EXHIBIT
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement,
      between
      Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”),
      and
      Stephen D. King (the “Executive”)
      is
      entered into as of May 29, 2008 (the “Effective
      Date”).

     

    INTRODUCTION

     

    A. The
      Company desires to continue employing Executive, and Executive desires to
      continue being employed by the Company as the Company’s Chief Executive Officer
      pursuant to the terms of this Agreement.

     

    AGREEMENT

     

    Now,
      Therefore,
      the
      parties hereby agree as follows:

     

    1. Employment.
      Subject
      to all of the terms of this Agreement, the Company hereby agrees to employ
      Executive, and Executive hereby accepts such employment and agrees to serve
      the
      Company with undivided loyalty and to the best of his ability. Executive shall
      report to and take direction from the Company’s Board of Directors.

     

    2. Term.
      Unless
      terminated earlier by either party with 30-day written notice of termination
      to
      the other party, Executive’s employment shall commence on the Effective Date and
      shall continue for a period of three years from the Effective Date (the
“Initial
      Term”).
      Notwithstanding the foregoing, Executive
      understands that nothing in this agreement is intended to modify Executive’s
      at-will employment with the Company and the Company makes no guarantee, or
      express or implied contract, of definite or continued employment with the
      Company. This agreement will renew automatically for one or more additional
      one
      year periods (each, an “Additional
      Term”
and,
      together with the Initial Term, the “Term”)
      unless
      terminated at any time by either party upon 30-day written notice. 

     

    3. Duties.
      The
      Executive shall serve as the Company’s Chief Executive Officer and shall
      perform, subject to the direction of the Company’s Directors (the “Board”),
      duties as may be from time to time directed by Board. The Executive shall devote
      substantially all of his business time, attention and energies to the business
      and affairs of the Company and shall use his best efforts to advance the best
      interests of the Company and shall not during the Term be actively engaged
      in
      any other business activity, whether or not such business activity is pursued
      for gain, profit or other pecuniary advantage, that will interfere with the
      performance by the Executive of his duties hereunder or the Executive’s
      availability to perform such duties or that will adversely affect, or negatively
      reflect upon, the Company. 

     

    4. Compensation.

     

    (a) Base
      Salary.
      In
      consideration for Executive’s services under this Agreement, the Company hereby
      agrees to pay Executive a base salary of $5,000 per month during the Term (the
      “Base
      Salary”).

     

    (b) Benefits.
      During
      the Term, Executive shall be entitled to up to $75,000 annually in lieu of
      any
      employee benefits (the “Benefit Allowance”).
      The
      Benefit Allowance will be payable monthly and Executive may use the Benefit
      Allowance in his discretion.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Reimbursement.
      The
      Company shall reimburse Executive for reasonable out-of-pocket business expenses
      incurred by Executive (“Expenses”)
      on the
      Company’s behalf. Notwithstanding the foregoing, Executive must properly account
      to the Company all such expenses in accordance with the rules and regulations
      of
      the Internal Revenue Service under the Internal Revenue Code of 1986, as
      amended, and in accordance with any standard policies of the Company relating
      to
      reimbursement of business expenses as such policies exist or may be implemented
      in the future. 

     

    (d) Bonus.
      At the
      sole discretion of the Compensation Committee of the Board, Executive
      may
      receive an annual bonus based upon his performance on behalf of the Company
      during any calendar year payable within 90 days following the end of such
      calendar year. 

     

    (e) Stock
      Options.
      On the
      Effective Date, the Company shall grant Executive a stock option (the
“Option”)
      to
      purchase 2,000,000 shares of the Company’s common stock at an exercise price
      equal to the fair market value of the common stock on the date of grant. The
      other terms of the Option are set forth in the stock option agreement between
      the Company and Executive on the date hereof (the “Stock
      Option Agreement”).

     

    5. Confidentiality.
      Except
      as specifically permitted by an authorized officer of the Company or by written
      Company policies, Executive will not, either during or after his employment
      by
      the Company, use Confidential Information (as defined below) for any purpose
      other than the business of the Company or disclose it to any person who is
      not
      also an executive of the Company unless authorized by the Board. When
      Executive’s employment with the Company ends, Executive will promptly deliver to
      the Company all records and any compositions, articles, devices, apparatuses
      and
      other items that disclose, describe, or embody Confidential Information,
      including all copies, reproductions, and specimens of the Confidential
      Information in Executive’s possession, regardless of who prepared them and will
      promptly deliver any other property of the Company in Executive’s possession,
      whether or not Confidential Information. As used in this Section 5,
“Confidential Information” means information that is not generally known and
      that is proprietary to the Company or that the Company is obligated to treat
      as
      proprietary, including information known by Executive prior to the Effective
      Date. Any information that Executive reasonably considers Confidential
      Information, or that the Company treats as Confidential Information, will be
      presumed to be Confidential Information (whether the Executive or others
      originated it and regardless of how the Executive obtained it).

     

    6. Non-Solicitation
      and Non-Competition.
      Executive agrees that, during the Term and for a
      period
      of time (the “Restricted
      Period”,
      as
      determined below) following the termination of Executive’s employment with the
      Company for any or no reason, Executive will not, without the prior written
      consent of the Company, directly or indirectly, do or commit any of the
      following acts: 

     

    (a) Induce,
      entice, hire or attempt to hire, employ or otherwise contract with any employee
      or independent contractor of the Company; provided, that Executive may contract
      with independent contractors for matters that are not related to the business
      activities of the Company. 

     

    (b) Induce,
      or attempt to induce any employee or independent contractor of the Company
      to
      leave the employ or cease doing business with the Company. 

     

    (c) Induce,
      or attempt to induce, any customer, supplier, vendor or any other person to
      cease doing business with the Company. 

     

    (d) Induce
      or
      attempt to induce any individual to violate any agreement with the Company.
      


    
      
        
        

      

      
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    Executive
      further agrees that, during the Term and the Restricted Period, he will not,
      without the prior written consent of the Company, directly or indirectly, render
      services, advice or assistance to any corporation, person, organization or
      other
      entity which engages in the mining business, as an employee, independent
      contractor, officer, director, manager, beneficial owner, partner, member
      shareholder (other than being a shareholder of a corporation required to file
      periodic reports with the Securities and Exchange Commission under Section
      13 or
      15(d) of the Securities Exchange Act of 1934, as amended, where the
      shareholder’s total holdings are less than three percent (3%)). The covenants
      and provisions set forth in Section 5 and Section 6 of this Agreement will
      survive the termination of this Agreement. If Executive’s employment with the
      Company is terminated within one (1) year of the Effective Date, then the
      Restricted Period is three (3) months. If Executive’s employment with the
      Company is terminated on or following the one (1) year anniversary of the
      Effective Date, but prior to the two (2) year anniversary of the Effective
      Date,
      then the Restricted Period is six (6) months. If Executive’s employment with the
      Company is terminated on or following the two (2) year anniversary of the
      Effective Date, but prior to the three (3) year anniversary of the Effective
      Date, then the Restricted Period is nine (9) months. If Executive’s employment
      with the Company is terminated on or following the three (3) year anniversary
      of
      the Effective Date, then the Restricted Period is one (1) year. 

     

    7. Termination
      For Cause.
      Notwithstanding any provision of this Agreement to the contrary, Executive’s
      employment hereunder shall be terminated upon Executive’s death and may also be
      terminated by written notice to Executive from the Board for Cause, effective
      upon the date of delivery of such notice. Any of the following actions by
Executive
      shall
      constitute “Cause”:

     

    (a) Executive’s
      commission of embezzlement, theft or other dishonest or fraudulent acts of
      a
      material nature;

     

    (b) Material
      misconduct by Executive
      in respect of the duties or obligations of Executive under this
      agreement,
      including, without limitation, insubordination with respect to directions
      received by Executive from
      the
      Board;

     

    (c) Executive’s
      conviction of any felony or a misdemeanor involving a crime of moral turpitude
      (including entry of a nolo contendere plea);

     

    (d) Executive’s
      willful malfeasance or gross negligence which has a material adverse effect
      on
      the Company or its business or any affiliate of the Company, including, but
      not
      limited to, any officer, director, Executive
      or
      shareholder of the Company, provided that the Company gives notice thereof
      identifying the conduct alleged and, if such action is capable of cure, gives
      Executive 10 business days to cure;

     

    (e) Persistent
      inattention or failure by Executive to discharge his duties and responsibilities
      due to alcohol or drug abuse, provided that the Company gives notice thereof
      identifying the conduct alleged, and, if such action is capable of cure, gives
      Executive
      10
      business days to cure;

     

    (f) A
      material breach by Executive of any provision of this agreement that is not
      cured by Executive within 10 business days after written notice thereof is
      given
      to Executive by the Company.

     

    Any
      determination of Cause will be made by the Board. With respect to any such
      determination, the Board will act fairly and in good faith and will give
      Executive and his counsel an opportunity to appear and be heard at a meeting
      with the Board and present evidence on Executive’s behalf.


    
      
        
        

      

      
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    8. Compensation
      Following Termination.
      If
      Executive’s employment is terminated within one year of the Effective Date by
      the Company for any reason other than because of Executive’s death or for Cause,
      then the Company (or its successor, as applicable) shall pay Executive his
      accrued compensation through the date of such termination and pay to Executive
      $56,250 in cash (subject to applicable withholdings) to be paid as directed
      by
      Executive. If Executive’s employment is terminated on or following the one year
      anniversary of the Effective Date, but prior to the two year anniversary of
      the
      Effective Date by the Company for any reason other than because of Executive’s
      death or for Cause, then the Company (or its successor, as applicable) shall
      pay
      Executive his accrued compensation through the date of such termination and
      pay
      to Executive $112,500 in cash (subject to applicable withholdings) to be paid
      as
      directed by Executive. If Executive’s employment is terminated on or following
      the two year anniversary of the Effective Date, but prior to the three year
      anniversary of the Effective Date by the Company for any reason other than
      because of Executive’s death or for Cause, then the Company (or its successor,
      as applicable) shall pay Executive his accrued compensation through the date
      of
      such termination and pay to Executive $168,750 in cash (subject to applicable
      withholdings) to be paid as directed by Executive. If Executive’s employment is
      terminated on or following the three year anniversary of the Effective Date,
      for
      any reason other than because of Executive’s death or for Cause, then the
      Company (or its successor, as applicable) shall pay Executive his accrued
      compensation through the date of such termination and pay to Executive $225,000
      in cash (subject to applicable withholdings) to be paid as directed by
      Executive. 

     

    9. Dispute
      Resolution.
      Any
      dispute arising out of or related to Executive’s employment with the Company or
      this Agreement or any breach or alleged breach hereof shall be exclusively
      decided by binding arbitration before a single arbitrator in a mutually
      convenient location pursuant to and in accordance with the rules of the American
      Arbitration Association. The arbitrator shall have the power and authority
      to
      issue temporary and permanent awards of injunctive and equitable relief.
      Attorney’s fees in each case shall be paid to the prevailing party by the
      non-prevailing party. Executive irrevocably waives Executive’s right, if any, to
      have any disputes between Executive and the Company arising out of or related
      to
      Executive’s employment with the Company or this Agreement decided in any
      jurisdiction or venue other than by binding arbitration pursuant to the terms
      hereof. The promises by the Company and Executive to arbitrate, which the
      parties agree can be a less expensive and quicker way to resolve disputes than
      litigating them in court or before other agencies or tribunals, constitutes
      adequate, reasonable and sufficient mutual consideration for the enforcement
      of
      this Agreement. 

     

    10. General
      Provisions.

     

    (a) Successors
      and Assigns.
      This
      Agreement is binding on and inures to the benefit of the Company’s successors
      and assigns, all of which are included in the term the “Company” as it is used
      in this Agreement; provided,
      however,
      that
      the Company may assign this Agreement only in connection with a merger,
      consolidation, assignment, sale or other disposition of substantially all of
      its
      assets or business.

     

    (b) Amendment.
      This
      Agreement may be modified or amended only by a written agreement signed by
      both
      the Company and Executive.

     

    (c) Governing
      Law.
      The laws
      of Minnesota will govern the validity, construction, and performance of this
      Agreement, without regard to any choice of law or conflict of law rules and
      regardless of the location of any arbitration under this Agreement.


     

    (d) Construction.
      Wherever possible, each provision of this Agreement will be interpreted so
      that
      it is valid under the applicable law. If any provision of this Agreement is
      to
      any extent invalid under the applicable law, that provision will still be
      effective to the extent it remains valid. The remainder of this Agreement also
      will continue to be valid, and the entire Agreement will continue to be valid
      in
      other jurisdictions.


    
      
        
        

      

      
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    (e) No
      Waiver.
      No
      failure or delay by either the Company or Executive in exercising or enforcing
      any right or remedy under this Agreement will waive any provision of the
      Agreement. Nor will any single or partial exercise by either the Company or
      Executive of any right or remedy under this Agreement preclude either of them
      from otherwise or further exercising these rights or remedies, or any other
      rights or remedies granted by any law or any related document.

     

    (f) Entire
      Agreement.
      This
      Agreement together with the Stock Option Agreement supersedes all previous
      and
      contemporaneous oral negotiations, commitments, writings, and understandings
      between the parties concerning the matters in this Agreement. In the case of
      any
      conflict between the terms of this Agreement and any other agreement, writing
      or
      understanding, this Agreement will control.

     

    (g) Notices.
      All
      notices and other communications required or permitted under this Agreement
      shall be in writing and shall be hand delivered or sent by registered or
      certified first class mail, postage prepaid, and shall be effective upon
      delivery if hand delivered, or three days after mailing if mailed to the
      addresses stated below. These addresses may be changed at any time by like
      notice:

     

    
      	
              If
                to the Company:

            	
              Wits
                Basin Precious Minerals Inc.

              900
                IDS Center, 80 South Eighth Street

              Minneapolis,
                MN 55402

            
	 	 
	
              If
                to Executive:

            	
              Stephen
                D. King

            


    

     

    (h) Counterparts.
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one agreement binding on all parties. Each party
      shall
      become bound by this Agreement immediately upon signing any counterpart,
      independently of the signature of any other party. In making proof of this
      Agreement, however, it will be necessary to produce only one copy signed by
      the
      party to be charged. Signatures
      delivered electronically or via facsimile shall be valid and binding to the
      same
      extent as original signatures.

     

    Signature
      Page Follows

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned Executive and the Company have executed this
      Agreement effective as of the Effective Date.

     

    
      	 	
              Wits
                Basin Precious Minerals Inc.

            
	 	
              a
                Minnesota corporation

            
	 	 	 
	 	 	 
	 	
              By 

            	
              /s/ Mark D. Dacko

            	 
	 	 	
              Mark
                D. Dacko

            
	 	 	
              Its:
                CFO

            
	 	 	 
	 	 	 
	 	
              /s/ Stephen D. King

            	 
	 	
              Stephen D. King

            


    

    


    Signature
      Page of Employment Agreement between

    Wits
      Basin Precious Minerals Inc. and Stephen D. King