SECOND AMENDED AND RESTATED PROMISSORY NOTE

EXHIBIT 10.2   NEITHER THIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE “SECURITIES LAWS”) AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ENCUMBERED IN THE ABSENCE OF COMPLIANCE WITH SUCH SECURITIES LAWS AND UNTIL THE ISSUER THEREOF SHALL HAVE RECEIVED AN OPINION FROM COUNSEL ACCEPTABLE TO IT THAT THE PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.  TRANSFER OF THIS CONVERTIBLE NOTE IS ALSO RESTRICTED BY THE CONVERTIBLE NOTES PURCHASE AGREEMENT REFERRED TO HEREIN.   THE PAYMENT AND PERFORMANCE OF THIS CONVERTIBLE NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN CONVERTIBLE NOTES PURCHASE AGREEMENT ENTERED INTO AS OF APRIL 10, 2007, AS AMENDED BY THAT CERTAIN AMENDMENT TO CONVERTIBLE NOTES PURCHASE AGREEMENT DATED JUNE 19, 2007, THAT CERTAIN AMENDMENT NO. 2 DATED NOVEMBER 10, 2008, AND THAT CERTAIN AMENDMENT NO. 3 DATED DECEMBER 22, 2008 BY THE HOLDER AND ISSUER.   CERTIFICATE NO: 1   SECOND AMENDED AND RESTATED PROMISSORY NOTE  

FOR VALUE RECEIVED, Wits Basin Precious Minerals Inc., a corporation organized and existing under the laws of the State of Minnesota (“Issuer”), hereby unconditionally promises to pay to the order of China Gold LLC, a Kansas limited liability company, or its successors and assigns (the “Holder”) on demand at any time on or after February 15, 2010 (the “Maturity Date”), the principal sum of up to Ten Million Four Hundred Twenty-One Thousand One Hundred Seven and 18/100 Dollars ($10,421,107.18) (the “Principal”), together with accrued and unpaid interest thereon, as provided herein and from the Prior Notes below until fully paid (the “Indebtedness”), all without relief from valuation or appraisement laws.   This Second Amended and Restated Promissory Note (the “Note”) is issued pursuant to that certain Convertible Notes Purchase Agreement dated as of April 10, 2007, as previously amended by that certain Amendment to Convertible Notes Purchase Agreement dated June 19, 2007, as further amended by that certain Amendment No. 2 to Convertible Notes Purchase Agreement on November 10, 2008, and as further amended by that certain Amendment No. 3 to Convertible Notes Purchase Agreement on the date hereof  (as amended, modified, or replace from time to time, the “Notes Purchase Agreement”).  Pursuant to that certain Amended and Restated Promissory Note dated November 11, 2008 (the “First Amended Note”), the Issuer and Holder amended and consolidated the following notes issued pursuant to the Notes Purchase Agreement:  (i) Convertible Promissory Note issued on April 10, 2007 in the principal amount of $3,000,000; (ii) Convertible Promissory Note issued on May 7, 2007 in the principal amount of $2,000,000; (iii) Convertible Promissory Note issued on June 19, 2007 in the principal amount of $4,000,000; and (iv) Convertible Promissory Note issued on July 9, 2007 in the principal amount of $800,000 (collectively, the “Prior Notes”).  Pursuant to this Note, the First Amended Note is consolidated with that certain Promissory Note dated October 28, 2008 in the principal amount of $441,000.  Holder has delivered the Prior Notes and First Amended Note to Issuer and they have been cancelled in their entirety.  

  1.           Payment of Principal and Interest.  Subject to acceleration or earlier payment as provided for elsewhere in this Note, the Notes Purchase Agreement or any of the other agreements, documents, and instruments relating to any of the Indebtedness or any security therefor that are required by the Notes Purchase Agreement to be executed and delivered to or for the benefit of Holder (collectively, together with this Note and the Notes Purchase Agreement, and as each have and may be amended from time to time, the “Investment Documents”), the principal balance of this Note, and any accrued and unpaid interest thereon, shall be due and payable upon Holder’s demand on or after the Maturity Date.   Issuer shall make all payments payable in cash under this Note in lawful money of the United States.  All payments paid by Issuer to Holder under this Note and under the other Investment Documents shall be applied in the following order of priority:  (a) to amounts, other than principal and interest, due to Holder pursuant to this Note for all costs of collection of any kind, including reasonable attorneys’ fees and expenses; (b) to accrued but unpaid interest on this Note; and (c) to the unpaid principal balance of this Note.  If Issuer makes any payment of principal, interest or other amounts upon the Indebtedness by check, draft, or other remittance, Holder shall not be deemed to have received such payment until Holder actually receives the payment instrument.   2.           Calculation of Interest.  Interest shall accrue on the outstanding principal balance at the end of each day on which any amount is outstanding under this Note at the rate of 12.25% (the “Interest Rate”) per annum.  Interest shall be calculated on a basis of the actual number of days elapsed over a year of 365 days, commencing as of the date hereof.   3.           Prepayment.  This Note may be prepaid in cash or other immediately available funds, in whole or in part, by Issuer at any time and from time to time, without premium or penalty (a “Prepayment”).   4.           Waiver.  Payment of principal and interest due under this Note shall be made without presentment or demand.  The Issuer and all others at any time liable directly or indirectly (including, without limitation, the Issuer, any co-makers, endorsers, sureties and guarantors, all of which are referred to herein as “Parties”), severally waive presentment, demand and protest, notice of protest, demand, and dishonor, and nonpayment of this Note, and all diligence in collection and agree to pay all costs of collection when incurred, including reasonable attorneys’ fees, and to perform and comply with each of the covenants, conditions, provisions, and agreements of the Issuer contained in every instrument now evidencing the Indebtedness.  No release by Holder of any security for payment of the Indebtedness or any modification or restructuring in respect of any lien or security interest held or at any time obtained or acquired by Holder for payment of such Indebtedness shall operate to release, discharge, impair or alter the liability of any Party liable at any time directly or indirectly for payment of such Indebtedness.   5.           Renewal and Modification.  Issuer further agrees that the Indebtedness may be from time to time, extended, renewed, modified, rearranged, or evidenced by one or more other notes or obligations in substitution for this Note and upon and for such term or terms agreed to by Issuer and Holder in writing, and with or without notice to other Parties.  Issuer agrees that upon and after such extension, renewal, modification, rearrangement, substitution, or other change in form of the Indebtedness, each of the other Parties shall remain liable in respect of the Indebtedness so renewed, extended, modified, rearranged, or otherwise evidenced in the same capacity and to the same extent as prior thereto.  No release or discharge (in whole or in part) of any Party hereto by Holder shall in any manner impair, release, discharge, or alter the liability of any other Party.   2

  6.           Events of Default.  Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Note: (a) Issuer fails to timely pay as and when due any monetary obligation under this Note in accordance with the terms hereof; (b) Issuer’s assignment for the benefit of creditors, or filing of a petition in bankruptcy or for reorganization or to effect a plan or arrangement with creditors; (c) Issuer’s application for, or voluntary permission of, t