FOURTH AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FOURTH AMENDMENT to Asset Purchase Agreement is dated this 14th day of January, 2008, by and among Wits Basin Precious Minerals Inc. (the “Purchaser” ), Central City Mining Corp. and George Otten (collectively, the “Sellers” and each individually as a “Seller” ), and Hunter Gold Mining Corp. and Hunter Gold Mining Inc. (collectively the “Covenantors” and each a “Covenantor” ) (the Purchaser, Sellers and Covenantors are individually or collectively, as the case may be, a “ Party ” or “ Parties ”).

RECITALS:   The Parties entered into an Asset Purchase Agreement dated on or about September 20, 2006, for the sale and purchase of assets, real estate and real estate mining claims described in such asset purchase agreement, which was amended by that certain First Amendment to Asset Purchase Agreement dated October 31, 2006, that Second Amendment to Asset Purchase Agreement dated as of March 1, 2007 and that Third Amendment to Purchase Agreement dated May 31, 2007 (collectively, “ Purchase Agreement ”); and the wish to amend the Purchase Agreement on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the foregoing, the parties agree that the Purchase Agreement shall be revised as follows:

1.      The reference to $800,000 in Section 3.1(a) is hereby revised to be $2,500,000.

2.      The reference to March 31, 2008 in Section 3.3(a) and November 30, 2006 i