Assignment of Borealis Mining Lease Dated January 10, 2005

EXHIBIT 10.2


ASSIGNMENT
OF
BOREALIS MINING LEASE


This Assignment ("Assignment") of the Borealis Mining Lease dated January 24, 1997, including all claims, accruements and improvements thereon and all rights, privileges and interests appurtenant thereto, a Memorandum of which is recorded as Entry 115828 in Book 169 at page 489 in the official records of Mineral County, Nevada ("Mining Lease"), is made and entered into as of the 10th day of January, 2005 (the "Effective Date"), by and between GOLDEN PHOENIX MINERAL COMPANY, a Minnesota corporation ("Golden Phoenix"), and BOREALIS MINING COMPANY, a Nevada corporation ("Borealis Mining").


RECITALS


Golden Phoenix and Borealis Mining own interests in the Mining Lease; and


Golden Phoenix agrees to sell and assign all of its rights, privileges and interest in the Mining Lease to Borealis Mining.


AGREEMENT


NOW, THEREFORE, for and in consideration of the covenants and agreements hereinafter set forth, the parties agree as follows:


1. Assignment. Golden Phoenix hereby assigns, transfers and conveys to Borealis Mining all of its rights, privileges and interest in the Mining Lease, and Borealis Mining accepts such Mining Lease.


2. Assumption. Borealis Mining hereby affirms, assumes, and agrees to keep and perform all of the cov ...