**Exhibit
      10.42**







**Joint
      Venture Agreement**





*Between*




**[Shanxi
      Hua Ze Nickle Smelting Co.,]**




*and*




**[China
      Global Mining Resources Limited]**





*for
      the establishment of*





[Sino-American
      Hua Ze Nickel & Cobalt Metal Co., Ltd.]





Dated
      14
      April 2007





**THIS
      Joint Venture Agreement** (the
“Agreement”) is entered into by and between the following parties in Xian,
      China. on [April 14, 2007],




[ **Shanxi
      Hua Ze Nickle Smelting Co.,** ], a
      company duly incorporated and existing under the laws of PRC. (“Party
      A”)


Address:
      [High-Tech Zone in Xi’an, Shanxi Province, PRC]




**[China
      Global Mining Resources Limited]** ,
      a
      company duly incorporated and existing under the laws of British Virgin Islands
      (“ Party B”), a wholly-owned subsidiary of Wits Basin Precious Metal Inc, a
      company duly incorporated and existing under the laws of USA;




(Party
      A
      and Party B are hereafter collectively referred to as “Parties”, and
      individually as a “Party”)




**Whereas**




(1)
      The
      Parties agree to establish Sino-foreign equity joint venture called
      [Sino-American Hua Ze Nickel & Cobalt Metal Co., Ltd.] (the “Company” or the
“Joint Venture”) in the city of Xi’an, PRC with Party A to contribute [assets
      and equity interests] it held representing seventy five percent (75%) of the
      equity interest in the Company, Party B to contribute cash representing twenty
      five percent (25%) of the equity interest in the Company, based on this
      Agreement as well as the joint venture contract (“JV Contract”) and articles of
      association (“Articles of Association”) which shall be signed on the basis of
      this Agreement for the establishment of the Company;




(2)
      As of
      the date of this Agreement, the equity interests which Party A proposes to
      inject into the Company are held directly by Party A’ shareholders. Both Parties
      agree that Party A may contribute the equity interests to the Company after
      Party A has made agreements with its shareholders for the acquiring of the
      equity interests;




(3)
      Party
      B acknowledge that the total value of the assets to be contributed and the
      assets relating to the equity interest to be contributed by Party A is above
      RMB
      1 billion. Party B wishes to negotiate with Party on the establishment of the
      Company.




**NOW
      THEREFORE,** it is
      agreed as follows:




**PART
      A.**  **JOINT
      VENTURE ARRANGEMENT**




**Article
      1 – Parties to the Joint Venture**




The
      Parties to the joint venture are:




**(1)**
                  **PARTY
                      A,[ Shanxi Hua Ze Nickle Smelting Co.,
                      ]**




Legal
                  Representative:
              [
                  Wang Yinghu]Position:
              [Chairman
                  of Board]Nationality:
              [
                  Chinese ]




**(2)**
            **PARTY B,
                China Global Mining Resources Limited.,**




Legal
                  Representative:
              [William
                  Green]




2


Position:
              [President]Nationality:
              [U.S.A.]




**Article
      2 – Establishment of the Company**




2.1
              Name
                  and Address




(a)
            The
                name of the Company shall include “Hua Ze” and be registered with the
                company registration authority.




(b)
            The
                name of the Company in Chinese is:
                [         
                ]




The
                    name of the Company in English is: “[Sino-American Hua Ze Nickel &
                    Cobalt Metal Co.,
                    Ltd.]”




(c)
            The
                registered address of the Company shall be at: [High-Tech Zone in
                Xi’an
                Shanxi Province, PRC]




2.2
            Local
                Government Approval




The
      establishment of the Company shall be subject to the approval by appropriate
      government authorities. Party A shall apply, on behalf of the Parties and JV
      Company, to such government authorities for the approval of any and all relevant
      documents legally required for the establishment of the Company, including
      the
      issuance of the Approval Letter, Approval Certificate and Business License
      of
      the Company.




2.3
            Hong
                Kong & U.S. Approvals




Party
      B
      should apply for both government authorities for the approvals when it is
      required by the relevant laws and regulations.




**Article
      3 – Purpose and Scope of Business**




3.1
            Purpose




The
      purpose of the Company shall be to adopt advanced technology and such other
      management methods in order to achieve favourable economic results and an
      acceptable rate of return for the Parties on their respective capital
      contributions as well as to make a contribution to PRC.




3.2
            Scope
                of Business




The
      scope
      of the business of the Company shall be Nickel and Cobalt smelting, mines
      development and other metal’s development and producing. And it subjects to any
      legally required government approvals and/or registrations.




3.3
            Production
                and Operation Scale




After
      the
      further financing and development of the Company’s business, the annual
      production capacity of electric nickels products of the Company expected for
      the
      year of 2010 is 10,000 tons and with the annual profit no less than RMB780
      million.




3


**Article
      4 – Total Investment and Registered Capital**




4.1
            Total
                Investment




The
      Company’s total investment shall be RMB two and one half billion
      (RMB2,500,000,000].




4.2
            Registered
                Capital




The
      Company’s registered capital shall be RMB one billion four hundred and forty
      nine million three hundred and seventy five thousand
      (RMB1,449,375,000).




4.3
            Capital
                Contribution and Equity Ratio




(a)
            Party
                A’s contribution to the registered capital of the Company shall be
                in the
                form of assets and equity interest of its controlling subsidiary,
                in the
                amount of RMB1,087,031,250, representing seventy five percent (75%)
                of the
                equity interest of the Company. (The value of related assets and
                interest
                contributed should include the unsecured liabilities of RMB a hundred
                and
                sixty million (RMB 160,000,000) recorded as accounts payable or
                shareholders’ loans specified in the Appendix 1 of this
                Agreement.)




The
      equity interest that Party A will contribute to the Company is detailed in
      Appendix 1 attached hereto.




(b)
            Party
                B’s contribution to the registered capital of the Company shall be
                in the
                form of cash in the amount of RMB362,343,750, representing twenty
                five
                percent (25%) of the equity interest of the Company. Purpose of use
                of
                such contribution and use of the loans specified in Article 4.4 and
                Article 4.6 is detailed in Appendix 2 attached
                hereto.




4.4
            Contribution
                and Loan Arrangement Schedule




4.4.1
            Subject
                to the satisfaction of the conditions set forth in Article 4.5 below,
                Party A shall:




(a)
            contribute
                40% of its contribution in the amount of RMB434,812,500 within 30
                days
                after the date of issuance of the Company’s Business License (the
                “Establishment Date”); and




(b)
            contribute
                the balance of its contribution of the registered capital of the
                Company
                before 31stDecember, 2007.




4.4.2
            Subject
                to the satisfaction of the conditions set forth in Article 4.5 below,
                Party B shall make the following contribution and loan
                arrangement:




(a)
            RMB
                154,648,313 is equity contribution by cash within 90 days of signing
                of
                the Agreement;




(b)
            The
                remaining RMB 347,850,000 will be equity contribution and shareholder’s
                loan before December 31 2007. The equity contribution shall be 59.71
                % of
                this part of payment and the shareholder’s loan shall be
                40.29%.




4


4.5
                Conditions
                    Precedents




Each
      Party shall not be obligated to make its respective capital contributions to
      the
      registered capital of the Company until and unless each of the following
      conditions has been satisfied without delay, unless waived by the Party in
      writing:




(a)
            The
                following documents or certificates required for the legal establishment
                of the Company have been issued:




(i)
            an
                approval document issued by appropriate government authorities approving
                the Feasibility Study Report and all its appendices jointly prepared
                by
                the Parties relating to the establishment and operations of the
                Company;




(ii)
            the
                Approval Letter and Approval Certificate issued by appropriate government
                authorities approving the establishment of the Company, the JV Contract
                and the Articles of Association of the Company (including their respective
                Exhibits) without varying their terms unless any such variation has
                first
                been agreed by the Parties in
                writing;




(iii)
            the
                Business License of the Company issued by appropriate government
                authority.




(b)
            Party
                B has, according to Article 4.6 of the Agreement, arranged the loan
                in the
                amount of RMB seventy seven million three hundred thousand (RMB77,300,000)
                to Party A or a third party designated by Party A and Party A or
                the said
                third party has received such loan before May 7,
                2007.




4.6
            Pre
                Financing Arrangement




Party
      B
      shall arrange the loan in the amount of RMB seventy seven million three hundred
      thousand (RMB77,300,000) to Party A or the third party designated by Party
      A
      before May 7, 2007 for the purpose of mining development and construction for
      the subsidiary listed in the Appendix 1 hereof. The detailed payment schedule
      and repayment of such loan may be further negotiated and determined by the
      parties.




4.7
            Further
                Financing Arrangement




Both
      Parties may arrange further financing arrangement for Company to the extent
      permitted by PRC laws and according to the Company’s Articles of Association for
      the Company’s business development.




4.8
            Priority
                Call Option




After
      the
      completion of loans provided in Article 4.4 and Article 4.6, Party B may remain
      the right, in any time, to convert of the outstanding balance of such loans
      into
      equity interest in the Company to hold additional equity interest of the Company
      to the extent permitted by the PRC laws and regulations.




After
      the
      establishment of the Company, Party B has the first right for call option for
      acquiring another 40% of the equity interest of the Company when Party A has
      the
      intention to transfer such equity interest it holds. Detailed terms and
      conditions shall be negotiated and determined by the Parties.




5


4.9
            Priority
                Future Acquisition Option




Party
      B
      has the priority right to acquire other mines which are and to be owned by
      the
      connected party of Party A, including zinc mines, moly mines and any other
      mines. Detailed terms and conditions shall be negotiated and determined by
      the
      Parties.




**Article
      5 – Board of Directors and General Manager**




5.1
            Formation




The
      date
      of the issuance of the business license of the Company shall be the date of
      the
      establishment of the Company and the Board of Directors. The Board of Directors
      is the highest authority of the Company and shall decide all major issues of
      the
      Company.




5.2
            Board
                Composition and Term of Office




The
      Board
      of Directors of the Company shall consist of [five (5)] persons. Party A shall
      appoint [three (3)] persons, Party B shall appoint [two (2)] persons. The
      Chairman shall be nominated by Party A. The Chairman is the legal representative
      of the Company. The term of office of the Directors and the Chairman shall
      be
      three (3) years, provided that any Party may replace any of their appointed
      Directors during the term of their office. Directors are eligible to serve
      consecutive terms if they are re-appointed by the Parties. The names of the
      members of the initial Board of Directors appointed by the Parties are set
      forth
      in Appendix 3 attached hereto.




5.3
            Authority
                of Board of Directors




The
      following matters shall require the unanimous vote of all Directors present
      at a
      duly convened meeting of the Board of Directors or unanimous written consent
      if
      adopted by a written resolution without a meeting:




(a)
            amendment
                of the Articles of Association or the JV
                Contract;




(b)
            increase
                or decrease in the registered capital of the
                Company;




(c)
            termination
                or dissolution of the Company;




(d)
            merger
                with another organization, division or change of the form of the
                Company.




Such
      other matters as agreed to by the Parties in the JV Contract and the Articles
      of
      Association of the Company shall also require unanimous approval by the Board
      of
      Directors; provided that any matters that are not legally required to be
      resolved by unanimous decision by the Board of the Directors shall be decided
      upon by simple majority.




5.4
            General
                Manager




The
      Company shall have one General Manager and Two Deputy General Managers, who
      shall be nominated by Party A and officially appointed by the Board of
      Directors. The name of the General Manager and Deputy General Managers are
      set
      forth in Appendix 4 attached hereto.




5.5
            The
                Company shall have one Financial Officer. The first Financial of
                the
                Company shall be nominated by Party B and officially appointed by
                the
                Board of Directors. The position of the Financial Officer shall be
                concurrently held by one Director nominated by Party B. The powers
                and
                duty of the




6


Financial
      Officer of the Company shall be further negotiated and determined by the Parties
      in the Articles of Associations.




**Article
      6 – Profit Distribution**




6.1
            Dividends




The
      Parties agree that the dividends to be distributed shall be paid to each Party
      in accordance with the proportion of paid-up contribution by the Party in the
      registered capital of the Company.




**Article
      7 – JV Documents**




The
      Parties hereby specifically agree to the following:




(1)
      The
      Agreement shall become effective after being signed by the authorized
      representatives of the Parties and affixed with the official seals of the
      Parties;




(2)
      Once
      the Agreement becomes effective, it shall supersede the *Termsheet
      for Convertible Bond Facility* signed
      on March 27, 2007 by Party B and Shanxi Xingwang Group. The *Termsheet
      for Convertible Bond Facility* shall
      become void and null upon the Agreement’s becoming effective;




(3)
      Once
      the Articles of Association and the JV Contract becomes effective, such
      documents shall supersede this Agreement and this Agreement shall become void
      and null; and




(4)
      Party
      A may terminate the Agreement in its absolute discretion if Party B fails to
      arrange the loan as specified in Article 4.6 to Party A or the third party
      designated by Party A within 15 business days after signing of this
      Agreement.




(5)
      The
      use of the Party B’s contribution and loans in the Company shall be in strict
      compliance with the purpose of use specified in Appendix 2 of the
      Agreement.




**Article
      8 – JV Contract and Articles of Association**




The
      formal JV documents(including JV Contract and Articles of Association) shall
      be
      signed by both Parties within one month after signing of the
      Agreement




**Article
      9 – Confidentiality and Non-Disclosure**




Each
      Party agrees to keep confidential and not disclose to any third party the terms
      of this Agreement and/or any related matter without the prior written consent
      of
      the other Party.




**Article
      10 – Governing Law**




The
      formation of this Agreement, the JV Contract and the Articles of Association,
      their validity, interpretation, execution and settlement of any disputes arising
      thereunder shall be governed by, and construed in accordance with, the laws
      of
      the PRC excluding Hong Kong, Macao and Taiwan.




**Article
      11 – Dispute Resolution**




The
      Parties shall strive to settle any dispute, controversy or claim arising from
      the interpretation or performance of, or in connection with the Agreement
      through friendly consultations. In case no settlement can be reached through
      consultations within sixty (60) days of the delivery of notice requesting such consultation
      by one Party to the other Party, then such dispute shall be submitted to China
      International Economic and Trade Arbitration Commission for arbitration in
      Beijing. The arbitration proceedings shall be conducted in Chinese. The
      arbitration shall be legally final and binding on the Parties.




7




**Article
      12 – Language and Counterparts**




This
      Agreement is written in English and Chinese. Both language versions shall have
      equal validity and any inconsistencies or conflicts between the two language
      versions shall be resolved according to the intention of the Parties and the
      purpose of this Agreement. This Agreement is executed in two (2) originals
      of
      each language version, with each Party having one (1) of each language
      version.




IN
      WITNESS WHEREOF, the Parties have caused their respective duly authorized
      representatives to execute the Agreement and affix their respective office
      seals
      to this Agreement as of the date first written above.




(Below
      is
      left blank intentionally)




8


*(signing
      page)*




[Shanxi
      Huaze Nickle Smelting Co.,] (seal)




Authorized
      Representative: ___________________________




Signature: /s/




[China
      Global Mining Resources Limited](seal)




Authorized
      Representative:




Signature: /s/




9


**Appendix
      1**




**[Equity
      interest to be Contributed by Party A to the Company]**




[Ping’an
      Xinhai Resource Development Company Limited, 93.33% equity
      interest]


10


**Appendix
      2**




**Purpose
      of use of the Party B’s contribution and loans**




Item
            
            Capital
                (RMB10,000)Constructing
                and equipment of Yuanshishan
            
            10000Repayment
            
            16000Develop
                new mine
            
            17000Cash
                flow for Mine
            
            7000Cash
                flow for smelting plant
            
            5000Cash
                flow for smelting technical system
            
            2000Total
            
            57000


11


**Appendix
      3**




**[Initial
      Members of the Company’s Board of Directors]**




Director
      nominated by Party A:




Director
      nominated by Party B:




12


**Appendix
      4**




**[
      Managers of the Company]**




General
      Manager nominated by Party A:




Deputy
      General Manager nominated by Party A:








13