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Employment Agreement

EMPLOYMENT AGREEMENT
BETWEEN
GOLDEN PHOENIX MINERALS, INC.
AND
KENNETH S. RIPLEY

THIS EMPLOYMENT AGREEMENT (the Agreement), is dated as of March 13, 2006 (the Execution Date) and is entered into by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the Company) and Kenneth S. Ripley (the Executive), collectively referred to herein as the parties.

WHEREAS, the Executive has provided services to the Company in the capacity as an independent contractor from February 15, 2005 through December 31, 2005; and

WHEREAS, the Company wishes to employ the Executive as of January 1, 2006 to serve as its Chief Executive Officer as well as to perform other duties on behalf of the Company, as determined by the Chairman of the Board (the Chairman) and/or Board of Directors (the Board).

NOW, THEREFORE, for and in consideration of the mutual promises and conditions made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.

ARTICLE I
EMPLOYMENT AND TERM OF EMPLOYMENT

1.1. Employment and Term. The Company hereby employs Executive to render full-time services to the Company, subject to Section 2.2 of the Agreement, and except during vacation periods and reasonable periods of absence due to sickness, personal injury or other disability, upon the terms and conditions set forth below, from January 1, 2006 (the Effective Date) until the employment relationship is terminated in accordance with the provisions of this Agreement (the Employment Term).

1.2 Acceptance. Executive hereby accepts employment with the Company and agrees to devote his full-time attention and best efforts to rendering the services described below. The Executive shall accept and follow the direction and authority of the Board in the performance of his duties, and shall comply with all existing and future regulations applicable to employees of the Company and to the Companys business.

1.3. Termination of Prior Agreements.

(a) Upon execution of this Agreement, all prior employment and/or consultant agreements between Executive and the Company or its subsidiaries shall be deemed terminated and, except as provided in Section 1.3(b), there shall be no right to severance or other related benefits thereunder; provided, however, that the foregoing will not apply to any obligation of the Company or any of its subsidiaries to indemnify Executive against any losses, costs, damages or expenses.

(b) With respect to services rendered by the Executive in his capacity as an independent contractor for the Company from February 15, 2005 to December 31, 2005, the Company shall pay to Executive an amount equal to $15,000 per month for each month the Executive provided services to the Company, in addition to reimbursement of direct expenses incurred by the Executive. At the option of the Executive, such payment may be discharged by the Company through a cash payment or through the issuance of common stock of the Company registered on a Form S-8 registration statement to

the extent a Form S-8 registration statement is available to the Company. In the event that the Executive elects payment in the form of a stock distribution rather than cash, the Executive understands that the distribution of stock will have immediate tax consequences, and, unless the shares are registered with the Securities and Exchange Commission, restrictions on trading these shares under Rule 144 may apply. In determining the number of shares to be issued in payment of the aforementioned obligations, the dollar amount due the Executive shall be divided by the average closing price for the month the invoiced expenses were incurred. The total number of shares under this calculation of the entire obligation specified above is approximately one million ninety-one thousand six hundred and twenty eight (1,091,628).

ARTICLE II
DUTIES OF EMPLOYEE

2.1. General Duties. Executive shall serve as Chief Executive Officer. In such capacity, Executive shall have the duties and responsibilities of the Companys Chief Executive Officer, as specified in the Companys Bylaws, as amended (Bylaws), and as directed by the Companys Board of Directors, to whom the Executive will report. Additionally, the Executive shall do and perform all lawful services, acts, or other things necessary or advisable to assist the Companys executive management in the areas of corporate development and compliance, mergers and acquisitions, investment banking and fund raising, strategic relationships and public relations, in the United States and such other locations as deemed appropriate by the Board. To the extent consistent with the Companys Articles of Incorporation, as amended (Articles) and Bylaws, Executive shall have all powers, duties and responsibilities necessary to carry out his duties, and such other powers and duties as the Chairman and/or the Board may prescribe consistent with the Companys Articles and Bylaws.

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