Re: Payment in Satisfaction of certain Management Services Agreements by and between Wits Basin Precious Minerals Inc. ("Wits Basin") and Hawk Uranium Inc. ("Hawk"), and Extension of Promissory Note Maturity Date

Reference is made herein to (i) that certain Management Services Agreement dated August 28, 2007 by and between Wits Basin and Hawk, (ii) that certain Management Services Agreement dated January 22, 2008 by and between Wits Basin and Hawk (the agreements in (i) and (ii) collectively referred to as the “Management Services Agreements”) and (iii) that certain Promissory Note of Wits Basin dated November 12, 2008 issued in favor of Hawk in the principal amount of $60,000 (the “Note”).  All capitalized terms not defined herein shall have the meaning provided in the Management Services Agreements and Note, respectively.

Wits and Hawk agree that all amounts due and payable under the Management Services Agreements, including any interest or penalties that may have accrued thereunder, will be paid and settled in full through 3,218,878 unregistered and restricted shares of Wits Basin common stock (the “Shares”), which Shares Wits must issue and deliver to Hawk on or before the Due Date (as hereinafter defined).

With respect to the Note, the parties hereto hereby agree that upon the delivery by Wits to Hawk of the Warrant (as hereinafter defined) on or before the Due Date, the Maturity Date applicable to the Note will be extended to August 31, 2009.  Furthermore, Wits covenants with Hawk that with respect to any proceeds in excess of an aggregate of $300,000 (the “Minimum Raise”) received prior to August 31, 2009 by Wits Basin from (x) the sale of equity of Wits Basin, (y) an increase in the principal amount of any loan made by Wits Basin that is outstanding on the date hereof or (z) a loan that is made by Wits Basin that is not outstanding on the date hereof, Wits Basin shall, within two (2) business days of the close of such sale, loan or loan increase, make a payment under the Note to Hawk in an amount equal to the lesser of (i) twenty-five percent (25%) of the gross proceeds to Wits Basin from such sale, loan or loan increase in excess of the Minimum Raise and (ii) the outstanding balance of the Note; provided that, a refinancing by Wits Basin of any then currently outstanding debt (in an amount equal to or less than such outstanding debt) shall not require a payment to Hawk under this provision.  Wits Basin and Hawk agree that the consideration for the amendments to the terms of the Note sha