ADVANCE SALES RESTRUCTURING AGREEMENT

Exhibit 10.1

ADVANCE SALES RESTRUCTURING AGREEMENT

     This Advance Sales Restructuring Agreement (the “Agreement”) is entered into as of April 23rd, 2007, by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and William D. or Candida Schnack (collectively “Schnack”). Both the Company and Schnack may sometimes be referred to as a “Party” or collectively as the “Parties.”

     WHEREAS, the Company and Schnack entered into that certain “GOLDEN PHOENIX/SCHNACK AGREEMENT for Advance On Sales Of Molybdenum Concentrates,” executed by Schnack on May 6, 2005 and by the Company on May 10, 2005, as amended from time to time (the Schnack Agreement”); and

     WHEREAS, in order to facilitate the Company’s efforts to raise equity capital from institutional investors (the “Equity Financing”), the Company and Schnack desire to restructure the Schnack Agreement, to be effective upon the Closing of the Equity Financing, to provide for an early payment of $1 million, paid two hundred fifty thousand dollars ($250,000) promptly after Closing and seven hundred fifty thousand dollars ($750,000) within forty five days of Closing, and the restructuring of the remaining amounts owed under the Schnack Agreement into a Net Smelter Returns payment from the Company’s distributions from the Ashdown Project LLC, the owner of the Ashdown Molybdenum Mine located near Denio, Nevada; the exercise of Schnack’s warrants to purchase the Company’s Common Stock issued to Schnack pursuant to the Schnack Agreement (the “Schnack Warrants”), and the registration of the shares underlying the Schnack Warrants with the Securities and Exchange Commission (“SEC”);

     NOW THEREFORE, in consideration for the mutual promises set forth in this Agreement, and for other valuable consideration the receipt of which is hereby acknowledged, the Parties agree, effective upon the Closing of the Equity Financing, as follows:

ARTICLE 1
RESTRUCTURING OF AMOUNTS OWED UNDER THE SCHACK AGREEMENT

     1.1 Cash Payment Upon Close of Equity Financing. Promptly after the Closing of the Equity Financing, the Company shall pay Schnack the sum of two hundred fifty thousand dollars ($250,000.00) which shall be credited against the amounts owed to Schnack under the Schnack Agreement. Within forty five (45) days of the Closing of the Equity Financing, the Company shall pay Schnack the sum of seven hundred fifty thousand dollars ($750,000) which shall be credited against the amounts owed to Schnack under the Schnack Agreement. Failure of the Company to pay the full amounts owed to Schnack under this Section 1.1 within the time frames set forth herein shall constitute a default by the Company and, at Schnack’s option, upon three (3) business days written notice of default, all amounts due under this Section 1.1 together with the entire production payment provided for in Section 1.2, less any amounts previously paid under Section 1.2, shall accelerate and become immediately due and payable by the Company.

     1.2 Production Payment from the Ashdown Mine. The remaining amounts owed to Schnack under the Schnack Agreement shall be paid from a production payment in the amount of two million dollars ($2,000,000.00) paid exclusively from the Company’s share of production of base and precious minerals produced from the Ashdown Mine allocated to the Company pursuant to the Ashdown Project LLC. The rate of payment shall be equal to a fifteen percent (15%) Net Smelter (Refinery) Return on the entire production of precious and base minerals produced from the Ashdown Mine. Until the production payment is paid by the Company in full, the Company shall provide Schnack with monthly reports in writing reporting production and sales of minerals, both precious and base, from the Ashdown Mine and the calculation of the production payment to be paid by the Company. The production payment shall be paid to Schnack monthly by the end of the month following the month the production occurs. Schnack shall be entitled to a default interest rate on any accrued unpaid production payment equal to fifteen percent (15%) per annum simple interest. Notwithstanding anything else in this Agreement to the contrary, the Company, or its assignee, has the option to purchase the production payment provided for in this Section 1.2 for the following amounts during the time periods set forth below: