Exhibit
      10.1

    


    Wits
      Basin Precious Minerals, Inc.

    80
      South 8th Street, Suite 900

    Minneapolis
      MN 55402

    


    October
      31, 2007

    


    China
      Gold, LLC

    Attn:
      C.
      Andrew Martin

    7300
      College Blvd., Suite 303

    Overland
      Park, KS 66210 

     

    
      	 	
              Re:

            	
              Amendment
                of Notes issued pursuant to that certain Convertible Notes Purchase
                Agreement dated April 10, 2007 by and between Wits Basin Precious
                Minerals
                Inc. (“Wits Basin”) and China Gold, LLC (“China Gold”), as amended by that
                certain Amendment to Convertible Notes Purchase Agreement dated June
                19,
                2007 (as amended, the “Purchase Agreement”)


            


    

     

    Dear
      Andrew:

     

    This
      letter is to confirm our understanding that China Gold has agreed to, with
      respect to (i) that certain Convertible Note of Wits Basin dated April 10,
      2007
      issued in favor of China Gold in the principal amount of $3,000,000 (“Note 1”),
      (ii) that certain Convertible Note of Wits Basin dated May 7, 2007 issued in
      favor of China Gold in the principal amount of $2,000,000 (“Note 2”), (iii) that
      certain Convertible Note of Wits Basin dated July 19, 2007 issued in favor
      of
      China Gold in the principal amount of $4,000,000 (“Note 3”), and (iv) that
      certain Convertible Note of Wits Basin dated July 7, 2007 issued in favor of
      China Gold in the principal amount of $800,000 (“Note 4”; collectively with Note
      1, Note 2 and Note 3, the “Notes”), amend the Maturity Date of each Note (as
      defined in each Note, respectively) to February 28, 2008. 

     

    In
      consideration of China Gold’s agreement, Wits Basin has agreed to (i) reduce the
      Conversion Price (as defined in each Note respectively) applicable to each
      Note
      from $1.00 to $0.50 per share and (ii) reduce the purchase price applicable
      to
      China Gold’s Purchase Right (as defined in the Purchase Agreement, Note 3 and
      Note 4, as applicable) to each Note from $1.00 to $0.50 per share.

     

    Additionally,
      China Gold has agreed to provide Wits Basin the option, exercisable on or before
      February 28, 2008 at the sole discretion of Wits Basin, to further extend the
      Maturity Date of each of the Notes to May 31, 2008 if Wits Basin agrees to
      further reduce the Conversion Price of each Note and the purchase price
      applicable to China Gold’s Purchase Right relating to each Note from $0.50 to
      $0.25 per share. 

     

    All
      purchase rights, in their entirety (9,800,000), will reduce in price, as
      delineated above, on the dates listed above unless the entire principal amount
      and accrued interest is paid in full prior to February 28, 2008. Any partial
      payments prior to February 28, 2008 or May 31, 2008 will not keep the strike
      price from adjusting on all the purchase rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    China
      Gold, LLC

    Attn:
      Andrew Martin

    Page
      2

    October
      31, 2007

     

    Except
      with respect to the specific amendments referenced herein, the terms of the
      Notes shall continue to be in full force and effect as set forth in the
      respective Notes. By execution of this letter, China Gold represents that it
      has
      not sold or otherwise transferred its rights under the Notes to any third party,
      and further acknowledges that it is required to obtain the prior written consent
      of Wits Basin to transfer such rights. 

     

    If
      the
      terms of this letter are consistent with your understanding, please execute
      this
      letter on behalf of China Gold where provided below to confirm your agreement,
      and return it to Wits Basin at 80 South 8th Street, Suite 900, Minneapolis
      Minnesota 55402, Attention: Mark Dacko. 

     

    If
      you
      have any questions, please feel free to contact me at (612) 349-5277. Thank
      you.

     

    
      
        	 	
                Sincerely,

              
	 	 
	 	
                /s/
                  Stephen D. King

              
	 	
                Stephen
                  D. King

              
	 	
                Chief
                  Executive Officer

              


      

    

     

    Agreed
      of
      the 31st day of October, 2007:

    


    
      	
              CHINA
                GOLD, LLC

            	 
	
              By:
                Pioneer Holdings, LLC

            	 
	
              Its:
                Manager

            	 
	 	 
	
              /s/
                C. Andrew Martin

            	 
	
              C.
                Andrew Martin, Manager