EXHIBIT
      10.10

     

    SECURED
      PROMISSORY NOTE

    


    
      	
              $441,000.00

            	
              Minneapolis,
                Minnesota

            
	 	
              October
                28, 2008

            


    

    


    FOR
      VALUE
      RECEIVED, Wits Basin Precious Minerals Inc., a corporation organized and
      existing under the laws of the State of Minnesota (the “Maker”), hereby
      unconditionally promises to pay to China Gold, LLC, a Kansas limited liability
      company, or its successors and assigns (the “Payee”), at 4520 Main Street, Suite
      1650, Kansas City, MO 64111, or such other place or places as may be designated
      by the Payee, the principal sum of Four Hundred Forty-One Thousand Dollars
      ($441,000.00) and any accrued interest at the earlier of (i) December 31, 2008
      or (ii) such time as the Maker consummates that certain joint venture with
      London Mining plc relating to China Global Mining Resources Ltd (“CGMR”) and the
      related acquisition by CGMR of certain iron ore properties in the People’s
      Republic of China. Interest shall accrue on the outstanding principal balance
      at
      a daily rate of 12.25%.

    


    As
      consideration to Payee for providing financial accommodations to Maker, Maker
      has agreed to grant a two-year warrant to purchase up to an aggregate of 882,000
      shares of the Maker’s $0.01 par value common stock, at a purchase price of $0.11
      per share and include a cashless exercise provision.

    


    The
      Maker
      acknowledges that the warrant to be issued to Payee pursuant to this Promissory
      Note shall (i) will be duly authorized by the Maker’s board of directors and
      (ii) include “piggyback” registration rights, such that at anytime the Maker
      proposes to file a registration statement with the SEC under the Securities
      Acts
      of 1933 or 1934 on such from as available, it will include the shares issuable
      upon exercise of the warrant in such registration statement.

    


    The
      Maker
      acknowledges and agrees that its payment obligations under this Promissory
      Note
      are secured by the terms of that certain Security Agreement dated June 19,
      2007
      with the Payee (the “Security Agreement”), and such payment obligations shall
      constitute “Obligations” under the Security Agreement. If this Promissory Note
      is placed in the hands of an attorney for collection, the holder shall be
      entitled to recover reasonable and necessary collection costs, including
      reasonable and necessary attorney’s fees.

     

    The
      Maker
      hereby waives presentment for payment, notice of dishonor, protest, notice
      of
      protest, and diligence in collection, and consents that the time of payment
      on
      any amount due under this Promissory Note may be extended by the holder without
      otherwise modifying, altering, releasing, affecting, or limiting the liability
      of the Maker. Maker agrees to assert no defenses against payment of this
      Promissory Note except for actual payment thereof.

     

    The
      terms, conditions and provisions of this Promissory Note shall be construed
      and
      enforced according to the laws of the State of Kansas.

     

    IN
      WITNESS WHEREOF, the duly authorized officer of Maker has caused this Promissory
      Note to be executed on the date first written above.

    


    
      	Wits
              Basin Precious Minerals Inc.,
              a
              Minnesota corporation 
	 	 
	
              By:

            	
              /s/
                Mark D Dacko

            
	 	
              Its:
                Chief Financial Officer