PROMISSORY NOTE

FOR VALUE RECEIVED, Wits Basin Precious Minerals Inc., a corporation organized and existing under the laws of the State of Minnesota (the “Maker”), hereby unconditionally promises to pay to Hawk Uranium Inc., a Canadian corporation, or its successors and assigns (the “Payee”), at 120 Adelaide Street West, Suite 2500, Toronto, ON M5H 1T1, Canada, or such other place as may be designated by the Payee, on or before February 12, 2009 (the “Maturity Date”), the principal sum of Sixty Thousand U.S. Dollars ($60,000.00) (the “Principal”). Simple interest shall accrue on the Principal at a rate of ten percent (10%).

As additional consideration to Payee for providing financial accommodations to Maker, Maker has agreed to issue the Payee a five-year warrant to purchase up to an aggregate of 250,000 shares of the Maker’s $0.01 par value common stock at a purchase price of $0.125 per share, such warrant to be issued at such time Maker has authorized and unissued shares of common stock available.

The Maker acknowledges that the warrant to be issued to Payee pursuant to this Promissory Note shall have been duly authorized by the Maker’s board of directors.

In connection with the acquisition of the warrant, the Payee represents and assures the Maker, to the best of its knowledge, the following:

(a)   Payee is not a “US Person” as defined in Rule 902(K) of the United States Securities Act of 1933 and that the offer and sale of the warrant is being made in an offshore transaction and that no selling efforts were made by the Maker or any of its affiliates;

(b)   Payee acknowledges that it has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Maker concerning an investment in the warrant, and any additional information which the Payee has requested;

(c)   Payee has had experience in investments in restricted, speculative