Attached files

file filename
10-Q - GOLDEN PHOENIX MINERALS, INC. FORM 10-Q JUNE 30, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex31-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex31-1.htm
EX-10.9 - FIRST AMENDMENT TO SECURITY AGREEMENT BETWEEN THE COMPANY, WIN-ELDRICH GOLD, INC. AND ASHDOWN PROJECT, LLC, DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-09.htm
EX-10.1 - NOTE MODIFICATION AGREEMENT BETWEEN THE COMPANY AND WIN-ELDRICH GOLD, INC., DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-01.htm
EX-10.8 - ASSIGNMENT OF LOAN DOCUMENTS BETWEEN THE COMPANY AND EARL HARRISON, DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-08.htm
EX-10.14 - LETTER OF INTENT AGREEMENT BETWEEN THE COMPANY AND MHAKARI GOLD (NEVADA), INC. (MHAKARI VANDERBILT PROPERTIES), DATED APRIL 16, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-14.htm
EX-10.12 - DEBT SETTLEMENT AND RELEASE AGREEMENT BETWEEN THE COMPANY AND ROBERT P. MARTIN, DATED APRIL 16, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-12.htm
EX-10.4 - SERIES B-2 LIMITED RECOURSE SECURED PROMISSORY NOTE, MADE BY WIN-ELDRICH GOLD, INC., IN FAVOR OF THE COMPANY, DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-04.htm
EX-10.5 - SERIES C LIMITED RECOURSE SECURED PROMISSORY NOTE MADE BY WIN-ELDRICH GOLD, INC., IN FAVOR OF THE COMPANY, DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-05.htm
EX-10.2 - SERIES A LIMITED RECOURSE SECURED PROMISSORY NOTE, MADE BY WIN-ELDRICH GOLD, INC., IN FAVOR OF THE COMPANY, DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-02.htm
EX-10.13 - LETTER OF INTENT AGREEMENT BETWEEN THE COMPANY AND MHAKARI GOLD (NEVADA), INC. (MHAKARI NEVADA PROPERTIES EXCLUDING VANDERBILT MINE), DATED APRIL 16, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-13.htm
EX-10.11 - SETTLEMENT AGREEMENT BETWEEN THE COMPANY AND EARL HARRISON, DATED APRIL 9, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-11.htm
EX-10.10 - MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN THE COMPANY AND THOSE CERTAIN MEMBERS OF THE ASHDOWN MILLING COMPANY, LLC, DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-10.htm
EX-10.3 - SERIES B-1 LIMITED RECOURSE SECURED PROMISSORY NOTE, MADE BY WIN-ELDRICH GOLD, INC., IN FAVOR OF THE COMPANY, DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-03.htm
EX-10.7 - ASSIGNMENT OF LOAN DOCUMENTS BETWEEN THE COMPANY AND DAVID PEARL, DATED APRIL 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex10-07.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 - GOLDEN PHOENIX MINERALS INCgpxm10q20100630ex32-1.htm


EXHIBIT 10.6

ASSIGNMENT OF LOAN DOCUMENTS
 
FOR VALUE RECEIVED, Golden Phoenix Minerals, Inc., a Nevada corporation (“Assignor”), hereby sells, assigns, transfers and conveys to Kenneth Ripley, an individual residing in the State of Washington, or his successor (“Assignee”), all of Assignor’s right, title and interest in and to that certain Series B-1 Limited Recourse Secured Promissory Note made payable to Assignor, as holder, by Win-Eldrich Gold, Inc., a Nevada corporation (“Win-Eldrich”), as maker, in the original principal amount of FOUR HUNDRED EIGHTY-NINE THOUSAND AND TWO DOLLARS AND THIRTY-ONE CENTS ($489,002.31) (the “Note”), dated as of even date herewith.
 
Assignee hereby releases Assignor from any liability with respect to, and indemnifies and agrees to defend and hold Assignor harmless from and against any and all loss, cost, damage, liability or claim arising out of or relating to, the Note from and after the date of this Agreement.
 
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals this 15th day of April, 2010.
 

 
ASSIGNOR:
   
 
GOLDEN PHOENIX MINERALS, INC.,
 
a Nevada corporation
   
   
 
By:    /s/ Tom Klein                                           
 
       Tom Klein
          Its Chief Executive Officer
   
   
 
ASSIGNEE:
   
   
 
  /s/ Kenneth Ripley                                           
 
Kenneth Ripley


Agreed and consented to by:

MAKER:

WIN-ELDRICH GOLD, INC.,
a Nevada corporation


By:      /s/ Perry Muller                                     
Perry Muller
Its President