AMENDED AND RESTATED CONSULTING AGREEMENT

This Amended and Restated Consulting Agreement (the “Agreement”) is made effective as of November 12, 2008, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (“Wits Basin”), and Corporate Resource Management, Inc., a Minnesota corporation (the “Consultant”).

WHEREAS, the parties have entered into that certain Consulting Agreement dated as of May 15, 2006 (the “Original Agreement”) relating to Consultant’s provision of certain investment banking services, as an independent contractor, in connection with the purchase and/or sale of mining-related assets (the “Asset Transactions”); and

WHEREAS, the parties wish to amend the terms of their consulting arrangement to the terms set forth herein, superseding the Original Agreement in its entirety.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.   Effect of Original Agreement . The Original Agreement is hereby superseded in its entirety and shall not have further effect.

2.   Consulting Services . Consultant agrees to provide certain investor relations and back office services as set forth on Exhibit A hereto, and any other related services as agreed upon by the parties. Consultant is not authorized to, and will not, participate in the preparation or delivery of any materials relating to the sale of Wits Basin’s securities, offer Wits Basin’s securities, make any recommendations regarding Wits Basin’s securities, assist in or provide financing for purchases of Wits Basin’s securities, represent that Consultant is an agent of Wits Basin, participate in any negotiations relating to the sale of Wits Basin’s securities or the terms of any sale of securities by Wits Basin, or enter into agreements on behalf of or bind Wits Basin.

3.   Compensation . For the various services rendered hereunder, Consultant shall be entitled to a consulting fee in the amount of Thirteen Thousand Seven Hundred Fifty Dollars ($13,750) per month during the term of this Agreement (the “Monthly Fee”). Consultant shall be paid a prorated Monthly Fee for that portion of any less-than-complete month during which the Agreement was in force. The Monthly Fee is commencing retroactively to January 1, 2008.

4.   Reimbursement for Expenses . Wits Basin shall reimburse Consultant for all reasonable and necessary expenses incurred and paid by Consultant in connection with the completion of Consultant’s responsibilities, promptly following presentation to Wits Basin of receipts for such expenses, provided that Consultant shall be required to obtain the prior written consent of Wits Basin.

5.   Independent Contractor .

(a)   Using its best efforts, Consultant shall devote such time to the performance of the services described in this Agreement as may be necessary to satisfactorily complete such services.

(b)   Consultant shall be an independent contractor in the performance of this Agreement and no employee of Consultant shall be deemed an employee of Wits Basin for any purpose whatsoever. Employees of Consultant shall not participate in any benefit programs for Wits Basin employees including, without limitation, health benefits, life insurance, pension or profit sharing plans and paid vacation and sick leave. Consultant shall be solely responsible for the payment of its income taxes as required by any and all governmental agencies with respect to compensation paid to Consultant by Wits Basin, and shall comply with all regulations thereto.

(c)   Consultant shall have no power to act as an agent of Wits Basin or bind Wits Basin in any respect.

6.   Intellectual Property . Consultant agrees that all documents and deliverables (collectively, the “Work Materials”) created in whole or in part by Consultant in the course of or related to the performance of this Agreement shall be treated as if they were “works for hire” for Wits Basin. All ownership and control of the above Work Materials, including any copyright, patent rights and all other intellectual-property rights herein, shall vest exclusively with Wits Basin; provided, however, that such Work Materials shall in no event cover materials that Consultant is required to keep confidentially (including materials that are proprietary to other clients of Consultant) or materials that Consultant does not have the right to sublicense to third parties.

7.   Property . Consultant will not remove from Wits Basin’s offices or premises any documents, records, notebooks, files, correspondence, reports, memoranda, computer tapes, computer disks or similar materials of or containing Confidential Information (as defined below), or other materials or property of any kind, unless necessary in accordance with Consultant’s duties and responsibilities, and in the event that any of such material or property is removed, all of the foregoing will be returned to their proper files or places of safekeeping as promptly as possible after the removal will have served its specific purpose; nor will Consultant make, retain, remove or distribute any copies of any of the foregoing for any reason whatsoever, except as may be necessary in the discharge of Consultant’s assigned duties; and upon the termination of this Agreement, Consultant will leave with or return to Wits Basin all originals and copies of the foregoing, then in Consultant’s possession, whether prepared by Consultant or by others.

8.   Confidential Information .

(a)   Consultant acknowledges and agrees that in the course of, or incident to, its provision of services to Wits Basin, Wits Basin will provide to Consultant, and Consultant will otherwise have access to, Wits Basin’s trade secrets and confidential information (collectively and singularly known as “Confidential Information” and defined further below). Except as will be necessary in the performance of Consultant’s obligations hereunder, Consultant will not disclose or use for Consultant’s direct or indirect benefit or the direct or indirect benefit of any third party, and Consultant will maintain, both during and after this Agreement and Consultant’s provision of services to Wits Basin outside of this Agreement, the confidentiality of any Confidential Information of Wits Basin. Upon Wits Basin’s written consent permitting Consultant to provide or disclose any Confidential Information, Consultant agrees to advise and inform any third party regarding the confidential nature of such information, and ensure that such third party independently agrees in writing to be bound by the terms and conditions set forth in Sections 6, 7 and 8 hereof.

(b)   For purposes of this Agreement, “Confidential Inform