CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made January 16, 2009 by and between Golden Phoenix Minerals Inc., a Nevada corporation, (“Golden Phoenix” or the “Company”), with its principal place of business at 1675 E. PRATER WAY, SUITE 102, SPARKS, NV, 89434, and Thomas Klein residing, at 19 Martin Terrace, Ile-Bizard, QC, H9E 1K5 (the “Advisor”) (collectively the “Parties”).

WHEREAS, the Parties desire to enter into the Agreement to reflect the Advisor’s capacities in Golden Phoenix business and to provide for Golden Phoenix’s engagement of the Advisor; and

WHEREAS, the Parties wish to set forth the terms and conditions of that engagement;

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

Golden Phoenix hereby employs the Advisor, and the Advisor hereby accepts engagement with Golden Phoenix as a consultant, upon the terms and conditions set forth in the Agreement. Unless terminated earlier pursuant to Section 5, the Advisor’s engagement pursuant to the Agreement shall be for the period commencing December 8, 2008 (the “Commencement Date”) and terminating April 30, 2009 (the “Termination Date”, the Commencement Date and Termination Date period collectively referred to as the “Initial Term”). The Initial Term, together with any such extension, shall be referred to herein as the “contract period.”

During the contract period, the Advisor shall be engaged in the business of Golden Phoenix and its affiliates. The Advisor shall: prepare a formal evaluation of Golden Phoenix’s business including strategic financial evaluation with the goal of introducing strategic financing alternatives; create institutional and retail "pitch books" to enable Golden Phoenix to present to institutional and retail investors; evaluate and advise on financial terms for mergers and acquisitions with a strategy for financing options; and pursue and advise on strategic discussions with TSX listed and other mining companies for possible mergers, acquisitions or dispositions. The Advisor shall create a business development strategy that includes a roadmap designed to grow this economic enterprise . The Advisor’s responsibilities include, but are not limited to, concept and brand development, assessments of marketing opportunities and target markets, and development of a detailed strategy for growing the business through building and coordinating the necessary financial, legal and industry relationships.

The Advisor shall report to the Chief Executive Officer, who shall have the authority to direct, control and supervise the activities of the Advisor.

The Advisor may, without impairing or otherwise adversely affecting the Advisor’s performance of his duties to Golden Phoenix, (i)engage in personal investments and charitable, professional and civic activities , and (ii) with the prior approval of the Board of Directors, serve on the boards of directors of corporations other than Golden Phoenix, provided, however, that no such approval shall be necessary for the Advisor’s continued service on any board of directors on which he was serving on the date of the Agreement, all of which have been previously disclosed to the Board of Directors in writing and provided further, that in no event shall the Advisor be permitted to serve on the board of directors of any other entity that owns, operates, acquires, sells, develops and/or manages any mining facilities.

Part 1: 1.5 MM Company common shares for travelling, working with management and providing a work product that will assist in Financing. This compensation is meant to offset the direct associated costs with the work performed and is provided due to the fact that the Company cannot offer reimbursement to the participant for direct expenses at this time. For the purposes of this section, and until there is a material change in the condition of the Company, the value of this compensation will be set at a 50% discount to the trailing 20 day average price as adopted by a Company Board resolution approving said compensation package on December 17, 2008:

$0.0158 / 2 = $0.0079

$0.0079 x 1,500,000 = $11,835

Beyond this amount the Advisor has the right to accrue expenses to be reimbursed upon success of future financing. The grant will be in restricted stock, and the Company will use best efforts to register the stock at the participant’s request under the appropriate filings with the Securities and Exchange Commission (“SEC”).

Part 2: 1.5 MM warrants granted for delivery of the first $200,000 in financing, or causing up to $500,000 in our existing debt to be retired through negotiated settlements etc. This warrant package will vest pro-rata as the work is performed up to the full amount. Strike price of the warrants will be set at $0.0079.

Beyond this initial amount, all monies raised will be subject to a 10% finder’s fee that will be paid in cash, or can be converted into restricted stock at the discretion of the finder at a 20% discount to the market at the time of closing.

Part 1 to be made immediately, and the Advisor will be contractually held to incur or buy sufficient debt to satisfy the full value of $11,835.

On or before the Termination Date, Golden Phoenix and the Advisor shall review the continuation of the Advisor’s services and compensation semi-annually, and can mutually agree to extension of this Agreement for additional periods of time.

Either Party may terminate engagement of the Advisor under the Agreement without cause.

The Advisor’s engagement shall terminate immediately upon his death or disability which shall mean such physical or mental impairment as would render the Advisor unable to perform his duties under this Agreement.

whether disclosed to him before the Agreement is signed or afterward (except as required by applicable law or otherwise as necessary in connection with the performance of the Advisor’s duties to Golden Phoenix hereunder). In addition, the Advisor shall not (i) disclose or disseminate the Proprietary Information to any third Party, including employees of Golden Phoenix (or their affiliates) without a legitimate business need to know; (ii) remove the Proprietary Information from Golden Phoenix’s premises without a valid business purpose; or (iii) use the Proprietary Information for his own benefit or for the benefit of any third Party.