gpxm10q20090630ex10-3.htm


    
      

      

    

    


    PURCHASE
AND SALE OF LLC MEMBERSHIP INTEREST AGREEMENT

    


    


    THIS PURCHASE AND SALE OF LLC
MEMBERSHIP INTEREST AGREEMENT (the “Agreement”), dated as of May 11, 2009, is entered into by
and between Golden Phoenix Minerals, Inc., a Nevada corporation (the “Seller”),
and Win-Eldrich Gold, Inc., a Nevada corporation (“the
Purchaser”).  The Seller and the Purchaser are hereinafter
collectively referred to as the “Parties.”

    


    RECITALS

    


    WHEREAS, pursuant to that
certain Operating Agreement by and between the Parties, dated September 28, 2006
(the “Operating Agreement”) the Seller is the holder of a membership interest
and the Purchaser is the holder of a membership interest, the respective
ownership interest amounts being in dispute, in Ashdown Project LLC, a Nevada
limited liability company (the “LLC”).  Originally, Seller owned a 60%
Ownership Interest (defined in the LLC’s Operating Agreement) and Purchaser
owned a 40% Ownership Interest.  The Seller and Purchaser collectively
own 100% of the Ownership Interests in the LLC.  Terms not defined
herein shall have the meaning assigned them in the LLC’s Operating
Agreement.

    


    WHEREAS, the Seller desires to
sell, or cause to be sold, Seller’s entire Ownership Interest in the LLC, and to
assign and transfer certain contractual obligations, equipment, permits and
other material documents contributed and/or leased to the
LLC.  Purchaser desires to purchase the Seller’s entire Ownership
Interest (collectively, the “Membership Interest”), and to accept, or cause the
LLC to accept, as applicable, such assignment upon the terms and subject to the
conditions hereinafter set forth.

    


    WHEREAS, the Parties
previously entered into a Binding Memorandum of Understanding and two related
Binding Side Letter Agreements, each dated February 25, 2009 (collectively, the
“MOU”), pursuant to which the Parties agreed upon the material terms of the
purchase of the Membership Interest.  The parties dispute whether the
MOU has expired.

    


    WHEREAS, the Parties hereto
desire to enter into an agreement which includes matters set forth in the MOU,
whose documentation includes, but is not limited to, this Agreement and the
related Note, Security Agreement and Deed of Trust, and certain releases related
to claims among them each as defined herein (collectively, the “Transaction
Documents”), which Transaction Documents shall supersede the MOU as well as any
other arrangements, understandings or agreements, whether written or oral,
between the Parties prior to the date hereof.

    


    WHEREAS, in connection with
the duties and obligations herein, including the sale of the Seller’s Membership
Interest, the Purchaser shall pay Seller the aggregate purchase price of Five
Million Three Hundred Thousand Dollars ($5,300,000) and cause the LLC to grant
the Seller a security interest in the assets of the LLC, and all of Purchaser’s
Ownership Interest in the LLC, as set forth herein.

    


    WHEREAS, certain assets of the
LLC are already encumbered by certain security agreements and/or leases, which
are identified on Schedule 1.1(b)(i) attached hereto (“Preexisting
Liens”).  Seller’s security interest will be subordinate to such
Preexisting Liens.

    


    WHEREAS, the parties intend to
transfer all of Seller’s Ownership Interest under Section 3.2.3 of the Operating
Agreement.

    


    NOW, THEREFORE, in
consideration of the mutual promises, covenants and terms contained in this
Agreement, the parties hereby agree as follows:

    


    


    
      
        	 
      	
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    1.           PURCHASE
OF SELLER’S MEMBERSHIP INTEREST IN THE LLC

    


    1.1           Terms of the
Purchase.

    


    (a)           Purchase Price. Upon
the Closing (as hereinafter defined), in consideration for the sale and transfer
of One Hundred Percent (100%) of Seller’s Membership Interest in the LLC to
Purchaser, and Seller’s release of claims against the LLC and Purchaser pursuant
to the Release (defined below), the Purchaser shall issue to Seller a Secured
Promissory Note, dated the date of Closing, in substantially the form attached
hereto as Exhibit A (the
“Note”), whereby the Purchaser promises to pay Seller Five Million Three Hundred
Thousand Dollars ($5,300,000) (the “Purchase Price”), pursuant to the terms and
conditions herein and as set forth in the Note.

    


    (b)           Grant of Security
Interest.  The Purchaser shall (or shall cause the LLC to, as
applicable) grant Seller a security interest in certain Collateral (as that term
is defined in the Security Agreement) being (except to the extent excluded) all
assets of the LLC, and Purchaser’s Ownership Interest in the LLC, which Collateral shall be
Seller’s sole recourse in an Event of Default (as defined in the Note),
or upon any default or breach of the Security Agreement or Deed of
Trust.  The form of the Security Agreement is attached hereto as Exhibit B (the
“Security Agreement”).  The form of Deed of Trust is attached hereto
as Exhibit C (the
“Deed of Trust”).

    


    i.           Priority of Security
Interest; Subordination.  The parties acknowledge that the LLC
and/or Purchaser will obtain financing to complete the Purchaser’s purchase of
Seller’s Membership Interest, to provide working capital and to refinance (when
and if Purchaser deems advisable) the LLC’s leases and loans.  This
may occur before, at or after Closing.  In the event that a third
party desires to provide Purchaser financing via an investment in, joint venture
with, or loan to, the LLC secured by the assets of the LLC and/or Purchaser’s
Ownership Interest, so long as the Note is still outstanding, Seller agrees to
enter into an Intercreditor Agreement with such third party (in form and
substance reasonably acceptable to all parties), such that Seller and the third
party will each share a first priority security interest (subject to the
Preexisting Liens) in pari passu as to One
Million Five Hundred Thousand Dollars ($1,500,000) of their respective
investment, venture or loan amounts.  Seller agrees that an additional
One Million Five Hundred Thousand Dollars ($1,500,000) may be assigned to such
similar priority position in pari passu, so long
as: (A) title to the Ashdown Mill has vested in the LLC, and (B) Purchaser has
made an additional capital contribution to the LLC of at least Five Hundred
Thousand Dollars ($500,000) in cash (collectively, this amount with the initial
$1,500,000, for a total of $3,000,000, is referred to as the “Priority Amount”)
Seller will subordinate its loan and its security interests in the Collateral as
to the balance of any principal and interest outstanding under the Note
(initially this amount is $5.3M - $1.5M, or $3.8M subordinated to the Priority
Amount of $3M with Seller holding $1.5M pari
passu).  Seller’s security interest in the Collateral is
subordinate to Preexisting Liens.  Seller agrees to release Collateral
for sales and replacements and transactions in the ordinary course, including,
but not limited to, off take agreements and forward sales
contracts.  Seller also agrees to release its security interest in the
Collateral so the LLC may “factor” or finance its accounts receivable and
establish a “lock box” security interest for its cash and bank
accounts.  Purchaser and the LLC may pay down and reborrow at any time
the amount of the Priority Amount, from one or multiple lender/investors, and
may replace the Preexisting Liens with alternate financing so long as Seller is
not obligated as a guarantor on such alternate financing.  The
Purchaser agrees to use (or cause the LLC to use) the proceeds received from any
Priority Amount loan in the business of the LLC (which for these purposes
includes refinancing of Preexisting Liens or discharge of amounts owed Seller),
including payment of those certain required payments of the LLC set forth in
Section 4.3.  Collateral shall not include current assests and the LLC may distribute to its
members so long as no uncured Event of Default is continuing, available
cash.

     

    
      
        	 
      	
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    ii)     
      Financing
Mill.  Notwithstanding anything herein or in the Security
Agreement or the Limited Recourse Secured Promissory Note, the Parties agree
that Muller and or LLC can encumber, collateralize and seek financing for the
granting of a sole first priority interest in the Ashdown Mill up to $500,000 and the lendor or
investor will not be subject to the limiting provisions 1.1(b)(i).

     

    iii)    
       In consideration of the foregoing,
Muller and or the LLC agree to grant Seller a first right of refusal to purchase
the Ashdown Mill.

     

    (c)           Termination of Existing
Litigation or Disputes.  Effective upon Closing, the Parties
and the LLC shall enter into a Settlement and Release Agreement, in
substantially the form attached hereto as Exhibit D (the
“Release”), pursuant to which the Parties and the LLC shall agree that any and
all litigation and ongoing disputes existing between the Parties shall be
immediately terminated.  Not released are claims for fraud,
intentional misconduct or breach of the obligations and duties under this
Agreement.  The Seller shall release the LLC from any and all claims,
including but not limited to, those arising under the Operating
Agreement.  Although at Closing Seller will cease to be a member of
the LLC, the obligations of Confidentiality under Article XII of the Operating
Agreement survive and are incorporated herein, as are the dispute resolution
provisions of Article XIII.

    


    (d)           Wages & Expense
Reimbursements.  Excluding Kent Aveson and David Tretbar (for
whom any remaining contractual obligations including employee/employer and
severance compensation (and taxes related thereto); medical insurance and
expenses; other employee benefits, and expense reimbursements, the Seller shall
hold the LLC harmless and remain responsible and shall discharge), the Purchaser
shall hold Seller harmless from all payroll obligations of the LLC made, or
required to be made, on or after December 31, 2008, including, but not limited
to, all outstanding employee wages and expense reimbursements and all
outstanding payroll and employment-related taxes due.  Any expenses
related to employees hired and/or rehired on or after November 14, 2008
will not be the responsibility of Seller.

    


    (e)    
       Release of Existing Loan
Balance.  At Closing, the entire balance of any principal and
interest owed on the loan from the LLC to the Seller, estimated to have a
balance as of the date hereof of one hundred sixty thousand two hundred thirty
dollars ($160,230.00), shall be forgiven in its entirety.

    


    (f)    
       Payment to Retrievers
LLC.  On or before the Closing, Perry Muller (“Muller”), or his
assignee, will pay up to One Hundred Thousand Dollars ($100,000.00) of all
payments made in settlement of the amounts owed by the LLC to Retrievers LLC,
and prior to Closing, Seller (at its cost for any additional amounts required
for settlement) shall secure a release (in a form acceptable to Purchaser) from
Retrievers LLC of any claim or title in or to the Ashdown Mill with Muller
becoming the sole owner of the Ashdown Mill (“Retriever’s
Settlement”).  Upon completion of the Retriever’s Settlement, Muller
shall lease the Ashdown Mill to the LLC, and Muller agrees to convey the Ashdown
Mill to the LLC upon repayment to him by the LLC of the One Hundred Thousand
Dollar ($100,000) payment made in the Retriever’s Settlement, plus a loan fee in
the amount of Ten Thousand Dollars ($10,000), pursuant to that certain Side
Letter Agreement dated May 13, 2009 (“Ashdown Mill Side Letter Agreement”),
attached hereto as Exhibit
E.

    


    1.2           Interest Rate;
Payments.  The interest rate on the Note will be calculated on
a quarterly basis, commencing on April 1, 2009, and will constitute the Wall
Street Journal Prime Rate plus two percent (2.00%).  Notwithstanding
the foregoing, in no event will the interest rate exceed ten percent
(10.00%).  Payments of principal and interest will commence one year
from the date of this Agreement, and will be payable on a monthly basis,
pursuant to the terms of the Note.

     

    
      
        	 
      	
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    1.3           Closing.  Subject
to the terms and conditions of this Agreement, the closing of this Agreement
shall take place on the date the Transaction Documents are entered
into (the “Closing”).  At Closing: (i) all Purchaser and Seller Closing
Deliverables set forth in Section 1.4 will have been delivered; and (ii) all
Pre-Closing Covenants set forth in Section 4 will have been satisfied in accordance with their terms.

    


    1.4           Effect at Closing;
Deliverables.

    


    (a)           Purchaser
Deliverables. Upon Closing, the Purchaser will, or will have the LLC as
applicable, deliver to the Seller: (i) the Note in the principal amount of Five
Million Three Hundred Thousand Dollars ($5,300,000); (ii) an executed copy of
the Security Agreement; (iii) an executed copy of the Deed of Trust; (iv) an
executed copy of the Release; (v) Purchaser’s Opinion Letter; (vi) documentation
evidencing Muller’s payment to Retriever’s LLC of One Hundred Thousand Dollars
($100,000) pursuant to the Retriever’s Settlement; (vii) an executed copy of the
Ashdown Mill Side Letter Agreement; (viii) evidence of the
cancellation of the loan referenced in Section 1.1(e); and (ix) such other documents
reasonably necessary to complete the transactions contemplated
herein.

    


    (b)           Seller
Deliverables.  Upon Closing, the Seller will deliver to the
Purchaser: (i) an executed copy of the Security Agreement; (ii) an executed copy
of the Deed of Trust; (iii) an executed copy of the Release; (iv) a bill of sale
or other documentation evidencing the conveyance of the Seller’s entire
Membership Interest in the LLC; (v) Seller’s Opinion Letter; (vi) such
documentation as required to remove Seller and its agents as signatories from
the LLC’s bank accounts; (vii) resignations by Seller’s representatives from the
Management Committee; (viii) documentation evidencing
completion of the Retriever’s Settlement; (ix) any documents relating to
the loan in Section 1.1(e) marked “Cancelled”; (x) documents evidencing Seller’s
Member Resignation pursuant to the Operating Agreement;  (xi)
documents completing the transfer of assets to the LLC as provided in Section 4.1, and including
but not limited to 3(h) and (k); and (xii) such other documentation reasonably
necessary to complete the transactions contemplated herein.

    


    1.5           Taxes.  Purchaser
shall be solely responsible for the payment of sales, transfer, and use taxes
arising out of the sale, transfer, and assignment of the Membership Interest,
and to the extent of available funds cause the LLC to discharge sales and use
taxes on the use of the Assigned Assets (as defined below) on or after the
Closing.  Purchaser shall have no liability or responsibility for any
income, franchise, or other taxes (other than income taxes based upon or
measured by Purchaser’s net income) or charges or imposts of any kind relating
to or arising out of Seller’s Membership Interest on or prior to Closing, or the
transactions contemplated by this Agreement, except as specifically set forth
herein, or the use of the Assigned Assets prior to the
Closing.  Seller shall remain liable for 50% of any liabilities
arising out of the LLC’s failure to pay taxes or mineral royalties, or file tax
returns due prior to December 31, 2008.

    


    2.     
       THE PURCHASER’S REPRESENTATIONS AND
WARRANTIES.  The Purchaser hereby represents, warrants and
confirms the following:

    


    (a)       
    Organization and
Qualification.  The Purchaser is duly organized and validly
existing and in good standing under the laws of the jurisdiction in which it is
formed, and has the requisite power and authorization to own its properties and
to carry on its business as now being conducted.  Purchaser is duly
qualified to do business in Nevada to the extent it is required to be so
qualified.

     

    
      
        	 
      	
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    (b)           Power; Authority;
Enforcement; Validity.  The Purchaser has the requisite power
and authority to enter into and perform its obligations under each of the
Transaction Documents in accordance with the terms hereof and
thereof.  The execution and delivery of the Transaction Documents by
the Purchaser and the consummation by the Purchaser of the transactions
contemplated hereby and thereby, have been duly authorized by the Purchaser's
Board of Directors and no further filing, consent, or authorization is required
by the Purchaser, its Board of Directors or its shareholders.  This
Agreement and as of Closing the other Transaction Documents have been duly
executed and delivered by the Purchaser, and constitute the legal, valid and
binding obligations of the Purchaser, enforceable against the Purchaser in
accordance with their respective terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of applicable creditors' rights and
remedies.

    


    (c)        
   Collateral.  Assuming
the proper transfers of Assigned Assets by Seller to the LLC, the Purchaser
represents and warrants to the Seller to its knowledge it and the LLC are the
true and lawful owners of the Collateral, as that term is defined in the
Security Agreement, having good and marketable title thereto, free and clear of
all liens other than: a) the security interest granted to the Seller hereunder,
(ii) the Preexisting Liens, and (iii) as set forth in Schedule 2(c) (the
“Permitted Liens”).  The Purchaser shall not (nor shall it allow the
LLC to) create or assume or permit to exist any lien on or against any of the
Collateral, except as created or permitted hereby and the Permitted Liens and
Pre-Existing Liens, and it shall promptly notify the Seller of any other lien
against the Collateral and shall defend the Collateral against, and take all
such action as may be necessary to remove or discharge, any other lien against
the Collateral.  The Purchaser shall, or shall cause the LLC to,
maintain the Collateral in good condition and repair.  The Purchaser
will pay, or cause the LLC to pay, all taxes and other assessments due and owing
by each of them, respectively, pertaining to the Collateral.  The LLC
shall maintain in full force and effect insurance coverage on the Collateral
that is prudent and customary for comparably situated companies for the business
being conducted and the nature of the Collateral.

    


    (d)           Absence of
Litigation. To the knowledge of Purchaser, except as set forth on Schedule 2(d), there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Purchaser, threatened against or affecting the
Purchaser or the LLC that would prevent the consummation of this Agreement or
have a material adverse effect on the LLC or its business.

    


    (e)           Access to
Information.  Purchaser has had access to all information
regarding the LLC that the Purchaser reasonably considers important in making
the decision to purchase the Seller’s Membership Interest.  The
Purchaser further represents that it had the opportunity to ask questions and
receive answers from the Seller concerning the business and financial condition
of the LLC.

    


    (f)      
     Compliance with the
Securities Laws.  The Purchaser understands that, in reliance
upon the representations and warranties made by the Purchaser herein, the
Seller’s Membership Interest is not being registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, or being
qualified under applicable state securities laws, but instead is being
transferred under an exemption or exemptions therefrom.

    


    (g)           Brokerage
Commissions.  The Purchaser acknowledges that no brokerage
commissions or other fees were paid by the Purchaser in connection with this
transaction.

    


    (h)           Valuation of Seller’s
Membership Interest.  The Purchaser and the Seller have
determined the value of the Seller’s Membership Interest based upon arm’s length
negotiations.  The Purchaser understands that except as set forth
herein the Seller can give no assurances that the Purchase Price is in fact the
fair market value of the Membership Interest.

     

    
      
        	 
      	
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    (i)      
     Contribution
Agreement.  Purchaser has, or by Closing will have, completed the assignment
to the LLC of the “Assets” (as that term is defined in the Contribution
Agreement made between Purchaser and the LLC on September 28, 2006), such that
the LLC is required to take no additional action as to title and/or ownership of
the Assets and that they have been properly assigned.  Further that
there are no Assets for which consent to transfer was not obtained and to which
Purchaser still holds title for the benefit of the LLC.  To the best
of Purchaser’s knowledge, the LLC holds good and defensible title in and to the
personal property and certain unpatented mining claims comprising the Assets,
except as otherwise set forth on Schedule 2(i).

    


    (j)        
   Investigations.  To
the best of Purchaser’s knowledge, no judgment, order, injunction, decree,
investigation, proceeding, or ruling of any court or governmental authority
exists by which the assets of the LLC or its businesses are bound, or to which
any of them are subject, which would have a material adverse effect on the LLC
or its businesses, or Purchaser’s ability to operate the LLC businesses at the
level in a manner comparable to the level and manner of Seller’s operations of
the LLC’s business prior to December 31, 2008, except as shown on Schedule
2(j).

    


    (k)           Accuracy of
Representations.  No representation or warranty by Purchaser
given in connection with the transactions contemplated hereby, contains or will
contain any untrue statement of material fact, and Purchaser represents and
warrants that it has, at all times, acted in good faith in a negotiation of and
in the representations made in reaching this agreement.   To
Purchaser’s knowledge and belief, all Schedules prepared by Purchaser attached
hereto are true, complete and accurate in all material respects.

    


    3.        
   THE SELLER’S
REPRESENTATIONS AND WARRANTIES.  The Seller hereby represents,
warrants and confirms the following:

    


    (a)           Power and
Authority.  The Seller hereby represents and warrants that it
has full power and authority to execute and deliver this Agreement and to
perform its obligation under this Agreement. Seller and the consummation by the
Seller of the transactions contemplated hereby and thereby, have been duly
authorized by the Seller's Board of Directors and no further filing, consent, or
authorization is required by the Seller, its Board of Directors or its
shareholders.  This Agreement, and as of Closing the other Transaction
Documents, have been duly executed and delivered by the Seller, and constitute
the legal, valid and binding obligations of the Seller, enforceable against the
Seller in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally, the enforcement of applicable creditors' rights and
remedies.

    


    (b)           Organization and
Qualification.  The Seller is an entity duly organized and
validly existing and in good standing under the laws of the jurisdiction in
which it is formed, and has the requisite power and authorization to own its
properties and to carry on its business as now being conducted.  The
Seller is duly qualified to do business in Nevada to the extent it is required
to be so qualified.

    


    (c)           Ownership of Seller’s
Ownership Interest.  Seller has not at any time since its
acquisition transferred, assigned or agreed to convey (including a security
interest) any part or portion of its Ownership Interest.  The Seller
beneficially owns all of its Ownership Interest, free and clear of any
restrictions on transfer, taxes, security interests, purchase rights, contracts,
commitments, equities, claims and demands.  The Seller is not a party
to any purchase right, pledge agreement or other contract or commitment that
could require the Seller to sell, transfer or otherwise dispose of the Seller’s
Ownership Interest.  Upon the Purchaser’s purchase of the Seller’s
Ownership Interest under this Agreement, the Purchaser shall obtain and be fully
vested in ownership of the Seller’s Ownership Interest, free and clear of any
restrictions on transfer (other than any restrictions under the Securities Act
and state securities laws), taxes, security interests, purchase rights,
contracts, commitments, equities, claims and demands, and except for any
transfers by Purchaser of its Ownership Interests, Purchaser shall be the sole
member of the LLC.

     

    
      
        	 
      	
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    (d)           Reliance.  The
Seller acknowledges and agrees that the decision to sell all the Seller’s
Membership Interest pursuant to this Agreement is an independent business
decision and that Seller is not relying upon the Purchaser’s representations
(except those made in Section 2 above), valuations, or other information
provided by the Purchaser.  Seller further represents that it has had
the opportunity to ask Purchaser questions of Purchaser concerning the
business and financial condition of the LLC, including events occurring after
December 31, 2008.

    


    (e)           Absence of
Litigation.  To the knowledge of Seller, except as set forth on
Schedule 2(c) or (d), there is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the Seller,
threatened against or affecting the Seller that would prevent the consummation
of this Agreement.

    


    (f)           No
Brokers.  Seller has not, directly or indirectly, in connection
with the transactions contemplated hereby, (i) employed any broker, finder or
agent, or (ii) agreed to pay or incur any obligation to pay any broker’s or
finder’s fee or similar fee or compensation, and shall hold Purchaser harmless
for any claims of compensation due, or arising from Seller’s
actions.

    


    (g)           No General
Solicitation.  At no time has Seller made any form of general
advertising or solicitation in connection with the offer, sale and purchase of
the Seller’s Membership Interest.


     

    (h)           Contribution
Agreement.  Seller has, or before Closing will have, completed the
assignments to the LLC of the “Underlying Agreements” as that term is defined in
the Contribution Agreement made between Seller and the LLC on September 28, 2006
such that the LLC is required to take no additional action as to title and/or
ownership in those Agreements and that they have been properly assigned.
Further, that there are no Underlying Agreements for which consent was not
obtained and to which Seller still holds title for the benefit of the
LLC.  To the best of Seller’s knowledge each of the Underlying
Agreements is in good standing and in full force and effect, and upon the
completion of Seller’s transfers of the Underlying Agreements, the LLC holds
good and defensible title
in and to the same, except as otherwise set forth in Schedule 3(h).

    


    (i)       
    Litigation.  Except
as set forth in Schedule 2(d) (completed jointly by Seller and Purchaser), to
the best of Seller’s knowledge, there are no actions, investigations, claims,
suits or proceedings pending or, to Seller’s knowledge threatened, against the
LLC or its business in any court or for any administrative agency, nor does
Seller have any likely reason to believe that any such investigation, suit or
proceeding will be brought which would have a material adverse effect on the LLC
or its business.

    


    (j)       
    Investigations.  To
the best of Seller’s knowledge, no judgment, order, injunction, decree,
investigation, proceeding, or ruling of any court or governmental authority
exists by which the assets of the LLC or its businesses are bound, or to which
any of them are subject, which would have a material adverse effect on the LLC
or its businesses, or Purchaser’s ability to operate the LLC businesses at the
level in a manner comparable to the level and manner of Seller’s operations of
the LLC’s business prior to December 31, 2008, except as shown on Schedule
3(j).

     

    
      
        	 
      	
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    (k)           Property, Books and
Records.  As of Closing, Seller represents that it has
transferred to Purchaser or the LLC all property of the LLC within its
possession and control, including, but not limited to, true, correct and complete copies of
books, records, data, information, documents, maps, reports, bank
accounts, permits, water rights, bonds (including those provided to the BLM and
NDEP), claims, deposits, studies, certificates of deposit (whether or not in the
LLC’s name, but used in its business), or other tangible or intangible personal
property or realty, pursuant to Section 4.1 below.  Within two (2)
business days of execution of this Agreement Seller will transfer the LLC
computer, and all software and data regarding the LLC to
Purchaser.  Said computer is currently at Seller’s
office.

     

    (l)      
     Accuracy of
Representations.  No representation or warranty by Seller given
in connection with the transactions contemplated hereby, contains or will
contain any untrue statement of material fact, and Seller represents and
warrants that it has, at all times, acted in good faith in a negotiation of and
in the representations made in reaching this agreement.   To
Seller’s knowledge and belief, all Schedules prepared by Seller attached
hereto are true, complete and accurate in all material respects.

     

    4.           PRE
AND POST-CLOSING COVENANTS

    


    4.1           Transfers and
Assignments.  Seller at its own cost agrees to, as soon as
reasonably practicable but in no event later than a date as of thirty (30) days
from the Closing, effect the assignment or transfer of: (i) such assignable
contractual obligations, permits and other material documents contributed to the
LLC as set forth in Exhibit A to the Contribution Agreement between Seller and
the LLC at Exhibit C to the Operating Agreement (the “Underlying Agreements”);
(ii) the leased assets and equipment set forth in Schedule 4.1(ii)
hereto; (iii) true, correct and complete copies of any documents related to the
Ashdown Property, including, but not limited to, geological materials, including
maps, core samples, technical reports and the like, accounting documents and any
loan or lease documents related to the Ashdown Property; (iv) all permits and
bonds held in Seller’s name (noting, however, that such Air Quality AP 1061-1554
and 1061-1557 in Seller’s name cannot be assigned pursuant to Nevada law, but
Seller agrees that Purchaser may use Seller’s permit in connection with the
Ashdown Property until such reasonable date following Closing that Purchaser
obtains a replacement permit) and (v) all obligations of the LLC on which Seller
is a guaranlike, as set forth in Schedule 4.1(v)
hereto (collectively, items (i) through (v) being the “Assigntor, surety or the
ed Assets”).  To the extent that Seller is a guarantor on any of the
Assigned Assets, in particular those Assigned Assets set forth in Schedule
4.1(v) hereto, the LLC shall take such actions as are reasonably necessary and
available to remove Seller as a guarantor as soon as reasonably practicable
following the Closing.  Such actions shall not require Purchaser to
substitute its guaranty for Seller’s, nor to assume any personal liability for
such obligations.  If, at any time prior to Seller’s removal as a
guarantor, the LLC defaults on any payment owed on such Assigned Assets arising
from amounts coming due after Closing, the LLC shall (a) immediately notify
Seller of such default, and (b) be solely responsible for the immediate payment
due to remedy such default and for reimbursement of any of Seller’s out of
pocket expenses related to the cure of such default.  In addition,
such default on payment owed by the LLC on such Assigned Assets shall constitute
an “Event of Default” under the Note, as further defined in the
Note.  For the avoidance of doubt, upon any Event of Default (as
defined in the Note, Security Agreement or Deed of Trust), Seller’s sole recourse is to
the Collateral and not to the assets of Purchaser, other than the Membership
Interest.  Seller represents and warrants to its knowledge and
except as set forth in the Schedules hereto, there were no existing defaults
under any Assigned Assets or guaranteed obligations, and the Assigned Assets
have not been used to securitize any of Seller’s obligations or liabilities.
From the Closing until such date that all obligations and payments of principal
and interest under the Note have been satisfied, the LLC agrees that all leases
and loans on any of the Assigned Assets will remain current and in good
standing.

     

    
      
        	 
      	
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    4.2           Ashdown Mill Side Letter
Agreement.  Prior to, and as a condition to Closing, Muller
shall enter into a Binding Side Letter Agreement with the LLC and Seller
(“Ashdown Mill Side Letter Agreement”), whereby Muller promises to convey the
Ashdown Mill to the LLC upon the LLC’s repayment of One Hundred Thousand Dollars
($100,000) paid by Muller, or his assignee, in connection with the Retriever’s
Settlement, plus a loan fee in the amount of Ten Thousand Dollars ($10,000) for
a total repayment of One Hundred Ten Thousand Dollars ($110,000), and which also
provides the LLC the option to purchase the Ashdown Mill in certain
circumstances as more particularly set forth in the Ashdown Mill Side Letter
Agreement, with Seller agreeing
to enter into the documentation related to its agreed to portion of the
Retriever’s Settlement upon Closing at its sole additional
expense.

    


    4.3           Repayment Obligations of
LLC.  Further, Purchaser covenants that the following payment
obligations of the LLC will be repaid out of the first monies raised from any
new financing source, whether related or unrelated, directly or indirectly,
whether via an investment in or loan to the LLC, in the following
order:

    


    (a)           All
unpaid and currently due obligations and expenses of the LLC.

    


    (b)           Excluding
Kent Aveson and David Tretbar, all payroll obligations of the LLC made, or
required to be made, on or after December 31, 2008, including, but not limited
to, all outstanding employee wages and expense reimbursements and all
outstanding payroll and employment-related taxes due within twelve (12) months
of Closing.

    


    (c)           All
obligations of the LLC required to be made to Tetra Financial Group, LLC
(“Tetra”) to bring the LLC current in its contractual obligations, or otherwise
pay in full, settle or compromise as to any amounts owed by the LLC to
Tetra.

    


    (d)           That
certain promissory note made by the LLC to Muller, or his assignee, in the
principal amount of One Hundred Ten Thousand Dollars ($110,000) pursuant to the
Ashdown Mill Side Letter Agreement.

    


    (e)           That
certain obligation of the LLC to repay the loan in the aggregate amount of
Eighty-Seven Thousand Dollars ($87,000) made by Seller to the LLC between
February and March, 2009, which loan provided an infusion of capital to meet the
LLC’s immediate working capital needs.

    


    (f)           Any
excess available funds may be used for any purpose.

    


    4.4           Ashdown Mining
LLC.  Seller agrees, on a best efforts basis, to enter into
negotiations with the Ashdown Mining LLC to reduce or eliminate any net smelter
royalty (“NSR”) obligation, such that there will be no NSR attached to the
property of the LLC within twelve (12) months of the date hereof.  Any
costs associated with the production payment contract with the Ashdown Mining
LLC will be borne by Seller.

    


    4.5           Known and Unknown Contingent
Liabilities; Indemnification.  Except as expressly set forth in
Sections 1.1(d), 4.1, 4.4, this 4.5, 4.8, 4.10, 4.11 and 4.12 the Purchaser hereby agrees to
indemnify and hold Seller harmless from any claims or liabilities arising from,
or relating to, the operations of the LLC.  Notwithstanding the
foregoing, LLC and Seller agree to share evenly expenses related to liabilities
or claims made or asserted by a
claimant within twelve (12) months of Closing arising from or relating to
the operations of the LLC accruing from events prior to December 31, 2008, which
liability was not actually known by Purchaser before Closing or disclosed in
this Agreement to Purchaser by Seller on Schedule 4.5, which costs, liabilities
and expenses may be offset against the Note as provided in Section 4.9
below.

     

    
      
        	 
      	
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    4.6           Perfection of Security
Interest.  The Parties agree to, within two (2) business days
of Closing, take such steps as are reasonably necessary in order to perfect the
security interest granted under the Security Agreement in favor of Seller,
including, but not limited to, the filing of a UCC-1 Financing Statement with
the Nevada Secretary of State, and the filing of the Deed of Trust with the
appropriate entity as reasonably designated by Seller and the applicable office
of Humboldt County, Nevada, with respect to the “Ashdown Property” as defined in
the Security Agreement, in forms reasonably acceptable to Seller.

    


    4.7           Board
Representation.  Effective at Closing, or as soon thereafter as
reasonably practicable pursuant to the Parties’ respective corporate governance
guidelines, Seller shall have the right to appoint one (1) representative to
serve on the Board of Directors of Purchaser, and Purchaser shall have the right
to appoint one (1) representative to serve on the Board of Directors of
Seller.  Such representatives shall be appointed pursuant to the
Parties’ respective Bylaw provisions and the corporate laws of such party’s
jurisdiction of incorporation governing the election of directors and shall
serve on the respective Boards for such term of office as is customary for each
entity, but in no event shall such term be for a period less than one (1)
year.

    


    4.8           
Attorneys’ &
Accounting Fees.  The Parties agree to individually and
separately pay fifty percent (50%) of all year-end reasonable legal and
accounting costs related to the preparation of the LLC’s year-end financials for
the year ended December 31, 2008.

    


    4.9           Note
Setoff.  To the extent this Agreement provides for costs or
expenses to be incurred or shared by Seller, Purchaser shall have a right of
offset for amounts due from Seller against amounts due under the
Note.

    


    4.10          Profits and
Losses.  The profits and losses of the LLC shall be allocated
to the Parties based on the number of days of the year Seller was a
member.

    


    4.11          DRC
Liabilities.  Seller agrees to share equally in the payment of
all litigation costs, expenses, attorney fees and expenses, judgments or
settlements incurred by, or charged to, the LLC in any action, potential or
threatened action by DRC against the LLC involving the sale and purchase of
molybdenum pursuant to that certain Life of Mine Contract between Seller and DRC
assigned to the LLC, up to a maximum potential liability of Seller of Two
Hundred Fifty Thousand Dollars ($250,000), which amount shall be offset against
the Note pursuant to Section 4.9 above.

    


    4.12          Tetra Liabilities –
Purchaser shall have a right of
offset against amounts due under the Note of up to fifty percent (50%) of
amounts due in the payment of all litigation costs and expenses, attorney
fees and expenses, judgments or settlements incurred by, or charged to the LLC
resulting from the Tetra action identified in Schedule 2(d).

    


    
      
        	 
      	
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    5.          
  MISCELLANEOUS PROVISIONS

    


    5.1           Entire
Contract.  This Agreement constitutes the entire contract
between the parties hereto with regard to the subject matter
hereof.  The parties acknowledge that this Agreement supersedes all
previous understandings, written or oral, including, but not limited to, the MOU
dated February 25, 2009, with respect to the subject matter hereof.

    


    5.2           Survival of Representations,
Warranties and Covenants.  All representations and warranties
made by the Seller and the Purchaser herein shall survive the execution of this
Agreement and the sale and delivery of the Seller’s Membership
Interest.

    


    5.3           Currency.  All
amounts referenced and set forth herein and in any of the Transaction Documents
shall be in lawful money of the United States.

    


    5.4           Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada, as such laws are applied to
contracts entered into and performed in such state without regard to that
state’s conflict-of-laws rules.

    


    5.5           Successors and
Assigns.  The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Seller and the Purchaser and the legal
representatives, heirs, legatees, distributees, assigns and transferees by
operation of law or otherwise, whether or not any such person shall have become
a party to this Agreement and have agreed in writing to join herein and be bound
by the terms and conditions hereof.  No party to this Agreement may
assign, transfer or delegate its duties of or under this Agreement without the
prior written consent of the non-assigning party.

    


    5.6           Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall 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
Purchaser, at the address set forth on the signature page hereto or such other
address as it has furnished to the Seller in writing in accordance with this
subsection, or (ii) if to Seller, at the address set forth on the signature page
hereto or such other address as it has furnished to the Purchaser in writing in
accordance with this subsection.  A notice shall 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) three (3) 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.

    


    5.7           Waivers and
Amendments.  No provision of this Agreement or any other
Transaction Document may be amended, waived or modified other than by a document
signed by the Purchaser and the Seller (as of the effective date of such
action).

    


    5.8           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.

    


    5.9           Severability.  In
the event that any of the provisions of this Agreement shall be held by a court
or other tribunal of competent jurisdiction to be illegal, invalid or
unenforceable, such provisions shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and
effect.

    


    5.10         Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.

     

    
      
        	 
      	
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    5.11         Cooperation.  Each
party shall use all reasonable good faith efforts to make or file all required
notifications and to obtain all consents, approvals and authorizations which
must be obtained by such party in order to consummate the transactions
contemplated hereby.  Each party covenants and agrees to promptly
furnish to the other all information and data in its possession requested in
writing by the requesting party which such furnishing party has the right to
disclose and which is reasonably necessary in order to assist the requesting
party to give the necessary notices or secure the permits, licenses and approval
required as contemplated by this Agreement.

    


    5.12         Opinions of
Counsel.

    


    (a)           Seller
shall provide an opinion from legal counsel as to matters normally addressed in
transactions of this nature, including, but not limited to, Seller’s power,
authority, capacity, enforceability and absence of any conflict with other
agreements of Seller or any threatened or known
litigation/investigations.

    


    (b)           Purchaser
shall provide an opinion from legal counsel as to matters normally addressed in
transactions of this nature, including, but not limited to, Purchaser’s power,
authority, capacity, enforceability, absence of any conflict with other
agreements of Purchaser or any threatened or known litigation/investigations and
perfection of security interest granted.

    


    5.13         Material Adverse
Effect.  In the event of a material adverse effect prior to
Closing on a portion of the assets or business of the LLC, including that such
assets are damaged or destroyed, or if condemnation proceedings are threatened
or commenced against all or a portion of the real property of the LLC, upon
Purchaser’s giving notice of such material adverse effect and Seller’s receipt
of notice, either party shall then have the right, exercisable to terminate this
Agreement in which case neither party shall any further rights or obligations
hereunder.

    


    5.14         Future
Cooperation.  Each party acknowledges that the LLC may be a
party to audits, investigations, litigation and other proceedings following the
Closing which relate to the LLC’s business or assets, and covenants to fully
cooperate with the other in the handling or defense of such matters and to
maintain and make available to the other upon reasonable request any and all
files and business records and any and all individuals employed by the other
party hereto who’s testimony or knowledge is necessary or useful with respect to
the issues involved in such matters or preparation therefore.

    


    


    


    [SIGNATURE
PAGE IMMEDIATELY FOLLOWS]

     

     

    


    
      
        	 
      	
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    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
indicated above.

    


    


    
      
        	 
      	
                PURCHASER:

              	 
      
	 
      	 
      	 
      
	 
      	
                WIN-ELDRICH
      GOLD, INC.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      Perry D. Muller

              	 
      
	 
      	
                Name:
      Perry D. Muller

              	 
      
	 
      	
                Title:
      President

              	 
      
	 
      	 
      	 
      
	 
      	
                Address:   PO
      Box 3540

              	 
      
	 
      	
                               
         Silver Springs, NV 89429

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                SELLER:

              	 
      
	 
      	 
      	 
      
	 
      	
                GOLDEN
      PHOENIX MINERALS, INC.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                /s/
      David A. Caldwell

              	 
      
	 
      	
                Name:
      David A. Caldwell

              	 
      
	 
      	
                Title:
      Chief Executive Officer

              	 
      
	 
      	 
      	 
      
	 
      	
                Address:    1675
      East Prater Way, #102

              	 
      
	 
      	
                                   
       Sparks, NV 89434

              	 
      


      

    

    


    


    


    
      
        
           


        

        
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    EXHIBIT
A

    


    SECURED
PROMISSORY NOTE

     

     

     

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    Confidential

    


    LIMITED
RECOURSE SECURED PROMISSORY NOTE

    


    


    
      	
              $5,300,000

            	
              Made
      as of May 13,
      2009

            


    

    


    For value
received, Win-Eldrich Gold, Inc., a Nevada corporation (“Maker”)
HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of Golden Phoenix Minerals,
Inc., a Nevada corporation (“Holder” or
“Company”),
the principal sum of Five Million Three Hundred Thousand Dollars ($5,300,000)
(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 April 1, 2009 and payable pursuant to
the terms of this Note (the “Interest
Rate”).  Notwithstanding the foregoing, or any other provision
contained herein, in no event shall the Interest Rate exceed ten percent
(10.00%).

     

    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 AND LIMITED RECOURSE
TO MAKER.

     

    a)
Maker’s obligations under this Note are secured by a security interest in
certain Collateral granted by Maker and Ashdown Project LLC, a Nevada limited
liability company (the “LLC”) to the original Holder of this Note pursuant to
the terms of a certain Security Agreement by and between Maker, LLC and Holder,
dated the date hereof and attached hereto as Exhibit A, which
agreement is incorporated herein by reference.  As used herein,
“Collateral” means the assets and property of the LLC defined in the Security
Agreement as well as One Hundred Percent (100%) of Maker’s ownership interest in
the LLC, 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.

     

    b)  This Note shall be limited recourse against Maker
and its successors in interest.  The sole recourse of the Company (or
any successor in interest to or assign of Company) for the collection of amounts
owed, or the enforcement of rights arising hereunder, shall be foreclosure
(without rights of deficiency) on that LLC membership interest pledged as
collateral and the Collateral (as defined in the Security Agreement) owned by
the LLC in which a security interest is given to secure this Note pursuant to
the Security Agreement (and Deed of Trust) made by Maker, and dated evenly
herewith, and no other property of Maker or LLC, or their successors in
interest, shall be subject to levy, execution or other enforcement action in
connection with this Note, or the Maker’s payment of the Purchase Price (defined
under the Purchase Agreement (defined below)).

    


    2.           PRIORITY
OF SECURITY INTEREST; SUBORDINATION.  As set forth in Section
1.1(b)(i) of the Purchase and Sale of LLC Membership Interest Agreement dated
the date hereof between Maker and Holder (“Purchase Agreement”) pursuant to
which this Note is being issued, in the event that a third party desires to
provide Maker financing via an investment in or loan to the LLC secured by the
assets of the LLC and/or Maker’s Ownership Interest, so long as this Note is
still outstanding, Holder agrees to enter into an Intercreditor Agreement with
such third party (in form and substance reasonably acceptable to all parties),
such that Holder and the third party will share a first priority security
interest (subject to the Preexisting Liens, as set forth in the Purchase
Agreement) in pari passu as to One Million Five Hundred Thousand Dollars
($1,500,000) of their respective investment or loan amounts.  An
additional One Million Five Hundred Thousand Dollars ($1,500,000) may be
assigned to such similar priority position in pari
passu,  (collectively, with the initial $1,500,000, such amounts being
referred to as the “Priority Amount”), so long as (A) title to the Ashdown Mill
has vested in the LLC and (B) Maker has made an additional capital contribution
to the LLC of at least Five Hundred Thousand Dollars ($500,000) in cash and
Holder will subordinate its loan and its security interest in the Collateral as
to the balance of any principal and interest outstanding under this Note,
providing such documentation as reasonably requested by Maker evidencing such
subordination within five (5) business days of request.

     

    
      
        	 
      	
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    Notwithstanding anything herein or in
the Security Agreement or the Purchase and Sale Agreement, the Parties agree
that Muller and or LLC can encumber, collateralize and seek financing for the
granting of a sole first priority interest in the Ashdown Mill up to
$500,000 and the
lendor or investor will not be subject to the limiting provisions
1.1(b)(i).

     

    3.           PAYMENT
TERMS.  This Note is to be paid over a seventy-two (72) month
term.  Commencing one (1) year from the Closing (defined in the Purchase
Agreement), and on the same day of each month thereafter, through and including
a payment due 30 days prior to the seventh anniversary date of the Closing on May 13, 2016, Maker
shall make seventy-two (72) monthly payments of principal and interest to Holder
payable by check, money order or wire transfer of immediately available
funds.  Notwithstanding the above, any unpaid Principal Amount,
together with any unpaid accrued interest thereon, shall be due and payable on
the earlier of (i) the seventh anniversary of the Closing (the “Maturity
Date”) and (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 Company 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.

     

    4.           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 4, within a fifteen (15)
business-day period, or in the case of a non-monetary default thirty (30)
calendar days or such other reasonable period of time to cure if cure cannot be
reasonably accomplished within such time, after Holder has given Maker written
notice of such default:

     

    (a)           Maker
fails to make any payment of principal or interest when due
hereunder.

     

    (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)           The
dissolution of any entity status of the Maker, as applicable.

     

    (f) 
          Maker or LLC
defaults on such obligations or Assigned Assets (as that term is defined in the
Purchase Agreement) of the LLC on which Holder is a guarantor, surety or the
like, pursuant to Section 4.1 of the Purchase Agreement, which default results
in a final judgment being rendered by a federal or state court, or other
administrative proceeding, after the date hereof, against the
Holder.

     

    
      
        	 
      	
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    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, presentment 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.          
  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.

    


    6.         
   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).

    


    7.    
        RIGHT OF
OFFSET.  To the extent the Purchase Agreement provides for
costs or expenses to be incurred or shared by Holder or allows offset, Maker
shall have a right of offset against amounts due under this Note.

     

    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
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.

     

    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.

     

    
      
        	 
      	
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    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.  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.

     

    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.

     

    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.

     

    
      
        	 
      	
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    (e)           The
rights and remedies of Holder as provided in this Note and in the Security
Agreement shall be cumulative and concurrent and may be pursued singly,
successively or together against Maker, or any other persons or entities who
are, or may become liable for all or any part of this indebtedness, and any
other funds, property or security held by Holder for the payment hereof, or
otherwise, at the sole discretion of Holder.  Failure to exercise any
such right or remedy shall in no event be construed as a waiver or release of
such rights or remedies, or the right to exercise them at any later
time.

     

    [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

     

    WIN-ELDRICH
GOLD, INC.

     

    By:           /s/ Perry D.
Muller                                                                                               

     

    Name:      Perry D. Muller                                     

     

    Title:        President                                               

     

    Address:                PO Box 3540                    
      

    Silver Springs, NV
89429   
  

     

    


     

    HOLDER
/ COMPANY

     

    GOLDEN
PHOENIX MINERALS, INC.

     

    By:           /s/ Dave A.
Caldwell                           

     

    Name:      Dave A. Caldwell                                 

     

    Title:        Chief Executive
Officer                       

     

    Address:                1675 East Prater Way,
#102

    Sparks, NV 89434                  

    


    


    


    


    


    
      
        
           


        

        
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    EXHIBIT
A

    


    SECURITY
AGREEMENT

    


    


    


    


    


    


    


    
      
        
           


        

        
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    EXHIBIT
B

    


    SECURITY
AGREEMENT

     

     

     

     

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SECURITY
AGREEMENT

    


    THIS SECURITY AGREEMENT (the
“Agreement”) is dated as of May 11, 2009 between Win-Eldrich Gold, Inc., a
Nevada corporation (“WEG”), Ashdown Project, LLC, a Nevada limited liability
company (“LLC”) (WEG and the LLC each being referred to herein as “Debtor” or
collectively as “Debtors”), and Golden Phoenix Minerals, Inc., a Nevada
corporation (“Secured Party”).

    


    RECITALS

    


    WHEREAS, on or about May 11,
2009, WEG and Secured Party entered into that certain Purchase and Sale of LLC
Membership Interest Agreement, (the “Purchase Agreement”), and WEG issued a
Secured Promissory Note dated May 11, 2009 (the “Note”) in favor of Secured
Party to be secured by that certain security interest as granted and provided
for herein, as well as a Deed of Trust dated May 11, 2009 (the “Deed of Trust”)
to be issued by the LLC in favor of Secured Party (this Agreement, the Purchase
Agreement, the Note and the Deed of Trust, and any exhibits or attachments
thereto, all as may be modified or amended from time to time, including, but not
limited to such other deeds of trust and security agreements as may secure
Debtors’ obligations hereunder, are collectively referred to herein as the
“Transaction Documents”).

     

    WHEREAS, in connection with
the sale of one hundred percent (100%) of Secured Party’s ownership interest in
the LLC to WEG and the accompanying transfer of the Deed of Trust, for WEG’s
payment of Five Million Three Hundred Thousand Dollars ($5,300,000) (the
“Purchase Price”), as evidenced by the Note, the LLC agrees to grant Secured
Party a security interest in all of the assets of the LLC and WEG agrees to
grant Secured Party a security interest in WEG’s ownership interest in and to
the LLC to collectively secure payment of the Note pursuant to the terms and
conditions as set forth herein and in the Transaction Documents.

     

    NOW, THEREFORE, in
consideration of the promises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     

    1.       
     Definitions.  All
capitalized terms used herein without definitions shall have the respective
meanings provided therefor in the Transaction Documents. The term “State,” as
used herein, means the State of Nevada.  All terms defined in the
Uniform Commercial Code of the State and used herein shall have the same
definitions herein as specified therein.  However, if a term is
defined in Article 9 of the Uniform Commercial Code of the State differently
than in another Article of the Uniform Commercial Code of the State, the term
has the meaning specified in Article 9.  The term “Obligations,” as
used herein, means all of the indebtedness under the Note of WEG to the Secured
Party, and the term “Event of Default,” as used herein, means the failure of the
Debtors to pay or perform any of the Obligations as and when due to be paid or
performed under the terms of the Transaction Documents.

     

    2.      
      Grant of Security
Interest.  The Debtors hereby grant to the Secured Party, to
secure the payment and performance in full of all of the Obligations, a security
interest in and so pledges and assigns to the Secured Party the following
properties, assets and rights of the LLC, wherever located, whether now owned or
hereafter acquired or arising, and all proceeds and products thereof (all of the
same being hereinafter called the “Collateral”): (i) all personal and fixture
property of every kind and nature including without limitation all goods
(including inventory, equipment and any accessions thereto), (ii) instruments
(including promissory notes), (iii) documents, (iv) accounts (including notes
receivable, health-care-insurance receivables), (v) chattel paper (whether
tangible or electronic), (vi) deposit accounts, (vii) letter-of-credit rights
(whether or not the letter of credit is evidenced by a writing), (viii)
commercial tort claims, securities and all other investment property, (ix)
supporting obligations, (x) any other contract rights or rights to the payment
of money, (xi) insurance claims and proceeds, (xii) all Equipment of the LLC,
(xiii) all general

     

    intangibles
(including all payment intangibles), (xiv) all of WEG’s interest in and to the
LLC, and (xv) any real property owned by the LLC, including patented and
unpatented mining claims 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 delivered
herewith); provided, however, that notwithstanding anything to the
contrary contained herein, Collateral shall not include: (a) any
Equipment that is subject to a purchase money lien or 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; (c) accounts receivable if
subject to a “factoring” arrangement; (d) assets the subject of a “lock box”
agreement with a bank that has provided financing; (e) minerals and inventory
existing or produced in the future that are subject to “off take” agreements and
“forward sales” contracts or the proceeds therefrom; (f) so long as no uncured
Event of Default is continuing, cash in the LLC’s bank account; and (g) so long
as no Event of Default is continuing, insurance or condemnation claims and
proceeds used for repair or replacement. The Secured Party acknowledges that the
attachment of its security interest in any additional commercial tort claim as
original collateral is subject to the Debtors’ compliance with
Section 5.6.  “Equipment” means all of the LLC’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 with any
Transaction Document or hereafter furnished to the Secured Party by the
Debtors.  Secured Party hereby releases its security interest in
Collateral for sales, replacements and transactions in the ordinary course of
business.

    


    
      
        
           


        

        
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    3.        
    Authorization to File
Financing Statements.  The Debtors hereby irrevocably authorize
the Secured Party at any time and from time to time to file in any filing office
in any Uniform Commercial Code jurisdiction any initial financing statements and
amendments thereto, that (a) indicate the Collateral (i) as all assets of the
LLC and all of WEG’s interest in or to the LLC, or words of similar effect,
regardless of whether any particular asset comprised in the Collateral falls
within the scope of Article 9 of the Uniform Commercial Code of the State or
such jurisdiction, or (ii) as being of an equal or lesser scope or with greater
detail, and (b) provide any other information required by part 5 of Article 9 of
the Uniform Commercial Code of the State, or such other jurisdiction, for the
sufficiency or filing office acceptance of any financing statement or amendment,
including (i) whether the Debtor is an organization, the type of organization
and any organizational identification number issued to the Debtor and, (ii) in
the case of a financing statement filed as a fixture filing or indicating
Collateral as as-extracted collateral or timber to be cut, a sufficient
description of real property to which the Collateral relates. The Debtors agree
to furnish any such information to the Secured Party promptly upon the Secured
Party’s request.

     

    4.     
       Priority of Security
Interests.  In the event that a
third party desires to provide Debtors financing via an investment in or loan to
the LLC secured by the assets of the LLC and/or WEG’s ownership interest in the
LLC, so long as the Note is still outstanding, Secured Party agrees to enter
into an Intercreditor Agreement with such third party (in form and substance
reasonably acceptable to all parties), such that Secured Party and the third
party will share a first priority security interest (subject to the Preexisting
Liens) in pari passu as to One Million Five Hundred Thousand Dollars
($1,500,000) of their respective investment or loan amounts.  An
additional One Million Five Hundred Thousand Dollars ($1,500,000) may be
assigned to such similar priority position in pari passu, so long as (A) title
to the Ashdown Mill has vested in the LLC and (B) Purchaser has made an
additional capital contribution to the LLC of at least Five Hundred Thousand
Dollars ($500,000) in cash (collectively, with the initial $1,500,000, such
amounts being referred to as the “Priority Amount”), and Seller will subordinate
its loan and its security interest in the Collateral as to the balance of any
principal and interest outstanding under the Note.  Further, Seller
agrees to release Collateral for sales and replacements and transactions in the
ordinary course, including, but not limited to, off take agreements and forward
sales contracts.  Seller’s security interest is further subordinated
to Preexisting Liens (as defined in the Purchase Agreement).

    


    
      
        
           


        

        
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    5.      
      Other
Actions.  To further the attachment, perfection and priority
of, and the ability of the Secured Party to enforce, the Secured Party’s
security interest in the Collateral, and without limitation on the Debtors’
other obligations in this Agreement, the Debtors agree, in each case at the
Debtors’ expense, to take the following actions with respect to the following
Collateral:

     

    5.1     
     Promissory Notes and
Tangible Chattel Paper.

     

    a.   
         If the LLC shall at any
time hold or acquire any other promissory notes or tangible chattel paper that
constitute Collateral, the Debtors shall forthwith endorse, assign and deliver
the same to the Secured Party, accompanied by such instruments of transfer or
assignment duly executed in blank as the Secured Party may from time to time
reasonably specify and consistent with the treatment of the Notes described in
Section 5.1 (a) and (b) above.

     

    5.2           b.   
        Collateral in the Possession
of a Bailee.  If any Collateral is at any time in the
possession of a bailee, the LLC shall promptly notify the Secured Party thereof
and, at the Secured Party’s request and option, shall promptly obtain an
acknowledgement from the bailee, in form and substance satisfactory to the
Secured Party, that the bailee holds such Collateral for the benefit of the
Secured Party, and that such bailee agrees to comply, without further consent of
the LLC, with instructions from the Secured Party as to such
Collateral.  The Secured Party agrees with the LLC that the Secured
Party shall not give any such instructions unless an Event of Default has
occurred and is continuing or would occur after taking into account any action
by the LLC with respect to the bailee.

     

    5.3           Other Actions as to Any and
All Collateral.  The Debtors further agree, at the request and
option of the Secured Party, to take any and all other reasonable actions the
Secured Party may determine to be necessary or useful for the attachment,
perfection and priority of, and the ability of the Secured Party to enforce, the
Secured Party’s security interest in WEG’s ownership interest in the LLC and any
and all of the Collateral of the LLC, including, without limitation, (a)
executing, delivering and, where appropriate, filing financing statements and
amendments relating thereto under the Uniform Commercial Code, to the extent, if
any, that the Debtor’s signature thereon is required therefor, (b) causing the
Secured Party’s name to be noted as secured party on any certificate of title
for a titled good if such notation is a condition to attachment, perfection or
priority of, or ability of the Secured Party to enforce, the Secured Party’s
security interest in such Collateral, (c) complying with any provision of any
statute, regulation or treaty of the United States as to any Collateral if
compliance with such provision is a condition to attachment, perfection or
priority of, or ability of the Secured Party to enforce, the Secured Party’s
security interest in such Collateral, (d) obtaining governmental and other third
party waivers, consents and approvals in form and substance satisfactory to
Secured Party, including, without limitation, any consent of any licensor,
lessor or other person obligated on Collateral, (e) obtaining waivers from
mortgagees and landlords in form and substance satisfactory to the Secured Party
and (f) taking all actions under any earlier versions of the Uniform Commercial
Code or under any other law, as reasonably determined by the Secured Party to be
applicable in any relevant Uniform Commercial Code or other jurisdiction,
including any foreign jurisdiction.

     

    6.         
   Relation to Other Security
Documents.  The provisions of this Agreement supplement the
provisions of any real estate mortgages or deed of trusts granted by the LLC to
the Secured Party which secures the payment or performance of any of the
Obligations.  Nothing contained in any such real estate mortgage or
deed of trust shall derogate from any of the rights or remedies of the Secured
Party hereunder.

    


    
      
        
           


        

        
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    7.         
   Representations and
Warranties Concerning Debtors’ Legal Status.    The
Debtors each represent and warrant to the Secured Party as follows: (a) each
Debtor’s exact legal name is that indicated on the signature page hereof, (b)
each Debtor is an organization of the type, and is organized in the jurisdiction
set forth in the preamble of this Agreement and on the signature page hereof,
(c) the signature page hereof accurately sets forth each Debtor’s organizational
identification number, (d) the Purchase Agreement accurately sets forth each
Debtor’s place of business or, if more than one, its chief executive office, as
well as each Debtor’s mailing address, if different, and (e) all other
information set forth herein or in the Transaction Documents concerning either
Debtor’s name, address and/or organizational identification number is accurate
and complete.

     

    8.       
     Covenants Concerning
Debtors’ Legal Status.  Each Debtor covenants with the Secured
Party as follows: (a) without providing at least thirty (30) days prior written
notice to the Secured Party, each Debtor will not change its name, its place of
business or, if more than one, chief executive office, or its mailing address or
organizational identification number if it has one, (b) if either Debtor does
not have an organizational identification number and later obtains one, such
Debtor shall forthwith notify the Secured Party of such organizational
identification number, and (c) neither Debtor will change its type of
organization, jurisdiction of organization or other legal
structure.

     

    9.      
      Representations and
Warranties Concerning Collateral, etc.  Each Debtor further
represents and warrants to the Secured Party as follows: (a) that except as
provided in the Purchase Agreement each Debtor is the owner of its respectively
owned Collateral, free from any right or claim or any person or any adverse
lien, security interest or other encumbrance, except for the security interest
created by this Agreement, and such interests as are set forth in the Schedules
to the Purchase Agreement, (b) none of the Collateral constitutes, or is the
proceeds of, “farm products” as defined in Section 9-102(a)(34) of the Uniform
Commercial Code of the State, (c) none of the account debtors or other persons
obligated on any of the Collateral is a governmental authority covered by the
Federal Assignment of Claims Act or like federal, state or local statute or rule
in respect of such Collateral, and (d) neither Debtor holds a commercial tort
claim except as previously disclosed to the Secured Party.  The LLC
represents that since the date of Closing it has at all times operated its
business in compliance with all applicable provisions of the federal Fair Labor
Standards Act, as amended, and with all applicable provisions of federal, state
and local statutes and ordinances dealing with the control, shipment, storage or
disposal of hazardous materials or substances, and all other information set
forth herein and in any exhibits attached hereto pertaining to the Collateral is
accurate and complete.

     

    10.           Covenants Concerning
Collateral, etc.  The LLC further covenants with the Secured
Party, as regards the assets of
the LLC, as follows: (a) as of the date hereof, the
tangible Collateral, to the extent not delivered to the Secured Party pursuant
to Section 5, is located only in the states and at the address, as identified on
Exhibit B
attached hereto and (i) the LLC 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, and
(ii)  the LLC will not remove the Collateral from such locations,
without providing at least thirty (30) days prior written notice to the Secured
Party, (b) except as otherwise previously disclosed to or known by the Secured
Party, the LLC shall be the owner of the Collateral free from any right or claim
of any other person, lien, security interest or other encumbrance, and the LLC
shall defend the same against all claims and demands of all persons at any time
claiming the same or any interests therein adverse to the Secured Party, (c)
except as allowed in the Purchase Agreement, the LLC shall not pledge, mortgage
or create, or suffer to exist any right of any person in or claim by any person
to the Collateral, or any security interest, lien or encumbrance in the
Collateral in favor of any person other than the Secured Party, (d) the LLC will
keep the Collateral in good order and repair and will not use the same in
violation of law or any policy of insurance thereon, (e) the LLC will permit the
Secured Party, or its designee, to inspect the Collateral at any reasonable
time, wherever located, (f) the LLC will pay promptly when due all taxes,
assessments, governmental charges and levies upon the Collateral or incurred in
connection with the use or operation of such Collateral or incurred in
connection with this Agreement, (g) the LLC will continue to operate, its
business in compliance with all applicable provisions of the federal Fair Labor
Standards Act, as amended, and with all applicable provisions of federal, state
and local statutes and ordinances dealing with the control, shipment, storage or
disposal of hazardous materials or substances, and (h) the LLC will not sell or
otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or
any interest therein except for (i) approved by Secured Party in advance, (ii)
sales of inventory in the ordinary course of business, (iii) replacement in the
ordinary course or upon casualty; or (iv) as otherwise allowed herein or in the
Purchase Agreement.

    


    
      
        
           


        

        
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    11.           Collateral Protection
Expenses; Preservation of Collateral.  In the Secured Party’s
discretion, if the Debtors fail to do so after written notice and a minimum of
ten (10) business days to cure, and if the cure cannot be completed within that
time, a reasonable time thereafter, the Secured Party may discharge taxes and
other encumbrances at any time levied or placed on any of the Collateral,
maintain any of the Collateral, make repairs thereto and pay any necessary
filing fees or insurance premiums.  The Debtors agree to reimburse the
Secured Party on demand for all expenditures so made.  The Secured
Party shall have no obligation to the Debtors to make any such expenditures, nor
shall the making thereof be construed as the waiver or cure of any Default or
Event of Default.

     

    12.           Securities and
Deposits.  The Secured Party may at any time after written
notice of default and Debtor’s opportunity to cure a Default and Event of
Default, at its option, transfer to itself or any nominee any securities
constituting Collateral, receive any income thereon and hold such income as
additional Collateral or apply it to the Obligations. Whether or not any
Obligations are due, the Secured Party may following and during the continuance
of a Default and Event of Default demand, sue for, collect, or make any
settlement or compromise which it deems desirable with respect to the
Collateral.

     

    13.           Notification to Account
Debtors and Other Persons Obligated on Collateral.  If after
written notice of the default and Debtor’s opportunity to cure an Event of
Default shall be continuing, the LLC shall, at the written request and option of
the Secured Party, notify account debtors and other persons obligated on any of
the Collateral of the security interest of the Secured Party in any account,
chattel paper, general intangible, instrument or other Collateral and that
payment thereof is to be made directly to the Secured Party or to any financial
institution designated by the Secured Party as the Secured Party’s agent
therefor, and the Secured Party may itself, if a Default or an Event of Default
shall have occurred and be continuing, without notice to or demand upon the
Debtors, so notify account debtors and other persons obligated on Collateral.
The Secured Party shall apply the proceeds of collection of accounts, chattel
paper, general intangibles, instruments and other Collateral received by the
Secured Party to the Obligations, such proceeds to be immediately credited after
final payment in cash or other immediately available funds of the items giving
rise to them.

     

    14.           Power of
Attorney.

     

    Appointment and Powers of
Secured Party.  Each Debtor individually, and both Debtors
collectively, hereby irrevocably constitute and appoint the Secured Party and
any officer or agent thereof, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of the Debtors or in the
Secured Party’s own name  , to do the following only:

     

    to the
extent that the Debtors’ authorization given in Section 3 is not sufficient, and
upon Debtors’ failure to do so on written request, to file such financing
statements with respect hereto, with or without the Debtor’s signature, or a
photocopy of this Agreement in substitution for a financing statement, as the
Secured Party may deem appropriate and to execute in the Debtors’ name such
financing statements and amendments thereto and continuation statements which
may require the Debtors’ signature.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    15.           Rights and
Remedies.  If an Event of Default shall have occurred and be
continuing after providing Debtors with written notice and an opportunity to
cure, the Secured Party shall have the rights and remedies of a secured party
under the Uniform Commercial Code of the State.  The Secured Party may
in its discretion require the Debtors to assemble all or any part of the
Collateral at such location or locations within the jurisdiction(s) of the
Debtors’ principal office(s) or at such other locations as the Secured Party may
reasonably designate.  Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Secured Party shall give to the Debtors at least five
business days prior written notice of the time and place of any public sale of
Collateral or of the time after which any private sale or any other intended
disposition is to be made.  Notwithstanding anything herein to the
contrary, it is understood and Secured Party agrees and acknowledges that in an
Event of Default, Secured Party's sole recourse for any default under the Note
or this Agreement shall be the Collateral as set forth herein without
deficiency, and without recourse to WEG, its successors, or their respective
assets other than the LLC Membership Interest.

     

    16.           No Waiver by Secured Party,
etc.  No reasonable delay or omission on the part of the
Secured Party in exercising any right or remedy shall operate as a waiver of
such right or remedy or any other right or remedy. A waiver on any one occasion
shall not be construed as a bar to or waiver of any right or remedy on any
future occasion. All rights and remedies of the Secured Party with respect to
the Obligations or the Collateral, whether evidenced hereby or by any other
instrument or papers, shall be cumulative and may be exercised singularly,
alternatively, successively or concurrently at such time or at such times as the
Secured Party deems expedient.

     

    17.           Proceeds of Dispositions;
Expenses. The LLC shall pay to the Secured Party on demand any and all
expenses, including reasonable attorneys’ fees and disbursements, incurred or
paid by the Secured Party in protecting, preserving or enforcing the Secured
Party’s rights and remedies under or in respect of any of the Obligations or any
of the Collateral. After deducting all of said expenses, the residue of any
proceeds of collection or sale or other disposition of the Collateral shall, to
the extent actually received in cash, be applied to the payment of the
Obligations in such order or preference as the Secured Party may determine,
proper allowance and provision being made for any Obligations not then due. Upon
the final payment and satisfaction in full of all of the Obligations and after
making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the
Uniform Commercial Code of the State, any excess shall be returned to the
Debtor. In the absence of final payment and satisfaction in full of all of the
Obligations, the Debtors shall in no circumstances remain liable for any
deficiency as the obligations under the Note, Security Agreement and Deed of
Trust are limited recourse to WEG with the Secured Party’s sole recourse being
to the Collateral.

     

    18.           Governing Law; Consent to
Jurisdiction.  THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A
SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEVADA.  The Debtors agree that any action or
claim arising out of, or any dispute in connection with, this Agreement, any
rights, remedies, obligations, or duties hereunder, or the performance or
enforcement hereof or thereof, may be brought in the courts of the State or any
federal court sitting therein and consents to the non-exclusive jurisdiction of
such court and to service of process in any such suit being made upon the
Debtors by mail at the address specified in the Purchase
Agreement.  The Debtors hereby waive any objection that it may now or
hereafter have to the venue of any such suit or any such court or that such suit
is brought in an inconvenient court.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    19.           Miscellaneous.  The
headings of each section of this Agreement are for convenience only and shall
not define or limit the provisions thereof. This Agreement and all rights and
obligations hereunder shall be binding upon each Debtor and its respective
successors and assigns, and shall inure to the benefit of the Secured Party and
its successors and assigns.  If any term of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity of all other terms
hereof shall in no way be affected thereby, and this Agreement shall be
construed and be enforceable as if such invalid, illegal or unenforceable term
had not been included herein.  The Debtors acknowledge receipt of a
copy of this Agreement.

     

    


    [SIGNATURE
PAGE IMMEDIATELY FOLLOWS]

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, intending to be legally bound, the Debtors have caused this
Agreement to be duly executed as of the date first above written.

     

    


    DEBTOR:

    


    WIN-ELDRICH
GOLD, INC., a Nevada corporation

    Organizational
Identification No.: C585-1989

    


    


    By:       /s/ Perry D.
Muller                                          
        

    Name:  Perry D. Muller                                                   
     

    Title:    President                                                             
     

    


    


    DEBTOR:

    


    ASHDOWN
PROJECT, LLC, a Nevada limited liability company

    Organization
Identification No.: E0716882006-9

    MANAGEMENT
COMMITTEE:

    


    


    
      
        	
                /s/
      David A. Caldwell

              	 
      	
                /s/
      Pete Winn

              	 
      
	
                Name:   David
      A. Caldwell

              	 
      	
                Name:  Pete
      Winn

              	 
      
	
                Title:     Member
      of Management Committee

              	 
      	
                Title:   
      Member of Management Committee

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                /s/
      Donald Prahl

              	 
      	
                /s/
      Perry Muller

              	 
      
	
                Name:  Donald
      Prahl

              	 
      	
                Name:  Perry
      Muller

              	 
      
	
                Title:    Member
      of Management Committee

              	 
      	
                Title:    Member
      of Management Committee

              	 
      


      

    

    


     

    Accepted:

    


    


    SECURED PARTY:

    


    


    GOLDEN
PHOENIX MINERALS, INC.,

    a
Nevada corporation

     

    


    By:     /s/ Dave A.
Caldwell                                       
          

    Name:  Dave A.
Caldwell                                                     


    Title:  Chief Executive
Officer                                             


    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

    Form of
Endorsement

     

    


     

    
      
        	
                PAY
      TO THE ORDER OF GOLDEN PHOENIX MINERALS,
INC.

              


      

    

    


    
      
        	
                By:

              	
                ASHDOWN
      PROJECT, LLC, a Nevada limited liability
company

              


      

    

    


    


    By:                                                                           

    Title:                                                                      
 

    Date:                                                              
         

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

    


    Location of
Collateral

    


    


    


     

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

    


    DEED
OF TRUST

     

     

     

     

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
              A.P.
      N.:      

               

               

            
	
              Escrow
      No.:

               

            
	 
      
	
              When
      recorded mail to:

            
	
              Golden
      Phoenix Minerals, Inc.

              1675
      East Prater Way, #102

              Sparks,
      NV  89434

                 

               

            
	 
      


    

     

    SHORT
FORM DEED OF TRUST AND ASSIGNMENT OF RENTS

     

    This Deed of Trust, made this
15th day of May, 2009, between, ASHDOWN PROJECT, LLC. herein called GRANTOR OR TRUSTOR whose
address is P.O. Box 3540, Silver Springs, NV 89429, NEVADA TITLE COMPANY, a
Nevada Corporation, herein called TRUSTEE, and GOLDEN PHOENIX
MINERALS, INC., a Nevada corporation herein called BENEFICIARY, whose address is
1675 East Prater Way, #102, Sparks, NV 89434.

     

    Witnesseth:  That
Trustor IRREVOCABLY GRANTS,
TRANSFERS AND SIGNS TO TRUSTEE IN TRUST, WITH POWER OF SALE, that
property in Humboldt County, Nevada, described as:

    


    SEE
LEGAL DESCRIPTION ATTACHED HERETO

    AND
MADE A PART HEREOF AS EXHIBIT "A".

    


    TOGETHER
WITH all and singular the tenements, hereditaments and appurtenances thereunto
belonging or in anywise appertaining.

    


    TOGETHER
WITH the rents, issues and profits thereof, reserving the right to collect and
use the same except during continuance of some default hereunder and during
continuance of such default authorizing Beneficiary to collect and enforce the
same by any lawful means in the name of any party hereto.

    


    For the
Purpose of Securing:  1. Performance of each agreement of Trustor or
its managing member, Win-Eldrich Gold, Inc. (“WEG”) incorporated by reference or
contained herein.  2. Payment of the indebtedness evidenced by one
promissory note of even date herewith, and any extension or renewal thereof, in
the principal sum of $5,300,000.00 executed by WEG in favor of Beneficiary or
order.  3. Payment of such additional sums as may hereafter be
advanced for the account of Trustor or Assigns by Beneficiary with interest
thereon.

    


    To
Protect the Security of this Deed of Trust, Trustor Agrees:  By the
execution and delivery of this Deed of Trust and the note secured hereby, that
provisions (1) to (16) inclusive of the Deed of Trust recorded in the Book and
at the page, or Document No.  of Official Records in the Office of the
county recorder of the county where said property is located, noted below
opposite the name of such county, viz:

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Each of
those Unpatented Mining Claims forth in Exhibit A to that certain Contribution
Agreement by and between WEG and Trustor dated September 28, 2006, including the
Claim Name, Date of Location, Humboldt County Book/Page and NMC Serial Number
set forth therein.

    


    (which
provisions, identical in all counties, are printed on the reverse hereof) hereby
are adopted and incorporated herein and made a part hereof as fully as though
set forth herein at length; that he will observe and perform said provisions,
and that the references to property, obligations, and parties in said provisions
shall be construed to refer to the property, obligations, and parties set forth
in the Deed of Trust.

    


    The parties agree that with respect to
provision 16, the amount of fire insurance required by covenant 2 shall be an
amount reasonable and customary for like properties in like industries and with
respect to attorney's fees provided by for covenant 7 the percentage shall be
reasonable as determined by a court with jurisdiction.

    


    The undersigned Trustor requests that a
copy of any Notice of Default and of any Notice of Sale hereunder be mailed to
him at his address herein above set forth.

     

    


    


    


    


    [SIGNATURES
ARE ON FOLLOWING PAGE]

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, this instrument has been executed, on the date first set forth
above.

    


    GRANTOR/TRUSTOR:

    


    ASHDOWN
PROJECT, LLC

    MANAGEMENT
COMMITTEE:

    


    
      
        	
                /s/
      David A. Caldwell

              	 
      	
                /s/
      Peter S. Winn

              	 
      
	
                Name:   David
      A. Caldwell

              	 
      	
                Name:  Peter
      S. Winn

              	 
      
	
                Title:     Member
      of Management Committee

              	 
      	
                Title:  
       Member of Management Committee

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                /s/
      Donald Prahl

              	 
      	
                /s/
      Perry Muller

              	
                 

              
	
                Name:  
      Donald Prahl

              	 
      	
                Name:  Perry
      Muller

              	 
      
	
                Title:   
       Member of Management Committee

              	 
      	
                Title:    Member
      of Management Committee

              	 
      


      

    

    


    BENEFICIARY:

    GOLDEN
PHOENIX MINERALS, INC.

    


    /s/ David A.
Caldwell                                                                                             
                                                                

    Name: 
David A. Caldwell

    Title:    President

    Address: 
1675 East Prater Way, #102

      Sparks, NV
89434

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
“A”

     

    


    
      
        
          
            
              
                
                  
                    
                      	
                            	
                               

                            	
                              Humboldt County

                            	
                              NMC
  Serial

                            
	
                              Claim
      Number

                            	      
                              Date of
      Location

                            	
                              Book/Page
      Number

                            	
                              Number

                            
	 
      	 
      	 
      	 
      
	
                              MISSY 13

                            	
                              1/10/1980

                            	
                              133/686

                            	
                              142990

                            
	
                              MISSY 14

                            	
                              1/10/1980

                            	
                              133/687

                            	
                              142991

                            
	
                              AD 4

                            	
                              2/11/1980

                            	
                              135/122

                            	
                              147898

                            
	
                              AD 5

                            	
                              2/11/1980

                            	
                              135/123

                            	
                              147899

                            
	
                              AD 6

                            	
                              2/11/1980

                            	
                              135/124

                            	
                              147900

                            
	
                              AD 11

                            	
                              2/11/1980

                            	
                              135/129

                            	
                              147905

                            
	
                              AD 12

                            	
                              2/11/1980

                            	
                              135/130

                            	
                              147906

                            
	
                              AD 13

                            	
                              2/11/1980

                            	
                              135/131

                            	
                              147907

                            
	
                              AD 14

                            	
                              2/11/1980

                            	
                              135/132

                            	
                              147908

                            
	
                              AD 15

                            	
                              2/11/1980

                            	
                              135/133

                            	
                              147909

                            
	
                              AD 20

                            	
                              2/11/1980

                            	
                              135/138

                            	
                              147914

                            
	
                              AD 35

                            	
                              2/11/1980

                            	
                              135/153

                            	
                              147929

                            
	
                              AD 68

                            	
                              2/11/1980

                            	
                              135/186

                            	
                              147962

                            
	
                              AD 69

                            	
                              2/11/1980

                            	
                              135/187

                            	
                              147963

                            
	
                              AD 96

                            	
                              2/11/1980

                            	
                              135/214

                            	
                              147990

                            
	
                              AD 97

                            	
                              2/11/1980

                            	
                              135/215

                            	
                              147991

                            
	
                              AD 98

                            	
                              2/11/1980

                            	
                              135/216

                            	
                              147992

                            
	
                              AD 99

                            	
                              2/11/1980

                            	
                              135/217

                            	
                              147993

                            
	
                              AD 100

                            	
                              2/11/1980

                            	
                              135/218

                            	
                              147994

                            
	
                              AD 101

                            	
                              2/11/1980

                            	
                              135/219

                            	
                              147995

                            
	
                              WESTWATER
46

                            	
                              5/7/1987

                            	
                              232/ 47

                            	
                              407620

                            
	
                              WESTWATER
47

                            	
                              5/11/1987

                            	
                              232/48

                            	
                               407621

                            
	
                              WESTWATER
48

                            	
                              5/11/1987

                            	
                              232/ 49

                            	
                              407622

                            
	
                              WESTWATER
49

                            	
                              5/11/1987

                            	
                              232/50

                            	
                              407623

                            
	
                              WESTWATER
50

                            	
                              5/12/1987

                            	
                              232/51

                            	
                              407624

                            
	
                              WESTWATER
51

                            	
                              5/12/1987

                            	
                              232/52

                            	
                              407625

                            
	
                              WESTWATER
52

                            	
                              5/12/1987

                            	
                              232/53

                            	
                              407626

                            
	
                              WEG 12

                            	
                              4/23/1989

                            	
                              274/422

                            	
                              554208

                            
	
                              WEG 13

                            	
                              4/23/1989

                            	
                              274/423

                            	
                              554209

                            
	
                              AD 21B

                            	
                              11/17/1989

                            	
                              282/318

                            	
                              576659

                            
	
                              AD 22B

                            	
                              11/17/1989

                            	
                              282/319

                            	
                              576660

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            
              	
                      AD 23B

                    	
                      11/17/1989

                    	
                      282/320

                    	
                       576661

                    
	
                      AD 24B

                    	
                      11/17/1989

                    	
                      282/321

                    	
                       576662

                    
	
                      AD 29B

                    	
                      11/17/1989

                    	
                      282/326

                    	
                       576667

                    
	
                      AD 30B

                    	
                      11/17/1989

                    	
                      282/327

                    	
                       576668

                    
	
                      AD 31B

                    	
                      11/17/1989

                    	
                      282/328

                    	
                       576669

                    
	
                      AD 36B

                    	
                      11/17/1989

                    	
                      282/329

                    	
                       576670

                    
	
                      AD 37B

                    	
                      11/17/1989

                    	
                      282/330

                    	
                       576671

                    
	
                      AD 38B

                    	
                      11/17/1989

                    	
                      282/331

                    	
                       576672

                    
	
                      AD 39B

                    	
                      11/17/1989

                    	
                      282/332

                    	
                       576673

                    
	
                      AD 40B

                    	
                      11/17/1989

                    	
                      282/333

                    	
                       576674

                    
	
                      AD 41B

                    	
                      11/17/1989

                    	
                      282/334

                    	
                       576675

                    
	
                      AD 42B

                    	
                      11/17/1989

                    	
                      282/335

                    	
                       576676

                    
	
                      AD 43B

                    	
                      11/17/1989

                    	
                      282/336

                    	
                       576677

                    
	
                      AD 44B

                    	
                      11/17/1989

                    	
                      282/337

                    	
                       576678

                    
	
                      AD 45B

                    	
                      11/17/1989

                    	
                      282/338

                    	
                       576679

                    
	
                      AD 46B

                    	
                      11/17/1989

                    	
                      282/339

                    	
                       576680

                    
	
                      AD 47B

                    	
                      11/17/1989

                    	
                      282/340

                    	
                       576681

                    
	
                      AD 48B

                    	
                      11/17/1989

                    	
                      282/341

                    	
                       576682

                    
	
                      AD 49B

                    	
                      11/17/1989

                    	
                      282/342

                    	
                       576683

                    
	
                      AD 54B

                    	
                      11/17/1989

                    	
                      282/343

                    	
                       576684

                    
	
                      AD 55B

                    	
                      11/17/1989

                    	
                      282/344

                    	
                       576685

                    
	
                      AD 56B

                    	
                      11/17/1989

                    	
                      282/345

                    	
                       576686

                    
	
                      AD 57B

                    	
                      11/17/1989

                    	
                      282/346

                    	
                       576687

                    
	
                      AD 58B

                    	
                      11/17/1989

                    	
                      282/347

                    	
                       576688

                    
	
                      AD 59B

                    	
                      11/17/1989

                    	
                      282/348

                    	
                       576689

                    
	
                      AD 60B

                    	
                      11/17/1989

                    	
                      282/349

                    	
                       576690

                    
	
                      AD 61B

                    	
                      11/17/1989

                    	
                      282/350

                    	
                       576691

                    
	
                      AD 62B

                    	
                      11/17/1989

                    	
                      282/351

                    	
                       576692

                    
	
                      AD 63B

                    	
                      11/17/1989

                    	
                      282/352

                    	
                       576693

                    
	
                      AD 65B

                    	
                      11/17/1989

                    	
                      282/354

                    	
                      576695

                    
	
                      AD 66B

                    	
                      11/17/1989

                    	
                      282/355

                    	
                      576696

                    
	
                      AD 67B

                    	
                      11/17/1989

                    	
                      282/356

                    	
                      576697

                    
	
                      AD 70B

                    	
                      11/17/1989

                    	
                      282/357

                    	
                      576698

                    
	
                      AD 71B

                    	
                      11/17/1989

                    	
                      282/358

                    	
                      576699

                    
	
                      AD 74B

                    	
                      11/17/1989

                    	
                      282/361

                    	
                      576702

                    
	
                      AD 75B

                    	
                      11/17/1989

                    	
                      282/362

                    	
                      576703

                    
	
                      AD 76B

                    	
                      11/17/1989

                    	
                      282/363

                    	
                      576704

                    
	
                      AD 77B

                    	
                      11/17/1989

                    	
                      282/364

                    	
                      576705

                    
	
                      AD 78B

                    	
                      11/17/1989

                    	
                      282/365

                    	
                      576706

                    
	
                      AD 79B

                    	
                      11/17/1989

                    	
                      282/366

                    	
                      576707

                    
	
                      AD 80B

                    	
                      11/17/1989

                    	
                      282/367

                    	
                      576708

                    
	
                      AD 81B

                    	
                      11/17/1989

                    	
                      282/368

                    	
                      576709

                    


            

          

        

      

    

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      
        
          
            	
                    AD 92B

                  	
                    11/17/1989

                  	
                    282/372

                  	
                    576713

                  
	
                    AD 93B

                  	
                    11/17/1989

                  	
                    282/373

                  	
                    576714

                  
	
                    AD 94B

                  	
                    11/17/1989

                  	
                    282/374

                  	
                    576715

                  
	
                    AD 95B

                  	
                    11/17/1989

                  	
                    282/375

                  	
                    576716

                  
	
                    MISSY 1B

                  	
                    11/17/1989

                  	
                    282/376

                  	
                    576717

                  
	
                    MISSY 2B

                  	
                    11/17/1989

                  	
                    282/377

                  	
                    576718

                  
	
                    MISSY 3B

                  	
                    11/17/1989

                  	
                    282/378

                  	
                    576719

                  
	
                    MISSY 4B

                  	
                    11/17/1989

                  	
                    282/379

                  	
                    576720

                  
	
                    MISSY 5B

                  	
                    11/17/1989

                  	
                    282/380

                  	
                    576721

                  
	
                    MISSY 6B

                  	
                    11/17/1989

                  	
                    282/381

                  	
                    576722

                  
	
                    MISSY 7B

                  	
                    11/17/1989

                  	
                    282/382

                  	
                    576723

                  
	
                    MISSY 8B

                  	
                    11/17/1989

                  	
                    282/383

                  	
                    576724

                  
	
                    MISSY 9B

                  	
                    11/17/1989

                  	
                    282/384

                  	
                    576725

                  
	
                    MISSY lIB

                  	
                    11/17/1989

                  	
                    282/386

                  	
                    576727

                  
	
                    AD 64C

                  	
                    3/20/1990

                  	
                    288/81

                  	
                    592290

                  
	
                    AD 72C

                  	
                    3/20/1990

                  	
                    288/82

                  	
                    592291

                  
	
                    AD 73C

                  	
                    3/20/1990

                  	
                    288/83

                  	
                    592292

                  
	
                    WESTWATER 1

                  	
                    11/25/1992

                  	
                    319/ 7

                  	
                    676034

                  
	
                    WESTWATER 2

                  	
                    11/25/1992

                  	
                    319/ 8

                  	
                    676035

                  
	
                    WESTWATER 3

                  	
                    11/25/1992

                  	
                    319/ 9

                  	
                    676036

                  
	
                    WESTWATER 4

                  	
                    11/25/1992

                  	
                    319/ 10

                  	
                    676037

                  
	
                    WESTWATER 5

                  	
                    11/25/1992

                  	
                    319/11

                  	
                    676038

                  
	
                    WESTWATER 6

                  	
                    11/25/1992

                  	
                    319/12

                  	
                    676039

                  
	
                    WESTWATER
10

                  	
                    11/25/1992

                  	
                    319/16

                  	
                    676043

                  
	
                    WESTWATER
11

                  	
                    11/25/1992

                  	
                    319/17

                  	
                    676044

                  
	
                    WESTWATER
12

                  	
                    11/25/1992

                  	
                    319/18

                  	
                    676045

                  
	
                    WESTWATER
15

                  	
                    11/25/1992

                  	
                    319/27

                  	
                    676048

                  
	
                    WESTWATER
17

                  	
                    11/25/1992

                  	
                    319/29

                  	
                    676050

                  


          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    DO
NOT RECORD

    


    The
following is a copy of provisions (1) to (16) inclusive, of the Deed of Trust,
recorded in each county in Nevada, as stated in the foregoing Deed of Trust and
incorporated by reference in said Deed of Trust as being part other of as if set
forth at length therein.

    


    To
Protect the Security of This Deed of Trust, Trustor Agrees:

    


    1. To
properly care for and keep said property in good condition and repair; not to
remove or demolish any building thereon; to complete in good and workmanlike
manner any building which may be constructed thereon, and to pay when due all
claims for labor performed and materials furnished therefor; to comply with all
laws,  ordinances  and  regulations requiring any
alterations or improvements to be made  thereon; not to commit or
permit any  waste  thereof; not to commit suffer or permit
any act to be done in or  upon said property in violation of law; to
cultivate, irrigate,
fertilize,  fumigate,  prune  and/or do any other
act or acts, all in a timely proper manner, which, from the character or use of
said property, maybe reasonable necessary, the
specific   enumeration's herein not excluding the
general.

    2. The
Grantor agrees to pay
and discharge all costs, fees and expenses of these Trusts, including costs of
evidence of title and Trustee's fees in connection with sale, whether completed
or not, which amounts shall become due upon delivery to Trustee of Declaration
of Default and Demand for sale, as hereinafter provided.

    3. The
amount collected under any fire insurance policy shall be credited: first, to
accrued interest; next to expenditures hereunder; and any remainder upon the
principal, and interest shall thereupon cease upon the amount so
credited  upon principal provided, however, that at
the  option  of  the Beneficiary,  the
entire amount collected under the policies or any part thereof  may
be  released to the Grantor, without liability
upon the Trustee for such release.

    4. The
Grantor promises and
agrees that if, during the existence of the Trust there be commenced or pending
any suit or action affecting said conveyed premises, or any part thereof, of the
title thereto, or if any adverse claim for or against said premises, or any part
thereof, be made or asserted, he will appear in and defend any such matter
purporting to affect the security and will pay all costs and damages arising
because of such action.

    5. Any
award of damages in connection with any condemnation for public
use  of or injury to any property or any part thereof is hereby
assigned and shall be paid to Beneficiary, who may apply or release such moneys
received by him in the same manner and with the same affect as herein provided
for disposition of proceeds of insurance.

    6.
Trustee shall be under no obligation to notify any party hereto of any pending
sale hereunder or action or proceeding of any kind in which Grantor, Beneficiary and/or
Trustee shall be named as defendant, unless brought by Trustee.

    7.
Acceptance by Beneficiary of any sum in payment of any indebtedness secured
hereby, after the date when the same is due, shall not constitute a waiver of
the right either to require prompt payment, when due, of all other sums so
secured or to declare default as herein provided for failure so to
pay.

    8.
Trustee may, at any time, or from time to time, without liability therefor and
without notice, upon written request of Beneficiary and presentation of this
Deed of Trust and the notes secured hereby for endorsement; and without
affecting the personal liability of
any  person  for  payment  of  the
indebtedness secured hereby for the effect of this Deed of Trust upon the
remainder of said property; reconvey any part of said property, consent in
writing to the making of any map or plan thereof; join in granting any easement
thereon; or join in any extension agreement or subordination agreement in
connection herewith.

    9. Upon
receipt of written request from Beneficiary reciting that all sums secured
hereby have been paid and upon surrender of this Deed and said note to Trustee
for cancellation and retention and upon payment of its fees, the Trustee shall
reconvey without warranty the property then held hereunder. The recitals in such
reconveyance of any matters of fact shall be conclusive proof of the truth
thereof.   The Grantee in such reconveyance may be
described  in general terms as "the person or persons legally entitled
thereto", and Trustee is authorized to retain this Deed of Trust and
note.

    10. (a)
Should default be made by Grantor in payment of any
indebtedness secured hereby and/or in performance of any agreement herein, then
Beneficiary may declare all sums secured hereby immediately due by delivery
to  Trustee of written declaration of default and demand for sale and
of written notice of default and election to cause said property to be sold
(which notice Trustee shall cause to be filed for record) and shall surrender to
Trustee this Deed, the notes and all documents evidencing any expenditure
secured hereby.

    (b) After three months shall have
elapsed following recordation  of  any such notice of
default, Trustee shall sell property at such time and  at such place
in the State of Nevada as the Trustee, in its sole discretion, shall deem
best  to accomplish the objects of these  Trusts, having
first given notice of such  sale  as then required by law.
Place of sale may be either in the county in  which  the
property to be  sold, or any part thereof, is situated
or  at any office  of  the Trustee located in the
State of Nevada.

    (c) The Grantor, Pledger and Mortgagor
of the personal property herein pledged and/or mortgaged waives any and all
other demands or notices as conditions precedent to sale of such
personalty.

    (d) Trustee may postpone sale of all,
or any portion, of said property by public announcement at the time fixed by
said notice of sale and may thereafter postpone said sale from time to time by
public announcement at the time previously appointed.

    (e) At the time of sale so fixed,
Trustee may sell the property so advertised or any part thereof, either as a
whole or
in  separate  parcels  at  its  sole
discretion, at public auction, to the highest bidder for cash in lawful money of
the United States, payable at time of sale and shall deliver to such purchaser a
deed conveying the property so sold but without covenant or warranty, express or
implied, Grantor hereby
agrees to surrender, immediately and without demand, possession of said property
to such purchaser.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    11.
Trustee shall apply the proceeds of any such sale to payment of: expenses of
sale and all charges and expenses of Trustee and of these Trusts, including cost
of evidence of title and Trustee's fee in connection with sale; all sums
expended under the terms  hereof, not then  repaid, with
accrued interest at the rate of ten percent (10%) per annum; all other sums then
secured hereby, and the remainder, if any, to the person or persons legally
entitled thereto.

    12. The
Beneficiary or assigns may, at any time, by instrument in writing appoint a
successor or successors to the Trustee named herein or acting hereunder, which
instrument, executed and acknowledged by beneficiary, and recorded in the Office
of the County Recorder of the County or Counties wherein said property is
situated, shall be conclusive proof of the proper substitution of such successor
or trustee, who shall have all the estate, powers, duties and trusts in the
premises vested in or conferred on the original Trustee. If there be more than
one Trustee, either may act alone and execute the Trusts upon the request of the
Beneficiary and his acts shall be deemed to be the acts of all Trustees, and the
recital in any conveyance executed by such sole trustee of such requests shall
be conclusive evidence thereof, and of the authority of such sole Trustee to
act.

    13. This
Deed of Trust applies to, inures to the. benefit of, and binds all parties
hereto, their heirs, legatees, devisees, administrators, executors, successors
and assigns.

    14.
Trustee accepts these trusts when this Deed of Trust, duly executed and
acknowledged, is made a public record as provided by law.

    15. In
this Deed of Trust, whenever the context so requires, the masculine gender
includes the feminine and/or neuter, and the singular number includes the
plural, and the term Beneficiary shall include any further holder, including
pledgees, of the note secured hereby.

    16. Where
not inconsistent with the above, the following covenants, No.
1;2  ($____________); 3;4 (the same as the note secured hereby) 5;6;7
(reasonable as determined by a court with jurisdiction);8; of NRS 107.030 are
hereby adopted and made a part of this Deed of Trust.

     

     

    DO
NOT RECORD

     

    


    REQUEST
FOR FULL RECONVEYANCE

    to
be used only when note has been paid

    


    
      	
              To
      NEVADA TITLE
      COMPANY, Trustee:

            	
              Dated:

            	 
      


    

    The
undersigned is the legal owner and holder of
all  indebtedness  secured  by  the  within  Deed
of Trust.  All sums secured by said Deed of Trust have been fully paid
and satisfied; and you are hereby requested and directed, on payment to you of
any sums owing to you under the terms of said Deed of Trust to cancel all
evidences of indebtedness, secured by this Deed of Trust, delivered to you
herewith together with said Deed of Trust, and to reconvey, without warranty, to
the parties designated by the terms of said Deed of Trust, the estate now held
by you under the same.

     

    


    MAIL
RECONVEYANCE TO:

     

    
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      


    

    


    Do
not lose or destroy this Deed of Trust OR THE NOTE which it secures. Both must
be

    delivered
to the Trustee for cancellation before reconveyance will be made.

    


    


    


    


    


    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
D

    


    SETTLEMENT
AND RELEASE AGREEMENT

     

     

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    MUTUAL RELEASE
AGREEMENT

    


    This Mutual Release Agreement (the
“Agreement”) is made and entered into as of May 13, 2009 (the “Effective
Date”), by and between Golden Phoenix Minerals, Inc., a Nevada corporation and
all of its parent or subsidiary companies, as applicable (collectively, “GPXM”)
and Win-Eldrich Gold, Inc., a Nevada corporation and all of its parent or
subsidiary companies, as applicable (collectively, “WEG”) and Ashdown Project
LLC as to the releases herein.

     

    


    RECITALS
AND DEFINITIONS

    


    A.           The
term “Agents” shall mean, including but not limited to: agents, employees,
associates, representatives, attorneys, affiliates, officers, directors,
members, managing members, shareholders, partners, successors, assigns,
insurers, executors, administrators, beneficiaries, estates, spouses and heirs,
as the case may be;

    


    B.           The
term “Claims” shall mean, including but not limited to: all claims, demands,
actions, causes of action, contentions, rights, debts, liabilities, accounts,
obligations, duties, promises, costs, expenses (including, but not limited to
attorney's fees), liens, subrogation rights, indemnification rights, damages and
losses of any kind or nature whatsoever;

    


    C.           On
or about September 26, 2006, the parties caused to be filed Articles of
Organization for Ashdown Project, LLC (the “Ashdown LLC”).  Pursuant
to that certain Operating Agreement dated September 28, 2006 of the Ashdown LLC
(“Operating Agreement”), the members of the company are GPXM, owning an initial
membership interest constituting sixty percent (60%), and WEG, owning an initial
membership interest constituting forty percent (40%);

    


    D.           Since
the formation of the Ashdown LLC, WEG and GPXM have each alleged numerous claims
and breaches of the Operating Agreement and that certain Side Letter dated
September 26, 2006 (the “Side Letter”) against each other.  The
disputes of the parties arising from or related to the Operating Agreement, the
Side Letter, the Ashdown LLC or mine or properties related to the Ashdown LLC
shall collectively be referred to herein as the “Disputes.”

    


    E.           The
parties negotiated certain terms by which WEG will purchase all of GPXM’s
interest in and to the Ashdown LLC.  Among those terms agreed to, WEG
will pay GPXM the aggregate purchase price of Five Million Three Hundred
Thousand Dollars ($5,300,000) to be evidenced by a secured promissory note, and
grant GPXM a security interest in the assets of, and in WEG’s interest in, the
Ashdown LLC, to be evidenced by a security agreement and deed of
trust.  Further, as additional consideration for entering into the
above-referenced transaction, each party agreed to release the other (and
Ashdown LLC) from any Claims related to the Disputes; and

    


    F.           Therefore, the parties hereto desire to
settle the Disputes, all claims, disputes, and controversies between them
arising out of the Operating Agreement, and all other agreements, side letter
agreements, arrangements, whether oral or written, arising out of or in
connection with the Ashdown LLC or the mine or properties related to the Ashdown
LLC.

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    AGREEMENT

    


    In consideration of the mutual
covenants set forth in this Agreement and other consideration, including that
set forth in the Recitals, the receipt and sufficiency of which is hereby
acknowledged, subject to the conditions contained herein, the parties agree as
follows:

    


    1.      
      In
General.  This Agreement is entered into by the parties in
compromise of disputes and claims.  Nothing contained in this
Agreement shall be construed as an admission of liability on the part of any of
the parties, by whom liability is expressly denied.

    


    2.       
     Operating
Agreement.  Pursuant to the terms of the Operating Agreement
and the Purchase Agreement, upon the withdrawal of a Member (as that term is
defined therein), the parties acknowledge and agree that GPXM will no longer be
a party to the Operating Agreement, effective as of the Closing, as defined in
the Purchase Agreement.

    


    3.       
     No
Disparagement.  The parties agree to treat each other
respectfully and professionally and not to disparage the other party, and the
other parties’ Agents, in any manner likely to be harmful to them or their
business, business reputation or personal reputation; provided that the parties
will respond accurately and fully to any question, inquiry or request for
information when required by the legal process.

    


    4.       
     Mutual
Releases.

    


    (a)           Release by
WEG.  Effective as of Closing (as defined in the Purchase
Agreement) WEG hereby absolutely, forever and fully, generally and specifically,
releases and discharges GPXM and Ashdown LLC, and any Agents of GPXM and Ashdown
LLC from any and all Claims, whether based upon contract, tort, statute or any
other legal or equitable theory of recovery, and whether known or unknown,
suspected or unsuspected, matured or not matured, fixed or contingent, and
whether due in the past, present or future, with respect to, pertaining to,
based on, arising from or relating to any matters, acts, omissions, events,
conduct or occurrences which have taken place at any time prior to the date of
this Agreement, including, without limitations, all Claims related to the
Operating Agreement, the Side Letter, any Underlying Agreements (as that term is
defined in the Operating Agreement), the Disputes, and any other side letter
agreement, arrangement or other agreement, whether written or oral, in any way
related to the Ashdown LLC or the mine or properties relating to the Ashdown
LLC; provided, however, this release will not
extend to: (i) any breaches of representations, warranties or covenants
made under this Agreement or the Purchase Agreement; (ii) or any claims for
gross negligence, criminal conduct, breach of fiduciary duty, intentional
misconduct or fraud; and (iii) or any claims arising out of item numbers 4 and 6
of Schedule 2(d) of the Purchase Agreement.  All such Claims are
forever barred by this Agreement.

    


    (b)           Release by
GPXM.  Effective as of Closing GPXM hereby absolutely, forever
and fully, generally and specifically, releases and discharges WEG and Ashdown
LLC, and any Agents of WEG and Ashdown LLC from any and all Claims, whether
based upon contract, tort, statute or any other legal or equitable theory of
recovery, and whether known or unknown, suspected or unsuspected, matured or not
matured, fixed or contingent, and whether due in the past, present or future,
with respect to, pertaining to, based on, arising from or relating to any
matters, acts, omissions, events, conduct or occurrences which have taken place
at any time prior to the date of this Agreement, including, without limitations,
all Claims related to the Operating Agreement, the Side Letter, any Underlying
Agreements (as that term is defined in the Operating Agreement), the Disputes,
and any other side letter agreement, arrangement or other agreement, whether
written or oral, in any way related to the Ashdown LLC or the mine or properties
relating to the Ashdown LLC; provided, however, this release will not
extend to: (i) any breaches of representations, warranties or covenants
made under this Agreement or the Purchase Agreement; or (ii) any claims for
gross negligence, criminal conduct, breach of fiduciary duty, intentional
misconduct or fraud.  All such Claims are forever barred by this
Agreement.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    (c)           Release by Ashdown
LLC.  Effective as of Closing Ashdown LLC hereby absolutely,
forever and fully, generally and specifically, releases and discharges WEG and
GPXM, and any Agents of WEG and GPXM from any and all Claims, whether based upon
contract, tort, statute or any other legal or equitable theory of recovery, and
whether known or unknown, suspected or unsuspected, matured or not matured,
fixed or contingent, and whether due in the past, present or future, with
respect to, pertaining to, based on, arising from or relating to any matters,
acts, omissions, events, conduct or occurrences which have taken place at any
time prior to the date of this Agreement, including, without limitations, all
Claims related to the Operating Agreement, the Side Letter, any Underlying
Agreements (as that term is defined in the Operating Agreement), the Disputes,
and any other side letter agreement, arrangement or other agreement, whether
written or oral, in any way related to the Ashdown LLC or the mine or properties
relating to the Ashdown LLC; provided, however, this release will not
extend to: (i) any breaches of representations, warranties or covenants
made under this Agreement or the Purchase Agreement; or (ii) any claims for
gross negligence, criminal conduct, breach of fiduciary duty, intentional
misconduct or fraud.  All such Claims are forever barred by this
Agreement.

    


    (d)           General Release
Waiver. The Parties
acknowledge that they have read and had the opportunity to be advised by legal
counsel and are familiar with the provisions of this Agreement and the general
release, which extends to claims whether now known or unknown, and understand
that to the extent any applicable law provides that a general release does not
extend to claims which the creditor does not know or suspect to exist in his or
her favor at the time of executing the release, the parties hereby expressly
waive any and all rights
they have thereunder.  The Parties understand and acknowledge the
significance and consequence of the specific waiver of any such statutory
provisions available, and hereby assume full responsibility for any damage,
losses or liabilities that they may hereafter discover as possibly resulting
from the Operating Agreement, the Disputes, the Ashdown LLC and/or the mine or
properties related to the Ashdown LLC.

    


    
      
        
          
            
              
                	 
      	
                        /s/
      WEG

                      	
                        /s/
      GPXM

                      	
                        /s/
      LLC

                      
	 
      	
                        initials
      (WEG)

                      	
                        initials
      (GPXM)

                      	
                        initials
      (LLC)

                      


              

            

          

        

      

    

    


    5.         
   No
Pending or Future Lawsuits.  WEG represents that, except as
being released pursuant to this Agreement, it has no lawsuits, claims, or
actions pending in its name, or on behalf of any other person or entity, against
GPXM or GPXM’s Agents.  WEG also represents that it does not intend to
bring any claims on its own behalf or on behalf of any other person or entity
against GPXM or GPXM’s Agents.  GPXM represents that, except as being
released pursuant to this Agreement, it has no lawsuits, claims, or actions
pending in its name, or on behalf of any other person or entity, against WEG or
WEG’s Agents.  GPXM also represents that it does not intend to bring
any claims on its own behalf or on behalf of any other person or entity against
WEG or WEG’s Agents.  The parties agree not to sue further or
otherwise prosecute each other with respect to any matter settled or released in
this Agreement.

    


    6.          
  Actions
Contrary to Law.  Nothing contained in this Agreement shall be
construed to require the commission of any act contrary to law, and whenever
there is any conflict between any provision of this Agreement and any statute,
law, ordinance, or regulation, contrary to which the parties have no legal right
to contract, then the latter shall prevail; but in such event, the provisions of
this Agreement so affected shall be curtailed and limited only to the extent
necessary to bring it within legal requirements.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    7.           
 Reliance. In making this Agreement, it is
understood and agreed that the parties each relied wholly upon their own
judgment, belief and knowledge of the nature and extent of their damages, if
any, and that they have not been influenced to any extent whatsoever in making
this Agreement by any representations or statements regarding said damages or
any other matters made by persons, firms, partnerships, or corporations who are
hereby released, or by any person or persons representing it or
them.

    


    8.       
     Construction. This Agreement shall be construed
without regard to the drafter of the same and shall be construed as though all
parties hereto participated equally in the drafting of the
Agreement.

    


    9.     
       Miscellaneous.

    


    9.1.           Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall 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
GPXM, at the address set forth on the signature page hereto or such other
address as it has furnished to WEG in writing in accordance with this
subsection, or (ii) if to WEG or the LLC, at the address set forth on the
signature page hereto or such other address as it has furnished to GPXM in
writing in accordance with this subsection.  A notice shall 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) three (3) 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.

    


    9.2.           Entire
Agreement.  This Agreement supersedes any and all agreements,
either oral or written, between the parties with respect to the subject matter
hereof.  Any modification of this Agreement will be effective only if
it is in writing and signed by all parties.

    


    9.3.           Cooperation.  Each
of the parties, for themselves and on behalf of their respective present and
former Agents, hereby warrants and represents that he or it shall do all things
and execute all documents necessary to carry out the agreements and covenants
contained in this Agreement, and to effectuate the purposes of this
Agreement.  Any and all executory provisions under this Agreement
shall survive the consummation of this Agreement and shall continue in full
force and effect until fully performed and satisfied.

    


    9.4.           Assignment.  This
Agreement and the promises and covenants herein shall be binding upon, inure to
the benefit of, and be enforceable by the officers, directors, shareholders,
employees, parties, affiliates, representatives, agents, insurers, heirs,
beneficiaries, successors and assigns of each of the parties hereto. Each of the
parties hereby warrants and represents that it has not made and shall not at any
time make or cause to be made, any pledge, hypothecation, assignment or transfer
of any kind or nature whatsoever of any of the Claims released and discharged
pursuant to this Agreement.

    


    9.5.           Advice of
Counsel; Tax Consequences.  Each of the parties represents and
warrants that it has been represented by independent counsel or has had the
opportunity to be represented by independent counsel and has investigated the
facts with respect to, pertaining to, based on or arising from this Agreement,
and all matters referred to herein, as deemed necessary by
each.  Neither party makes any representation, warranty or covenant as
to any tax consequences or liability that either may face related to the release
provided for in this Agreement.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    9.6.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to its conflict
of laws principles.

    


    9.7           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 either party 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.

    


    9.8.           Attorneys’
Fees.  In the event of any litigation, arbitration, or other
proceeding arising out of this Agreement, or the parties’ performance as
outlined herein, the prevailing party will be entitled to an award of costs,
including an award of reasonable attorneys' fees.  Any judgment,
order, or award entered in any such proceeding will designate a specific sum as
such an award of attorneys’ fees and costs incurred.  This attorneys’
fee provision is intended to be severable from the other provisions of this
Agreement, will survive any judgment or order entered in any proceeding and will
not be deemed merged into any such judgment or order, so that such further fees
and costs as may be incurred in the enforcement of an award or judgment or in
defending it on appeal will likewise be recoverable by further order of a court
or panel or in a separate action as may be appropriate.

    


    9.9.           Waiver.  Failure
of any party to enforce any provision or provisions of this Agreement shall not
waive any enforcement of any continuing breach of the same provision or
provisions or any breach of any provision or provisions of this
Agreement.  No breach of this Agreement, or of any term or provision
herein, can be waived except by an express written waiver executed by the party
who has agreed to waive such breach.  Waiver of any one breach shall
not be deemed a waiver of any other breach of the same or other terms or
provisions of this Agreement.

    


    9.10.         Severance. In the event that any provision
of this Agreement should be held to be void, voidable or unenforceable, the
remaining portions hereto shall remain in full force and effect.

    


    9.11.         Counterparts.  This
Agreement may be signed in one or more counterparts (by facsimile or otherwise),
all of which shall be treated as one and the same instrument.

    


    9.12.         Facsimile.  Executed
copies of this Agreement may be exchanged via facsimile or other electronic
method, including via PDF file, and such signatures shall be deemed as
originals.

    


    


    [SIGNATURE
PAGE IMMEDIATELY FOLLOWS]

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    CAUTION:  THIS
AFFECTS YOUR LEGAL RIGHTS

    READ
BEFORE SIGNING

    (TO
BE EXECUTED AT CLOSING)

     

    


     

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
indicated above.

    


    


    
      
        
          	 
      	
                  WIN-ELDRICH
      GOLD, INC.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      /s/
      Perry D. Muller

                
	 
      	
                  Name:

                	
                  Perry
      D. Muller

                
	 
      	
                  Title:

                	
                  President

                
	 
      	
                  Address:

                	
                  PO
      Box 3540

                	 
      
	 
      	 
      	
                  Silver
      Springs, NV 89429

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  GOLDEN
      PHOENIX MINERALS, INC.

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                       /s/
      David A. Caldwell

                
	 
      	
                  Name:

                	
                  David
      A. Caldwell

                
	 
      	
                  Title:

                	
                  Chief
      Executive Officer

                
	 
      	
                  Address:

                	
                  1675
      East Prater WAY #102

                	 
      
	 
      	 
      	
                  Sparks,
      NV 89434

                	 
      


        

      

    

    


    


    ASHDOWN
PROJECT, LLC

    MANAGEMENT
COMMITTEE:

    


    
      
        
          
            
              	
                      /s/
      David A. Caldwell

                    	 
      	
                      /s/
      Pete Winn

                    	 
	
                      Name:

                    	
                      David
      A. Caldwell

                    	 
      	
                      Name:

                    	
                      Pete
      Winn

                    	 
	
                      Title:

                    	
                      Member
      of Management Committee

                    	 
      	
                      Title:

                    	
                      Member
      of Management Committee

                    	 
	 
      	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
      	 
	
                      /s/
      Donald Prahl

                    	 
      	
                      /s/
      Perry Muller

                    	 
	
                      Name:

                    	
                      Donald
      Prahl

                    	 
      	
                      Name:

                    	
                      Perry
      Muller

                    	 
	
                      Title:

                    	
                      Member
      of Management Committee

                    	 
      	
                      Title:

                    	
                      Member
      of Management Committee

                    	 


            

          

        

      

    

    


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E

    


    ASHDOWN
MILL SIDE LETTER AGREEMENT

     

     

     

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Ashdown
Mill Binding Side Letter Agreement

    


    This Ashdown Mill Binding Side Letter
Agreement (“Side Letter Agreement”) is made as of May 13, 2009, by and between
Perry Muller, an individual (“PM”), Ashdown Project LLC, a Nevada limited
liability company (“Ashdown”), and Golden Phoenix Minerals, Inc., a Nevada
corporation (“GPM”).

    


    Recitals

    


    WHEREAS, the Parties signatory hereto,
have entered into that certain Global Settlement Agreement and Mutual Release of
All Claims by All Parties, dated as of May 13, 2009 (the “Settlement Agreement”)
with Retrievers, LLC, a Nevada limited liability company (“Retrievers”), John
Tingue, individually and as a Member and Manager of Retrievers (“JT”), and Kris
Tingue, individually and as Member and Manager of Retrievers (“KT”), in
connection with the settlement and release of all claims and disputes,
including, but not limited to, that certain lawsuit filed against the parties
hereto in the Sixth Judicial District Court of the State of Nevada, in and for
the County of Humboldt, Case No. CV-17880 (collectively, the
“Lawsuit”).

    


    WHEREAS, the Lawsuit sought to
establish title in and to those certain pieces of personal property, equipment
and machinery known as the Ashdown Mill (also sometimes referred to as the
Kingston Mill).

    


    WHEREAS, in settlement of the Lawsuit,
among other things, PM, or his assigns, agreed to pay to Retrievers the amount
of One Hundred Thousand Dollars ($100,000) in exchange for a bill of sale and
title to the Ashdown Mill.

    


    WHEREAS, concurrently with entry into
the Settlement Agreement, GPM and Win-Eldrich Gold, Inc., a Nevada corporation
and a Member and a Manager of Ashdown (“WEG”) are negotiating an agreement for
the sale of all of GPM’s ownership interest in Ashdown to WEG, to be evidenced
by the issuance of a secured promissory note, secured by the assets of Ashdown
and WEG’s ownership interest in Ashdown.

    


    WHEREAS, the parties desire to confirm
their intent that the Ashdown Mill be used exclusively at the mining site owned
and operated by Ashdown, and that PM shall lease and convey title to the Ashdown
Mill to Ashdown upon the terms and conditions set forth herein.

    


    NOW THEREFORE, the parties signatory
hereto agree as follows:

    


    1.       
     Lease.  Immediately
upon execution of the Settlement Agreement, PM agrees to enter into a lease
agreement, whereby he shall lease the Ashdown Mill to Ashdown for its sole and
exclusive use at the mining property owned and operated by Ashdown, for such
consideration as shall be negotiated in an arm’s length transaction and mutually
agreed upon.

    


    2.       
     Ashdown
Option.  At any time following the entry into the lease
agreement referenced in Section 1 and while that certain Secured Promissory Note
made by WEG in favor of GPM in the principal amount of Five Million Three
Hundred Thousand Dollars ($5,300,000) (the “Note”) is outstanding and for an
additional four (4) months following the termination of the Note, whether by
expiration upon the Maturity Date (as defined in the Note), payment in full of
all obligations and indebtedness under the Note or upon termination by GPM upon
WEG’s default under the Note, Ashdown shall have the option to purchase the
Ashdown Mill by tendering payment to PM for the full amount of One Hundred Ten
Thousand Dollars ($110,000), which amount includes that certain Ten Thousand
Dollar ($10,000) loan fee, with any such lease payments previously made to PM
being subtracted therefrom.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    3.         
   Conveyance of Title;
Termination.  Immediately upon Ashdown’s payment in full of the
principal amount of One Hundred Ten Thousand Dollars ($110,000), owed to PM or
his assignee in repayment of the amount paid to Retriever’s as part of the
Settlement Agreement, PM shall deliver a bill of sale and effectively convey
title in the Ashdown Mill to Ashdown, at which point this Side Letter Agreement
shall immediately terminate.

    


    4.    
        Assignees of
PM.  Pursuant to Sections 1.2(d) and 1.3 of the Settlement
Agreement, Retriever’s agrees to execute and deliver a bill of sale for the
Ashdown Mill in the name of PM or his assignee (emphasis
added).  This Side Letter Agreement is intended to be binding upon any
such assignee in accordance with the terms hereof.  PM agrees not to
assign title to the Ashdown Mill unless any such assignee agrees to be bound by
the terms of this Side Letter Agreement.

    


    IN WITNESS WHEREOF, the parties have
executed this Agreement on the date first indicated above.

    


    ASHDOWN
PROJECT, LLC

    MANAGEMENT
COMMITTEE:

    


    
      
        
          	
                  /s/
      David A. Caldwell

                	 
      	
                  /s/
      Peter S. Winn

                
	
                  Name:

                	
                  David
      A. Caldwell

                	 
      	
                  Name:

                	
                  Peter
      S. Winn

                
	
                  Title:

                	
                  Member
      of Management Committee

                	 
      	
                  Title:

                	
                  Member
      of Management Committee

                
	 
      	 
      	 
      	 
      	 
      
	
                  Address:

                	
                  1675
      East Prater Way, #102

                	 
      	 
      	
                  Address:

                
	 
      	
                  Sparks,
      NV 89434

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  /s/
      Donald Prahl

                	 
      	
                  /s/
      Perry Muller

                
	
                  Name:

                	
                  Donald
      Prahl

                	 
      	
                  Name:

                	
                  Perry
      Muller

                
	
                  Title:

                	
                  Member
      of Management Committee

                	 
      	
                  Title:

                	
                  Member
      of Management Committee

                
	 
      	 
      	 
      	 
      	 
      
	
                  Address:

                	
                  1675
      East Prater Way, #102

                	 
      	
                  Address:

                	 
      
	 
      	
                  Sparks,
      NV 89434

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  PERRY
      MULLER

                	 
      	
                  GOLDEN
      PHOENIX MINERALS, INC.

                
	 
      	 
      	 
      	 
      	 
      
	
                  /s/
      Perry Muller

                	 
      	
                  /s/
      David A. Caldwell

                
	 
      	 
      	 
      	
                  By:
      David A. Caldwell, Chief Executive
Officer

                


        

      

    

     

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
1.1(b)(i)

    


    


    PREEXISTING
LIENS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Date
      of Notice

                                	
                                  Type
      of Document

                                	
                                  Vendor

                                	 	
                                  Demand

                                	 
	
                                  01/30/09

                                	
                                  Lien

                                	
                                  Rock
      Machinery Technologies, Inc.

                                	 	$	11,496.01	 
	 
      	 
      	
                                  Keith
      Howell, Churchill County

                                	 	 	 	 
	 
      	 
      	 
      	 	 	 	 
	
                                  01/12/09

                                	
                                  Lien

                                	
                                  Sell
      Lumber

                                	 	$	35,757.48	 
	 
      	 
      	
                                  Thomas
      P. Erwin, agent

                                	 	 	 	 
	 
      	 
      	 
      	 	 	 	 
	
                                  02/13/09

                                	
                                  Summons 
      

                                	
                                  DMC-Dynatec
      Mining Services Corporation

                                	 	$	108,448.52	 
	 
      	
                                  Complaint

                                	
                                  J.
      Stephen Peek, Esq

                                	 	
                                  Plus
      legal

                                	 
	 
      	
                                  Lien         
      

                                	
                                  Holland
      & Hart LLP

                                	 	 	 	 
	 
      	 
      	
                                  775-327-3000

                                	 	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    


    


    


    SCHEDULE
1

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
2(c)

    


    PERMITTED
LIENS

    


    
      	
               
      

            	
              1.

            	
              Lien
      Claims

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Date
      of Notice

                                    	
                                      Type
      of Document

                                    	
                                      Vendor

                                    	 	
                                      Demand

                                    	 
	
                                      01/30/09

                                    	
                                      Lien

                                    	
                                      Rock
      Machinery Technologies, Inc.

                                    	 	$	11,496.01	 
	 
      	 
      	
                                      Keith
      Howell, Churchill County

                                    	 	 	 	 
	 
      	 
      	 
      	 	 	 	 
	
                                      01/12/09

                                    	
                                      Lien

                                    	
                                      Sell
      Lumber

                                    	 	$	35,757.48	 
	 
      	 
      	
                                      Thomas
      P. Erwin, agent

                                    	 	 	 	 
	 
      	 
      	 
      	 	 	 	 
	
                                      02/13/09

                                    	
                                      Summons 
      

                                    	
                                      DMC-Dynatec
      Mining Services Corporation

                                    	 	$	108,448.52	 
	 
      	
                                      Complaint

                                    	
                                      J.
      Stephen Peek, Esq

                                    	 	
                                      Plus
      legal

                                    	 
	 
      	
                                      Lien         
      

                                    	
                                      Holland
      & Hart LLP

                                    	 	 	 	 
	 
      	 
      	
                                      775-327-3000

                                    	 	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      	
               
      

            	
              2.

            	
              Priority
      Amount

            


    

    


    
      	
               
      

            	
              3.

            	
              Ashdown
      Mill Lease and Future Financing Arrangements Up to
  $500,000

            


    

    


    
      	
               
      

            	
              4.

            	
              Preexisting
      Liens

            


    

    


    
      	
               
      

            	
              5.

            	
              Schedule
      4.1 Leases

            


    

    


    
      	
               
      

            	
              6.

            	
              Schedule
      4.1(c) Obligations

            


    

    


    
      	
               
      

            	
              7.

            	
              “Off
      take” agreements and “forward sales”
contracts

            


    

    


    
      	
               
      

            	
              8.

            	
              Accounts
      Receivable factoring

            


    

    


    
      	
               
      

            	
              9.

            	
              Cash
      “lock box” agreements

            


    

    


    
      	
               
      

            	
              10.

            	
              Liens
      arising out of the litigation identified in Schedule
  2(d)

            


    

    


    


    


    


    


    SCHEDULE
2


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
2(d)

    


    LITIGATION

    


    1.       Tetra
Financial v. Ashdown Project, LLC et al

    2.       Retrievers
LLC v. Ashdown Project LLC, et al, Case No. CV 17880 6th
Judicial District Court of the state of Nevada, Humboldt County

    3.       DMC-Dinatech
Mining Services Corporation – a complaint has not been filed, but on February
13, 2009, DMC Mining recorded a mechanic’s lien against real property, mining
claims and mineral deposits at the Ashdown mine claiming approximately $108,448
due for mechanic’s labor.

    4.       As
of March 2, 2009, Ahern Rentals, Inc. filed a lien against Seller in the amount
of $13,208.86 for Water Truck rental for drilling services.  As of the
date of this Agreement, Seller has paid $2,891.90 and there is a balance of
$10,316.96 owed.  **

    5.       On
December 17, 2008 the LLC received a letter from DEA Incorporated demanding
$1,015.36 related to mine supplies for the LLC.

    6.       On
October 22, 2008, the Seller received a summons and complaint initiated by its
former Ashdown Mine Manager, Earl Harrison, in an amount equal to
$172,116.  The claim relates to a Promissory Note and accrued interest
stemming from the lease of Mr. Harrison’s mining equipment and other amounts due
him prior to the formation of the Ashdown LLC.  This Note had been the
subject of regular monthly payments until the deteriorating capital markets
forced the Seller to suspend this payment schedule.  The Seller agreed with
the amounts detailed in the complaint and had no objection to Mr. Harrison’s
claim.  The Seller is now in receipt of a default judgment dated February
2, 2009 entered in Mr. Harrison’s favor, awarding Mr. Harrison $165,197 plus
accrued interest through December 31, 2008 of $5,094 and additional interest
that accrues at a daily rate of $18.66 until the Note is paid in full. 
Seller has been in discussions with Mr. Harrison and his attorney throughout
this period of time and initiated a formal process to negotiate a settlement in
this matter on February 4, 2009. **

    7.       On
December 12, 2008, a letter was received by the LLC from Theisen Team USA, Inc.
demanding payment of $36,742 for the Shotcrete machine & shotcrete for the
LLC.

    8.       On
December 23, 2008, a complaint was filed by Tallman Lumber against the
LLC.  This dispute has been settled for the amount of $12,148.68, to
be paid in four installments.

    9.       On
February 5, 2009, the LLC received a letter from Mining Equipment, Ltd.
demanding payment of $20,659 owed on the U/G mine fan.

    10.     On
February 19, 2009 a settlement was approved with the Mine Safety & Health
Administration requiring Seller to pay the amount of $48,000.

    11.     On
January 12, 2009 a lien was filed by Sell Lumber against the LLC in the amount
of $35,757.48 related to lumber provided to the LLC.

    12.     On
January 30, 2009 a lien was filed by Rock Machinery Technologies, Inc. against
the LLC in the amount of $11,496.01 related to mill equipment for the
LLC.

    13.     On
April 16, 2009, a complaint was filed by Ed Staub & Sons Petroleum, Inc.,
against the LLC, Seller and Purchaser, requesting the payment of $107,992.62
owed to them in addition to certain other fees, expenses and
relief.

    


    


    


    


    ** 4 AND 6 ARE NOT LLC
LIABILITIES

     

     

    SCHEDULE 2

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
2(i)

    


    EXCEPTIONS
TO TITLE OF ASSETS UNDER WEG CONTRIBUTION AGREEMENT

    


    Nevada
Water Rights:  Permit #44185

    


    


     

    
 

    


    SCHEDULE
2


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
2(j)

    


    INVESTIGATIONS

    


    To
best of Seller’s knowledge – none.

    


    


    


    


    


    


    


    SCHEDULE
2

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
3(h)

    


    EXCEPTIONS
TO EFFECTIVENESS / GOOD STANDING OF UNDERLYING AGREEMENTS UNDER SELLER
CONTRIBUTION AGREEMENT

    


    
      	
               
      

            	
              1.

            	
              Ore
      Purchase Agreement between DRC and Seller dated August 18, 2004, as
      amended.  This Agreement was assigned to the LLC pursuant to the
      Contribution between Seller and the LLC dated September 28,
      2006.

            


    

    
      	
               
      

            	
              2.

            	
              Settlement
      Agreement dated August 26, 2005 between Seller and Earl Harrison d/b/a
      Western Mine Development, Retrievers, LLC, John Tingue and Kris
      Tingue.  This agreement is the basis for that certain complaint
      filed by Retrievers, which all parties have been participating in
      negotiating a mutually agreeable settlement to.  Finalizing this
      settlement is a condition to Closing under these Transaction
      Documents.

            


    

    
      	
               
      

            	
              3.

            	
              Millsite
      Lease Agreement dated April 1, 2005 with Claude Edward
      Morris.  Seller is aware that the LLC has been in default on
      payment obligations under this agreement for approximately six (6) months
      from the date of this Agreement, but is not aware that Morris has notified
      the LLC of such default.

            


    

    
      	
               
      

            	
              4.

            	
              Denio
      Junction Lease Agreement dated November 1, 2006.  This is not an
      agreement specifically set forth in Exhibit A to the Contribution
      Agreement, however, Seller is aware that this is an agreement that the LLC
      is currently in default on, but is not aware that Denio Junction has
      notified the LLC of such default.

            


    

    


    


    


    


    


    


    


    


    SCHEDULE
3


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
3(j)

    


    INVESTIGATIONS

    


    Except as set forth in the Schedules
to this Agreement, none.

    


    


    


    


    


    


    


    


    


    SCHEDULE
3


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    


    


    SCHEDULE
4.1

    LEASED
ASSETS / EQUIPMENT TO BE TRANSFERRED

    


    
      
        
          
            	
                    Description

                  	
                    Quantity

                  	
                    ID
      #

                  	
                    LPN

                  	
                    Lease
      Rate Per Month

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Mucker

                  	
                    2

                  	 
      	 
      	
                    $3,000

                  
	
                    Driscopipe
      Welder

                  	
                    1

                  	 
      	 
      	
                    $600

                  
	
                    2004
      GMC w/ camper shell – silver

                  	
                     

                    1

                  	
                     

                    2GTEK19T341339087

                  	
                     

                    030RVB

                  	
                     

                    $550

                  
	
                    2002
      C&B Utility Trailer

                  	
                     

                    1

                  	
                     

                    4JUUS16202N008561

                  	
                     

                    46368M

                  	
                     

                    $200

                  
	
                    2001
      GMC Sierra K1500 – gray

                  	
                     

                    1

                  	
                     

                    1GTEK19TX1E162032

                  	
                     

                    467NVE

                  	
                     

                    $500

                  
	
                    2001
      GMC Sierra – blue

                  	
                     

                    1

                  	
                     

                    1GTEK19TX1E166419

                  	
                     

                    466NVE

                  	
                     

                    $500

                  
	
                    1999
      Chevy 1 Ton Crewcab – white

                  	
                     

                    1

                  	
                     

                    1GCHK33J6XF041579

                  	
                     

                    015PYW

                  	
                     

                    $475

                  
	
                    Whisperwatt
      25KVA Generator

                  	
                     

                    1

                  	
                     

                    MQ25
      3664809

                  	 
      	
                     

                    $1,000

                  
	
                    1989
      Ford Van – tan

                    (Note
      – this vehicle may no longer be on site at Ashdown, WEG to
      confirm)

                  	
                    1

                  	
                    1F8JS31H3KHC03350

                  	
                    Not
      known

                  	
                    $400

                  


          

        

      

    

    


    


    


    


    


    


    SCHEDULE
4


    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
4.1(v)

    


    OBLIGATIONS
OF LLC ON WHICH SELLER IS GUARANTOR

    


    
      	
               
      

            	
              1.

            	
              IRS
      – all unpaid taxes related to payroll obligations of the LLC accruing on
      or after December 31, 2008.

            


    

    
      	
               
      

            	
              2.

            	
              GMAC
      – 2004 GMC Pick-up Truck, payments currently being maintained by Bill
      Thomas.

            


    

    
      	
               
      

            	
              3.

            	
              Evans
      Dewatering, Inc. – vendor contract, LLC owes $13,442.26 as of the date of
      this Agreement.

            


    

    
      	
               
      

            	
              4.

            	
              All
      such additional LLC obligations as set forth below, with the last column
      detailing which person or entity is obligated as a
    guarantor:

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                        Contract
      Date

                                      	
                                        Vendor

                                      	
                                        Reference
      Number

                                      	
                                        Description
      of Purchase

                                      	
                                        Term
      in Months

                                      	
                                        Monthly
      Payment Amount

                                      	
                                        Contract
      Balance 12/31/2008

                                      	
                                        Guarantor

                                      
	
                                        Capital
      Leases

                                      	 
      	 
      	 
      	 
      
	
                                        04/25/07

                                      	
                                        GE
      Capital

                                      	
                                        4495495001

                                      	
                                        Miner's
      Dry

                                      	
                                        24

                                      	
                                        $1,271.56

                                      	
                                        $7,242.42

                                      	
                                        Kent
      Aveson or Dave Caldwell

                                      
	
                                        11/16/07

                                      	
                                        Theissen
      Team

                                      	
                                        145US

                                      	
                                        Shotcrete
      Machine

                                      	
                                        12

                                      	
                                        $1,710.00

                                      	
                                        $4,021.56

                                      	
                                         

                                        Kent
      Aveson or Dave Caldwell

                                      
	
                                        03/01/08

                                      	
                                        GE
      Capital

                                      	
                                        8376037-001

                                      	
                                        2005
      Telehandler

                                      	
                                        48

                                      	
                                        $1,148.76

                                      	
                                        $42,921.69

                                      	
                                         

                                        Seller

                                      
	
                                        06/11/08

                                      	
                                        Atlas
      Copco

                                      	
                                        21508
      AVO8X162

                                      	
                                        Scooptram
      #1

                                      	
                                        48

                                      	
                                        $6,640.59

                                      	
                                        $258,195.56

                                      	
                                         

                                        Seller
      and Purchaser

                                      
	
                                        08/01/08

                                      	
                                        GE
      Capital

                                      	
                                        8376037-002

                                      	
                                        2002
      Telehandler

                                      	
                                        48

                                      	
                                        $1,475.60

                                      	
                                        $56,668.56

                                      	
                                         

                                        Seller

                                      
	
                                        08/18/08

                                      	
                                        Atlas
      Copco

                                      	
                                        21508
      AVO07X425

                                      	
                                        Scooptram
      #2

                                      	
                                        48

                                      	
                                        $5,591.81

                                      	
                                        $226,082.17

                                      	
                                        Seller
      and Purchaser

                                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                        Operating
      Leases

                                      	 
      	 
      
	
                                        04/01/05

                                      	
                                        Claude
      Edward Morris

                                      	 
      	
                                        Mill
      Site

                                      	
                                        240

                                      	
                                        $3,700.00

                                      	 
      	
                                         

                                        N/A

                                      
	
                                        11/01/06

                                      	
                                        Denio
      Junction

                                      	 
      	
                                        RV
      Park

                                      	
                                        60

                                      	
                                        $3,000.00

                                      	 
      	
                                         

                                        N/A

                                      
	
                                        08/03/07

                                      	
                                        ModSpace

                                      	
                                        727998-788314

                                      	
                                        Admin
      Bldg

                                      	
                                        48

                                      	
                                        $1,072.50

                                      	 
      	
                                         

                                        N/A

                                      
	
                                        09/20/08

                                      	
                                        Tetra
      Financial

                                      	
                                        472T025
      / 472T026

                                      	
                                        U/G
      Haul Trucks

                                      	
                                        48

                                      	
                                        $11,981.51

                                      	 
      	
                                         

                                        N/A

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    SCHEDULE
4

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
4.5

    


    Except as
set forth in Schedule 2(d) or elsewhere in the Schedules hereto,
none.

    


     

    
 

    


    


    SCHEDULE
4