FIRST AMENDMENT TO
THIS FIRST AMENDMENT SECURITY AGREEMENT (this “ Amendment ”), is dated as of April
15, 2010, by and among Win-Eldrich Gold, Inc., a Nevada corporation (“ WEG ”), Ashdown Project, LLC, a
Nevada limited liability company (the “ LLC ” together with WEG, the “ Debtors ”) and Golden Phoenix
Minerals, Inc. a Nevada corporation (“ Secured Party ”).
A. On May 11, 2009 WEG issued a Limited Recourse Secured Promissory Note in the original
principal amount of $5,300,000 (the “ Original Note ”) in favor of Secured Party and the LLC issued that certain
Deed of Trust (the “ Deed of Trust ”) in favor of Secured Party. The Original Note and Deed of Trust were
executed and delivered pursuant to that certain Purchase and Sale of LLC Membership Interest Agreement
dated May 11, 2009 among Secured Party, as Seller and WEG, as Purchaser (the “ Purchase Agreement
”). Pursuant to the Purchase Agreement, WEG acquired and purchased from Secured Party all of Seller’s
membership interest in the LLC.
B. In connection with the Purchase Agreement, the Original Note, and the Deed of Trust, the
Debtors and Secured Party entered into that certain Security Agreement, dated as of May 11, 2009 (the “
Security Agreement ”).
C. Secured Party has entered into that certain Membership Interest Purchase Agreement, dated as
of even date herewith among Secured Party 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.
D. As consideration for the purchase of the Membership Interests from David S. Pearl II and
Kenneth Ripley (the “ Ripley-Pearl Assignment ”), Secured party agreed to assign the rights to receive payment
of the first NINE HUNDRED SEVENTY-EIGHT THOUSAND FOUR DOLLARS and SIXTY-TWO
CENTS ($978,004.62) due