gpxm10q20100331ex10-2.htm


    
      

      

    

    
      Exhibit 10.2

    

    Golden
Phoenix Minerals, Inc.

    1675 East
Prater Way, Suite 102

    Reno, NV
89434

    


    


    January
13, 2010

    


    


    Crestview
Capital Master, LLC

    95 Revere
Drive, Suite A

    Northbrook,
IL 60062

    
 

    
      
        	 
      	
                Re:

              	
                Amended
      and Restated Bridge Loan Secured Promissory Note (the “Amended Bridge
      Note”) dated as of February 6, 2009, entered into on October 29,
      2009

              


      

        

      To whom
it may concern:

    

    


    This
letter sets forth our agreement with respect to the modification of certain
terms related to the Amended Bridge Note and certain other matters related to
the Bridge Note and Debt Restructuring Agreement (“Agreement”) entered into by
the parties dated as of January 30, 2009 and each of the “Transaction Documents”
as defined therein (all capitalized terms not defined herein shall have the
meaning ascribed to them in the Transaction Documents).  In
consideration of the mutual agreements set forth herein and other good and
valuable consideration, we agree as follows:

    


    
      	
               
      

            	
              1.

            	
              The
      parties agree that in the event Golden Phoenix Minerals, Inc. (“Golden
      Phoenix”) has not closed a joint venture transaction related to the
      mineral property known as Mineral Ridge on or before the Maturity Date of
      the Amended Bridge Note, or within any one week period thereafter, due to
      circumstances beyond its reasonable control, Crestview Capital Master, LLC
      (“Crestview”) will, subject to the terms hereof, agree to extend the
      Maturity Date for successive one (1) week periods for an extension fee of
      Ten Thousand Dollars ($10,000) per each one (1) week period, prorated for
      any portion thereof (“Extension Fee”) up to and through April 6, 2010
      (“Outside Maturity Date”). Each request for a weekly extension shall be
      delivered to Crestview by email at least two (2) business days prior to
      the start of such extension and shall set forth in reasonable detail the
      circumstances preventing the closing of the transaction and Golden
      Phoenix’s anticipated timing and means of repaying the Amended Bridge
      Note, as further amended, on or prior to April 6, 2010.  The
      parties agree that a Second Amended and Restated Bridge Loan Second
      Promissory Note will be executed to further evidence said
      change.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      parties agree that any such Extension Fees shall be aggregated and added
      to the Principal Amount and hence be subject to the same terms and
      conditions of the Amended Bridge Note, as further amended, and that as
      amended the Amended Bridge Note shall remain subject to the Agreement and
      all of the Transaction Documents, including this
  letter.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              3.

            	
              It
      is understood and agreed that the remaining Transaction Documents,
      including, but not limited to, the Agreement, the Amended and Restated
      Debt Restructuring Secured Promissory Note, the Bridge Warrant, the
      Amended and Restated Debt Restructuring Warrant and the Amended Security
      Agreement and Mortgage, remain in full force and effect, as provided for
      therein, without further amendment.

            


    

    
    

    
      	
               
      

            	
              4.

            	
              Attached
      hereto is a form of the Second Amended and Restated Bridge
      Note.  Crestview will return the original Amended Bridge Note
      upon receipt of the foregoing duly executed by Golden
    Phoenix.

            


    

    


    
      	
               
      

            	
              5.

            	
              Each
      party represents to the other that this letter agreement and the
      instruments to be executed by each pursuant hereto have been duly
      authorized by all requisite corporate action and is or will be binding and
      enforceable in accordance with its
terms.

            


    

    


    


    Kindly
confirm your agreement to the foregoing by signing a copy hereof at the place
provided below and return that copy to the undersigned.
 

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              Golden
      Phoenix Minerals, Inc.

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              By: /s/ Robert P.
      Martin                  
      

            
	 
      	
                   Name:  Robert
      P. Martin

            
	 
      	
                   Title:    President

            


    

    


    ACCEPTED
AND AGREED:

    


    By:  Crestview
Capital Partners, L.P.

    (sole manager)

    


    


    By: /s/ Daniel I.
Warsh             


    Name: 
Daniel I. Warsh

    Title:   
Manager

     

     

    
 

    
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