership interests, joint venture
interests, limited liability company interests, mutual fund shares, money market
shares and U.S. Government securities.

    


    “Lien” means any security interest,
mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention
agreement or analogous instrument or device, including the interest of each
lessor under any capitalized lease and the interest of any bondsman under any
payment or performance bond, in, of or on any assets or properties of a Person,
whether now owned or hereafter acquired and whether arising by agreement or
operation of law.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    “Permitted
Liens” means (i)
the Security Interest (as defined in the Security Agreement), (ii) nonconsensual
Liens securing Taxes, assessments or governmental charges or levies or the
claims or demands of materialmen, mechanics, carriers, warehousemen, landlords
and other like Persons, which are not overdue or are being contested in good
faith by appropriate proceedings, (iii) Liens incurred in the Ordinary Course of
Business (A) in connection with worker’s compensation, unemployment insurance,
social security and other like Laws, (B) to secure the performance of letters of
credit, bids, tenders, sales contracts, leases, statutory obligations, surety,
reclamation, environmental, appeal and performance bonds an other similar
obligations not incurred in connection with the borrowing of money, the
obtaining of advances of the payment of the deferred purchase price of property
or (C) after such time as the Borrower has lawfully reserved sufficient number
of shares of common stock to satisfy the share delivery requirements upon the
exercise in full of stock purchase warrants issued pursuant to the Agreement and
issuable pursuant to the terms of a promissory note from the Debtor to the
Secured Party pursuant to the Agreement (the “Condition”), in connection with
working capital credit facilities and operating, financing or other lease or
purchase money financing not to exceed five million dollars ($5,000,000), (iv)
covenants, restrictions, rights, easements and minor irregularities in title
which do not materially interfere with the Borrower’s business or operations as
presently conducted, and (v) Liens in existence on January 30,
2009  and described on Exhibit C to the Security Agreement and if the
Company has satisfied the Condition, , an additional Lien that may be created in
the future in favor of future lenders providing project financing for purposes
of the exploration and development of one or more of the Borrower’s mining
properties (excluding the Mineral Ridge Gold Mine Property) not exceeding five
million dollars ($5,000,000).

    


    “Person” means an individual,
corporation, partnership, limited liability company, trust, business trust,
association, joint stock company, joint venture, sole proprietorship,
unincorporated organization, governmental authority or any other form of entity
not specifically listed herein.

    


    3.    
           Provided the
Condition has been met and there has been no default under any note issued
pursuant to the Agreement, the Secured Party agrees to subordinate its security
interest granted by the Security Agreement to the Borrower’s future lenders in
an amount  not to exceed five million dollars ($5,000,000) for
equipment financing and working capital credit facilities and another five
million dollars ($5,000,000) for project finance for the purpose of further
exploration, development, and mining operations on the Borrower’s mining
properties (excluding the Mineral Ridge Gold Mine Property).  In such
an event, the Secured Party agrees to execute a post-default subordination
agreement and inter-creditor agreement with the Borrower’s future lenders as the
Borrower may reasonably request.

    


    4.          
    The Secured Party has agreed to release certain
Collateral relating to the Mineral Ridge Gold Mine Property under specified
circumstances and subject to the delivery of certain additional security all as
set forth in and pursuant to the Agreement and the Security
Agreement.


    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    


    Exhibit
C

    


    Material
Mine Contracts

    


    None.

    


    


    


    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT B

    


    INTERIM
BRIDGE NOTE

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SECURED PROMISSORY
NOTE

    


    


    
      	
              $
      100,000

            	
              Made
      as of January 30, 2009

            
	 
      	 
      


    

    For value
received, Golden Phoenix Minerals, Inc., a Nevada corporation (“Maker”) HEREBY
PROMISES TO PAY to the order of Crestview Capital Master, LLC, a Delaware
limited liability company (“Holder”), the
principal sum of One Hundred Thousand Dollars ($100,000) (the “Principal Amount”)
together with simple interest on the unpaid Principal Amount at a rate equal to
the Wall Street Journal Prime Rate plus two percent (2.00%), computed on a
quarterly basis beginning January 30, 2009 and payable pursuant to the terms of
this Note (the “Interest
Rate”).

     

    The
following is a statement of the rights of Holder and the conditions to which
this Note is subject, and to which Holder hereof, by the acceptance of this
Note, agrees:

     

    1.           THE
NOTE.  The principal
balance of the Note, which is outstanding and unpaid from time to time, is
referred to as the “Principal Amount.”

     

    2.           SECURITY
AGREEMENT.  Maker’s obligations under this Note are secured by
a security interest in certain Collateral granted by Maker to the original
Holder of this Note pursuant to the terms of a certain Security Agreement
between the Maker and the Holder, dated June 12, 2007 (“Security Agreement”),
and attached hereto as Exhibit A, which
agreement is incorporated herein by reference.  As used herein,
“Collateral” means any property of Maker now existing or hereafter acquired
which may at any time be or become subject to a security interest in favor of
the Holder securing the payment and performance of Maker’s obligations under
this Note and as more specifically described in the Security
Agreement.

     

    3.           PAYMENT
TERMS.  The Principal Amount, together with any unpaid accrued
interest  thereon, shall be due and payable by Maker to Holder on the
earlier of (i) July 30, 2009 (the “Maturity Date,” or
(ii) the date on which such amounts are made automatically due and payable
upon or after the occurrence of an Event of Default (as defined below), at the
principal offices of the Holder or by mail to the address of the registered
holder of this Note in lawful money of the United States, except to the extent
this Note (or a portion hereof) shall have been previously prepaid pursuant to
Section 6 hereof.

     

    4.           CANCELLATION
OF NOTE.  Notwithstanding Section 3 of this Note or any other
provision contained herein, upon the Subsequent Closing, as that term is defined
in the Bridge Loan and Debt Restructuring Agreement dated as of even date
herewith between Maker and Holder (the “Agreement”), this
Note will be automatically cancelled and the obligations and payments of accrued
but unpaid interest and principal due to Holder pursuant to this Note shall
become null and void and replaced in their entirety by a new secured promissory
note as set forth in the Agreement.  Such cancellation shall be
evidenced in writing as set forth in the Agreement with such writing expressly
referencing this Note and the intent of the parties to cancel this
Note.

     

    5.           DEFAULT.  An “Event of
Default” will occur if any of the following happens and such default is not
cured, unless otherwise provided in this Section 5, within a five (5)
business-day period after Holder has given Maker written notice of such
default:

     

    (a)           Maker
fails to make any payment when due hereunder or under any other obligation for
the payment of money to Holder.

     

    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

     

    (b)           Maker
breaches any material obligation to the Holder under this Note, or Maker fails
to perform promptly at the time and in the manner provided in this
Note.

     

    (c)           Maker’s
commencement of a case or other proceeding (i) relating to the Maker under
bankruptcy laws, as now or hereafter constituted, or any other applicable
bankruptcy, insolvency or other similar laws, (ii) seeking the assignment for
the benefit of creditors, or the Maker becomes a debtor or alleged debtor in a
case under the U.S. Bankruptcy Code or becomes the subject of any other
bankruptcy or similar proceeding for the general adjustment of its debts; (iii)
seeking the appointment of a receiver, liquidated, assignee, custodian, trustee,
sequestrator (or similar official) of the Maker for all or substantially all of
the Maker’s property, or (iv) seeking the winding-up or liquidation of the
Maker’s affairs.

     

    (d)           (i)
An order for relief with respect to Maker is entered under bankruptcy laws, as
now or hereafter constituted, or any other applicable bankruptcy, insolvency or
other similar law, or (ii) any other order, judgment or decree shall be entered
in any proceeding by any court of competent jurisdiction appointing, without the
consent of Maker, a receiver, trustee or liquidator of Maker, or for all or
substantially all of its property, or a sequestering of all or substantially all
of the property of Maker, and any such order, judgment or decree or appointment
or sequestration shall be final or shall remain in force undismissed, unstayed
or unvacated for a period of ninety (90) consecutive days after the date of
entry thereof.

     

    (e)           Maker
shall fail to perform or observe any other term, covenant or agreement contained
herein and any such failure shall remain unremedied for a period of twenty (20)
days from the occurrence thereof (unless Holder reasonably determines that such
failure is not capable of remedy).

     

    Upon the
occurrence of any Event of Default, all Principal Amounts (and accrued but
unpaid interest thereon) outstanding under this Note shall become immediately
due and payable in full without further notice or demand by the
Holder.  The Holder, at its option, shall have the right to demand
payment of less than all of the Principal Amounts (and accrued but unpaid
interest thereon) due and payable under this Note, and if the Holder demands
such lesser amount, the Maker shall execute and deliver to the Holder a new
Note, dated the date hereof, evidencing the right of the Holder to the balance
of the Note not demanded by the Holder upon the same terms and conditions set
forth herein.

    


    6.           PREPAYMENT.  Maker
may at any time, without penalty, upon at least thirty (30) days’ advance
written notice to the Holder, prepay in whole or in part the unpaid balance of
this Note.  All payments will first be applied to the repayment of
accrued interest until all then outstanding accrued interest has been paid, and
then shall be applied to the repayment of principal.

    


    7.           OTHER
PROVISIONS RELATING TO INTEREST AND CHARGES. Notwithstanding any other
provision contained in this Note: (a) the Interest Rate, charges and the
payments provided for herein shall in no event exceed the rates and charges and
the payments which would result in interest being charged at a rate exceeding
the maximum allowed by law; and (b) if, for any reason whatsoever, the holder
hereof ever receives as interest (or as a charge in the nature of interest) in
connection with this Note an amount which would result in interest being charged
at a rate exceeding the maximum allowed by law, such amount or portion thereof
as would otherwise be excessive Interest shall automatically be applied toward
reduction of the unpaid principal balance then outstanding
hereunder.  Any such amount shall not be applied toward payment of
interest (or toward payment of a charge in the nature of interest).

    


    
      
        
           


        

        
          39

          
            

          

        

        
           


        

      

    

     

    8.       
     NO
AMENDMENT OR WAIVER EXCEPT IN WRITING.  This Note may be
amended or modified only by a writing duly executed by Maker and Holder, which
expressly refers to this Note and the intent of the parties so to amend this
Note.  No provision of this Note will be deemed waived by Holder,
unless waived in a writing executed by Holder, which expressly refers to this
Note, and no such waiver shall be implied from any act or conduct of Holder, or
any omission by Holder to take action with respect to any provision of this
Note.  No such express written waiver shall affect any other provision
of this Note, or cover any default or time period or event, other than the
matter as to which an express written waiver has been given.

     

    9.        
    NO
BENEFIT.  Nothing expressed in, or to be implied from, this
Note is intended to give, or shall be construed to give, any person or entity,
other than the parties hereto and their permitted successors and assigns
hereunder, any benefit or legal or equitable right, remedy or claim under or by
virtue of this Note or under or by virtue of any provision herein.

     

    10.           ATTORNEYS’
FEES.  In the event any party is required to engage the
services of any attorneys for the purpose of enforcing this Note, or any
provision thereof, the prevailing party shall be entitled to recover its
reasonable expenses and costs in enforcing this Note, including attorneys’
fees.

     

    11.           TRANSFER.  Neither
this Note nor any rights hereunder may be assigned, conveyed or transferred, in
whole or in part, without Maker’s prior written consent, which Maker may
withhold in its sole discretion; provided, however, that this
Note may be assigned, conveyed or transferred, in whole or in part, without the
prior written consent of Maker to any person that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with Holder.  The rights and obligations of Maker and
Holder under this Note shall be binding upon and benefit their respective
permitted successors, assigns, heirs, administrators and
transferees.

     

    12.           GOVERNING
LAW; VENUE.  This Note shall be governed by and construed under
the internal laws of the State of Nevada as applied to agreements among Nevada
residents or Nevada entities entered into and to be performed entirely within
Nevada, without reference to principles of conflict of laws or choice of
laws. By accepting this Note,
Holder hereby agrees that any suit, action, or proceeding arising out of or
relating to the Note, any amendments or any replacements hereof, and any
transactions or agreements relating hereto will be brought in the courts of, or
the Federal courts in, the State of Nevada, County of Washoe, and the Holder
hereby irrevocably consents and submits to the jurisdiction of such courts for
the purposes of any such suit, action or proceeding, and the Holder agrees that
service of process on the Holder in such suit, action or proceeding may be made
in the same way as is prescribed by this Note for other notices.  The
Holder hereby waives, and agrees not to assert against the Maker or any assignee
thereof, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, (a) any claim that he or she is not personally subject to the
jurisdiction of the above-named courts or that his or her property is exempt or
immune from setoff, execution or attachment, either prior to judgment or in
execution thereof, and (b) to the extent permitted by applicable law, any claim
that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of suit, action or proceeding is improper or that the Note, or any
amendments or any replacements hereof may not be enforced in or by such
courts.  Venue for such actions as set forth above is intended to be
inclusive.

     

    13.           HEADINGS.  The
headings and captions used in this Note are used only for convenience and are
not to be considered in construing or interpreting this Note.  All
references in this Note to sections and exhibits shall, unless otherwise
provided, refer to sections hereof and exhibits attached hereto, all of which
exhibits are incorporated herein by this reference.

     

    14.           NOTICES.  Unless
otherwise provided, any notice required or permitted under this Note shall be
given in writing and shall be deemed effectively given (i) at the time of
personal delivery, if delivery is in person; (ii) one (1) business day
after deposit with an express overnight courier for United States deliveries, or
two (2) business days after such deposit for deliveries outside of the United
States, with proof of delivery from the courier requested; or (iii) three
(3) business days after deposit in the United States mail by certified mail
(return receipt requested) for United States deliveries when addressed to the
party to be notified at the address indicated for such party on the signature
page to this Note, or at such other address as any party or Maker may designate
by giving ten (10) days’ advance written notice to all other
parties.

     

    
      
        
           


        

        
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    15.           SEVERABILITY.  If
one or more provisions of this Note are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Note and the
balance of the Note shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.

     

    16.           MISCELLANEOUS.

     

    (a)           The
meaning of defined terms shall be equally applicable to both the singular and
plural forms of the terms defined.

     

    (b)           References
to agreements and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto.

     

    (c)           References
to statutes or regulations are to be construed as including all statutory and
regulatory provisions consolidating, amending or replacing the statute or
regulation referred to.

     

    (d)           Any
captions and headings are for convenience of reference only and shall not affect
the construction of this Note.

     

    


     

    [SIGNATURE
PAGE IMMEDIATELY FOLLOWS]

     

    


    
      
        
           


        

        
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    IN WITNESS WHEREOF, the Maker
has caused this SECURED PROMISSORY NOTE to be signed in its name as of the date
first above written.

     

    


     

    MAKER

     

    GOLDEN
PHOENIX MINERALS, INC.


    
      
        
          
            
              

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              By:

                                                            	 	
                                                              /s/ David A. Caldwell

                                                            	 
      
	
                                                              Name:

                                                            	 	
                                                              David A. Caldwell

                                                            	 
      
	
                                                              Title:

                                                            	 	
                                                              CEO

                                                            	 
      
	
                                                              Address:

                                                            	 	      
                                                              1675 E. Prater Way, Suite
      102

                                                            	 
      
	 
      	 	
                                                              Sparks, NV 89434

                                                            	 
      
	 
      	 	 
      	 
      
	
                                                               

                                                              HOLDER

                                                               

                                                            	 	 
      	 
      
	
                                                              CRESTVIEW
      CAPITAL MASTER, LLC

                                                               

                                                            
	      
                                                              By:

                                                            	      
                                                              Crestview Capital Partners, LLC, its sole
      manager

                                                            	 
	
                                                              By:

                                                            	 	
                                                              /s/  Stewart
Flink

                                                            	 
      
	
                                                              Name:

                                                            	 	
                                                              Stewart Flink

                                                            	 
      
	
                                                              Title:

                                                            	 	
                                                              Manager

                                                            	 
      
	
                                                              Address:

                                                            	 	      
                                                              95 Revere Drive, Suite
    A

                                                            	 
      
	 
      	 	
                                                              Northbrook, IL 60062

                                                            	 
      


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                        


              

            

          

        

      

    

    


    


    
      
        
           


        

        
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    EXHIBIT
A

    


    SECURITY
AGREEMENT

    


     

    
 

    
      
        
           


        

        
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    EXHIBIT C

    


    AMENDED
SECURITY AGREEMENT

     

    
 

    


    
      
        
           


        

        
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    FIRST
AMENDED AND RESTATED

    SECURITY
AGREEMENT

    


    This
FIRST AMENDED AND RESTATED
SECURITY AGREEMENT, dated as of February 6, 2009 (this “Agreement”),
documents the amendment and restatement of the Security Agreement between Golden
Phoenix Minerals, Inc., a Nevada corporation (the “Borrower”) and Crestview
Capital Master, LLC, a Delaware limited liability company (the “Secured Party”),
dated as of June 12, 2007 (the “Original Agreement”).  Capitalized
terms used herein and not otherwise defined shall have the meaning assigned in
the Original Agreement or in the Bridge Loan Agreement (defined
below).  To the extent of any necessary inconsistency between the two,
however, the terms and provisions of this Agreement shall control.

     

    RECITALS

     

    WHEREAS, the Borrower and the
Secured Party have entered into a Bridge Loan and Debt Restructuring Agreement,
dated as of January 30, 2009 (the “Bridge Loan Agreement”), in order to provide
Borrower with an infusion of capital and to restructure the prior arrangement
related to the Borrower’s indebtedness to the Secured Party (the “Original
Debt”) as set forth in that certain Production Payment Purchase Agreement and
Assignment, dated June 12, 2007 by and between the Borrower and the Secured
Party, pursuant to the terms and subject to the conditions of the Bridge Loan
Agreement;

     

    WHEREAS, pursuant to the
Bridge Loan Agreement, such Original Debt is to be released, except as to
$1,000,000, in its entirety in connection with and as part of the consideration
for the Secured Party’s entry into this Agreement pursuant to the terms and
conditions as set forth herein and in the Bridge Loan Agreement;
and

    


    WHEREAS, the Borrower and the
Secured Party have agreed that in exchange for and in consideration of a
$1,000,000 capital infusion and a restructuring and contingent partial
forgiveness of the Original Debt, and as required by the Bridge Loan Agreement,
to among other things, secure payment of the obligations under two promissory
notes representing the $1,000,000 capital infusion and $1,000,000 of the
restructured Original Debt, respectively, as detailed therein, the Borrower has
granted and/or hereby does grant the Secured Party a security interest in and to
certain Collateral (as defined below), pursuant to the terms and conditions of
this Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing, and the representations, warranties, covenants
and conditions set forth in the Bridge Loan Agreement and any exhibits or
attachments thereto and as set forth herein, the parties hereto, intending to be
legally bound, hereby amend and restate the Original Agreement to read in its
entirety as follows:

     

    1.        
    Definitions.  All
terms defined in the recitals hereto and in the Bridge Loan Agreement that are
not otherwise defined herein shall have the meanings given them in the recitals
and in the Bridge Loan Agreement.  All terms defined in the UCC and
not otherwise defined herein have the meanings assigned to them in the
UCC.  In addition, the following terms have the meanings set forth
below or in the referenced Section of this Agreement:

     

    “Accounts”
means all of the Borrower’s accounts, as such term is defined in the UCC,
including each and every right of the Borrower to the payment of money, whether
such right to payment now exists or hereafter arises, whether such right to
payment arises out of a sale, lease or other disposition of goods or other
property, out of a rendering of services, out of a loan, out of the overpayment
of taxes or other liabilities, or otherwise arises under any contract or
agreement, whether such right to payment is created, generated or earned by the
Borrower or by some other Person who subsequently transfers such Person’s
interest to the Borrower, whether such right to payment is or is not already
earned by performance, and howsoever such right to payment may be evidenced,
together with all other rights and interests (including all Liens) which the
Borrower may at any time have by law or agreement against any account debtor or
other obligor obligated to make any such payment or against any property of such
account debtor or other obligor; all including but not limited to all present
and future accounts, contract rights, loans and obligations receivable, chattel
papers, bonds, notes and other debt instruments, tax refunds and rights to
payment in the nature of general intangibles.

     

    
      
        
           


        

        
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    “Collateral”
means, whether now owned or existing or hereafter acquired or arising or in
which the Borrower now has or hereafter acquires any rights, all of the
Borrower’s assets, including without limitation accounts, chattel paper, deposit
accounts, documents, Equipment, General Intangibles, goods, instruments,
intellectual property and Intellectual Property Rights, Inventory, Investment
Property, letter-of-credit rights, letters of credit, all sums on deposit in any
collateral account, and any items in any lockbox; together with (i) all
substitutions and replacements for and products of any of the foregoing;
(ii) in the case of all goods, all accessions; (iii) all accessories,
attachments, parts, equipment and repairs now or hereafter attached or affixed
to or used in connection with any goods; (iv) all warehouse receipts, bills
of lading and other documents of title now or hereafter covering such goods;
(v) all collateral subject to the Lien of the Secured Party; (vi) any
money, or other assets of the Borrower that now or hereafter come into the
possession, custody, or control of the Secured Party; (vii) proceeds of any
and all of the foregoing; and (viii) the Mineral Ridge Property and assignments
of all assignable licenses, registrations and other authorizations or
notifications required to own and operate the mine located therein (as set forth
in a Deed of Trust and Mortgage (“Mortgage”) delivered herewith) provided, however, that
Collateral shall not include: (a) any Equipment that is subject to a purchase
money Lien that is a Permitted Lien in favor of any Person if the documents
relating to such Lien do not permit other Liens; (b) any General Intangible or
Investment Property that, on the date hereof,
is the subject of an enforceable written agreement which specifically prohibits
assignment but only to the extent (A) of such prohibition and (B) that the terms
and provisions of such written agreement (x) expressly prohibit the granting of
a security interest therein or condition the granting of a security interest
therein on the consent of a third party whose consent has not been obtained or
(y) would cause, or allow a third party to cause, forfeiture of such property
upon the granting of a security interest therein; or (c) any and all of
Borrower’s assets constituting Collateral at the time such assets are
contributed to and in connection with the completion of the Borrower’s formation
of a joint venture with a third party in relation to the Borrower’s gold mining
property known as “Mineral Ridge Property” (the “Mineral Ridge Joint Venture”)
(such contributed assets collectively referred to as the “Joint Venture
Collateral”) or upon the transfer or sale of the Mineral Ridge Property and/or
the mining rights with respect thereto, provided that the Borrower gives the
Secured Party immediate notice of such formation or transfer or sale, and in the
event of a formation of the Mineral Ridge Joint Venture, provides the Secured
Party with such certificates, stock powers, documents and acknowledgments from
the joint venture as shall be necessary to perfect under the UCC a first
priority security interest in the Borrower’s interest in the joint venture and
to file a specific financing statement with respect thereto (together the “Joint
Venture Equity Security”).

    


    
      
        
           


        

        
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    “Equipment”
means all of the Borrower’s equipment, as such term is defined in the UCC,
whether now owned or hereafter acquired, including but not limited to all
present and future machinery, vehicles, furniture, fixtures, manufacturing
equipment, shop equipment, office and recordkeeping equipment, parts, tools,
supplies, and including specifically the goods described in any equipment
schedule or list herewith or hereafter furnished to the Secured Party by the
Borrower.

     

    “Event of
Default” has the meaning given in Section
7.

     

    “General
Intangibles” means all of the Borrower’s general intangibles, as such
term is defined in the UCC, whether now owned or hereafter acquired, including
all present and future Intellectual Property Rights, customer or supplier lists
and contracts, manuals, operating instructions, permits, franchises, the right
to use the Borrower’s name, and the goodwill of the Borrower’s
business.

     

    “Indebtedness”
is used herein in its most comprehensive sense and means any and all advances,
debts, obligations and liabilities of the Borrower to the Secured Party,
heretofore, now or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute or contingent,
liquidated or unliquidated, determined or undetermined, including under any
swap, derivative, foreign exchange, hedge, deposit, treasury management or other
similar transaction or arrangement at any time entered into by the Borrower with
the Secured Party, and whether the Borrower may be liable individually or
jointly with others, or whether recovery upon such Indebtedness may be or
hereafter becomes unenforceable.

     

    “Intellectual
Property Rights” means all actual or prospective rights arising in
connection with any intellectual property or other proprietary rights, including
all rights arising in connection with copyrights, patents, service marks, trade
dress, trade secrets, trademarks, trade names or mask works.

     

    “Inventory”
means all of the Borrower’s inventory, as such term is defined in the UCC,
whether now owned or hereafter acquired, whether consisting of whole goods,
spare parts or components, supplies or materials, whether acquired, held or
furnished for sale, for lease or under service contracts or for manufacture or
processing, and wherever located, and all minerals extracted or to be extracted
from the Mineral Ridge Mine.

     

    “Investment
Property” means all of the Borrower’s investment property, as such term
is defined in the UCC, whether now owned or hereafter acquired, including but
not limited to all securities, security entitlements, securities accounts,
commodity contracts, commodity accounts, stocks, bonds, partnership interests,
joint venture interests, limited liability company interests, mutual fund
shares, money market shares and U.S. Government securities.

     

    “Lien”
means any security interest, mortgage, deed of trust, pledge, lien, charge,
encumbrance, title retention agreement or analogous instrument or device,
including the interest of each lessor under any capitalized lease and the
interest of any bondsman under any payment or performance bond, in, of or on any
assets or properties of a Person, whether now owned or hereafter acquired and
whether arising by agreement or operation of law.

     

    
      
        
           


        

        
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    “Permitted
Liens” means (i) the Security Interest, (ii) nonconsensual
Liens securing Taxes, assessments or governmental charges or levies or the
claims or demands of materialmen, mechanics, carriers, warehousemen, landlords
an other like Persons, with respect to which payments are not overdue or are
being contested in good faith by appropriate proceedings, (iii) Liens incurred
in the Ordinary Course of Business (A) in connection with worker’s compensation,
unemployment insurance, social security and other like Laws provided no default
in payment of the obligations subject to such Liens has occurred, (B) to secure
the performance of letters of credit, bids, tenders, sales contracts, leases,
statutory obligations, surety, reclamation, environmental, appeal and
performance bonds and other similar obligations not incurred in connection with
the borrowing of money, the obtaining of advances or the payment of the deferred
purchase price of property or (C) at a time when the Company has lawfully
reserved sufficient number of shares of Common Stock (or other securities, if
applicable) to permit the exercise in full of the 23,000,000 Warrants issued to
the Secured Party pursuant to the Bridge Loan Agreement and the 5,000,000 shares
of Common Stock which may become issuable pursuant to Warrants provided for in a
promissory note of even date herewith evidencing the Company’s obligation to
repay the $1,000,000 capital infusion (the “Share Reserve Requirement”), in
connection with working capital credit facilities and operating, financing or
other lease or purchase money financing not to exceed five million dollars
($5,000,000), (iv) covenants, restrictions, rights, easements and minor
irregularities in title which do not materially interfere with the Borrower’s
business or operations as presently conducted, and (v) Liens in existence on
January 30, 2009 and described on Exhibit
A hereto, and (vi) at a time when the Company has satisfied the Share
Reserve Requirement, an additional Lien that may be created in the future in
favor of future lenders providing project financing for purposes of the
exploration and development of one or more of the Borrower’s mining properties
(excluding the Mineral Ridge Property) not exceeding five million dollars
($5,000,000).

     

    “Security
Interest” has the meaning given in Section
2.

     

    “UCC”
means the Uniform Commercial Code as in effect from time to time in the State of
Nevada.

     

    2.    
        Security
Interest.  The Borrower has granted and/or hereby does grant to
the Secured Party to secure the payment of the Indebtedness, a security interest
in all of the Borrower’s right, title and interest in, to and under the
Collateral (the “Security
Interest”).

     

    3.           
 Representations,
Warranties and Agreements.  The Borrower hereby represents,
warrants and agrees as follows:

     

    (a)           Title.  The Borrower
(i) has absolute title to each item of Collateral in existence on the date
hereof, free and clear of all Liens except the Permitted Liens, (ii) will
have, at the time the Borrower acquires any rights in Collateral hereafter
arising, absolute title to each such item of Collateral free and clear of all
Liens except Permitted Liens, (iii) will keep all Collateral free and clear
of all Liens except Permitted Liens, and (iv) will defend the Collateral
against all claims or demands of all Persons other than the Secured Party and
the holders of Permitted Liens. With the exception of the Joint Venture
Collateral contributed to the Mineral Ridge Joint Venture, the Borrower will not
sell or otherwise dispose of the Collateral or any interest therein, outside the
ordinary course of business, without the prior written consent of the Secured
Party.


    
      
        
           


        

        
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    (b)           Chief Executive Office;
Identification Number.  The Borrower’s chief executive office
and principal place of business is located at the address set forth under its
signature below.  The Borrower’s federal employer identification
number and organization identification number is correctly set forth under its
signature below.

     

    (c)           Location of
Collateral.  As of the date hereof, the tangible Collateral is
located only in the states and at the address, as identified on Exhibit
B attached hereto.  The Borrower will not permit any tangible
Collateral to be located in any state (and, if county filing is required, in any
county) in which a financing statement covering such Collateral is required to
be, but has not in fact been, filed in order to perfect the Security
Interest.

     

    (d)           Changes in Name, Organizational
Documents, Location.  The Borrower will not change its name,
organizational or Charter Documents, or jurisdiction of organization, without
the prior written consent of the Secured Party, which consent will not be
unreasonably withheld, conditioned or delayed.  The Borrower will not
change its business address, without prior written notice to the Secured
Party.

     

    (e)           Fixtures.  The
Borrower will not permit any tangible Collateral to become part of or to be
affixed to any real property without first assuring to the reasonable
satisfaction of the Secured Party that the Security Interest will be prior and
senior to any Lien then held or thereafter acquired by any mortgagee of such
real property or the owner or purchaser of any interest therein.  If
any part or all of the tangible Collateral is now or will become so related to
particular real estate as to be a fixture, the real estate concerned and the
name of the record owner are accurately set forth in Exhibit
C hereto.

     

    (f)           Rights to
Payment.  Each right to payment and each instrument, document,
chattel paper and other agreement constituting or evidencing Collateral is (or
will be when arising, issued or assigned to the Secured Party) the valid,
genuine and legally enforceable obligation, subject to no defense, setoff or
counterclaim (other than those arising in the ordinary course of business), of
the account debtor or other obligor named therein or in the Borrower’s records
pertaining thereto as being obligated to pay such obligation. The Borrower will
not, without the Secured Party’ consent, agree to any material modification or
amendment or agree to any forbearance, release or cancellation of any such
obligation, and will not, without the Secured Party’s consent, subordinate any
such right to payment to claims of other creditors of such account debtor or
other obligor.

     

    (g)           Commercial Tort
Claims.  Promptly upon knowledge thereof, the Borrower will
deliver to the Secured Party notice of any commercial tort claims it may bring
against any Person, including the name and address of each defendant, a summary
of the facts, an estimate of the Borrower’s damages, copies of any complaint or
demand letter submitted by the Borrower, and such other information as the
Secured Party may request.  Upon request by the Secured Party, the
Borrower will grant the Secured Party a security interest in all commercial tort
claims it may have against any Person.

     

    (h)           Miscellaneous
Covenants.  The Borrower will:

    


    
      
        
           


        

        
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    (i)           keep
all tangible Collateral in good repair, working order and condition, normal wear
and tear and depreciation excepted, and will, from time to time, replace any
worn, broken or defective parts thereof;

     

    (ii)           promptly
pay all taxes and other governmental charges levied or assessed upon or against
any Collateral or upon or against the creation, perfection or continuance of the
Security Interest;

     

    (iii)           at
all reasonable times, permit the Secured Party or its representatives to examine
or inspect any Collateral, wherever located, and to examine, inspect and copy
the Borrower’s books and records pertaining to the Collateral and its business
and financial condition and to send to account debtors and other obligors
requests for verifications of amounts owed to the Borrower;

     

    (iv)           keep
accurate and complete records pertaining to the Collateral and pertaining to the
Borrower’s business and financial condition and submit to the Secured Party such
periodic reports concerning the Collateral and the Borrower’s business and
financial condition as the Secured Party may from time to time reasonably
request;

     

    (v)           promptly
notify the Secured Party of any loss of or material damage to any Collateral or
of any adverse change, known to the Borrower, in the prospect of payment of any
sums due on or under any instrument, chattel paper, or account constituting
Collateral;

     

    (vi)           if
the Secured Party at any time so requests (after the occurrence of an Event of
Default and only so long as such Event of Default continues), promptly deliver
to the Secured Party any instrument, document or chattel paper constituting
Collateral, duly endorsed or assigned by the Borrower, including, but not
limited to the assignments to all of the assignable licenses, permits,
registrations and other authorizations or notifications required to own and
operate the mine as set forth and required in the Mortgage;

     

    (vii)           at
all times keep all tangible Collateral insured against risks of fire (including
so-called extended coverage), theft, collision (in case of Collateral consisting
of motor vehicles) and such other risks and in such amounts as the Secured Party
may reasonably request, with any such policies containing a lender loss payable
endorsement acceptable to the Secured Party;

     

    (viii)           from
time to time authorize or execute such financing statements or other instruments
as the Secured Party may reasonably require in order to perfect the Security
Interest and, if any Collateral consists of a motor vehicle, execute such
documents as may be required to have the Security Interest properly noted on a
certificate of title;

     

    (ix)           pay
when due or reimburse the Secured Party on demand for all reasonable
out-of-pocket costs of collection of any of the Indebtedness and all other
reasonable out-of-pocket expenses (including in each case all reasonable
attorneys’ fees) incurred by the Secured Party in connection with the creation,
perfection, satisfaction, protection, defense or enforcement of the Security
Interest or the creation, continuance, protection, defense or enforcement of
this Agreement or any or all of the Indebtedness, including expenses incurred in
any litigation or bankruptcy or insolvency proceedings;

    


    
      
        
           


        

        
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    (x)           authorize,
execute, deliver or endorse any and all instruments, documents, assignments,
security agreements and other agreements and writings which the Secured Party
may at any time reasonably request in order to secure, protect, perfect or
enforce the Security Interest and the Secured Party’s rights under this
Agreement; and

     

    (xi)           not
use or keep any Collateral, or permit it to be used or kept, for any unlawful
purpose or in violation of any federal, state or local law, statute or
ordinance.

     

    (xii)           Secured Party’s Right to
Take Action.  The Borrower authorizes the Secured Party to file
from time to time where permitted by law, such financing statements against
collateral described as “all personal property” as the Secured Party deems
necessary or useful to perfect the Security Interest.  The Borrower
will not amend any financing statements in favor of the Secured Party except as
permitted by law.  Further, if the Borrower at any time fails to
perform or observe any agreement contained in Section 3(h), and if
such failure continues for a period of ten (10) days after the Secured Party
gives the Borrower written notice thereof (or, in the case of the agreements
contained in clauses (vii) and (viii) of Section 3(h),
immediately upon the occurrence of such failure, without notice or lapse of
time), the Secured Party may (but need not) perform or observe such agreement on
behalf and in the name, place and stead of the Borrower (or, at the Secured
Party’s option, in the Secured Party’s own name) and may (but need not) take any
and all other actions which the Secured Party may reasonably deem necessary to
cure or correct such failure (including, without limitation the payment of
taxes, the satisfaction of security interests, liens, or encumbrances, the
performance of obligations under contracts or agreements with account debtors or
other obligors, the procurement and maintenance of insurance, the execution of
financing statements, the endorsement of instruments, the qualification and
licensing of the Borrower to do business in any jurisdiction, and the
procurement of repairs or transportation); and, except to the extent that the
effect of such payment would be to render any loan or forbearance of money
usurious or otherwise illegal under any applicable law, the Borrower shall
thereupon pay the Secured Party on demand the amount of all moneys expended and
all costs and expenses (including reasonable attorneys’ fees) incurred by the
Secured Party in connection with or as a result of the Secured Party’s
performing or observing such agreements or taking such actions, together with
interest thereon from the date expended or incurred by the Secured Party at the
highest rate then applicable to any of the Indebtedness. To facilitate the
performance or observance by the Secured Party of such agreements of the
Borrower, the Borrower hereby irrevocably appoints (which appointment is coupled
with an interest) the Secured Party, or its delegate, as the attorney-in-fact of
the Borrower with the right (but not the duty) from time to time to create,
prepare, complete, execute, deliver, endorse or file, in the name and on behalf
of the Borrower, any and all instruments, documents, financing statements,
applications for insurance and other agreements and writings required to be
obtained, executed, delivered or endorsed by the Borrower under this Section 3 and Section
4.

     

    (xiii)           Priority.  Upon
due filing of all requisite financing statements, mortgages and notices
regarding intellectual property, the Secured Party will have perfected first
priority security interests in the Collateral, except to the extent of the Liens
listed in Schedule C and then in effect.

    


    
      
        
           


        

        
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    4.          
  Rights of
Secured Party.  At any time and from time to time, whether
before or after an Event of Default, the Secured Party may take any or all of
the following actions:

     

    (a)           Account
Verification.  The Secured Party may at any time and from time
to time send or require the Borrower to send requests for verification of
accounts or notices of assignment to account debtors and other
obligors.

     

    (b)           Direct
Collection.  After an Event of Default and only for so long as
such Event of Default continues, the Secured Party may notify any account
debtor, or any other Person obligated to pay any amount due, that such chattel
paper, Account, or other right to payment has been assigned or transferred to
the Secured Party for security and shall be paid directly to the Secured
Party.  At any time after the Secured Party or the Borrower gives such
notice to an account debtor or other obligor (which right shall only exist after
an Event of Default and for so long as such Event of Default continues), the
Secured Party may (but need not), in its own name or in the Borrower’s name,
demand, sue for, collect or receive any money or property at any time payable or
receivable on account of, or securing, any such chattel paper, Account, or other
right to payment, or grant any extension to, make any compromise or settlement
with or otherwise agree to waive, modify, amend or change the obligations
(including collateral obligations) of any such account debtor or other
obligor.

     

    5.         
   Secured Party
Covenant.  In the event the Mineral Ridge Joint Venture is
completed, the Secured Party affirmatively agrees to take such steps as are
reasonably necessary to release the Joint Venture Collateral from any existing
security interest that may be held by the Secured Party, including but not
limited to the filing of the appropriate releases and financing statement
amendments with the Nevada Secretary of State, provided it has received the
security interest in the Joint Venture interest of the Borrower and confirmation
from the Joint Venture of its acceptance of the assignment of distributions
thereon as provided for in the Bridge Loan Agreement.

     

    6.        
    Assignment of
Insurance.  The Borrower hereby assigns to the Secured Party,
as additional security for the payment of the Indebtedness, any and all moneys
(including but not limited to proceeds of insurance and refunds of unearned
premiums) due or to become due under, and all other rights of the Borrower under
or with respect to, any and all policies of insurance covering the Collateral,
and the Borrower hereby directs the issuer of any such policy to pay any such
moneys directly to the Secured Party.  After the occurrence of an
Event of Default and only for so long as such Event of Default continues, the
Secured Party may (but need not), in its own name or in the Borrower’s name and
acting in a reasonable manner, execute and deliver proofs of claim, receive all
such moneys, endorse checks and other instruments representing payment of such
moneys, and adjust, litigate, compromise or release any claim against the issuer
of any such policy.

     

    7.         
   Events of
Default.  Each of the following occurrences shall constitute an
event of default under this Agreement (herein called “Event of
Default”):  (i) the Borrower shall fail to pay any or all of
the Indebtedness when due or (if payable on demand) on demand; or (ii) the
Borrower shall fail to observe or perform any covenant or agreement herein or in
the Bridge Loan Agreement binding on it.

    


    
      
        
           


        

        
          52

          
            

          

        

        
           


        

      

    

     

    8.     
       Remedies upon Event of
Default.  Upon the occurrence of an Event of Default and at any
time thereafter, the Secured Party may exercise any one or more of the following
rights and remedies after Secured Party has given Borrower written notice of its
intent to take such action and only if the Borrower has not cured the Event of
Default within ten (10) business days of such written notice: (i) declare
all unmatured Indebtedness to be immediately due and payable, and the same shall
thereupon be immediately due and payable, without presentment or other notice or
demand; (ii) exercise and enforce any or all rights and remedies available
upon default to a secured party under the UCC, including but not limited to the
right to take possession of any Collateral, proceeding without judicial process
or by judicial process (without a prior hearing or notice thereof, which the
Borrower hereby expressly waives), and the right to sell, lease or otherwise
dispose of any or all of the Collateral, and in connection therewith, the
Secured Party may require the Borrower to make the Collateral available to the
Secured Party at a place to be designated by the Secured Party which is
reasonably convenient to both parties, and if notice to the Borrower of any
intended disposition of Collateral or any other intended action is required by
law in a particular instance, such notice shall be deemed commercially
reasonable if given (in the manner specified in Section 11) at least
ten (10) days prior to the date of intended disposition or other action;
(iii) exercise or enforce any or all other rights or remedies available to
the Secured Party by law or  under the Mortgage or any other agreement
against the Collateral, against the Borrower or against any other Person or
property.  The Secured Party is hereby granted a nonexclusive,
worldwide and royalty-free license to use or otherwise exploit all Intellectual
Property Rights owned by or licensed to the Borrower that the Secured Party
deems necessary or appropriate to the disposition of any
Collateral.

     

    9.          
  Other
Personal Property.  Unless at the time the Secured Party takes
possession of any tangible Collateral, or within seven days thereafter, the
Borrower gives written notice to the Secured Party of the existence of any
goods, papers or other property of the Borrower, not affixed to or constituting
a part of such Collateral, but which are located or found upon or within such
Collateral, describing such property, the Secured Party shall not be responsible
or liable to the Borrower for any action taken or omitted by or on behalf of the
Secured Party with respect to such property.

     

    10.           Subordination to Future
Lenders. Provided the Share Reservation Requirement has been met, and no
Event of Default has occurred under the Bridge Note or the Debt Restructuring
Note, the Secured Party agrees to subordinate its security interest granted by
the Security Agreement (but not the Mortgage) to the Company’s future lenders in
an amount not to exceed five million dollars ($5,000,000) for equipment
financing and working capital credit facilities and another five million dollars
($5,000,000) for project finance for the purpose of further exploration,
development, and mining operations on the Company’s mining properties (excluding
the Mineral Ridge Property).  Provided the Share Reservation
Requirement has been met, in such an event, the Secured Party agrees to execute
a subordination agreement and inter-creditor agreement with the Company’s future
lenders with regard to post-default rights as the Company may reasonably
request.

     

    11.           Notices.  All
notices and other communications hereunder shall be in writing and shall be
given as set forth in the Bridge Loan Agreement.

     

    12.           Miscellaneous.  This
Agreement has been duly and validly authorized by all necessary corporate
action.  This Agreement does not contemplate a sale of accounts, or
chattel paper.

     

    (a)           Amendment and
Waiver.  This Agreement or any portion of this Agreement can
only be waived, modified, amended, terminated or discharged, and the Security
Interest can only be released, by an explicit and specific writing signed by the
Secured Party, and, in the case of amendment or modification, in a writing
signed by the Borrower.  A waiver signed by the Secured Party shall be
effective only in the specific instance and for the specific purpose
given.  Mere delay or failure to act shall not preclude the exercise
or enforcement of any of the Secured Party’s rights or remedies.

    


    
      
        
           


        

        
          53

          
            

          

        

        
           


        

      

    

     

    (b)           Rights
Cumulative.  All rights and remedies of the Secured Party
hereunder and under the Mortgage and Assignment and under the Joint Venture
Equity Security shall be cumulative and may be exercised singularly or
concurrently, at the Secured Party’s option, and the exercise or enforcement of
any one such right or remedy shall neither be a condition to nor bar the
exercise or enforcement of any other.

     

    (c)           Duty of Care – Collateral. The
Secured Party’s duty of care with respect to Collateral in its possession (as
imposed by law) shall be deemed fulfilled if the Secured Party exercises
reasonable care in physically safekeeping such Collateral or, in the case of
Collateral in the custody or possession of a bailee or other third person,
exercises reasonable care in the selection of the bailee or other third person,
and the Secured Party need not otherwise preserve, protect, insure or care for
any Collateral.  The Secured Party shall not be obligated to preserve
any rights the Borrower may have against prior parties, to realize on the
Collateral at all or in any particular manner or order, or to apply any cash
proceeds of Collateral in any particular order of application.

     

    (d)           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the Borrower and the Secured Party and their respective successors
and assigns and shall take effect when signed by the Borrower and delivered to
the Secured Party, and the Borrower waives notice of the Secured Party’s
acceptance hereof.

     

    (e)           Secured Party’s
Signature.  The Secured Party may execute this Agreement if
appropriate for the purpose of filing, but the failure of the Secured Party to
execute this Agreement shall not affect or impair the validity or effectiveness
of this Agreement.  A carbon, photographic or other reproduction of
this Agreement or of any financing statement signed by the Borrower shall have
the same force and effect as the original for all purposes of a financing
statement.

     

    (f)           Governing Law.  This
Agreement shall be governed by and construed in accordance with the substantive
laws (other than conflict laws) of the State of Nevada.

     

    (g)           Severability.  If
any provision or application of this Agreement is held unlawful or unenforceable
in any respect, such illegality or unenforceability shall not affect other
provisions or applications which can be given effect and this Agreement shall be
construed as if the unlawful or unenforceable provision or application had never
been contained herein or prescribed hereby.

     

    (h)           Survival.  All
representations and warranties contained in this Agreement shall survive the
execution, delivery and performance of this Agreement and the creation and
payment of the Indebtedness.

     

    (i)           Jurisdiction and
Venue.  The parties hereto hereby (i) consent to the
personal jurisdiction of the state and federal courts located in the State of
Nevada, County of Washoe in connection with any controversy related to this
Agreement; (ii) waive any argument that venue in any such forum is not
convenient, (iii) agree that any litigation initiated by the Secured Party
or the Borrower in connection with this Agreement or any related documents may
be venued in either the state or federal courts located in the State of Nevada,
County of Washoe; and (iv) agree that a final judgment in any such suit,
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.

     

    
      
        
           


        

        
          54

          
            

          

        

        
           


        

      

    

     

    13.           Termination.  This
Agreement and the Security Interest shall terminate when all the Indebtedness
then due and owing have been paid in full, at which time the Secured Party shall
execute and deliver to the Borrower, all Uniform Commercial Code termination
statements and similar documents which the Borrower shall reasonably request to
evidence such termination.

     

    [Remainder of Page Intentionally Left
Blank; Signature Pages Follow]

     

    


    
      
        
           


        

        
          55

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.

     

    
      	
              CRESTVIEW
      CAPITAL MASTER, LLC

              a
      Delaware limited liability company

               

              By:
      Crestview Capital Partners, LLC,

                     its
      sole manager

               

               

                         /s/
      Stewart
      Flink                         
      

              Name:                      Stewart
      Flink         


              Title:
                                      Manager       

               

              Address:

               

              95
      Revere Drive, Suite A

              Northbrook,
      IL 60062

               

               

            	
              GOLDEN
      PHOENIX MINERALS, INC.

              a
      Nevada corporation

               

               

               

               

              By:    /s/ David A.
      Caldwell              

              Name:
      David A.
      Caldwell                  

              Title:
      Chief Executive
      Officer            
      

               

              Address:

               

              1675
      E. Prater Way, Suite 102

              Sparks,
      NV 89434

               

            
	 
      	 
      


    

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    PERMITTED
LIENS

     

    
      	
               
      

            	
              -

            	
              Collateral
      described in UCC-1 Financing Statement on file with the Nevada Secretary
      of State in favor of Lender as it relates to that certain Security
      Agreement by and between the Company and Lender dated June 12,
      2007.

            


    

     

    


    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    LOCATION OF
COLLATERAL

     

    Golden
Phoenix Minerals, Inc.

     

    Principal
place of business:

     

    1675 E. Prater Way, Suite
102

    Sparks, NV 89434

    


     

    Mineral
Ridge Mine

     

    Esmeralda County, NV

    Section 36, T.1 S., R.38
E.

    Section 31, T.1 S., R.39
E.

    Section   1, T.2 S.,
R.38 E.

    Section   6, T.2 S.,
R.39 E.

    


     

    


     

    Silver
Peak Townsite

     

    Block B, Lot
4                                           Section
22, T.2 S., R.39 E.

    Block C, Lot
7                                           Section
22, T.2 S., R.39 E.

    


     

    Valcalda  Spring

     

    40
acres                      SE1/4
SE1/4, Section   8, T.2 S., R.38 E.

    80  acres                     N
1⁄2    NE 1⁄4,  Section 17, T.2 S., R.38
E.

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

     

    LEGAL
DESCRIPTION

     

    
      
        	
                Active
      Unpatented Claims - Mineral Ridge Mine

              	 
      	 
      	 
      	 
      
	
                2008
      Claim Filing

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Claim
      Name

              	
                Township

              	
                Range

              	
                Section

              	
                County
      Book

              	
                Page

              	
                Location

                Date

              	
                BLM
      Serial Number

              	 
      
	
                New
      Andrew V

              	
                2S

              	
                38
      E

              	
                1

              	
                94(182)

              	
                502(335)

              	
                9/2/1984

              	
                324341

              	 
      
	
                K-2

              	
                2S

              	
                38
      E

              	
                1,2

              	
                94(192)

              	
                504(337)

              	
                9/1/1984

              	
                324343

              	 
      
	
                Wedge
      5

              	
                2S

              	
                38
      E

              	
                1

              	
                111

              	
                330

              	
                2/4/1987

              	
                403137

              	 
      
	
                Wedge
      10

              	
                2S

              	
                38
      E

              	
                2

              	
                111

              	
                335

              	
                2/4/1987

              	
                403412

              	 
      
	
                Wedge
      11

              	
                2S

              	
                38
      E

              	
                2

              	
                111

              	
                338

              	
                2/4/1987

              	
                403143

              	 
      
	
                Mineral
      Ridge 1

              	
                2S

              	
                38
      E

              	
                1

              	
                113

              	
                407

              	
                7/1/1987

              	
                420478

              	 
      
	
                Mineral
      Ridge 2

              	
                2S

              	
                38
      E

              	
                1

              	
                113

              	
                408

              	
                7/1/1987

              	
                420479

              	 
      
	
                Mineral
      Ridge 3

              	
                2S

              	
                38
      E

              	
                1

              	
                113(182)

              	
                409(339)

              	
                7/1/1987

              	
                420480

              	 
      
	
                DNG
      1

              	
                1S

              	
                38
      E

              	
                36

              	
                175

              	
                87

              	
                12/17/1993

              	
                694678

              	 
      
	
                DNG
      2

              	
                1,2S

              	
                38
      E

              	
                36,1

              	
                175

              	
                88

              	
                12/17/1993

              	
                694679

              	 
      
	
                DNG
      3

              	
                1S

              	
                38
      E

              	
                35

              	
                175

              	
                89

              	
                12/17/1993

              	
                694680

              	 
      
	
                DNG
      4

              	
                1,2S

              	
                38
      E

              	
                35,36,1,2

              	
                175

              	
                90

              	
                12/17/1993

              	
                694681

              	 
      
	
                DNG
      9

              	
                2S

              	
                38
      E

              	
                1,2

              	
                175

              	
                93

              	
                12/17/1993

              	
                694685

              	 
      
	
                CDY
      1

              	
                2S

              	
                38
      E

              	
                8

              	
                175

              	
                96

              	
                12/17/1993

              	
                694689

              	 
      
	
                CDY
      2

              	
                2S

              	
                38
      E

              	
                5,6

              	
                175

              	
                97

              	
                12/17/1993

              	
                694690

              	 
      
	
                CDY
      3

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                98

              	
                12/17/1993

              	
                694691

              	 
      
	
                CDY
      4

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                99

              	
                12/17/1993

              	
                694692

              	 
      
	
                CDY
      6

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                101

              	
                12/17/1993

              	
                694694

              	 
      
	
                CDY
      8

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                103

              	
                12/17/1993

              	
                694696

              	 
      
	
                CDY
      10

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                105

              	
                12/17/1993

              	
                694698

              	 
      
	
                CDY
      11

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                106

              	
                12/17/1993

              	
                694699

              	 
      
	
                CDY
      12

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                107

              	
                12/17/1993

              	
                694700

              	 
      
	
                CDY
      13

              	
                2S

              	
                38
      E

              	
                6

              	
                175

              	
                108

              	
                12/17/1993

              	
                694701

              	 
      
	
                CDY
      14

              	
                2S

              	
                38
      E

              	
                6,7

              	
                175

              	
                109

              	
                12/17/1993

              	
                694702

              	 
      
	
                W.W.
      2

              	
                2S

              	
                38
      E

              	
                32

              	
                177

              	
                81

              	
                7/15/1994

              	
                703679

              	 
      
	
                MIK
      2

              	
                2S

              	
                38
      E

              	
                1

              	
                182

              	
                343

              	
                11/30/1995

              	
                725978

              	 
      
	
                TRE
      1

              	
                2S

              	
                38
      E

              	
                6

              	
                182

              	
                344

              	
                11/30/1995

              	
                725979

              	 
      
	
                TRE
      2

              	
                2S

              	
                38
      E

              	
                1,6

              	
                182

              	
                345

              	
                11/30/1995

              	
                725980

              	 
      
	
                TRE
      3

              	
                2S

              	
                38
      E

              	
                6

              	
                182

              	
                346

              	
                11/30/1995

              	
                725981

              	 
      
	
                Sue
      1

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                371

              	
                11/29/1995

              	
                725982

              	 
      
	
                Sue
      2

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                372

              	
                11/29/1995

              	
                725983

              	 
      
	
                Sue
      3

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                373

              	
                11/29/1995

              	
                725984

              	 
      
	
                Sue
      4

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                374

              	
                11/29/1995

              	
                725985

              	 
      
	
                Sue
      5

              	
                2S

              	
                38
      E

              	
                2

              	
                182

              	
                375

              	
                11/29/1995

              	
                725986

              	 
      
	
                Sue
      6

              	
                2S

              	
                38
      E

              	
                1,2

              	
                182

              	
                376

              	
                11/29/1995

              	
                725987

              	 
      
	
                Sue
      7

              	
                2S

              	
                38
      E

              	
                1,2

              	
                182

              	
                377

              	
                11/29/1995

              	
                725988

              	 
      
	
                Sue
      8

              	
                2S

              	
                38
      E

              	
                1

              	
                182

              	
                378

              	
                11/29/1995

              	
                725989

              	 
      
	
                NCY
      No. 1

              	
                2S

              	
                38E

              	
                11,12

              	
                182

              	
                350

              	
                11/28/1995

              	
                725989

              	 
      
	
                NCY
      No. 2

              	
                2S

              	
                38
      E

              	
                1,2,11,12

              	
                182

              	
                351

              	
                11/28/1995

              	
                725991

              	 
      
	
                NCY
      No. 3

              	
                2S

              	
                38E

              	
                12

              	
                182

              	
                352

              	
                11/28/1995

              	
                725992

              	 
      
	
                NCY
      No. 4

              	
                2S

              	
                38
      E

              	
                1,12

              	
                182

              	
                353

              	
                11/28/1995

              	
                725993

              	 
      
	
                NCY
      No. 5

              	
                2S

              	
                38
      E

              	
                12

              	
                182

              	
                354

              	
                11/28/1995

              	
                725994

              	 
      
	
                NCY
      No. 6

              	
                2S

              	
                38
      E

              	
                12

              	
                182

              	
                355

              	
                11/28/1995

              	
                725995

              	 
      
	
                NCY
      No. 7

              	
                2S

              	
                38
      E

              	
                1,12

              	
                182

              	
                356

              	
                11/28/1995

              	
                725996

              	 
      


         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          
            
              
                	
                        NCY
      No. 8

                      	
                        2S

                      	
                        38
      E

                      	
                        12

                      	
                        182

                      	
                        357

                      	
                        11/28/1995

                      	
                        725997

                      	 
      
	
                        NCY
      No. 9

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        182

                      	
                        358

                      	
                        11/28/1995

                      	
                        725998

                      	 
      
	
                        NCY
      No. 10

                      	
                        2S

                      	
                        38
      E

                      	
                        12

                      	
                        182

                      	
                        359

                      	
                        11/28/1995

                      	
                        725999

                      	 
      
	
                        NCY
      No. 11

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        182

                      	
                        360

                      	
                        11/28/1995

                      	
                        726000

                      	 
      
	
                        NCY
      No. 12

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        182

                      	
                        361

                      	
                        11/28/1995

                      	
                        726001

                      	 
      
	
                        MIK
      No. 1

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        182

                      	
                        349

                      	
                        11/29/1995

                      	
                        726013

                      	 
      
	
                        BEN
      #1

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        184

                      	
                        312-313

                      	
                        3/29/1996

                      	
                        735512

                      	 
      
	
                        BEN
      #2

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        184

                      	
                        314-315

                      	
                        3/29/1996

                      	
                        735513

                      	 
      
	
                        BEN
      #3

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        184

                      	
                        316-317

                      	
                        3/29/1996

                      	
                        735514

                      	 
      
	
                        BEN
      #4

                      	
                        2S

                      	
                        38
      E

                      	
                        1,2

                      	
                        194

                      	
                        318-319

                      	
                        3/29/1996

                      	
                        735515

                      	 
      
	
                        MR
      # 201

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        209

                      	
                        01/23/03

                      	
                        846511

                      	 
      
	
                        MR
      # 202

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        210

                      	
                        01/23/03

                      	
                        846512

                      	 
      
	
                        MR
      # 203

                      	
                        2S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        211

                      	
                        01/23/03

                      	
                        846513

                      	 
      
	
                        MR
      # 204

                      	
                        2
      S

                      	
                        39
      E

                      	
                        8

                      	
                        218

                      	
                        212

                      	
                        01/23/03

                      	
                        846514

                      	 
      
	
                        MR
      # 205

                      	
                        2
      S

                      	
                        39
      E

                      	
                        8

                      	
                        218

                      	
                        213

                      	
                        01/23/03

                      	
                        846515

                      	 
      
	
                        MR
      # 206

                      	
                        2
      S

                      	
                        39
      E

                      	
                        8

                      	
                        218

                      	
                        214

                      	
                        01/23/03

                      	
                        846516

                      	 
      
	
                        MR
      # 207

                      	
                        2
      S

                      	
                        39
      E

                      	
                        8

                      	
                        218

                      	
                        215

                      	
                        01/23/03

                      	
                        846517

                      	 
      
	
                        MR
      # 208

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      8

                      	
                        218

                      	
                        216

                      	
                        01/23/03

                      	
                        846518

                      	 
      
	
                        MR
      # 209

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      8

                      	
                        218

                      	
                        217

                      	
                        01/23/03

                      	
                        846519

                      	 
      
	
                        MR
      # 210

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        218

                      	
                        01/23/03

                      	
                        846520

                      	 
      
	
                        MR
      # 211

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        219

                      	
                        01/23/03

                      	
                        846521

                      	 
      
	
                        MR
      # 212

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7,
      8

                      	
                        218

                      	
                        220

                      	
                        01/23/03

                      	
                        846522

                      	 
      
	
                        MR
      # 213

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      6, 7, 8

                      	
                        218

                      	
                        221

                      	
                        01/23/03

                      	
                        846523

                      	 
      
	
                        MR
      # 214

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      8

                      	
                        218

                      	
                        222

                      	
                        01/23/03

                      	
                        846524

                      	 
      
	
                        MR
      # 215

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5

                      	
                        218

                      	
                        223

                      	
                        01/23/03

                      	
                        846525

                      	 
      
	
                        MR
      # 216

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5

                      	
                        218

                      	
                        224

                      	
                        01/23/03

                      	
                        846526

                      	 
      
	
                        MR
      # 217

                      	
                        2
      S

                      	
                        39
      E

                      	
                        7

                      	
                        218

                      	
                        225

                      	
                        01/31/03

                      	
                        846527

                      	 
      
	
                        MR
      # 218

                      	
                        2
      S

                      	
                        39
      E

                      	
                        6,
      7

                      	
                        218

                      	
                        226

                      	
                        01/31/03

                      	
                        846528

                      	 
      
	
                        MR
      # 219

                      	
                        2
      S

                      	
                        39
      E

                      	
                        6,
      7

                      	
                        218

                      	
                        227

                      	
                        01/31/03

                      	
                        846529

                      	 
      
	
                        MR
      # 220

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      6, 7

                      	
                        218

                      	
                        228

                      	
                        01/31/03

                      	
                        846530

                      	 
      
	
                        MR
      # 221

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      6

                      	
                        218

                      	
                        229

                      	
                        01/31/03

                      	
                        846531

                      	 
      
	
                        MR
      # 222

                      	
                        2
      S

                      	
                        39
      E

                      	
                        5,
      6

                      	
                        218

                      	
                        230

                      	
                        01/31/03

                      	
                        846532

                      	 
      
	
                        Vulcan
      # 55

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        57

                      	
                        03/18/04

                      	
                        865616

                      	 
      
	
                        Vulcan
      # 56

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        58

                      	
                        03/18/04

                      	
                        865617

                      	 
      
	
                        Vulcan
      # 58

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32,33

                      	
                        226

                      	
                        59

                      	
                        03/18/04

                      	
                        865618

                      	 
      
	
                        Vulcan
      # 59

                      	
                        1
      S

                      	
                        39
      E

                      	
                        33

                      	
                        226

                      	
                        60

                      	
                        03/18/04

                      	
                        865619

                      	 
      
	
                        Vulcan
      # 60

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        61

                      	
                        03/18/04

                      	
                        865620

                      	 
      
	
                        Vulcan
      # 61

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        62

                      	
                        03/18/04

                      	
                        865621

                      	 
      
	
                        Vulcan
      # 62

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        63

                      	
                        03/18/04

                      	
                        865622

                      	 
      
	
                        Vulcan
      # 63

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        64

                      	
                        03/18/04

                      	
                        865623

                      	 
      
	
                        Vulcan
      # 64

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32

                      	
                        226

                      	
                        65

                      	
                        03/18/04

                      	
                        865624

                      	 
      
	
                        Vulcan
      # 65

                      	
                        1
      S

                      	
                        39
      E

                      	
                        32,33

                      	
                        226

                      	
                        66

                      	
                        03/18/04

                      	
                        865625

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Active
      Unpatented Claims - Mineral Ridge MineMary Mining Company

                      	 
      
	
                        (subject
      to Mary Mining Company royalty)

                      	 
      	 
      	 
      	 
      	 
      
	
                        2008
      Claim Filing

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Mark
      1

                      	
                        1,2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        419

                      	
                        2/9/1973

                      	
                        89365

                      	 
      
	
                        Mark
      2

                      	
                        1,2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        420

                      	
                        2/9/1973

                      	
                        89366

                      	 
      
	
                        Mark
      3

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        9

                      	
                        421

                      	
                        2/9/1973

                      	
                        89367

                      	 
      
	
                        Mark
      4

                      	
                        1,2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        422

                      	
                        2/9/1973

                      	
                        89368

                      	 
      


                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                
                  
                     

                  

                  
                     

                    
                      

                    

                  

                  
                     

                  

                   

                

                	
                        Mark
      5

                      	
                        1,2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        423

                      	
                        2/9/1973

                      	
                        89369

                      	 
      
	
                        Mark
      6

                      	
                        1S

                      	
                        38
      E

                      	
                        36

                      	
                        9

                      	
                        424

                      	
                        2/9/1973

                      	
                        89370

                      	 
      
	
                        Mark
      7

                      	
                        2S

                      	
                        38
      E

                      	
                        36,1

                      	
                        9

                      	
                        425

                      	
                        2/9/1973

                      	
                        89371

                      	 
      
	
                        Mark
      8

                      	
                        1S

                      	
                        38
      E

                      	
                        36

                      	
                        9

                      	
                        426

                      	
                        2/9/1973

                      	
                        89372

                      	 
      
	
                        Mark
      9

                      	
                        1,2S

                      	
                        38,39
      E

                      	
                        1,6,30,31

                      	
                        9

                      	
                        427

                      	
                        2/9/1973

                      	
                        89373

                      	 
      
	
                        Mark
      10

                      	
                        1S

                      	
                        38
      E

                      	
                        36

                      	
                        9

                      	
                        428

                      	
                        2/9/1973

                      	
                        89374

                      	 
      
	
                        Mark
      11

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        429

                      	
                        2/9/1973

                      	
                        89375

                      	 
      
	
                        Mark
      12

                      	
                        1S

                      	
                        38
      E

                      	
                        36

                      	
                        9

                      	
                        430

                      	
                        2/9/1973

                      	
                        89376

                      	 
      
	
                        Mark
      13

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        431

                      	
                        2/9/1973

                      	
                        89377

                      	 
      
	
                        Mark
      14

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        432

                      	
                        2/9/1973

                      	
                        89378

                      	 
      
	
                        Mark
      15

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        433

                      	
                        2/9/1973

                      	
                        89379

                      	 
      
	
                        Mark
      16

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        434

                      	
                        2/9/1973

                      	
                        89380

                      	 
      
	
                        Mark
      17

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        435

                      	
                        2/9/1973

                      	
                        89381

                      	 
      
	
                        Mark
      18

                      	
                        1S

                      	
                        38,39
      E

                      	
                        36,31

                      	
                        9

                      	
                        436

                      	
                        2/9/1973

                      	
                        89382

                      	 
      
	
                        Mark
      19

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        437

                      	
                        2/9/1973

                      	
                        89383

                      	 
      
	
                        Mark
      21

                      	
                        2S

                      	
                        38,39
      E

                      	
                        1,6

                      	
                        9

                      	
                        439

                      	
                        2/12/1973

                      	
                        89385

                      	 
      
	
                        Mark
      22

                      	
                        1,2S

                      	
                        38,39
      E

                      	
                        31,1,6

                      	
                        9

                      	
                        440

                      	
                        2/12/1973

                      	
                        89386

                      	 
      
	
                        Mark
      23

                      	
                        1,2S

                      	
                        39
      E

                      	
                        31,6

                      	
                        9

                      	
                        441

                      	
                        2/12/1973

                      	
                        89387

                      	 
      
	
                        Mark
      24

                      	
                        1,2S

                      	
                        39
      E

                      	
                        31,6

                      	
                        9

                      	
                        442

                      	
                        2/12/1973

                      	
                        89388

                      	 
      
	
                        Mark
      25

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        443

                      	
                        2/12/1973

                      	
                        89389

                      	 
      
	
                        Mark
      26

                      	
                        1,2S

                      	
                        39
      E

                      	
                        31,6

                      	
                        9

                      	
                        444

                      	
                        2/12/1973

                      	
                        89390

                      	 
      
	
                        Mark
      27

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        445

                      	
                        2/12/1973

                      	
                        89391

                      	 
      
	
                        Mark
      28

                      	
                        1,2S

                      	
                        39
      E

                      	
                        31,6

                      	
                        9

                      	
                        446

                      	
                        2/12/1973

                      	
                        89392

                      	 
      
	
                        Mark
      29

                      	
                        1S

                      	
                        39
      E

                      	
                        31

                      	
                        9

                      	
                        447

                      	
                        2/12/1973

                      	
                        89393

                      	 
      
	
                        Mark
      30

                      	
                        1S

                      	
                        38
      E

                      	
                        31

                      	
                        9

                      	
                        448

                      	
                        2/12/1973

                      	
                        89394

                      	 
      
	
                        Mark
      31

                      	
                        1S

                      	
                        38
      E

                      	
                        31

                      	
                        9

                      	
                        449

                      	
                        2/12/1973

                      	
                        89395

                      	 
      
	
                        Mark
      32

                      	
                        1S

                      	
                        38
      E

                      	
                        31

                      	
                        9

                      	
                        450

                      	
                        2/12/1973

                      	
                        89396

                      	 
      
	
                        Mark
      33

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        9

                      	
                        451

                      	
                        2/13/1973

                      	
                        89397

                      	 
      
	
                        Mark
      34

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        9

                      	
                        452

                      	
                        2/13/1973

                      	
                        89398

                      	 
      
	
                        Mark
      35

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        9

                      	
                        453

                      	
                        2/13/1973

                      	
                        89399

                      	 
      
	
                        Mark
      36

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        9

                      	
                        454

                      	
                        2/13/1973

                      	
                        89400

                      	 
      
	
                        Mark
      37

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        9

                      	
                        455

                      	
                        2/13/1973

                      	
                        89401

                      	 
      
	
                        Mark
      38

                      	
                        2S

                      	
                        38
      E

                      	
                        1,12

                      	
                        9

                      	
                        456

                      	
                        2/13/1973

                      	
                        89402

                      	 
      
	
                        Mark
      39

                      	
                        2S

                      	
                        38,39
      E

                      	
                        1,6

                      	
                        9

                      	
                        457

                      	
                        2/13/1973

                      	
                        89403

                      	 
      
	
                        Mark
      40

                      	
                        2S

                      	
                        38,39
      E

                      	
                        1,6

                      	
                        9

                      	
                        458

                      	
                        2/13/1973

                      	
                        89404

                      	 
      
	
                        Mark
      200

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        175

                      	
                        85

                      	
                        1/23/1994

                      	
                        694688

                      	 
      
	
                        T.W.
      No. 1

                      	
                        2S

                      	
                        39
      E

                      	
                        6

                      	
                        7

                      	
                        453

                      	
                        7/14/1972

                      	
                        89406

                      	 
      
	
                        Bonanza
      #1

                      	
                        2S

                      	
                        39
      E

                      	
                        6

                      	
                        1-0

                      	
                        314

                      	
                        4/14/1960

                      	
                        89408

                      	 
      
	
                        Bonanza
      #11

                      	
                        2S

                      	
                        39
      E

                      	
                        6

                      	
                        1-0

                      	
                        315

                      	
                        4/14/1960

                      	
                        89409

                      	 
      
	
                        DAN
      1

                      	
                        2S

                      	
                        38
      E

                      	
                        1

                      	
                        175

                      	
                        95

                      	
                        12/16/1993

                      	
                        694687

                      	 
      
	
                        CDY
      5

                      	
                        2S

                      	
                        38
      E

                      	
                        6

                      	
                        175

                      	
                        100

                      	
                        12/17/1993

                      	
                        694693

                      	 
      
	
                        CDY
      7

                      	
                        2S

                      	
                        38
      E

                      	
                        6

                      	
                        175

                      	
                        102

                      	
                        12/17/1993

                      	
                        694695

                      	 
      
	
                        CDY
      9

                      	
                        2S

                      	
                        38
      E

                      	
                        6

                      	
                        175

                      	
                        104

                      	
                        12/17/1993

                      	
                        694697

                      	 
      
	
                        CDY
      15

                      	
                        2S

                      	
                        38
      E

                      	
                        6

                      	
                        175

                      	
                        110

                      	
                        12/17/1993

                      	
                        694703

                      	 
      


              

            

          

        

      

    

    


    


    


    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                Patented
      Mining Claims

              	 
      	 
      	 
      	 
      	 
      
	
                Located
      in Townships 1 and 2 South, Ranges 38 and 39 East, Esmeralda County,
      Nevada

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                Claim
      Name

              	
                Mineral
      Survey

              	
                Patent
      No.

              	
                Book

              	
                Page

              	 
      
	
                Mary

              	
                64

              	
                18078

              	
                3-B

              	
                207

              	 
      
	
                Elizabeth
      (aka "Home Steak", M.S. 63)

              	
                1927

              	
                35160

              	
                2

              	
                64

              	 
      
	
                Vanderbilt
      Millsite

              	
                37-B

              	
                3156

              	
                M

              	
                1

              	 
      
	
                Last
      Chance Lode

              	
                42

              	
                3311

              	
                M

              	
                32

              	 
      
	
                Western
      Soldier Lode

              	
                43

              	
                3312

              	
                M

              	
                37

              	 
      
	
                Glory
      Lode

              	
                44

              	
                3313

              	
                M

              	
                42

              	 
      
	
                Crowning
      Glory Load

              	
                45

              	
                3314

              	
                M

              	
                47

              	 
      
	
                Crowning
      Glory Lode 1st S, Ext.

              	
                46

              	
                3315

              	
                M

              	
                52

              	 
      
	
                Drink
      Water Lode

              	
                47

              	
                3318

              	
                M

              	
                58

              	 
      
	
                Valient

              	
                48

              	
                3160

              	
                M

              	
                22

              	 
      
	
                New
      York Lode

              	
                49

              	
                3319

              	
                M

              	
                65

              	 
      
	
                Chieftan
      Lode

              	
                50

              	
                3320

              	
                M

              	
                68

              	 
      
	
                Defiance

              	
                59

              	
                24006

              	
                V

              	
                560

              	 
      
	
                Sentinel

              	
                60

              	
                23857

              	
                W

              	
                86

              	 
      
	
                Golden
      Gate

              	
                61

              	
                23858

              	
                W

              	
                88

              	 
      
	
                Crown
      Lode

              	
                65-A

              	
                27739

              	
                W

              	
                436

              	 
      
	
                Crown
      Millsite

              	
                65-B

              	
                27739

              	
                W

              	
                436

              	 
      
	
                Blair

              	
                66

              	
                19164

              	
                V

              	
                407

              	 
      
	
                Antelope
      Mine

              	
                1736

              	
                28005

              	
                X

              	
                23

              	 
      
	
                Nevada

              	
                1738

              	
                28806

              	
                X

              	
                21

              	 
      
	
                Duplex

              	
                1739

              	
                29324

              	
                X

              	
                25

              	 
      
	
                Bangor

              	
                1740

              	
                29323

              	
                X

              	
                27

              	 
      
	
                Manser
      lode

              	
                1741

              	
                31286

              	
                X

              	
                34

              	 
      
	
                Brooklyn

              	
                1742

              	
                28807

              	
                X

              	
                19

              	 
      
	
                Mohawk

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Mohawk
      #1

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Mowhawk
      #2

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Savage

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Oro
      Fino

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Poor

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Sapphire

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Snow
      Drift

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Ophir

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Mary
      Extension

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Summit

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                April

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Canyon
      Crest

              	
                3068

              	
                216115

              	
                3-B

              	
                202

              	 
      
	
                Horned
      Toad

              	
                3507

              	
                197172

              	
                171

              	
                33

              	 
      
	
                Spider

              	
                3507

              	
                197172

              	
                171

              	
                33

              	 
      
	
                Scorpion

              	
                3507

              	
                197172

              	
                171

              	
                33

              	 
      
	
                Lizard

              	
                3507

              	
                197172

              	
                171

              	
                33

              	 
      
	
                Cactus

              	
                3507

              	
                197172

              	
                171

              	
                33

              	 
      
	
                Gnat

              	
                3507

              	
                197172

              	
                171

              	
                33

              	 
      
	
                Rattlesnake

              	
                3507

              	
                197172

              	
                171

              	
                33

              	 
      
	
                Pittsburg

              	
                3507

              	
                197172

              	
                171

              	
                33

              	 
      
	
                Columbus

              	
                2665

              	
                71074

              	 
      	 
      	 
      
	
                Frank
      No. 2

              	
                2665

              	
                71074

              	 
      	 
      	 
      
	
                Lincoln

              	
                2665

              	
                71074

              	 
      	 
      	 
      
	
                Washington

              	
                2665

              	
                71074

              	 
      	 
      	 
      
	
                Oregon

              	
                2665

              	
                71074

              	 
      	 
      	 
      
	
                Peorto

              	
                2665

              	
                71074

              	 
      	 
      	 
      
	
                Solberry

              	
                2665

              	
                71074

              	 
      	 
      	 
      
	
                Gillespy

              	
                2665

              	
                71074

              	 
      	 
      	 
      
	
                Soda

              	
                2689

              	
                71074

              	 
      	 
      	 
      


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              	
                      Patented
      Land

                    	 
      	 
      
	
                      Located
      in Townships 1 and 2 South, Ranges 38 and 39 East

                    	 
      
	
                      Esmeralda
      County, Nevada

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Description

                    	
                      Parcel
      Number

                    	 
      
	
                      Silver
      Peak  Block B, Lot 4

                    	
                      002-013-03

                    	 
      
	
                      Silver
      Peak  Block C, Lot 7

                    	
                      002-011-01

                    	 
      
	
                      SE
      1/4 SE1/4 Section 8, Township 2 South, Range 38 East

                    	
                      007-110-04

                    	
                      40
      acres

                    
	
                      N1/2  NW1/4  Section
      17, Township 2 South, Range 38 East

                    	
                      007-110-04

                    	
                      80
      acres

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      Water
      Rights

                    	 
      	 
      
	 
      	 
      	 
      
	
                      Permit
      Application

                    	
                      60034

                    	 
      
	
                      Permit
      Application

                    	
                      60035

                    	 
      
	
                      Permit
      Application

                    	
                      60036

                    	 
      


            

          

        

      

    

    


     

    


    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT D

    


    FORM OF
BRIDGE WARRANTS

     

     

    
 

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    THESE
SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OF RECOGNIZED
STANDING TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.

    


    
      	
              No.
      W-C2

            	
                    __________,
      2009

            


    

    


    GOLDEN
PHOENIX MINERALS, INC.

    


    WARRANT
TO PURCHASE 5,000,000 SHARES OF

    COMMON
STOCK, PAR VALUE $0.001 PER SHARE

    


    For VALUE RECEIVED, CRESTVIEW CAPITAL
MASTER, LLC (the “Warrantholder”), is entitled to purchase, subject to the
provisions of this Warrant, from Golden Phoenix Minerals, Inc., a Nevada
corporation (“Company”), at any time on or after ____________ 2009, and prior to
5:00 P.M., Pacific time, on _______, 2011 (the “Expiration Date”), at an
exercise price equal to $0.05 per share (the exercise price in effect being
herein called the “Warrant Price”), 5,000,000 shares (the “Warrant Shares”) of
the Company’s common stock, par value $0.001 per share (the “Common
Stock”).  The number of Warrant Shares purchasable upon exercise of
this Warrant and the Warrant Price shall be subject to adjustment from time to
time as described herein.

    


    Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in that certain
Bridge Loan and Debt Restructuring Agreement, dated January 30, 2009, among the
Company and the Warrantholder (the “Agreement”).

    


    Section
1.                      Registration.  The
Company shall maintain books for the transfer and registration of the Warrant
(the “Warrant Register”).  Upon the initial issuance of this Warrant,
the Company shall issue and register the Warrant in the name of the
Warrantholder.  The Company may deem and treat the registered
Warrantholder as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Warrantholder, and for all other purposes,
absent actual notice to the contrary.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    Section
2.                      Transfers.  As
provided herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act of 1933, as amended (the “Securities
Act”) and the applicable state securities laws or an exemption from such
registrations.  Subject to such restrictions, the Company shall
transfer this Warrant from time to time upon the books to be maintained by the
Company for that purpose, upon surrender thereof for transfer properly endorsed
or accompanied by appropriate instructions for transfer and such other documents
as may be reasonably required by the Company, including, if required by the
Company, an opinion of its counsel to the effect that such transfer is exempt
from the registration requirements of the Securities Act, to establish that such
transfer is being made in accordance with the terms hereof.  Upon such
surrender the Company shall execute and deliver a new Warrant or Warrants in the
name of the transferee or transferees and in the denomination or denominations
specified in such instructions, and shall issue to the transferor a new Warrant
evidencing the portion of this Warrant not so transferred, and this Warrant
shall promptly be cancelled.  A Warrant, if properly transferred, may
be exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued.

    


    Section
3.                      Exercise.

    


    (a)           Exercise of
Warrant.  Subject to the provisions hereof, the Warrantholder
may exercise this Warrant in whole or in part at any time prior to the
Expiration Date upon surrender of the Warrant, together with delivery of the
duly executed Warrant exercise form attached hereto as Appendix
A (the “Exercise Notice”) and payment by cash, certified check or wire
transfer of funds for the aggregate Warrant Price for that number of Warrant
Shares then being purchased, to the Company during normal business hours on any
Trading Day at the Company’s principal executive offices (or such other office
or agency of the Company as it may designate by notice to the
Warrantholder).  The Warrant Shares so purchased shall be deemed to be
issued to the Warrantholder or the Warrantholder’s designee, as the record owner
of such shares, as of the close of business on the date on which this Warrant
shall have been surrendered (or evidence of loss, theft or destruction thereof
and security or indemnity satisfactory to the Company), the Warrant Price shall
have been paid and the completed Exercise Notice shall have been
delivered.  Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Notice,
shall be delivered to the Warrantholder within a reasonable time, not exceeding
three (3) Trading Days (the “Warrant Share Delivery Date”), after this Warrant
shall have been so exercised.  The certificates so delivered shall be
in such denominations as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder or such other name as shall be
designated by the Warrantholder.  Each exercise hereof shall
constitute the re-affirmation by the Warrantholder that the representations and
warranties contained in Section 6 of the Agreement are true and correct in all
material respects with respect to the Warrantholder as of the time of such
exercise.

    


    If (1) a
certificate representing the Warrant Shares is not delivered to the
Warrantholder within three (3) Trading Days after this Warrant shall have been
so exercised by the Warrantholder and (2) prior to the time such certificate is
received by the Warrantholder, the Warrantholder, or any third party on behalf
of the Warrantholder or for the Warrantholder’s account, purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Warrantholder of shares represented by such
certificate (a “Buy-In”), then the Company shall pay in cash to the
Warrantholder (for costs incurred either directly by such Warrantholder or on
behalf of a third party) the amount by which the total purchase price paid for
Common Stock as a result of the Buy-In (including brokerage commissions, if any)
exceeds the proceeds received by such Warrantholder as a result of the sale to
which such Buy-In relates. The Warrantholder shall provide the Company written
notice indicating the amounts payable to the Warrantholder in respect of the
Buy-In.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    (b)           Warrantholder’s
Restrictions.  Notwithstanding any other provision herein, the
Warrantholder shall not have the right to exercise any portion of this Warrant
to the extent that after giving effect to such issuance after exercise as set
forth on the applicable Exercise Notice, such Warrantholder (together with such
Warrantholder’s affiliates, and any other person or entity acting as a group
together with such Warrantholder or any of such Warrantholder’s affiliates),
would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below).  For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by such Warrantholder and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of shares of Common Stock which would be issuable
upon (A) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by such Warrantholder or any of its affiliates and (B)
exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Common Stock
equivalents) subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by such Warrantholder or any of
its affiliates.  Except as set forth in the preceding sentence, for
purposes of this Section 3, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and the rules and regulations promulgated thereunder, it
being acknowledged by the Warrantholder that the Company is not representing to
such Warrantholder that such calculation is in compliance with Section 13(d) of
the Exchange Act and such Warrantholder is solely responsible for any schedules
required to be filed in accordance therewith.  To the extent that the
limitation contained in this Section 3 applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by such
Warrantholder together with any affiliates) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Warrantholder, and the
submission of an Exercise Notice shall be deemed to be the Warrantholder’s
determination of whether this Warrant is exercisable (in relation to other
securities owned by such Warrantholder together with any affiliates) and of
which portion of this Warrant is exercisable, in each case subject to the
Beneficial Ownership Limitation, and the Company shall have no obligation to
verify or confirm the accuracy of such determination or any liability under this
Section 3(b).  In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated
thereunder.  For purposes of this Section 3, in determining the number
of outstanding shares of Common Stock, a Warrantholder may rely on the number of
outstanding shares of Common Stock as reflected in (x) the Company’s most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or such similar
form, as the case may be, or (y) any other written notice by the Company or the
Company’s Transfer Agent setting forth the number of shares of Common Stock
outstanding.  In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by such Warrantholder or its
affiliates since the date as of which such number of outstanding shares of
Common Stock was reported.  The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock
issuable upon exercise of this Warrant.  The Beneficial Ownership
Limitation provisions of this Section 3 may be waived by such Warrantholder, at
the election of such Warrantholder, upon not less than ten (10) days’ prior
notice to the Company to change the Beneficial Ownership Limitation to 9.99% of
the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon exercise of this Warrant,
and the provisions of this Section 3 shall continue to apply.  Upon
such a change by a Warrantholder of the Beneficial Ownership Limitation from
such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership
Limitation may not be further waived by such Warrantholder.  The
provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 3 to correct
this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such
limitation.  The limitations contained in this paragraph shall apply
to a successor holder of this Warrant.

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    (c)           Delivery of New Warrants
Upon Exercise.  If this Warrant shall have been exercised in
part, the Company shall, at the request of a Warrantholder and upon surrender of
this Warrant certificate, at the time of delivery of the certificate or
certificates representing Warrant Shares, deliver to Warrantholder a new Warrant
evidencing the rights of the Warrantholder to purchase the unpurchased Warrant
Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.

    


    (d)           Rescission
Rights.  If the Company fails to cause its transfer agent to
transmit to the Warrantholder a certificate or certificates representing the
Warrant Shares pursuant to Section 3(a) by the third Trading Day following the
Warrant Share Delivery Date, then the Warrantholder will have the right to
rescind such exercise.

    


    (e)           Closing of
Books.  The Company will not close its shareholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

    


    Section
4.                      Compliance with the
Securities Act of 1933. Except as provided in the registration provisions
of the Agreement, the Company may cause the legend set forth on the first page
of this Warrant to be set forth on each Warrant or similar legend on any
security issued or issuable upon exercise of this Warrant, unless counsel for
the Company is of the opinion as to any such security that such legend is
unnecessary.

    


    Section
5.                      Payment of
Taxes.  The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificates
for Warrant Shares in a name other than that of the Warrantholder in respect of
which such shares are issued, and in such case, the Company shall not be
required to issue or deliver any certificate for Warrant Shares or any Warrant
until the person requesting the same has paid to the Company the amount of such
tax or has established to the Company’s reasonable satisfaction that such tax
has been paid.  The Warrantholder shall be responsible for income
taxes due under federal, state or other law, if any such tax is
due.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    Section
6.                      Mutilated or Missing
Warrants.  In case this Warrant shall be mutilated, lost,
stolen, or destroyed, the Company shall issue in exchange and substitution of
and upon cancellation of the mutilated Warrant, or in lieu of and substitution
for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for
the purchase of a like number of Warrant Shares, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction of the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if requested by the
Company.

    


    Section
7.                      Reservation of Common
Stock.  The Company hereby represents, warrants and covenants
that there have been reserved, and the Company shall at all applicable times
keep reserved until issued (if necessary) as contemplated by this Section 7, out
of the authorized and unissued shares of Common Stock, sufficient shares to
provide for the exercise of the rights of purchase represented by this
Warrant.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing share certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company agrees that all Warrant Shares issued
upon due exercise of the Warrant shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company free from all
taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with
such issue).

    


    Except and to the extent as waived or
consented to by the Warrantholder, the Company shall not by any action,
including, without limitation, amending its articles of incorporation or through
any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or appropriate to protect
the rights of Warrantholder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Share above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.

    


    Before taking any action which would
result in an adjustment in the number of Warrant Shares for which this Warrant
is exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction
thereof.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    Section
8.                      Adjustments.  Subject
and pursuant to the provisions of this Section 8, the Warrant Price and number
of Warrant Shares subject to this Warrant shall be subject to adjustment from
time to time as set forth hereinafter.

    


    (a)           If
the Company shall, at any time or from time to time while this Warrant is
outstanding, (A) pay a stock dividend or otherwise make a distribution on its
Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of
Common Stock into a greater number of shares or combine its outstanding shares
of Common Stock into a smaller number of shares, or (C) issue by
reclassification of its outstanding shares of Common Stock any shares of its
capital stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then the number of Warrant Shares purchasable upon exercise of the Warrant and
the Warrant Price in effect immediately prior to the date upon which such change
shall become effective, shall be adjusted by the Company so that the
Warrantholder thereafter exercising the Warrant shall be entitled to receive the
number of shares of Common Stock or other capital stock which the Warrantholder
would have received if the Warrant had been exercised immediately prior to such
event upon payment of a Warrant Price that has been adjusted to reflect a fair
allocation of the economics of such event to the Warrantholder.  Such
adjustments shall be made successively whenever any event listed above shall
occur.

    


    (b)           If
any capital reorganization, reclassification of the capital stock of the
Company, consolidation or merger of the Company with another corporation in
which the Company is not the survivor, or sale, transfer or other disposition of
all or substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange for
a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof.  The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger, or the corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the obligation to deliver
to the Warrantholder, at the last address of the Warrantholder appearing on the
books of the Company, such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Warrantholder may be entitled to
purchase, and the other obligations under this Warrant.  The
provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or
other dispositions.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    (c)           In
case the Company shall fix a payment date for the making of a distribution to
all holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness or assets (other than cash dividends
or cash distributions payable out of consolidated earnings or earned surplus or
dividends or distributions referred to in Section 8(a)), or subscription rights
or warrants, or shall issue shares of Common Stock at a price below the Market
Price (as defined below), the Warrant Price to be in effect after such payment
date shall be determined by multiplying the Warrant Price in effect immediately
prior to such payment date by a fraction, the numerator of which shall be the
total number of shares of Common Stock outstanding multiplied by the Market
Price (as defined below) per share of Common Stock immediately prior to such
payment date, less the fair market value (as determined by the Company’s Board
of Directors in good faith) of said assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants, or the consideration
paid for such shares, and the denominator of which shall be the total number of
shares of Common Stock outstanding multiplied by such Market Price per share of
Common Stock immediately prior to such payment date.  “Market Price”
as of a particular date (the “Valuation Date”) shall mean the following: (a) if
the Common Stock is then listed on a national stock exchange, the closing sale
price of one share of Common Stock on such exchange on the last trading day
prior to the Valuation Date; (b) if the Common Stock is then quoted on The
Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities
Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar exchange
or association, the closing sale price of one share of Common Stock on Nasdaq,
the Bulletin Board or such other exchange or association on the last trading day
prior to the Valuation Date or, if no such closing sale price is available, the
average of the high bid and the low asked price quoted thereon on the last
trading day prior to the Valuation Date; or (c) if the Common Stock is not then
listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or
such other exchange or association, the fair market value of one share of Common
Stock as of the Valuation Date, shall be determined in good faith by the Board
of Directors of the Company and the Warrantholder.  If the Common
Stock is not then listed on a national securities exchange, the Bulletin Board
or such other exchange or association, the Board of Directors of the Company
shall respond promptly, in writing, to an inquiry by the Warrantholder prior to
the exercise hereunder as to the fair market value of a share of Common Stock as
determined by the Board of Directors of the Company.  In the event
that the Board of Directors of the Company and the Warrantholder are unable to
agree upon the fair market value in respect of subpart (c) hereof, the Company
and the Warrantholder shall jointly select an appraiser, who is experienced in
such matters.  The decision of such appraiser shall be final and
conclusive, and the cost of such appraiser shall be borne equally by the Company
and the Warrantholder.  Such adjustment shall be made successively
whenever such a payment date is fixed.

    


    (d)           An
adjustment to the Warrant Price shall become effective immediately after the
payment date in the case of each dividend or distribution and immediately after
the effective date of each other event which requires an
adjustment.

    


    (e)           In
the event that, as a result of an adjustment made pursuant to this Section 8,
the Warrantholder shall become entitled to receive any shares of capital stock
of the Company other than shares of Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall be subject thereafter
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
this Warrant.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    (f)           No
adjustment of the Warrant Price shall be made in an amount of less than 1% of
the Warrant Price in effect at the time of adjustment is otherwise required to
be made, but any such lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment which,
together with the adjustments so carried forward, shall amount to not less than
1% of the Warrant Price.

    


    (g)           All
calculations under this Section 8 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 8,
the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding
treasury shares, if any) issued and outstanding.

    


    (h)           Whenever
an adjustment is made pursuant to any provision of this Section 8, the Company
shall promptly mail to the Warrantholder a notice setting forth a brief
statement of the facts requiring such adjustment.

    


    Section
9.                      Fractional
Interest.  The Company shall not be required to issue fractions
of Warrant Shares upon the exercise of this Warrant.  If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional
share of Common Stock on the date of exercise.

    


    Section
10.                    Extension of Expiration
Date.  If the Company fails to cause any Registration Statement
covering Registrable Securities to be declared effective prior to the applicable
dates set forth therein, or if a Blackout Period (whether alone, or in
combination with any other Blackout Period) continues for more than 60 days in
any 12-month period, or for more than a total of 90 days, then the Expiration
Date of this Warrant shall be extended one day for each day beyond the 60-day or
90-day limits, as the case may be, that the Blackout Period
continues.

    


    Section
11.                    Benefits.  Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.

    


    Section
12.                    Notices to
Warrantholder.  Upon the happening of any event requiring an
adjustment of the Warrant Price, the Company shall promptly give written notice
thereof to the Warrantholder at the address appearing in the records of the
Company, stating the adjusted Warrant Price and the adjusted number of Warrant
Shares resulting from such event and setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.  Failure to give such notice to the Warrantholder or any defect
therein shall not affect the legality or validity of the subject
adjustment.  In addition, the Company shall promptly give written
notice to the Warrantholder at the address appearing in the records of the
Company, of the occurrence of any of the events described in Section 8(a) and
Section 8(b) of this Warrant.

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    Section
13.                     Identity of Transfer
Agent.  The Transfer Agent for the Common Stock is The Nevada
Agency & Trust Company.  Upon the appointment of any subsequent
transfer agent for the Common Stock or other shares of the Company’s capital
stock issuable upon the exercise of the rights of purchase represented by the
Warrant, the Company will mail to the Warrantholder a statement setting forth
the name and address of such transfer agent.

    


    Section
14.                     Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon
such delivery, (ii) if given by telex or facsimile, then such notice shall be
deemed given upon receipt of confirmation of complete transmittal, (iii) if
given by mail, then such notice shall be deemed given upon the earlier of (A)
receipt of such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one Trading Day after delivery to such carrier.  All
notices shall be addressed as follows: if to the Warrantholder, at its address
as set forth in the Company’s books and records and, if to the Company, at the
address as follows, or at such other address as the Warrantholder or the Company
may designate by ten days’ advance written notice to the other:

    


    
      
        	 
      	
                If
      to the Company:

              
	 
      	 
      	
                Golden
      Phoenix Minerals, Inc.

              
	 
      	 
      	
                1675
      East Prater Way, Suite 102

              
	 
      	 
      	
                Sparks,
      NV  89434

              
	 
      	 
      	
                Attn:  David
      A. Caldwell, CEO

              
	 
      	 
      	
                Fax:  (775)
      853-5010

              
	 
      	 
      	 
      
	 
      	
                With
      a copy to:

              
	 
      	 
      	
                Bullivant
      Houser Bailey, PC

              
	 
      	 
      	
                1415
      L Street, Suite 1000

              
	 
      	 
      	
                Sacramento,
      CA  95814

              
	 
      	 
      	
                Attn:  Scott
      E. Bartel, Esq.

              
	 
      	 
      	
                Fax:  (916)
      930-2501

              


      

    

    


    Section
15.                     Registration
Rights.  The initial Warrantholder and any successor of all or
a portion of this Warrant, is entitled to the benefit of certain registration
rights with respect to the shares of Common Stock issuable upon the exercise of
this Warrant as provided in the registration provisions of the
Agreement.

    


    Section
16.                     Successors.  All
the covenants and provisions hereof by or for the benefit of the Warrantholder
shall bind and inure to the benefit of its respective successors and assigns
hereunder.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    Section
17.                     Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.  This Warrant shall be
governed by, and construed in accordance with, the internal laws of the State of
Nevada, without reference to the choice of law provisions
thereof.  The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of Nevada located in Washoe County and the United States
District Court for the District of Nevada for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Warrant and the
transactions contemplated hereby.  Service of process in connection
with any such suit, action or proceeding may be served on each party hereto
anywhere in the world by the same methods as are specified for the giving of
notices under this Warrant (other than by telex or facsimile which shall be
deemed improper service).  The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in such
court.  The Company and, by accepting this Warrant, the Warrantholder,
each irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. THE COMPANY AND, BY ITS ACCEPTANCE
HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN
ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

    


    Section
18.                     No Rights as
Stockholder.  Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the
Company by virtue of its ownership of this Warrant.

    


    Section
19.                     Cashless
Exercise.  Notwithstanding any other provision contained herein
to the contrary, from and after the date which is six (6) months from the
issuance date of this Warrant and so long as the Company is required under the
registration provisions of the Agreement to have effected the registration of
the Warrant Shares for sale to the public pursuant to a Registration Statement,
if the Warrant Shares may not be freely sold to the public for any reason
(including, but not limited to, the failure of the Company to have effected the
registration of the Warrant Shares or to have a current prospectus available for
delivery or otherwise, but excluding the period of any delay expressly allowed
according to the registration provisions of the Agreement), the Warrantholder
may elect to receive, without the payment by the Warrantholder of the aggregate
Warrant Price in respect of the shares of Common Stock to be acquired, shares of
Common Stock equal to the value of this Warrant or any portion hereof by the
surrender of this Warrant (or such portion of this Warrant being so exercised)
together with the Warrant Exercise Form annexed hereto as Appendix
A duly executed, at the office of the Company.  Thereupon, the
Company shall issue to the Warrantholder such number of fully paid, validly
issued and nonassessable shares of Common Stock as is computed using the
following formula:

    


    
      	
               X
      =  

            	
              Y (A -
      B)

            
	 
      	
                     A

            


    

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    Where:

    


    X
=           the number of
shares of Common Stock which the Warrantholder has then requested be issued to
the Warrantholder;

    


    Y
=           the total
number of shares of Common Stock covered by this Warrant which the Warrantholder
has surrendered at such time for cash-less exercise (including both shares to be
issued to the Warrantholder and shares to be canceled as payment
therefor);

    


    A
=           the “Market
Price” of one share of Common Stock as at the time the net issue election is
made; and

    


    B
=           the Warrant
Price in effect under this Warrant at the time the net issue election is
made.

    


    Section
20.                     Amendment;
Waiver.  Any term of this Warrant may be amended or waived
(including the adjustment provisions included in Section 8 of this Warrant) upon
the written consent of the Company and the Warrantholder.

    


    Section
21.                     Section
Headings.  The section headings in this Warrant are for the
convenience of the Company and the Warrantholder and in no way alter, modify,
amend, limit or restrict the provisions hereof.

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed, as of  _____________________,
2009.

    


    
      
        	 
      	
                GOLDEN
      PHOENIX MINERALS, INC.

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                David
      Caldwell

              	 
      
	 
      	 
      	
                Chief
      Executive Officer

              	 
      


      

    

    


    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    APPENDIX
A

    


    GOLDEN
PHOENIX MINERALS, INC.

    WARRANT
EXERCISE FORM

    


    To Golden
Phoenix Minerals, Inc.:

    


    The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the within Warrant
(“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price
and surrender of the Warrant, _______________ shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant
Shares be issued as follows:

     

    


    _______________________________

    Name

    _______________________________

    Address

    _______________________________

    


    _______________________________

    Federal Tax ID or Social Security
No.

    


    
      
        
          
            
              	 
      	
                      and
      delivered by

                    	
                      (certified
      mail to the above address), or

                    
	 
      	 
      	
                      (electronically
      (provide DWAC Instructions:_______________)), or

                    
	 
      	 
      	
                      (other(specify):_________________________________________).

                    


            

          

        

      

    

    


    and, if
the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.


     

    The
undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation
D under the United States
Securities Act of 1933, as amended.

     

    CHECK
HERE IF NET ISSUANCE UNDER SECTION 19 OF THE WARRANT. _________

    Dated:
___________________, _____

    


    
      	
              Note:  The
      signature must correspond with

            	 
      	
              Signature:__________________________

            
	
              the
      name of the Warrantholder as written

            	 
      	 
      
	
              on
      the first page of the Warrant in every

            	 
      	
              __________________________________

            
	
              particular,
      without alteration or enlargement

            	 
      	
              Name
      (please print)

            
	
              or
      any change whatever, unless the Warrant

            	 
      	 
      
	
              has
      been assigned.

            	 
      	
              __________________________________

            
	 
      	 
      	
              __________________________________

            
	 
      	 
      	
              Address

            
	 
      	 
      	
              __________________________________

            
	 
      	 
      	
              Federal
      Identification or

            
	 
      	 
      	
              Social
      Security No.

            
	 
      	 
      	 
      
	 
      	 
      	
              Assignee:

            
	 
      	 
      	
              __________________________________

            
	 
      	 
      	
              __________________________________

            
	 
      	 
      	
              __________________________________

            


    

    


    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    EXHIBIT E

    


    DEBT
RESTRUCTURING NOTE

     

    
 

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    Confidential

    


    DEBT RESTRUCTURING SECURED
PROMISSORY NOTE

    


    


    
      	
              $1,000,000

            	
              Made
      as of February 6, 2009

            
	 
      	 
      


    

    For value
received, Golden Phoenix Minerals, Inc., a Nevada corporation (“Maker”) HEREBY
PROMISES TO PAY to the order of Crestview Capital Master, LLC, a Delaware
limited liability company (“Holder”), the
principal sum of One Million Dollars ($1,000,000) (the “Principal Amount”)
together with simple interest on the unpaid Principal Amount at a rate equal to
the Wall Street Journal Prime Rate plus two percent (2.00%), computed on the
date hereof and then on the first day of each subsequent calendar quarter and
payable pursuant to the terms of this Note (the “Interest
Rate”).

     

    The
following is a statement of the rights of Holder and the conditions to which
this Note is subject, and to which Holder hereof, by the acceptance of this
Note, agrees:

     

    1.           SECURITY
AGREEMENT.  Maker’s
obligations under this Note are secured by a security interest in certain
Collateral granted by Maker to the original Holder of this Note pursuant to the
terms of a certain First Amended and Restated Security Agreement by and between
Maker and Holder, dated the date hereof (“Security Agreement”)
and attached hereto as Exhibit A, which
agreement is incorporated herein by reference, and by a certain Deed of Trust
and Mortgage by and between Maker and Holder (or by a pledge of securities in
lieu of said Mortgage as provided for in the Security Agreement) and attached
hereto as Exhibit
B, which Mortgage is incorporated by reference.  As used
herein, “Collateral” means any property of Maker now existing or hereafter
acquired which may at any time be or become subject to a security interest in
favor of Holder securing the payment and performance of Maker’s obligations
under this Note and as more specifically described in the Security
Agreement.

     

    2.           PAYMENT
TERMS.  The Principal Amount, together with any unpaid accrued
interest  thereon, shall be due and payable by Maker to Holder on the
earlier of (i) February 6, 2011 (the “Maturity Date,” which
is a date that is twenty-four (24) months from the date of the Subsequent
Closing as that term is defined in the Bridge Loan and Debt Restructuring
Agreement by and between Maker and Holder, dated the date hereof (the “Agreement”)) or
(ii) the date on which such amounts are made automatically due and payable
upon or after the occurrence of an Event of Default (as defined below), and
(iii) in such amounts and at such times as are set forth in Section 4, at the
principal offices of the Holder or by mail to the address of the registered
holder of this Note in lawful money of the United States, except to the extent
this Note (or a portion hereof) shall have been previously prepaid pursuant to
Section 4 hereof.

     

    3.           DEFAULT.  An “Event of
Default” will occur if any of the following happens and such default is not
cured, unless otherwise provided in this Section 3, within a five (5)
business-day period after Holder has given Maker written notice of such
default:

     

    (a)           Maker
fails to make any payment when due hereunder or under any other obligation for
the payment of money to Holder.

     

    (b)           Maker
completes the formation of a joint venture with a third party in relation to
Maker’s gold mining property known as “Mineral Ridge” or otherwise sells or
transfers Mineral Ridge and/or the mining rights with respect thereto to another
person or entity, and, in the case of a joint venture, Maker does not retain an
ownership interest in the joint venture, or other person or entity, as the case
may be, of at least ten percent (10%).

     

    


    
      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      

    

     

    
      Confidential

       

    

    (c)           Maker
breaches any material obligation to the Holder under this Note, the Security
Agreement, the Mortgage, the Agreement, the Bridge Loan Secured Promissory Note
or any Warrants or other documents issued in connection with or relating to the
transaction of which this Note is a part (together the “Transaction
Documents”) or Maker fails to perform promptly at the time and in the
manner provided in this Note.

     

    (d)           Maker’s
commencement of a case or other proceeding (i) relating to the Maker under
bankruptcy laws, as now or hereafter constituted, or any other applicable
bankruptcy, insolvency or other similar laws, (ii) seeking the assignment for
the benefit of creditors, or the Maker becomes a debtor or alleged debtor in a
case under the U.S. Bankruptcy Code or becomes the subject of any other
bankruptcy or similar proceeding for the general adjustment of its debts; (iii)
seeking the appointment of a receiver, liquidated, assignee, custodian, trustee,
sequestrator (or similar official) of the Maker for all or substantially all of
the Maker’s property, or (iv) seeking the winding-up or liquidation of the
Maker’s affairs.

     

    (e)           (i)
An order for relief with respect to Maker is entered under bankruptcy laws, as
now or hereafter constituted, or any other applicable bankruptcy, insolvency or
other similar law, or (ii) any other order, judgment or decree shall be entered
in any proceeding by any court of competent jurisdiction appointing, without the
consent of Maker, a receiver, trustee or liquidator of Maker, or for all or
substantially all of its property, or a sequestering of all or substantially all
of the property of Maker, and any such order, judgment or decree or appointment
or sequestration shall be final or shall remain in force undismissed, unstayed
or unvacated for a period of ninety (90) consecutive days after the date of
entry thereof.

     

    (f)           Any
representation or warranty by Maker under or in connection with any of the
Transaction Documents shall prove to have been incorrect in any material respect
when made or deemed made.

     

    (g)           Maker
shall fail to perform or observe any other term, covenant or agreement contained
herein and any such failure shall remain unremedied for a period of twenty (20)
days from the occurrence thereof (unless Holder reasonably determines that such
failure is not capable of remedy).

     

    (h)           Maker
shall have failed to file with the SEC, within the times provided in the
registration provisions of the Agreement, one or more registration statements,
amendments to registration statements or registration supplements, necessary to
register the shares of Common Stock under the Warrants to purchase 23,000,000
shares of the Company’s Common Stock and the Warrants to purchase up to
5,000,000 shares of the Company’s Common Stock as provided for in the Agreement
and the Bridge Loan Secured Promissory Note, respectively, or all such
registrations are not effective within the prescribed time periods set forth in
the Agreement.

     

    Upon the
occurrence of any Event of Default, all Principal Amounts (and accrued but
unpaid interest thereon) outstanding under this Note shall become immediately
due and payable in full without further notice or demand by the
Holder.  The Holder, at its option, shall have the right to demand
payment of less than all of the Principal Amounts (and accrued but unpaid
interest thereon) due and payable under this Note, and if the Holder demands
such lesser amount, the Maker shall execute and deliver to the Holder a new
Note, dated the date hereof, evidencing the right of the Holder to the balance
of the Note not demanded by the Holder upon the same terms and conditions set
forth herein.

    


    
      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      

    

    


    
      Confidential



    4.           PREPAYMENT.

    


    (a)           Maker
may at any time, without penalty, upon at least thirty (30) days’ advance
written notice to the Holder, prepay in whole or in part the unpaid balance of
this Note.  All payments will first be applied to the repayment of
accrued interest until all then outstanding accrued interest has been paid, and
then shall be applied to the repayment of principal.

     

    (b)           This
Note shall be subject to mandatory prepayment (i) within 10 days after a sale or
other disposition of Mineral Ridge to the extent of the net proceeds received by
the Maker (i.e., gross proceeds less out of pocket expenses incurred in
connection with the sale); and (ii) by the Maker of any distributions (in cash
or in kind) from Mineral Ridge joint venture, to the extent of 50% of the amount
distributed.

     

    5.           OTHER
PROVISIONS RELATING TO INTEREST AND CHARGES. Notwithstanding any other
provision contained in this Note, or in any agreement, document or instrument
related to the transaction of which this Note is a part: (a) the Interest Rate,
charges and the payments provided for herein and therein shall in no event
exceed the rates and charges and the payments which would result in interest
being charged at a rate exceeding the maximum allowed by law; and (b) if, for
any reason whatsoever, the holder hereof ever receives as interest (or as a
charge in the nature of interest) in connection with the transaction of which
this Note is a part an amount which would result in interest being charged at a
rate exceeding the maximum allowed by law, such amount or portion thereof as
would otherwise be excessive Interest shall automatically be applied toward
reduction of the unpaid principal balance then outstanding
hereunder.  Any such amount shall not be applied toward payment of
interest (or toward payment of a charge in the nature of interest).

    


    6.           NO
AMENDMENT OR WAIVER EXCEPT IN WRITING.  This Note may be
amended or modified only by a writing duly executed by Maker and Holder, which
expressly refers to this Note and the intent of the parties so to amend this
Note.  No provision of this Note will be deemed waived by Holder,
unless waived in a writing executed by Holder, which expressly refers to this
Note, and no such waiver shall be implied from any act or conduct of Holder, or
any omission by Holder to take action with respect to any provision of this Note
or the Security Agreement.  No such express written waiver shall
affect any other provision of this Note, or cover any default or time period or
event, other than the matter as to which an express written waiver has been
given.

     

    7.           NO
BENEFIT.  Nothing expressed in, or to be implied from, this
Note is intended to give, or shall be construed to give, any person or entity,
other than the parties hereto and their permitted successors and assigns
hereunder, any benefit or legal or equitable right, remedy or claim under or by
virtue of this Note or under or by virtue of any provision herein.

     

    8.           ATTORNEYS’
FEES.  In the event any party is required to engage the
services of any attorneys for the purpose of enforcing this Note, or any
provision thereof, the prevailing party shall be entitled to recover its
reasonable expenses and costs in enforcing this Note, including attorneys’
fees.

     

    9.           TRANSFER.  Neither
this Note nor any rights hereunder may be assigned, conveyed or transferred, in
whole or in part, without Maker’s prior written consent, which Maker may
withhold in its sole discretion; provided, however, that this
Note may be assigned, conveyed or transferred, in whole or in part, without the
prior written consent of Maker to any person that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with Holder.  The rights and obligations of Maker and
Holder under this Note shall be binding upon and benefit their respective
permitted successors, assigns, heirs, administrators and
transferees.

    


    
      
        
           


        

        
          -6-

          
            

          

        

        
           


        

      

    

    


    
      Confidential

    

     

    10.           GOVERNING
LAW; VENUE.  This Note shall be governed by and construed under
the internal laws of the State of Nevada as applied to agreements among Nevada
residents or Nevada entities entered into and to be performed entirely within
Nevada, without reference to principles of conflict of laws or choice of
laws. By accepting this Note,
Holder hereby agrees that any suit, action, or proceeding arising out of or
relating to the Note, any amendments or any replacements hereof, and any
transactions or agreements relating hereto will be brought in the courts of, or
the Federal courts in, the State of Nevada, County of Washoe, and the Holder
hereby irrevocably consents and submits to the jurisdiction of such courts for
the purposes of any such suit, action or proceeding, and the Holder agrees that
service of process on the Holder in such suit, action or proceeding may be made
in the same way as is prescribed by this Note for other notices.  The
Holder hereby waives, and agrees not to assert against the Maker or any assignee
thereof, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, (a) any claim that he or she is not personally subject to the
jurisdiction of the above-named courts or that his or her property is exempt or
immune from setoff, execution or attachment, either prior to judgment or in
execution thereof, and (b) to the extent permitted by applicable law, any claim
that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of suit, action or proceeding is improper or that the Note, or any
amendments or any replacements hereof may not be enforced in or by such
courts.  Venue for such actions as set forth above is intended to be
inclusive.

     

    11.           HEADINGS.  The
headings and captions used in this Note are used only for convenience and are
not to be considered in construing or interpreting this Note.  All
references in this Note to sections and exhibits shall, unless otherwise
provided, refer to sections hereof and exhibits attached hereto, all of which
exhibits are incorporated herein by this reference.

     

    12.           NOTICES.  Unless
otherwise provided, any notice required or permitted under this Note shall be
given in writing and shall be deemed effectively given (i) at the time of
personal delivery, if delivery is in person; (ii) one (1) business day
after deposit with an express overnight courier for United States deliveries, or
two (2) business days after such deposit for deliveries outside of the United
States, with proof of delivery from the courier requested; or (iii) three
(3) business days after deposit in the United States mail by certified mail
(return receipt requested) for United States deliveries when addressed to the
party to be notified at the address indicated for such party on the signature
page to this Note, or at such other address as any party or Maker may designate
by giving ten (10) days’ advance written notice to all other
parties.

     

    13.           SEVERABILITY.  If
one or more provisions of this Note are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Note and the
balance of the Note shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.

     

    14.           MISCELLANEOUS.

     

    (a)           The
meaning of defined terms shall be equally applicable to both the singular and
plural forms of the terms defined.

     

    (b)           References
to agreements and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto.

     

    (c)           References
to statutes or regulations are to be construed as including all statutory and
regulatory provisions consolidating, amending or replacing the statute or
regulation referred to.

     

    (d)           Any
captions and headings are for convenience of reference only and shall not affect
the construction of this Note.

    


    
      
        
           


        

        
          -7-

          
            

          

        

        
           


        

      

    

    


    
      Confidential



    [SIGNATURE
PAGE IMMEDIATELY FOLLOWS]

     

     

    


    
      
        
           


        

        
          -8-

          
            

          

        

        
           


        

      

    

     

    IN WITNESS WHEREOF, the Maker
has caused this SECURED PROMISSORY NOTE to be signed in its name as of the date
first above written.

     

    


     

    MAKER

     

    GOLDEN
PHOENIX MINERALS, INC.

    

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  By:

                                                	 	
                                                  /s/ David A. Caldwell

                                                	 
      
	
                                                  Name:

                                                	 	
                                                  David A. Caldwell

                                                	 
      
	
                                                  Title:

                                                	 	
                                                  CEO

                                                	 
      
	
                                                  Address:

                                                	 	      
                                                  1675 E. Prater Way, Suite
      102

                                                	 
      
	 
      	 	
                                                  Sparks, NV 89434

                                                	 
      
	 
      	 	 
      	 
      
	
                                                  HOLDER

                                                   

                                                	 	 
      	 
      
	
                                                  CRESTVIEW
      CAPITAL MASTER, LLC

                                                   

                                                
	      
                                                  By: 

                                                	      
                                                  Crestview Capital Partners, LLC, its sole
      manager

                                                	 
	
                                                  By:

                                                	 	
                                                  /s/  Stewart
Flink

                                                	 
      
	
                                                  Name:

                                                	 	
                                                  Stewart Flink

                                                	 
      
	
                                                  Title:

                                                	 	
                                                  Manager

                                                	 
      
	
                                                  Address:

                                                	 	      
                                                  95 Revere Drive, Suite
    A

                                                	 
      
	 
      	 	
                                                  Northbrook, IL 60062

                                                	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

                                                                     

    

    


    


    
      
        
           


        

        
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    Confidential

    


    EXHIBIT
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    SECURITY
AGREEMENT

    


    


    


    


    


    
      
        
           


        

        
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    Confidential

    


    EXHIBIT
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    MORTGAGE

    


    


    


    


    
      
        
           


        

        
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    Confidential

    


    EXHIBIT F

    


    FORM OF DEBT
RESTRUCTURING WARRANTS

     

     

    
 

    
      
        
           


        

        
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    THESE
SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL OF RECOGNIZED
STANDING TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.

    


    
      	
              No.
      W-C1

            	
              February
      6, 2009

            


    

    


    GOLDEN
PHOENIX MINERALS, INC.

    


    WARRANT
TO PURCHASE 23,000,000 SHARES OF

    COMMON
STOCK, PAR VALUE $0.001 PER SHARE

    


    For VALUE RECEIVED, CRESTVIEW CAPITAL
MASTER, LLC (the “Warrantholder”), is entitled to purchase, subject to the
provisions of this Warrant, from Golden Phoenix Minerals, Inc., a Nevada
corporation (“Company”), at any time on or after February 6, 2009, and prior to
5:00 P.M., Pacific time, on February 6, 2011 (the “Expiration Date”), at an
exercise price equal to $0.03 per share (the exercise price in effect being
herein called the “Warrant Price”), 23,000,000 shares (the “Warrant Shares”) of
the Company’s common stock, par value $0.001 per share (the “Common
Stock”).  The number of Warrant Shares purchasable upon exercise of
this Warrant and the Warrant Price shall be subject to adjustment from time to
time as described herein.

    


    Capitalized terms used and not
otherwise defined herein shall have the meanings set forth in that certain
Bridge Loan and Debt Restructuring Agreement, dated January 30, 2009, among the
Company and the Warrantholder (the “Agreement”).

    


    Section
1.                      Registration.  The
Company shall maintain books for the transfer and registration of the Warrant
(the “Warrant Register”).  Upon the initial issuance of this Warrant,
the Company shall issue and register the Warrant in the name of the
Warrantholder.  The Company may deem and treat the registered
Warrantholder as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Warrantholder, and for all other purposes,
absent actual notice to the contrary.

    


    Section
2.                      Transfers.  As
provided herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act of 1933, as amended (the “Securities
Act”) and the applicable state securities laws or an exemption from such
registrations.  Subject to such restrictions, the Company shall
transfer this Warrant from time to time upon the books to be maintained by the
Company for that purpose, upon surrender thereof for transfer properly endorsed
or accompanied by appropriate instructions for transfer and such other documents
as may be reasonably required by the Company, including, if required by the
Company, an opinion of its counsel to the effect that such transfer is exempt
from the registration requirements of the Securities Act, to establish that such
transfer is being made in accordance with the terms hereof.  Upon such
surrender the Company shall execute and deliver a new Warrant or Warrants in the
name of the transferee or transferees and in the denomination or denominations
specified in such instructions, and shall issue to the transferor a new Warrant
evidencing the portion of this Warrant not so transferred, and this Warrant
shall promptly be cancelled.  A Warrant, if properly transferred, may
be exercised by a new holder for the purchase of Warrant Shares without having a
new Warrant issued.

    


    
      
        
           


        

        
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    Section
3.                      Exercise.

    


    (f)           Exercise of
Warrant.  Subject to the provisions hereof, the Warrantholder
may exercise this Warrant in whole or in part at any time prior to the
Expiration Date upon surrender of the Warrant, together with delivery of the
duly executed Warrant exercise form attached hereto as Appendix
A (the “Exercise Notice”) and payment by cash, certified check or wire
transfer of funds for the aggregate Warrant Price for that number of Warrant
Shares then being purchased, to the Company during normal business hours on any
Trading Day at the Company’s principal executive offices (or such other office
or agency of the Company as it may designate by notice to the
Warrantholder).  The Warrant Shares so purchased shall be deemed to be
issued to the Warrantholder or the Warrantholder’s designee, as the record owner
of such shares, as of the close of business on the date on which this Warrant
shall have been surrendered (or evidence of loss, theft or destruction thereof
and security or indemnity satisfactory to the Company), the Warrant Price shall
have been paid and the completed Exercise Notice shall have been
delivered.  Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Notice,
shall be delivered to the Warrantholder within a reasonable time, not exceeding
three (3) Trading Days (the “Warrant Share Delivery Date”), after this Warrant
shall have been so exercised.  The certificates so delivered shall be
in such denominations as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder or such other name as shall be
designated by the Warrantholder.  Each exercise hereof shall
constitute the re-affirmation by the Warrantholder that the representations and
warranties contained in Section 6 of the Agreement are true and correct in all
material respects with respect to the Warrantholder as of the time of such
exercise.

    


    If (1) a
certificate representing the Warrant Shares is not delivered to the
Warrantholder within three (3) Trading Days after this Warrant shall have been
so exercised by the Warrantholder and (2) prior to the time such certificate is
received by the Warrantholder, the Warrantholder, or any third party on behalf
of the Warrantholder or for the Warrantholder’s account, purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Warrantholder of shares represented by such
certificate (a “Buy-In”), then the Company shall pay in cash to the
Warrantholder (for costs incurred either directly by such Warrantholder or on
behalf of a third party) the amount by which the total purchase price paid for
Common Stock as a result of the Buy-In (including brokerage commissions, if any)
exceeds the proceeds received by such Warrantholder as a result of the sale to
which such Buy-In relates. The Warrantholder shall provide the Company written
notice indicating the amounts payable to the Warrantholder in respect of the
Buy-In.

    


    
      
        
           


        

        
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    (g)           Warrantholder’s
Restrictions.  Notwithstanding any other provision herein, the
Warrantholder shall not have the right to exercise any portion of this Warrant
to the extent that after giving effect to such issuance after exercise as set
forth on the applicable Exercise Notice, such Warrantholder (together with such
Warrantholder’s affiliates, and any other person or entity acting as a group
together with such Warrantholder or any of such Warrantholder’s affiliates),
would beneficially own in excess of the Beneficial Ownership Limitation (as
defined below).  For purposes of the foregoing sentence, the number of
shares of Common Stock beneficially owned by such Warrantholder and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of shares of Common Stock which would be issuable
upon (A) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by such Warrantholder or any of its affiliates and (B)
exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Common Stock
equivalents) subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by such Warrantholder or any of
its affiliates.  Except as set forth in the preceding sentence, for
purposes of this Section 3, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and the rules and regulations promulgated thereunder, it
being acknowledged by the Warrantholder that the Company is not representing to
such Warrantholder that such calculation is in compliance with Section 13(d) of
the Exchange Act and such Warrantholder is solely responsible for any schedules
required to be filed in accordance therewith.  To the extent that the
limitation contained in this Section 3 applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by such
Warrantholder together with any affiliates) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Warrantholder, and the
submission of an Exercise Notice shall be deemed to be the Warrantholder’s
determination of whether this Warrant is exercisable (in relation to other
securities owned by such Warrantholder together with any affiliates) and of
which portion of this Warrant is exercisable, in each case subject to the
Beneficial Ownership Limitation, and the Company shall have no obligation to
verify or confirm the accuracy of such determination or any liability under this
Section 3(b).  In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated
thereunder.  For purposes of this Section 3, in determining the number
of outstanding shares of Common Stock, a Warrantholder may rely on the number of
outstanding shares of Common Stock as reflected in (x) the Company’s most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or such similar
form, as the case may be, or (y) any other written notice by the Company or the
Company’s Transfer Agent setting forth the number of shares of Common Stock
outstanding.  In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by such Warrantholder or its
affiliates since the date as of which such number of outstanding shares of
Common Stock was reported.  The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock
issuable upon exercise of this Warrant.  The Beneficial Ownership
Limitation provisions of this Section 3 may be waived by such Warrantholder, at
the election of such Warrantholder, upon not less than ten (10) days’ prior
notice to the Company to change the Beneficial Ownership Limitation to 9.99% of
the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock upon exercise of this Warrant,
and the provisions of this Section 3 shall continue to apply.  Upon
such a change by a Warrantholder of the Beneficial Ownership Limitation from
such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership
Limitation may not be further waived by such Warrantholder.  The
provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 3 to correct
this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such
limitation.  The limitations contained in this paragraph shall apply
to a successor holder of this Warrant.

    


    
      
        
           


        

        
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    (h)           Delivery of New Warrants
Upon Exercise.  If this Warrant shall have been exercised in
part, the Company shall, at the request of a Warrantholder and upon surrender of
this Warrant certificate, at the time of delivery of the certificate or
certificates representing Warrant Shares, deliver to Warrantholder a new Warrant
evidencing the rights of the Warrantholder to purchase the unpurchased Warrant
Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.

    


    (i)           Rescission
Rights.  If the Company fails to cause its transfer agent to
transmit to the Warrantholder a certificate or certificates representing the
Warrant Shares pursuant to Section 3(a) by the third Trading Day following the
Warrant Share Delivery Date, then the Warrantholder will have the right to
rescind such exercise.

    


    (j)           Closing of
Books.  The Company will not close its shareholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

    


    Section
4.                      Compliance with the
Securities Act of 1933. Except as provided in the registration provisions
of the Agreement, the Company may cause the legend set forth on the first page
of this Warrant to be set forth on each Warrant or similar legend on any
security issued or issuable upon exercise of this Warrant, unless counsel for
the Company is of the opinion as to any such security that such legend is
unnecessary.

    


    Section
5.                      Payment of
Taxes.  The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificates
for Warrant Shares in a name other than that of the Warrantholder in respect of
which such shares are issued, and in such case, the Company shall not be
required to issue or deliver any certificate for Warrant Shares or any Warrant
until the person requesting the same has paid to the Company the amount of such
tax or has established to the Company’s reasonable satisfaction that such tax
has been paid.  The Warrantholder shall be responsible for income
taxes due under federal, state or other law, if any such tax is
due.

    


    
      
        
           


        

        
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    Section
6.                      Mutilated or Missing
Warrants.  In case this Warrant shall be mutilated, lost,
stolen, or destroyed, the Company shall issue in exchange and substitution of
and upon cancellation of the mutilated Warrant, or in lieu of and substitution
for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for
the purchase of a like number of Warrant Shares, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction of the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if requested by the
Company.

    


    Section
7.                      Reservation of Common
Stock.  The Company hereby represents, warrants and covenants
that there have been reserved, and the Company shall at all applicable times
keep reserved until issued (if necessary) as contemplated by this Section 7, out
of the authorized and unissued shares of Common Stock, sufficient shares to
provide for the exercise of the rights of purchase represented by this
Warrant.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing share certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company agrees that all Warrant Shares issued
upon due exercise of the Warrant shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company free from all
taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with
such issue).

    


    Except and to the extent as waived or
consented to by the Warrantholder, the Company shall not by any action,
including, without limitation, amending its articles of incorporation or through
any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or appropriate to protect
the rights of Warrantholder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Share above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this
Warrant.

    


    Before taking any action which would
result in an adjustment in the number of Warrant Shares for which this Warrant
is exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction
thereof.

    


    
      
        
           


        

        
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    Section
8.                      Adjustments.  Subject
and pursuant to the provisions of this Section 8, the Warrant Price and number
of Warrant Shares subject to this Warrant shall be subject to adjustment from
time to time as set forth hereinafter.

    


    (i)           If
the Company shall, at any time or from time to time while this Warrant is
outstanding, (A) pay a stock dividend or otherwise make a distribution on its
Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of
Common Stock into a greater number of shares or combine its outstanding shares
of Common Stock into a smaller number of shares, or (C) issue by
reclassification of its outstanding shares of Common Stock any shares of its
capital stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then the number of Warrant Shares purchasable upon exercise of the Warrant and
the Warrant Price in effect immediately prior to the date upon which such change
shall become effective, shall be adjusted by the Company so that the
Warrantholder thereafter exercising the Warrant shall be entitled to receive the
number of shares of Common Stock or other capital stock which the Warrantholder
would have received if the Warrant had been exercised immediately prior to such
event upon payment of a Warrant Price that has been adjusted to reflect a fair
allocation of the economics of such event to the Warrantholder.  Such
adjustments shall be made successively whenever any event listed above shall
occur.

    


    (j)           If
any capital reorganization, reclassification of the capital stock of the
Company, consolidation or merger of the Company with another corporation in
which the Company is not the survivor, or sale, transfer or other disposition of
all or substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and upon the terms and conditions
herein specified and in lieu of the Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange for
a number of Warrant Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof.  The Company shall
not effect any such consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger, or the corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the obligation to deliver
to the Warrantholder, at the last address of the Warrantholder appearing on the
books of the Company, such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Warrantholder may be entitled to
purchase, and the other obligations under this Warrant.  The
provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or
other dispositions.

    


    
      
        
           


        

        
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    (k)           In
case the Company shall fix a payment date for the making of a distribution to
all holders of Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness or assets (other than cash dividends
or cash distributions payable out of consolidated earnings or earned surplus or
dividends or distributions referred to in Section 8(a)), or subscription rights
or warrants, or shall issue shares of Common Stock at a price below the Market
Price (as defined below), the Warrant Price to be in effect after such payment
date shall be determined by multiplying the Warrant Price in effect immediately
prior to such payment date by a fraction, the numerator of which shall be the
total number of shares of Common Stock outstanding multiplied by the Market
Price (as defined below) per share of Common Stock immediately prior to such
payment date, less the fair market value (as determined by the Company’s Board
of Directors in good faith) of said assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants, or the consideration
paid for such shares, and the denominator of which shall be the total number of
shares of Common Stock outstanding multiplied by such Market Price per share of
Common Stock immediately prior to such payment date.  “Market Price”
as of a particular date (the “Valuation Date”) shall mean the following: (a) if
the Common Stock is then listed on a national stock exchange, the closing sale
price of one share of Common Stock on such exchange on the last trading day
prior to the Valuation Date; (b) if the Common Stock is then quoted on The
Nasdaq Stock Market, Inc. (“Nasdaq”), the National Association of Securities
Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or such similar exchange
or association, the closing sale price of one share of Common Stock on Nasdaq,
the Bulletin Board or such other exchange or association on the last trading day
prior to the Valuation Date or, if no such closing sale price is available, the
average of the high bid and the low asked price quoted thereon on the last
trading day prior to the Valuation Date; or (c) if the Common Stock is not then
listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or
such other exchange or association, the fair market value of one share of Common
Stock as of the Valuation Date, shall be determined in good faith by the Board
of Directors of the Company and the Warrantholder.  If the Common
Stock is not then listed on a national securities exchange, the Bulletin Board
or such other exchange or association, the Board of Directors of the Company
shall respond promptly, in writing, to an inquiry by the Warrantholder prior to
the exercise hereunder as to the fair market value of a share of Common Stock as
determined by the Board of Directors of the Company.  In the event
that the Board of Directors of the Company and the Warrantholder are unable to
agree upon the fair market value in respect of subpart (c) hereof, the Company
and the Warrantholder shall jointly select an appraiser, who is experienced in
such matters.  The decision of such appraiser shall be final and
conclusive, and the cost of such appraiser shall be borne equally by the Company
and the Warrantholder.  Such adjustment shall be made successively
whenever such a payment date is fixed.

    


    (l)           An
adjustment to the Warrant Price shall become effective immediately after the
payment date in the case of each dividend or distribution and immediately after
the effective date of each other event which requires an
adjustment.

    


    (m)           In
the event that, as a result of an adjustment made pursuant to this Section 8,
the Warrantholder shall become entitled to receive any shares of capital stock
of the Company other than shares of Common Stock, the number of such other
shares so receivable upon exercise of this Warrant shall be subject thereafter
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
this Warrant.

    


    
      
        
           


        

        
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    (n)           No
adjustment of the Warrant Price shall be made in an amount of less than 1% of
the Warrant Price in effect at the time of adjustment is otherwise required to
be made, but any such lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment which,
together with the adjustments so carried forward, shall amount to not less than
1% of the Warrant Price.

    


    (o)           All
calculations under this Section 8 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 8,
the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding
treasury shares, if any) issued and outstanding.

    


    (p)           Whenever
an adjustment is made pursuant to any provision of this Section 8, the Company
shall promptly mail to the Warrantholder a notice setting forth a brief
statement of the facts requiring such adjustment.

    


    Section
9.                      Fractional
Interest.  The Company shall not be required to issue fractions
of Warrant Shares upon the exercise of this Warrant.  If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional
share of Common Stock on the date of exercise.

    


    Section
10.                    Extension of Expiration
Date.  If the Company fails to cause any Registration Statement
covering Registrable Securities to be declared effective prior to the applicable
dates set forth therein, or if a Blackout Period (whether alone, or in
combination with any other Blackout Period) continues for more than 60 days in
any 12-month period, or for more than a total of 90 days, then the Expiration
Date of this Warrant shall be extended one day for each day beyond the 60-day or
90-day limits, as the case may be, that the Blackout Period
continues.

    


    Section
11.                    Benefits.  Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.

    


    Section
12.                    Notices to
Warrantholder.  Upon the happening of any event requiring an
adjustment of the Warrant Price, the Company shall promptly give written notice
thereof to the Warrantholder at the address appearing in the records of the
Company, stating the adjusted Warrant Price and the adjusted number of Warrant
Shares resulting from such event and setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.  Failure to give such notice to the Warrantholder or any defect
therein shall not affect the legality or validity of the subject
adjustment.  In addition, the Company shall promptly give written
notice to the Warrantholder at the address appearing in the records of the
Company, of the occurrence of any of the events described in Section 8(a) and
Section 8(b) of this Warrant.

    


    
      
        
           


        

        
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    Section
13.                     Identity of Transfer
Agent.  The Transfer Agent for the Common Stock is The Nevada
Agency & Trust Company.  Upon the appointment of any subsequent
transfer agent for the Common Stock or other shares of the Company’s capital
stock issuable upon the exercise of the rights of purchase represented by the
Warrant, the Company will mail to the Warrantholder a statement setting forth
the name and address of such transfer agent.

    


    Section
14.                     Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant shall be
given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon
such delivery, (ii) if given by telex or facsimile, then such notice shall be
deemed given upon receipt of confirmation of complete transmittal, (iii) if
given by mail, then such notice shall be deemed given upon the earlier of (A)
receipt of such notice by the recipient or (B) three days after such notice is
deposited in first class mail, postage prepaid, and (iv) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one Trading Day after delivery to such carrier.  All
notices shall be addressed as follows: if to the Warrantholder, at its address
as set forth in the Company’s books and records and, if to the Company, at the
address as follows, or at such other address as the Warrantholder or the Company
may designate by ten days’ advance written notice to the other:

    


    
      
        
          	 
      	
                  If
      to the Company:

                
	 
      	 
      	
                  Golden
      Phoenix Minerals, Inc.

                
	 
      	 
      	
                  1675
      East Prater Way, Suite 102

                
	 
      	 
      	
                  Sparks,
      NV  89434

                
	 
      	 
      	
                  Attn:  David
      A. Caldwell, CEO

                
	 
      	 
      	
                  Fax:  (775)
      853-5010

                
	 
      	 
      	 
      
	 
      	
                  With
      a copy to:

                
	 
      	 
      	
                  Bullivant
      Houser Bailey, PC

                
	 
      	 
      	
                  1415
      L Street, Suite 1000

                
	 
      	 
      	
                  Sacramento,
      CA  95814

                
	 
      	 
      	
                  Attn:  Scott
      E. Bartel, Esq.

                
	 
      	 
      	
                  Fax:  (916)
      930-2501

                


        

      

    

    


    Section
15.                                Registration
Rights.  The initial Warrantholder and any successor of all or
a portion of this Warrant is entitled to the benefit of certain registration
rights with respect to the shares of Common Stock issuable upon the exercise of
this Warrant as provided in the registration provisions of the
Agreement.

    


    Section
16.                                Successors.  All
the covenants and provisions hereof by or for the benefit of the Warrantholder
shall bind and inure to the benefit of its respective successors and assigns
hereunder.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    Section
17.                                Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.  This Warrant shall be
governed by, and construed in accordance with, the internal laws of the State of
Nevada, without reference to the choice of law provisions
thereof.  The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably submits to the exclusive jurisdiction of the
courts of the State of Nevada located in Washoe County and the United States
District Court for the District of Nevada for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Warrant and the
transactions contemplated hereby.  Service of process in connection
with any such suit, action or proceeding may be served on each party hereto
anywhere in the world by the same methods as are specified for the giving of
notices under this Warrant (other than by telex or facsimile which shall be
deemed improper service).  The Company and, by accepting this Warrant,
the Warrantholder, each irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in such
court.  The Company and, by accepting this Warrant, the Warrantholder,
each irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. THE COMPANY AND, BY ITS ACCEPTANCE
HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN
ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

    


    Section
18.                                No Rights as
Stockholder.  Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the
Company by virtue of its ownership of this Warrant.

    


    Section
19.                                Cashless
Exercise.  Notwithstanding any other provision contained herein
to the contrary, from and after the date which is six (6) months from the
issuance date of this Warrant and so long as the Company is required under the
registration provisions of the Agreement to have effected the registration of
the Warrant Shares for sale to the public pursuant to a Registration Statement,
if the Warrant Shares may not be freely sold to the public for any reason
(including, but not limited to, the failure of the Company to have effected the
registration of the Warrant Shares or to have a current prospectus available for
delivery or otherwise, but excluding the period of any delay expressly allowed
according to the registration provisions of the Agreement), the Warrantholder
may elect to receive, without the payment by the Warrantholder of the aggregate
Warrant Price in respect of the shares of Common Stock to be acquired, shares of
Common Stock equal to the value of this Warrant or any portion hereof by the
surrender of this Warrant (or such portion of this Warrant being so exercised)
together with the Warrant Exercise Form annexed hereto as Appendix
A duly executed, at the office of the Company.  Thereupon, the
Company shall issue to the Warrantholder such number of fully paid, validly
issued and nonassessable shares of Common Stock as is computed using the
following formula:

    


    
      	
              X
      =  

            	
              Y (A -
      B)

            
	 
      	
                     A

            


    

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    Where:

    


    X
=           the number of
shares of Common Stock which the Warrantholder has then requested be issued to
the Warrantholder;

    


    Y
=           the total
number of shares of Common Stock covered by this Warrant which the Warrantholder
has surrendered at such time for cash-less exercise (including both shares to be
issued to the Warrantholder and shares to be canceled as payment
therefor);

    


    A
=           the “Market
Price” of one share of Common Stock as at the time the net issue election is
made; and

    


    B
=           the Warrant
Price in effect under this Warrant at the time the net issue election is
made.

    


    Section
20.                                Amendment;
Waiver.  Any term of this Warrant may be amended or waived
(including the adjustment provisions included in Section 8 of this Warrant) upon
the written consent of the Company and the Warrantholder.

    


    Section
21.                                Section
Headings.  The section headings in this Warrant are for the
convenience of the Company and the Warrantholder and in no way alter, modify,
amend, limit or restrict the provisions hereof.

    


    IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed, as of the 6th day of
February, 2009.

    


    
      
        
          
            	 
      	
                    GOLDEN
      PHOENIX MINERALS, INC.

                  	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                    By:

                  	
                      /s/
      David Caldwell

                  	 
	 
      	 
      	
                    David
      Caldwell

                  	 
	 
      	 
      	
                    Chief
      Executive Officer

                  	 


          

        

      

    

    


    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    APPENDIX
A

    


    GOLDEN
PHOENIX MINERALS, INC.

    WARRANT
EXERCISE FORM

    


    To Golden
Phoenix Minerals, Inc.:

    


    The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the within Warrant
(“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price
and surrender of the Warrant, _______________ shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant
Shares be issued as follows:

     

    


    _______________________________

    Name

    _______________________________

    Address

    _______________________________

    


    _______________________________

    Federal Tax ID or Social Security
No.

    


    
      
        	 
      	
                and
      delivered by

              	
                (certified
      mail to the above address), or

              
	 
      	 
      	
                 (electronically
      (provide DWAC Instructions:_______________)), or

              
	 
      	 
      	
                (other(specify):_________________________________________).

              


      

    

    


    and, if
the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
Shares purchasable upon exercise of this Warrant be registered in the name of
the undersigned Warrantholder or the undersigned’s Assignee as below indicated
and delivered to the address stated below.

     

    The
undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation
D under the United States
Securities Act of 1933, as amended.

     

    CHECK
HERE IF NET ISSUANCE UNDER SECTION 19 OF THE WARRANT. _________

     

    Dated:
___________________, _____

    


    
      	
              Note:  The
      signature must correspond with

            	 
      	
              Signature:__________________________

            
	
              the
      name of the Warrantholder as written

            	 
      	 
      
	
              on
      the first page of the Warrant in every

            	 
      	
              __________________________________

            
	
              particular,
      without alteration or enlargement

            	 
      	
              Name
      (please print)

            
	
              or
      any change whatever, unless the Warrant

            	 
      	 
      
	
              has
      been assigned.

            	 
      	
              __________________________________

            
	 
      	 
      	
              __________________________________

            
	 
      	 
      	
              Address

            
	 
      	 
      	
              __________________________________

            
	 
      	 
      	
              Federal
      Identification or

            
	 
      	 
      	
              Social
      Security No.

            
	 
      	 
      	 
      
	 
      	 
      	
              Assignee:

            
	 
      	 
      	
              __________________________________

            
	 
      	 
      	
              __________________________________

            
	 
      	 
      	
              __________________________________

            


    

    


    


    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    EXHIBIT G

    


    WIRE
INSTRUCTIONS

    


    
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
1

    


    Plan of Distribution

    


    The selling stockholders, which as used
herein includes donees, pledgees, transferees or other successors-in-interest
selling shares of common stock or interests in shares of common stock received
after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell,
transfer or otherwise dispose of any or all of their shares of common stock or
interests in shares of common stock on any stock exchange, market or trading
facility on which the shares are traded or in private
transactions.  These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to the
prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.

    


    The selling stockholders may use any
one or more of the following methods when disposing of shares or interests
therein:

    


    - ordinary brokerage transactions and
transactions in which the broker-dealer solicits purchasers;

    


    - block trades in which the
broker-dealer will attempt to sell the shares as agent, but may position and
resell a portion of the block as principal to facilitate the
transaction;

    


    - purchases by a broker-dealer as
principal and resale by the broker-dealer for its account;

    


    - an exchange distribution in
accordance with the rules of the applicable exchange;

    


    - privately negotiated
transactions;

    


    - short sales effected after the date
the registration statement of which this Prospectus is a part is declared
effective by the SEC;

    


    - through the writing or settlement of
options or other hedging transactions, whether through an options exchange or
otherwise;

    


    - broker-dealers may agree with the
selling stockholders to sell a specified number of such shares at a stipulated
price per share; and

    


    - a combination of any such methods of
sale.

    


    The selling stockholders may, from time
to time, pledge or grant a security interest in some or all of the shares of
common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the
shares of common stock, from time to time, under this prospectus, or under an
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders
under this prospectus.  The selling stockholders also may transfer the
shares of common stock in other circumstances, in which case the transferees,
pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    Broker-dealers
engaged by the selling stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or
discounts from the selling stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be negotiated,
but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in
compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

    


    In connection with the sale of our
common stock or interests therein, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions, which
may in turn engage in short sales of the common stock in the course of hedging
the positions they assume.  The selling stockholders may also sell
shares of our common stock short and deliver these securities to close out their
short positions, or loan or pledge the common stock to broker-dealers that in
turn may sell these securities.  The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).

    


    The aggregate proceeds to the selling
stockholders from the sale of the common stock offered by them will be the
purchase price of the common stock less discounts or commissions, if
any.  Each of the selling stockholders reserves the right to accept
and, together with their agents from time to time, to reject, in whole or in
part, any proposed purchase of common stock to be made directly or through
agents.  We will not receive any of the proceeds from this offering.
Upon any exercise of the warrants by payment of cash, however, we will receive
the exercise price of the warrants.

    


    The selling stockholders also may
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act of 1933, provided that they meet the
criteria and conform to the requirements of that rule.

    


    The selling stockholders and any
underwriters, broker-dealers or agents that participate in the sale of the
common stock or interests therein may be "underwriters" within the meaning of
Section 2(11) of the Securities Act.  Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting
discounts and commissions under the Securities Act.  Selling
stockholders who are "underwriters" within the meaning of Section 2(11) of the
Securities Act will be subject to the prospectus delivery requirements of the
Securities Act.

    


    To the extent required, the shares of
our common stock to be sold, the names of the selling stockholders, the
respective purchase prices and public offering prices, the names of any agents,
dealer or underwriter, any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement or,
if appropriate, a post-effective amendment to the registration statement that
includes this prospectus.

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    In order to comply with the securities
laws of some states, if applicable, the common stock may be sold in these
jurisdictions only through registered or licensed brokers or
dealers.  In addition, in some states the common stock may not be sold
unless it has been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied
with.

    


    We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the Exchange
Act may apply to sales of shares in the market and to the activities of the
selling stockholders and their affiliates.  In addition, we will make
copies of this prospectus (as it may be supplemented or amended from time to
time) available to the selling stockholders for the purpose of satisfying the
prospectus delivery requirements of the Securities Act.  The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act.

    


    We have agreed to indemnify the selling
stockholders against liabilities, including liabilities under the Securities Act
and state securities laws, relating to the registration of the shares offered by
this prospectus.

    


    We have agreed with the selling
stockholders to keep the registration statement of which this prospectus
constitutes a part effective until the earlier of (1) such time as all of the
shares covered by this prospectus have been disposed of pursuant to and in
accordance with the registration statement or (2) the date on which the shares
may be sold pursuant to Rule 144 of the Securities Act.

    


     

    

      3