Exhibit
      10.1

    


    CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (the
      “Agreement”) is made effective as of May 15, 2006, by and between Wits Basin
      Precious Minerals Inc., a Minnesota corporation (“Wits Basin”), and Corporate
      Resource Management, Inc., a Minnesota corporation
      (the “Consultant”).

    


    RECITALS

    


    WHEREAS,
      Wits
      Basin desires that Consultant enter into this Agreement to provide certain
      investment banking services, as an independent contractor, in connection with
      the purchase and/or sale of mining-related assets (the “Asset Transactions”);
      and

    


    WHEREAS,
      Consultant desires to consult with Wits Basin on the terms and conditions
      contained herein.

    


    AGREEMENT

    


    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt of which is hereby acknowledged,
      the parties agree as follows:

    


    1.    Consulting
      Services.
      Consultant agrees to provide general investment banking services solely in
      connection with the Asset Transactions. Consultant’s services will include, but
      are not limited to, locating potential Asset Transaction opportunities,
      assisting in the negotiation of such Asset Transactions with third parties,
      providing general strategic planning and other related services as agreed upon
      by the parties. Consultant is not authorized to, and will not, participate
      in the preparation or delivery of any materials relating to the sale of Wits
      Basin’s securities, offer
      Wits Basin’s securities,
      make
      any recommendations regarding Wits Basin’s securities, assist in or provide
      financing for purchases of Wits Basin’s securities, represent that
      Consultant is an agent of Wits Basin, participate in any negotiations relating
      to the sale of Wits Basin’s securities or the terms of any sale of securities by
      Wits Basin, or enter into agreements on behalf of or bind Wits Basin.

    


    2.    Compensation.
      For the
      various services rendered hereunder, Consultant shall be compensated as
      follows:

    


    (a)    Monthly
      Fees.
      Consultant will be entitled to a consulting fee in the amount of Ten Thousand
      Dollars ($10,000) per month during the term of this Agreement (the “Monthly
      Fee”), commencing as of the date hereof. Consultant shall be paid a prorated
      Monthly Fee for that portion of any less-than-complete month during which the
      Agreement was in force.

    


    (b)    Commission.
      Consultant will be entitled to a commission rate of two percent (2%) of the
      aggregate net proceeds received by Wits Basin upon the closing of any Asset
      Transaction in which Consultant provided investment banking services as
      described herein provided that the aggregate amount of commissions payable
      pursuant to this Agreement shall not exceed $5,000,000. Wits Basin shall pay
      the
      Commission to Consultant in cash or, at the option of Wits Basin, in the form
      of
      securities, if any, received or paid by Wits Basin in connection with the Asset
      Transaction, such securities to have a fair market value as determined by the
      Board of Directors of Wits Basin in its reasonable discretion, equal to a
      comparable amount of such securities to satisfy the Commission due and owing
      to
      Consultant. Consultant will be entitled to a Commission upon the closing of
      any
      Asset Transaction during the one (1) year period following the termination
      of
      this Agreement if such Asset Transaction was actively negotiated by Wits Basin
      and Consultant and the applicable third party prior to the termination of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.    Reimbursement
      for Expenses.
      Wits
      Basin shall reimburse Consultant for all reasonable and necessary expenses
      incurred and paid by Consultant in connection with the completion of
      Consultant’s responsibilities, promptly following presentation to Wits Basin of
      receipts for such expenses, but in no event greater than Ten Thousand Dollars
      ($10,000) in the aggregate without the prior approval of Wits Basin, which
      approval shall not be unreasonably withheld. 

    


    4.    Independent
      Contractor.
      

    


    (a)    Using
      its
      best efforts, Consultant shall devote such time to the performance of the
      services described in this Agreement as may be necessary to satisfactorily
      complete such services. 

    


    (b)    Consultant
      shall be an independent contractor in the performance of this Agreement and
      no
      employee of Consultant shall be deemed an employee of Wits Basin for any purpose
      whatsoever. Employees of Consultant shall not participate in any benefit
      programs for Wits Basin employees including, without limitation, health
      benefits, life insurance, pension or profit sharing plans and paid vacation
      and
      sick leave. Consultant shall be solely responsible for the payment of its income
      taxes as required by any and all governmental agencies with respect to
      compensation paid to Consultant by Wits Basin, and shall comply with all
      regulations thereto.

    


    (c)    Consultant
      shall have no power to act as an agent of Wits Basin or bind Wits Basin in
      any
      respect.

    


    5.    Intellectual
      Property.
      Consultant agrees that all documents and deliverables (collectively, the “Work
      Materials”) created in whole or in part by Consultant in the course of or
      related to the performance of this Agreement shall be treated as if they were
      “works for hire” for Wits Basin. All ownership and control of the above Work
      Materials, including any copyright, patent rights and all other
      intellectual-property rights herein, shall vest exclusively with Wits Basin;
      provided,
      however,
      that
      such Work Materials shall in no event cover materials that Consultant is
      required to keep confidentially (including materials that are proprietary to
      other clients of Consultant) or materials that Consultant does not have the
      right to sublicense to third parties.

    


    6.    Property.
      Consultant will not remove from Wits Basin’s offices or premises any documents,
      records, notebooks, files, correspondence, reports, memoranda, computer tapes,
      computer disks or similar materials of or containing Confidential Information
      (as defined below), or other materials or property of any kind, unless necessary
      in accordance with Consultant’s duties and responsibilities, and in the event
      that any of such material or property is removed, all of the foregoing will
      be
      returned to their proper files or places of safekeeping as promptly as possible
      after the removal will have served its specific purpose; nor will Consultant
      make, retain, remove or distribute any copies of any of the foregoing for any
      reason whatsoever, except as may be necessary in the discharge of Consultant’s
      assigned duties; and upon the termination of this Agreement, Consultant will
      leave with or return to Wits Basin all originals and copies of the foregoing,
      then in Consultant’s possession, whether prepared by Consultant or by
      others.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7.    Confidential
      Information.
      

    


    (a)    Consultant
      acknowledges and agrees that in the course of, or incident to, its provision
      of
      services to Wits Basin, Wits Basin will provide to Consultant, and Consultant
      will otherwise have access to, Wits Basin’s trade secrets and confidential
      information (collectively and singularly known as “Confidential Information” and
      defined further below). Except as will be necessary in the performance of
      Consultant's obligations hereunder, Consultant will not disclose or use for
      Consultant's direct or indirect benefit or the direct or indirect benefit of
      any
      third party, and Consultant will maintain, both during and after this Agreement
      and Consultant’s provision of services to Wits Basin outside of this Agreement,
      the confidentiality of any Confidential Information of Wits Basin. Upon Wits
      Basin’s written consent permitting Consultant to provide or disclose any
      Confidential Information, Consultant agrees to advise and inform any third
      party
      regarding the confidential nature of such information, and ensure that such
      third party independently agrees in writing to be bound by the terms and
      conditions set forth in Sections 5, 6 and 7 hereof.

    


    (b)    For
      purposes of this Agreement, “Confidential Information” means any and all
      proprietary information of Wits Basin that derives independent economic value
      by
      virtue of its not being known to Wits Basin’s competitors or the general public
      including, but not limited to, mining prospects, assay results, customer lists,
      customer information, intellectual property, employee lists, employee
      information, prospect lists, prospect information, pricing information,
      inventions, graphic designs, product research and development, financial
      statements, marketing plans, management systems and procedures, trade secrets,
      supplier lists, sales techniques, software specifications and information,
      results of research and development, whether complete or in process, and any
      other information which Wits Basin identifies as Confidential Information.
      Consultant will deliver to Wits Basin at the termination of this Agreement,
      or
      upon the completion of any services by Consultant to Wits Basin outside of
      this
      Agreement, or at any other time that Wits Basin may request, all memoranda,
      notes, plans, records, diskettes, tapes and other storage media, documentation
      and other materials (and copies thereof) containing Confidential Information,
      no
      matter where such material is located and no matter what form the material
      may
      be in, which Consultant may then possess or have under his control. If requested
      by Wits Basin, Consultant will provide to Wits Basin written confirmation that
      all such materials have been delivered to Wits Basin or have been destroyed.
      Consultant will take all appropriate steps to safeguard Confidential Information
      and to protect it against disclosure, misuse, espionage, loss and theft.
“Confidential Information” also includes any and all information which Wits
      Basin obtains from another third party and treats as proprietary or designates
      as confidential. The obligations of this Section will survive indefinitely
      the
      termination of this Agreement or Consultant’s provision of services to Wits
      Basin outside this Agreement. All Wits Basin Confidential Information and any
      and all results derived therefrom in any way will at all times remain the sole
      property of Wits Basin.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c)    For
      the
      purposes of this Agreement, “Confidential Information” shall not include
      information which (i) had been made previously available to the public by Wits
      Basin; (ii) is or becomes generally available to the public, unless the
      information being made available to the public results in a breach of this
      Agreement; (iii) prior to disclosure to Consultant or Consultant’s
      representatives or agents, was already rightfully in any such person’s
      possession without any requirement of confidentiality; or (iv) is obtained
      by
      Consultant or Consultant’s representatives or agents from a third party who is
      lawfully in possession of such information, and not in violation of any
      contractual, legal or fiduciary obligation to Wits Basin, with respect to such
      information and who does not require Consultant to refrain from disclosing
      such
      information to others. In any dispute relating to the obligations under this
      Section 7, the burden of proof will be on the party receiving the Confidential
      Information to show that the exclusions herein apply.

    


    8.    Term;
      Termination.
      This
      Agreement will become effective as of the date hereof and will continue for
      one
      (1) year thereafter (the “Term”), unless terminated earlier by either party for
      any reason with thirty (30) days’ prior written notice to the other party. The
      Term shall automatically extend for additional successive one (1) year period
      unless either party provides to the other party written notice of such party’s
      intent not to renew the term for an additional year at least thirty (30) days
      prior to the end of the then current period. During any renewal term, either
      party may terminate this Agreement for any reason with thirty (30) days’ prior
      written notice to the other party. Notwithstanding the foregoing, either party
      may immediately terminate this Agreement without thirty (30) days’ prior written
      notice in the event the other party breaches any of its material obligations
      hereunder and such party fails to cure such breach within ten (10) days of
      receipt of notice of such breach from the other party.

    


    Upon
      early termination (defined as less than full year) of this Agreement by Wits
      Basin during the Term of this Agreement for any reason other than a breach
      by
      Consultant of its material obligations under this Agreement, Consultant will
      be
      entitled to a termination fee in the amount of Seventy Five Thousand Dollars
      ($75,000). 

    


    9.    Representations
      and Warranties.
      Wits
      Basin and Consultant hereby represent and warrant to each other that their
      respective execution, delivery and performance of this Agreement will not (a)
      violate or breach Wits Basin’s and/or Consultant’s articles of incorporation or
      corporate bylaws, or (b) result in a breach of any of the terms or conditions
      of, or constitute a default under, any mortgage, note, bond, indenture,
      agreement, license or other instrument or obligation to which Wits Basin or
      Consultant is now a party or by which any of them or any of their respective
      properties or assets may be bound or affected, or (c) violate any order, writ,
      injunction or decree of any court, administrative agency or governmental body
      in
      any respect, the violation or breach of which would prevent Wits Basin or
      Consultant from consummating the transactions contemplated herein.

    


    10.    Indemnification.
      Consultant shall indemnify and hold Wits Basin, and its shareholders, directors,
      employees and agents (collectively, together with Wits Basin, the “Affiliates”)
      harmless from and against any and all liabilities, losses, damages, claims,
      costs, causes of action and expenses, including but not limited to the costs
      of
      defense and reasonable attorneys’ fees, suffered, paid or incurred by any of the
      Affiliates, whether or not suit is filed, arising out of, resulting from or
      connected with, in whole or in part, the intentional misconduct or gross
      negligence of Consultant. The obligations of this Section 10 shall forever
      survive the termination of this Agreement.

    


    11.    Miscellaneous.

    


    (a)    Entire
      Agreement.
      This
      Agreement sets forth the entire agreement of the parties with respect to the
      subject matter hereof, and supersedes all prior agreements. This Agreement
      may
      not be amended or modified in any manner except by an instrument in writing
      signed by the parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)    Severability.
      The
      invalidity or unenforceability of one or more provisions of this Agreement
      shall
      not affect the validity or enforceability of any of the other provisions, and
      this Agreement shall be construed as if such invalid or unenforceable provisions
      were omitted. If any provision is unenforceable because it is overbroad, the
      parties agree that such provision shall be limited to the extent necessary
      to
      make it enforceable, it being the intent of the parties that provisions of
      this
      Agreement be enforced to the maximum extent possible.

    


    (c)    Governing
      Law; Remedies.
      This
      Agreement shall be deemed to have been entered into in, and shall be construed
      and enforced in accordance with the laws of, the State of Minnesota without
      regard to conflicts of law principles. Consultant acknowledges and agrees that
      a
      violation of the terms of this Agreement would cause irreparable harm to Wits
      Basin, and that Wits Basin’s remedy at law for any such violation would be
      inadequate. In recognition of the foregoing, Consultant agrees that, in addition
      to any other relief afforded by law, including damages sustained by a breach
      of
      this Agreement, Wits Basin shall have the right to enforce this Agreement by
      specific remedies, which shall include, among other things, temporary and
      permanent injunctions, it being the understanding of Consultant and Wits Basin
      that both damages and injunctions shall be proper modes of relief and are not
      to
      be considered as alternative remedies.

    


    (d)    Waivers.
      The
      failure of any party to insist, in any one or more instances, upon the
      performance of any of the terms or conditions of this Agreement or to exercise
      any right, shall not be construed as a waiver of the future performance of
      any
      such term or condition or the future exercise of such right.

    


    (e)    Assignment
      and Delegation.
      Consultant will not have the right to assign its rights under this Agreement
      or
      delegate any of his obligations under this Agreement without Wits Basin’s prior
      written consent, which consent may be withheld in Wits Basin’s sole and absolute
      discretion. To the extent assignable or delegable as described in the preceding
      sentence, the rights of each party hereunder shall inure to the benefit of
      each
      party’s successors and assigns.

    


    Signature
      Page Follows

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      Witness Whereof,
      the
      undersigned have set their hands to this Agreement to be effective as of May
      15,
      2006.

    


    


    WITS
      BASIN:      

    WITS
      BASIN PRECIOUS MINERALS INC.  

    


    By:
      /s/
      H.
      Vance White  

          
      H. Vance White, Chief
      Executive Officer  

    


    CONSULTANT:

    CORPORATE
      RESOURCE MANAGEMENT, INC.

    


     

    By:
      /s/
      Debra King

          
      Debra King, President