PROMISSORY NOTE MODIFICATION AGREEMENT
This Promissory Note Modification Agreement (this “ Modification ”) is made and entered into effective
as of April 15, 2010, by and between Win-Eldrich Gold, Inc., a Nevada corporation (“ Maker ”), and Golden
Phoenix Minerals, Inc., a Nevada corporation (“ Holder ”).
A. Maker executed that certain Limited Recourse Secured Promissory Note, dated May 13,
2009, in favor of Holder, in the original principal amount of $5,300,000.00 (the “ Note ”) in connection with
Maker’s purchase of Holder’s membership interests in Ashdown Project, LLC, a Nevada limited liability
company pursuant to that certain Purchase and Sale of LLC Membership Interest Agreement (the “ Ashdown
Project Purchase Agreement ”). Capitalized terms used in this Modification which are not defined herein shall
have the meanings given to them in the Note. The Note is secured by that certain Security Agreement executed
in connection with the Note (the “ Security Agreement ”, collectively with the Note, referred to as the “ Loan
Documents ”.) The Loan Documents are attached hereto as Exhibit A .
B. Holder has entered into that certain Membership Interest Purchase Agreement (the “ Ashdown
Milling Purchase Agreement ”), dated as of even date herewith among Holder and Kenneth Ripley and David S.
Pearl II (collectively, the “ Sellers ”) for the purchase of forty percent (40%) of the membership interests (the “
Membership Interests ”) in Ashdown Milling Company, LLC, a Nevada limited liability company.
C. As consideration for the Membership Interests, Holder has agreed to assign (the “ Ripley-Pearl
Assignmen t”) the rights to receive payment of NINE HUNDRED SEVENTY-EIGHT THOUSAND FOUR
DOLLARS and SIXTY-TWO CENTS ($978,004.62) due Holder under the Note to Sellers on a pro-rata
D. Holder and Maker entered into that certain Settlement Agreement, dated as of April 9, 2010,
by and among Earl Harrison,