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                                                                    EXHIBIT 10.2

                                   ASSIGNMENT
                                       OF
                              BOREALIS MINING LEASE

          This Assignment ("Assignment") of the Borealis Mining Lease dated
January 24, 1997, including all claims, accruements and improvements thereon and
all rights, privileges and interests appurtenant thereto, a Memorandum of which
is recorded as Entry 115828 in Book 169 at page 489 in the official records of
Mineral County, Nevada ("Mining Lease"), is made and entered into as of the 10th
day of January, 2005 (the "Effective Date"), by and between GOLDEN PHOENIX
MINERAL COMPANY, a Minnesota corporation ("Golden Phoenix"), and BOREALIS MINING
COMPANY, a Nevada corporation ("Borealis Mining").

                                    RECITALS

          Golden Phoenix and Borealis Mining own interests in the Mining Lease;
and

          Golden Phoenix agrees to sell and assign all of its rights, privileges
and interest in the Mining Lease to Borealis Mining.

                                    AGREEMENT

          NOW, THEREFORE, for and in consideration of the covenants and
agreements hereinafter set forth, the parties agree as follows:

1. Assignment. Golden Phoenix hereby assigns, transfers and conveys to Borealis
Mining all of its rights, privileges and interest in the Mining Lease, and
Borealis Mining accepts such Mining Lease.

2. Assumption. Borealis Mining hereby affirms, assumes, and agrees to keep and
perform all of the covenants and obligations of the original lessee of the
Mining Lease.

3. Authority. Each party represents, warrants and covenants to the other that it
has the right to enter into and make this Assignment, and the person executing
this Assignment on its behalf has full power and authority to do so.

4. Binding Effect. This Assignment shall inure to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns.

5. Choice of Law. This Assignment shall be construed in accordance with the laws
of the State of Nevada.

6. Counterparts. This Assignment may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
instrument. Electronic signatures or signatures executed and transmitted via
facsimile shall be as effective as original signatures.


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          IN WITNESS WHEREOF, this Consent is executed and delivered as of the
Effective Date.

                                        GOLDEN PHOENIX MINERALS, INC.,
                                        a Minnesota corporation


                                        By: /s/ Michael Fitzsimonds
                                            ------------------------------------
                                        Its: President
                                             -----------------------------------

STATE OF NEVADA   )
                  ) ss.
County of Washoe  )

          SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me, the undersigned
Notary Public, by Michael Fitzsimonds, the President of Golden Phoenix Minerals,
Inc., a Minnesota corporation, this 10th day of January, 2005.

                                        /s/ Shirene J. Urton
                                        ----------------------------------------
                                        Notary Public

My Commission Expires:
1 June 2006
-------------------------------------


                                        BOREALIS MINING COMPANY,
                                        a Nevada corporation


                                        By: /s/ Allen S. Gordon
                                            ------------------------------------
                                            Allen S. Gordon, Its President

STATE OF NEVADA  )
                 ) ss.
County of Washoe )

          SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me, the undersigned
Notary Public, by ALLEN S. GORDON, the President of Borealis Mining Company, a
Nevada corporation, this 10th day of January, 2005.

                                        /s/ Shirene J. Urton
                                        ----------------------------------------
                                        Notary Public

My Commission Expires:
1 June 2006
-------------------------------------


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