CONSULTING AGREEMENT

This consulting agreement is entered into as of April 13, 2007 (the “ Effective Date ”), by and between Boston Financial Partners, Inc. (“ Consultant ”), and Wits Basin Precious Minerals Inc., a Minnesota corporation (the “ Company ”).

WHEREAS, the Company and Consultant wish to enter into an agreement whereby Consultant will provide the Company strategic merger, acquisition and corporate advice on a consulting basis.

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

1.   Consulting Services . During the term of this agreement, Consultant shall from time to time perform consulting services to provide the Company strategic merger, acquisition and corporate advice, as well as other consulting services which may in the future be mutually agreed upon by the Company and Consultant. The Company and Consultant hereby acknowledge and agree that: (i) Consultant is not a “broker” or “dealer” as defined under any applicable federal and/or state securities laws; (ii) Consultant shall not engage in any acts for which it is required to be a broker-dealer; (iii) Consultant may introduce potential investors to the Company, but shall not engage in any sales efforts in connection with any investment by any person or entity in the Company; (iv) Consultant shall not participate in any negotiation of the terms of any such investment; and (v) Consultant shall not give any advice to anyone regarding the valuation of, potential return on, or the terms of any investment in, any securities of the Company, except as authorized by the Company.

2.   Compensation . In consideration of the services to be rendered by Consultant hereunder, the Company shall pay Consultant $100,000 in the aggregate payable as the services are invoiced by the Consultant to the Company (the “ Consulting Fee ”). The Company and Consultant shall mutually agree on the portion of the Consulting Fee due under each respective invoice provided by Consultant to the Company. The Company shall pay Consultant on or before the thirtieth day following the Company’s receipt of Consultant’s invoice that has been mutually agreed upon by the Company and Consultant. Consultant shall be responsible for any and all expenses incurred and paid by Consultant in connection with providing the consulting services to the Company hereunder.

3.   Term; Termination . Unless terminated earlier by either party for any reason, or no reason, with ten (10) days’ prior written notice to the other party, the term of this Agreement shall be for a period of six months from the Effective Date.

4.   Confidentiality Obligations . As a condition to Consultant’s continuing relationship with the Company as a consultant, Consultant understands and agrees as follows:

(a)   Consultant hereby acknowledges that he may have received, or may receive in the future, certain confidential or non-public information from the Company concerning the Company (collectively, the “ Confidential Information ”). Confidential Information also includes all reports, analyses, notes or other information that are based on, contain or reflect any evaluation material.

(b)   Consultant shall use the Confidential Information solely for the purpose of performing the services required to be performed by Consultant hereunder. Consultant, and any representatives and agents of Consultant, shall keep all Confidential Information confidential by Consultant, and shall not disclose any Confidential Information without the prior written consent of the Company; provided, however, that any of such information may be disclosed to Consultant’s representatives or agents who need to know such information for the purpose of performing such services required to be performed hereunder (it being understood that Consultant shall inform such representatives and agents of the confidential nature of the Confidential