EXHIBIT
      10.11

     

    AMENDMENT
      No. 2 TO 

    CONVERTIBLE
      NOTES PURCHASE AGREEMENT

     

    This
      Amendment No. 2 to Convertible Notes Purchase Agreement
      (this
“Amendment”)
      is
      entered into on this 10 day of November, 2008, by and between Wits Basin
      Precious Minerals Inc., a Minnesota corporation (the “Issuer”),
      and
      China Gold, LLC, a Kansas limited liability company, its successors and assigns
      (together with its successors and assigns “Purchaser”),
      to
      amend, as hereinafter set forth, the terms of that certain Convertible Notes
      Purchase Agreement dated April 10, 2007 by and between Issuer and Purchaser,
      as
      previously amended on June 19, 2007 (as amended, the “Purchase
      Agreement”).
      Capitalized terms used in this Amendment and not otherwise defined herein shall
      have the same meanings as defined in the Purchase Agreement.

     

    A. Issuer
      and Purchaser entered into the Purchase Agreement on April 10, 2007, which
      contemplated the initial sale by Issuer, and purchase by Purchaser, of an
      aggregate minimum of $12,000,000 and an aggregate maximum of $25,000,000 in
      convertible notes of Issuer within 12 months of the Initial Closing
      Date.

     

    B. Pursuant
      to the Purchase Agreement, on April 10, 2007, Issuer sold, and Purchaser
      purchased, that certain Convertible Note in the amount of $3,000,000
      (“Note 1”).
      On
      May 7, 2007, Issuer sold, and Purchaser purchased, that certain Convertible
      Note
      in the amount of $2,000,000 (“Note 2”).
      On
      June 19, 2007, Issuer sold and Purchaser purchased that certain Convertible
      Note in the aggregate amount of $4,000,000 (“Note 3”).
      On
      July 9, 2007, Issuer sold, and Purchaser purchased, that certain Convertible
      Note in the amount of $800,000 (“Note 4”;
      collectively with Note 1, Note 2 and Note 3, the “Prior
      Notes”).

     

    C. On
      even
      date herewith, Issuer and Purchaser have cancelled the Prior Notes and Issuer
      has issued Purchaser an Amended and Restated Promissory Note in the aggregate
      principal amount of $9,800,000 in the form attached hereto as Exhibit
      A
      (the
“Amended
      and Restated Note”),
      which, amongst other amendments to the terms of the Prior Notes, terminates
      the
      conversion feature of the Prior Notes and terminates certain Purchase Rights
      (as
      defined in the Purchase Agreement) provided to Purchaser. In consideration
      thereof, Issuer has issued Purchaser a five-year warrant to purchase up to
      39,200,000 shares of the Issuer’s common stock, par value $0.01 per share, at an
      exercise price of $0.15 per share, in the form attached hereto as Exhibit
      B.

     

    D. Issuer
      and Purchaser wish to amend the Purchase Agreement, in the respects, but only
      in
      the respects, as set forth herein, to eliminate the Purchase Rights previously
      provided to Purchaser in the event of satisfaction of the Prior Notes or the
      Amended and Restated Note.

     

    Now,
      Therefore,
      the
      parties hereto hereby agree as follows:

     

    Section
      1. AMENDMENTS

     

    1.1 Section
      2.5 of the Purchase Agreement is hereby deleted in its entirety and replaced
      with the following: 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.5 Prepayment
      of Notes in Event of Iron Ore Closing.
      Notwithstanding the specific terms and conditions of any Notes, in the event
      Issuer and/or any of Issuer’s wholly owned subsidiaries complete a joint venture
      with London Mining plc relating to China Global Mining Resources Limited, a
      British Virgin Islands corporation (“CGMR”),
      or any
      affiliate thereof, and the related acquisition by CGMR, or any affiliate
      thereof, of one or more iron ore mining properties in the People’s Republic of
      China at a time when any Notes remain outstanding (the “Iron
      Ore Closings”),
      Issuer
      shall, to the extent funds are available from the Iron Ore Closings, prepay
      in
      whole or in part the outstanding Notes issued under the Purchase Agreement
      out
      of the proceeds from the Iron Ore Closings.
      Issuer
      shall provide, as reasonably practicable, Purchaser notice of the proposed
      time
      of effectiveness of the Iron Ore Closings within a reasonable time prior to
      any
      such proposed effectiveness.

    


    1.2 Section
      8.25 of the Purchase Agreement is hereby deleted in its entirety. 

     

    1.3 The
      definition of the term “Registrable Securities” in Section 2 of Appendix 1 to
      the Purchase Agreement is hereby deleted and the following definition is
      substituted in place thereof:

     

    “Registrable
      Securities means (i) any shares of Common Stock issuable upon exercise of the
      Warrant issued to Purchaser by Issuer on November 10, 2008 or any warrant issued
      in replacement thereof; and (ii) any additional shares of Common Stock issued
      pursuant to stock splits, in-kind dividends and similar distributions with
      respect to the stock described in the foregoing clause, but does not include
      any
      such shares, which, at the time the identity of the Registrable Securities
      is to
      be determined, previously have been sold pursuant to a registration or Rule
      144,
      including Rule 144(K) or Rule 144A.” 

    


    1.4 All
      references to the defined term “Note” or “Notes” in the Purchase Agreement and
      the other Investment Documents, including the Security Documents, incorporated
      by reference in the Purchase Agreement shall hereinafter refer to the Amended
      and Restated Note in lieu of the Initial Note and Additional Notes.


     

    1.5 All
      references to (i) conversion and the terms of conversion of the Notes and (ii)
      Purchase Rights shall hereinafter have no legal effect.

     

    Section
      2. SUPPLEMENTAL
      REPRESENTATION

     

    2.1 On
      November 10, 2008, Issuer makes to Purchaser the supplemental representation
      and
      warranty included in Exhibit C (the “Supplemental
      Representation”).
      The
      Supplemental Representation is accurate as of November 10, 2008 and Issuer
      does
      not undertake any obligation to update the applicability, voracity or accuracy
      of any representation on any other date, except as otherwise required under
      the
      Purchase Agreement.

     

    Section
      3. MISCELLANEOUS

     

    3.1 This
      Amendment shall be construed in connection with and as part of the Purchase
      Agreement, and, except as modified and expressly amended by this Amendment,
      all
      terms, conditions and covenants contained in the Purchase Agreement, are hereby
      ratified and shall be and remain in full force and effect.

     

    3.2 Any
      and
      all notices, requests, certificates and other instruments executed and delivered
      after the execution and delivery of this Amendment may refer to the Purchase
      Agreement without making specific reference to this Amendment, but nevertheless
      all such references shall include this Amendment, unless the context otherwise
      requires.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3 The
      description headings of the various sections or parts of this Amendment are
      for
      convenience only and shall not affect the meaning or construction of any of
      the
      provisions hereof.

     

    3.4 This
      Amendment shall be governed by and construed in accordance with Kansas
      law.

     

    3.5 This
      Amendment may be executed in any number of counterparts, each executed
      counterpart constituting an original, but all together only one agreement.
      Signature to this Amendment may be given by facsimile or other electronic
      transmission and such signatures shall be fully binding on the party sending
      the
      same.

     

    [Signature
      page follows]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on the date first written
      above.

     

    
      	
              ISSUER:

            	
              WITS
                BASIN PRECIOUS MINERALS INC.,
                

            
	 	
              a
                Minnesota corporation

            
	 	 	 
	 	
              By:
                

            	
              /s/
                Mark D Dacko

            
	 	
              Name:

            	
              Mark
                D. Dacko

            
	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 	 
	
              PURCHASER:

            	
              CHINA
                GOLD, LLC,

            
	 	
              a
                Kansas limited liability company

            
	 	 	 
	 	
              By:

            	
              Pioneer
                Holdings, LLC

            
	 	
              Its:

            	
              Manager

            


    

    


    
      	
              By: 

            	
              /s/
                C. Andrew Martin

            
	
              Name:
                C. Andrew Martin

            
	
              Title:
                Manager, Member