AMENDMENT No. 2 TO CONVERTIBLE NOTES PURCHASE AGREEMENT

This Amendment No. 2 to Convertible Notes Purchase Agreement (this “ Amendment ”) is entered into on this 10 day of November, 2008, by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (the “ Issuer ”), and China Gold, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns “ Purchaser ”), to amend, as hereinafter set forth, the terms of that certain Convertible Notes Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser, as previously amended on June 19, 2007 (as amended, the “ Purchase Agreement ”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings as defined in the Purchase Agreement.

A.   Issuer and Purchaser entered into the Purchase Agreement on April 10, 2007, which contemplated the initial sale by Issuer, and purchase by Purchaser, of an aggregate minimum of $12,000,000 and an aggregate maximum of $25,000,000 in convertible notes of Issuer within 12 months of the Initial Closing Date.

B.   Pursuant to the Purchase Agreement, on April 10, 2007, Issuer sold, and Purchaser purchased, that certain Convertible Note in the amount of $3,000,000 (“ Note 1 ”). On May 7, 2007, Issuer sold, and Purchaser purchased, that certain Convertible Note in the amount of $2,000,000 (“ Note 2 ”). On June 19, 2007, Issuer sold and Purchaser purchased that certain Convertible Note in the aggregate amount of $4,000,000 (“ Note 3 ”). On July 9, 2007, Issuer sold, and Purchaser purchased, that certain Convertible Note in the amount of $800,000 (“ Note 4 ”; collectively with Note 1, Note 2 and Note 3, the “ Prior Notes ”).

C.   On even date herewith, Issuer and Purchaser have cancelled the Prior Notes and Issuer has issued Purchaser an Amended and Restated Promissory Note in the aggregate principal amount of $9,800,000 in the form attached hereto as Exhibit A (the “ Amended and Restated Note ”), which, amongst other amendments to the terms of the Prior Notes, terminates the conversion feature of the Prior Notes and terminates certain Purchase Rights (as defined in the Purchase Agreement) provided to Purchaser. In consideration thereof, Issuer has issued Purchaser a five-year warrant to purchase up to 39,200,000 shares of the Issuer’s common stock, par value $0.01 per share, at an exercise price of $0.15 per share, in the form attached hereto as Exhibit B .

D.   Issuer and Purchaser wish to amend the Purchase Agreement, in the respects, but only in the respects, as set forth herein, to eliminate the Purchase Rights previously provided to Purchaser in the event of satisfaction of the Prior Notes or the Amended and Restated Note.

Now, Therefore, the parties hereto hereby agree as follows:

Section 1.   AMENDMENTS

1.1   Section 2.5 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

2.5   Prepayment of N