EXHIBIT
      10.2

    Wits
      Basin Precious Minerals Inc.

    Stock
      Option Agreement

    (Non-Statutory)

     

    This
      stock option agreement is effective as of May 29, 2008 between Stephen D. King
      (“Executive”),
      and
      Wits Basin Precious Minerals Inc., a Minnesota corporation (the “Company”).

     

    Background

    


    A. The
      Company desires to induce Executive to continue to serve the Company as an
      executive.

     

    B. The
      Company has adopted the 2007 Stock Incentive Plan (the “Plan”)
      pursuant to which shares of common stock of the Company have been reserved
      for
      issuance under the Plan. 

     

    Now,
      Therefore,
      the
      parties hereto agree as follows:

     

    1. Incorporation
      by Reference.
      The
      terms of the Plan, a copy of which has been delivered to Executive, are hereby
      incorporated herein and made a part hereof by reference as if set forth in
      full.
      In the event of any conflict or inconsistency between the provisions of this
      Agreement and those of the Plan, the provisions of the Plan shall govern and
      control.

     

    2. Grant
      of Option; Purchase Price.
      Subject
      to the terms and conditions herein set forth, the Company hereby irrevocably
      grants from the Plan to Executive the right and option, hereinafter called
      the
“Option”,
      to
      purchase all or any part of an aggregate of 2,000,000 shares of common stock
      of
      the Company (the “Shares”)
      at the
      price per Share of $0.20.

     

    3. Exercise
      and Vesting of Option.
      The
      Option shall be exercisable only to the extent that all, or any portion thereof,
      has vested in the Executive. Except as provided in Paragraphs 4 and 5 below,
      the
      right to purchase the Shares subject to the Option shall vest pro rata in three
      annual installments beginning on May 1, 2009, and continuing each year
      thereafter until the Option is fully vested (the “Annual
      Installments”),
      as
      set forth in the following schedule, so long as Executive continues to be
      employed by the Company (each such date is hereinafter referred to singularly
      as
      a “Vesting
      Date”
and
      collectively as “Vesting
      Dates”):

     

    
      	
              Total
                Shares Subject 

              to
                Vesting Date

            	 	
               

              Vesting
                Date

            
	 	 	 
	
              666,667

            	 	
              May
                29, 2009

            
	
              666,667

            	 	
              May
                29, 2010

            
	
              666,666

            	 	
              May
                29, 2011

            


    

    


    4. Acceleration
      of Vesting.
      Notwithstanding the above, all of the Shares will become immediately vested
      if
      the closing sale price of the Company’s common stock (as quoted on the OTCBB or
      an exchange) remains at or above $1.00 per share for 30 trading days.
      Additionally, the entire unvested portion of the Option will immediately vest
      upon Executive’s death, upon the occurrence of a Change in Control (as defined
      below), or upon the Company’s termination of Executive for any reason except for
      Cause (as defined in the employment agreement between the Company and Executive
      dated on the date hereof). “Change in Control” means (i) the acquisition,
      directly or indirectly by any person (as such term is defined in Section 13(d)
      and 14(d)(2) of the Securities Exchange Act of 1934, as amended), in one
      transaction or a series of related transactions, of securities of the Company
      representing in excess of 50% or more of the combined voting power of the
      Company's then outstanding securities or (ii) the disposition by the Company
      (whether direct or indirect, by sale of assets or stock, merger, consolidation
      or otherwise) of all or substantially all of its business and/or assets in
      one
      transaction or series of related transactions (other than a merger effected
      exclusively for the purpose of changing the domicile of the Company).


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    5. Term
      of Option.
      To the
      extent vested, and except as otherwise provided in this agreement, the Option
      shall be exercisable for 10 years from the date of this agreement; provided,
      however,
      that in
      the event Executive ceases to be employed by the Company, for any reason or
      no
      reason, with or without cause, Executive or his/her legal representative shall
      have one year from the date of such termination of his/her position as an
      executive to exercise any part of the Option then vested. Upon the expiration
      of
      that one year period, or, if earlier, upon the expiration date of the Option
      as
      set forth above, the Option shall terminate and become null and
      void.

     

    6. Reduction
      in Shares Due to Listing.
      In the
      event the Company attempts to obtain listing of its common stock on a stock
      exchange and such stock exchange, as a condition to listing (to be determined
      in
      the sole discretion of the board of directors of the Company), requires that
      the
      Company reduce the number of Shares issued to Executive hereunder, the Company
      shall be entitled to reduce the number of Shares issued hereunder accordingly
      to
      obtain listing on that exchange, provided that the Shares are not then vested.
      

     

    7. Rights
      of Option Holder.
      Executive, as holder of the Option, shall not have any of the rights of a
      shareholder with respect to the Shares covered by the Option except to the
      extent that one or more certificates for such Shares shall be delivered to
      him
      or her upon the due exercise of all or any part of the Option.

     

    8. Transferability.
      The
      Option shall not be transferable except to the extent permitted by the
      Plan.

     

    9. Securities
      Law Matters.
      Executive acknowledges that the Shares to be received by him upon exercise
      of
      the Option may have not been registered under the Securities Act of 1933 or
      the
      Blue Sky laws of any state (collectively, the “Securities
      Acts”).
      If
      such Shares have not been so registered, Executive acknowledges and understands
      that the Company is under no obligation to register, under the Securities Acts,
      the Shares received by him or to assist him in complying with any exemption
      from
      such registration if he should at a later date wish to dispose of the Shares.
      Executive acknowledges that if not then registered under the Securities Acts,
      the Shares shall bear a legend restricting the transferability thereof, such
      legend to be substantially in the following form:

     

    “The
      shares represented by this certificate have not been registered or qualified
      under federal or state securities laws. The shares may not be offered for sale,
      sold, pledged or otherwise disposed of unless so registered or qualified, unless
      an exemption exists or unless such disposition is not subject to the federal
      or
      state securities laws, and the Company may require that the availability or
      any
      exemption or the inapplicability of such securities laws be established by
      an
      opinion of counsel, which opinion of counsel shall be reasonably satisfactory
      to
      the Company.”

     

    10. Executive
      Representations.
      Executive hereby represents and warrants that Executive has reviewed with his
      or
      her own tax advisors the federal, state, and local tax consequences of the
      transactions contemplated by this agreement. Executive is relying solely on
      such
      advisors and not on any statements or representation of the Company or any
      of
      its agents. Executive understands that he or she will be solely responsible
      for
      any tax liability that may result to him or her as a result of the transactions
      contemplated by this agreement. The Option, if exercised, will be exercised
      for
      investment and not with a view to the sale or distribution of the Shares to
      be
      received upon exercise thereof.


    
      
        
        

      

      
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    11. Notices.
      All
      notices and other communications provided in this agreement will be in writing
      and will be deemed to have been duly given when received by the party to whom
      it
      is directed at the following addresses:

     

    
      	
              If
                to the Company:

               

              Wits
                Basin Precious Minerals Inc.

              900
                IDS Center

              80
                South Eighth Street

              Minneapolis,
                MN 55402 

              Attn:
                Chief Financial Officer

            	
              If
                to Executive:

               

              Stephen
                D. King

            


    

    


    12. General.
      

     

    (a) The
      Option is granted pursuant to the Plan and is governed by the terms thereof.
      The
      Company shall at all times during the term of the Option reserve and keep
      available such number of Shares as will be sufficient to satisfy the
      requirements of this agreement. 

     

    (b) Nothing
      herein expressed or implied is intended or shall be construed as conferring
      upon
      or giving to any person, firm, or corporation other than the parties hereto,
      any
      rights or benefits under or by reason of this agreement.

     

    (c) Each
      party hereto agrees to execute such further documents as may be necessary or
      desirable to effect the purposes of this agreement.

     

    (d) This
      agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which shall constitute one and the same
      agreement. Signatures
      delivered electronically or via facsimile shall be valid and binding to the
      same
      extent as original signatures.

     

    (e) This
      agreement, in its interpretation and effect, shall be governed by the laws
      of
      the State of Minnesota applicable to contracts executed and to be performed
      therein.

     

    Signatures
      appear on next page


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this stock option agreement
      as of
      the date first written above.

     

    
      	 	
              EXECUTIVE:

            	 
	 	 	 
	 	
              /s/
                Stephen D. King

            	 
	 	
              Name:
                Stephen D. King

            	 
	 	 	 
	 	
              WITS
                BASIN PRECIOUS MINERALS INC.

            	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Mark D. Dacko

            	 
	 	
              Its:

            	
              Chief
                Financial Officer

            	 


    


    
      
        
        

      

      
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