DEBT SETTLEMENT AND RELEASE AGREEMENT
This Debt Settlement and Release Agreement (the “Agreement”) is made effective as of April 2, 2010,
by and between Golden Phoenix Minerals, Inc., a Nevada corporation (the “Company”) and Robert P. Martin,
an individual (the “Debt Holder”).
WHEREAS, pursuant to a written Employment Agreement between the Company and the Debt Holder
dated March 8, 2006, as supplemented by that certain Addendum to Employment Agreement dated January 31,
2007, (collectively, the “Employment Agreement”), the Company has employed the Debt Holder as its President.
WHEREAS, the Company is currently indebted to the Debt Holder for certain deferred unpaid salary
amounts and accrued unpaid expenses owing under his Employment Agreement. The unpaid salary owed to the
Debt Holder, as of December 31, 2009, totals $268,569.65, and the accrued unpaid expenses owed to the
Debt Holder currently totals $11,746.91 (collectively, the “Employment Obligations”).
WHEREAS, the Company is currently indebted to the Debt Holder for the remaining principal and
accrued interest due on those certain loans made by the Debt Holder to the Company. Specifically, the
Company has issued to the Debt Holder a promissory note, dated September 1, 2008, under which $26,250 is
currently owed to the Debt Holder. The Company has also issued to the Debt Holder another promissory note,
dated October 16, 2008, under which $64,185 is currently owed to the Debt Holder. The Company has also
issued to the Debt Holder another promissory note, dated June 16, 2009, under which $70,089.61 is currently
owed to the Debt Holder. The aforementioned promissory notes are collectively referred to herein as the “Loan
Obligations.” The total amount of interest currently owing on the Loan Obligations is $55,415.36. Therefore, the
total amount, including interest, currently owed to the Debt Holder by the Company under the Loan Obligations
WHEREAS, the Debt Holder, Ken Ripley