PROMISSORY NOTE

FOR VALUE RECEIVED , Wits Basin Precious Minerals Inc., a corporation organized and existing under the laws of the State of Minnesota (the “ Company ”), hereby unconditionally promises to pay to Andrew Green, a resident of the State of Ohio, or his successors and assigns (the “ Holder ”) on or before March 31, 2007 (the “ Maturity Date ”), the principal sum of Seven Hundred Thousand Dollars ($700,000.00) (the “ Principal ”), together with accrued and unpaid interest thereon at a rate of six percent (6%) per annum, calculated on the basis of actual days elapsed in a year of 365 days.  

1.1   Manner of Payment . All payments of Principal and interest on this Note, whether in cash or upon Optional Exercise of Derivative Securities (pursuant to the terms of Section 2.1 hereof), shall be made at such place as the Holder shall designate to the Company in writing. If any payment of Principal or interest on this Note is due on a day that is not a Business Day, such payment shall be due on the next succeeding Business Day. “ Business Day ” means any day other than a Saturday, Sunday or legal holiday in the State of Minnesota.

1.2   Prepayment . This Note may be prepaid in cash or other immediately available funds, in whole or in part by the Company at any time and from time to time, without premium or penalty. At Holder’s option, any payments on this Note shall be applied first to pay Holder for all costs of collection of any kind, including reasonable attorneys’ fees and expenses, next to the payment of interest accrued through the date of payment, and thereafter to the payment of Principal.

2.1   Optional Exercise of Derivative Securities Upon Maturity . In the event the Principal and accrued interest under this Note is not paid in full on or prior to the Maturity Date, until such time that the this Note is satisfied in full, the applicable portion of the outstanding balance on this Note, including accrued and unpaid interest, as of the end of the day of the Maturity Date (the “ Maturity Balance ”) may, at the option of either the Company or Holder (the “ Optional Exercise ”), be converted into the payment of the aggregate exercise price relating to the “ Derivative Securities ”, such term to be defined herein as any or all, or a combination of (at the discretion of the party exercising the option, of the (i) outstanding warrants (“Warrants”) issued in the name of Holder to purchase an aggregate of 3,550,000 shares of the Company’s common stock, par value $.01 per share (“ Common Stock ”) at an original exercise price of $0.12 per share, but for which the parties hereby agree the exercise price shall be reduced from $0.12 per share to $.09125 per share, and (ii) outstanding rights of Holder to purchase up to 3,000,000 shares of the Common Stock at a purchase price per share of $0.20, as originally provided pursuant to that certain Amendment to Secured Convertible Promissory Note dated April 1, 2006 by and between Holder and the Company, the term of such right as extended to March 31, 2007 by that certain Standby Joint Venture Financing Agreement dated August 18, 2006 and as further extended by the terms of this Note to December 31, 2007. Upon the Optional Exercise, the Derivative Securities shall be deemed exercised in accordance with their respective terms. In the event, and to the extent, the Maturity Balance is greater than the aggregate exercise price of the Derivative Securities, the difference between such amounts shall be due and payable by the Company on the demand of Holder.

2.2   Mechanics and Effect of Optional Exercise . In the event either Holder or the Company shall elect an Optional Exercise, Holder shall, within a reasonable time, be required to physically surrender this Note and, if such election relates to the Warrants, any and all original certificates represe