THE WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE OF THIS  WARRANT  (THE
"SECURITIES")  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933 (THE
"SECURITIES  ACT") OR UNDER ANY STATE  SECURITIES  OR BLUE SKY LAWS  ("BLUE  SKY
LAWS").  NO  TRANSFER,   SALE,  ASSIGNMENT,   PLEDGE,   HYPOTHECATION  OR  OTHER
DISPOSITION  OF THIS WARRANT OR THE  SECURITIES  OR ANY INTEREST  THEREIN MAY BE
MADE  EXCEPT (A)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT AND ANY  APPLICABLE  BLUE SKY LAWS OR (B) IF THE COMPANY HAS BEEN
FURNISHED  WITH BOTH AN OPINION OF COUNSEL  FOR THE  HOLDER,  WHICH  OPINION AND
COUNSEL SHALL BE REASONABLY  SATISFACTORY TO THE COMPANY,  TO THE EFFECT THAT NO
REGISTRATION  IS  REQUIRED  BECAUSE OF THE  AVAILABILITY  OF AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT AND  APPLICABLE  BLUE  SKY  LAWS,  AND
ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT,  PLEDGE,  HYPOTHECATION OR OTHER
DISPOSITION  WILL BE MADE ONLY IN  COMPLIANCE  WITH THE  CONDITIONS  OF ANY SUCH
REGISTRATION OR EXEMPTION.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                      OF WITS BASIN PRECIOUS MINERALS INC.

WARRANT NO. 2004-XXXX                                     Minneapolis, Minnesota
                                                               December XX, 2004

      This certifies that, for value received,  [Name], or [its/his]  successors
or assigns  (the  "Holder")  is entitled to  purchase  from Wits Basin  Precious
Minerals Inc.  (the  "Company")  Xxx Hundred (XXX) fully paid and  nonassessable
shares  (the  "Shares")  of the  Company's  Common  Stock,  $0.01 par value (the
"Common Stock"), at an exercise price of $0.25 per share (the "Exercise Price"),
subject to  adjustment  as herein  provided.  This  Warrant may be  exercised by
Holder at any time after the date hereof; provided,  however, that, Holder shall
in no event have the right to exercise this Warrant or any portion thereof after
December 31, 2006, at which time all of Holder's rights hereunder shall expire.

      This Warrant is subject to the following provisions, terms and conditions:

      1.    Exercise of Warrant.  The rights  represented by this Warrant may be
exercised by the Holder,  in whole or in part (but not as to a fractional  share
of Common  Stock),  by the  surrender of this  Warrant  (properly  endorsed,  if
required, at the Company's principal office in Minneapolis,  Minnesota,  or such
other office or agency of the Company as the Company may  designate by notice in
writing to the Holder at the  address of such Holder  appearing  on the books of
the Company at any time within the period above  named),  and upon payment to it
by certified  check,  bank draft or cash of the purchase  price for such Shares.
The Company agrees that the Shares so purchased  shall have and are deemed to be
issued  to the  Holder  as the  record  owner of such  Shares as of the close of
business  on the date on which  this  Warrant  shall have been  surrendered  and
payment made for such Shares as aforesaid. Certificates for the Shares of Common
Stock so purchased  shall be delivered to the Holder  within a reasonable  time,
not exceeding ten (10) days, after the rights  represented by this Warrant shall
have been so  exercised,  and,  unless this Warrant has  expired,  a new Warrant
representing  the number of Shares,  if any,  with respect to which this Warrant
shall not then have been exercised  shall also be delivered to the Holder within
such time. The Company may require that any such new Warrant or any  certificate
for  Shares  purchased  upon the  exercise  hereof  bear a legend  substantially
similar to that which is contained on the face of this Warrant.

      2.    Transferability  of this  Warrant.  This  Warrant is issued upon the
following terms, to which Holder consents and agrees:


<PAGE>


            (a) Until this Warrant is  transferred  on the books of the Company,
the  Company  will treat the Holder of this  Warrant  registered  as such on the
books of the Company as the absolute owner hereof for all purposes without being
affected by any notice to the contrary.

            (b) This  Warrant  may not be  exercised,  and this  Warrant and the
Shares  underlying this Warrant shall not be transferable,  except in compliance
with all applicable state and federal  securities laws,  regulations and orders,
and with all other applicable laws, regulations and orders.

            (c) The Warrant may not be  transferred,  and the Shares  underlying
this Warrant may not be transferred,  without the Holder obtaining an opinion of
counsel satisfactory in form and substance to the Company's counsel stating that
the proposed  transaction will not result in a prohibited  transaction under the
Securities Act of 1933, as amended  ("Securities  Act"), and applicable Blue Sky
laws. By accepting this Warrant, the Holder agrees to act in accordance with any
conditions reasonably imposed on such transfer by such opinion of counsel.

            (d) Neither  this  issuance of this  Warrant nor the issuance of the
Shares underlying this Warrant have been registered under the Securities Act.

      3.    Certain  Covenants of the Company.  The Company covenants and agrees
that all Shares which may be issued upon the exercise of the rights  represented
by this  Warrant,  upon  issuance and full payment for the Shares so  purchased,
will be duly authorized and issued,  fully paid and  nonassessable and free from
all taxes, liens and charges with respect to the issue hereof, except those that
may be created  by or  imposed  upon the  Holder or its  property,  and  without
limiting the generality of the foregoing,  the Company covenants and agrees that
it will from time to time take all such  actions as may be  requisite  to assure
that the par  value per share of the  Common  Stock is at all times  equal to or
less than the effective  purchase  price per share of the Common Stock  issuable
pursuant to this Warrant.  The Company further  covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized and reserved free of preemptive or
other rights for the  exclusive  purpose of issue upon  exercise of the purchase
rights  evidenced by this Warrant,  a sufficient  number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.

      4.    Adjustment  of  Exercise  Price and Number of Shares.  The  Exercise
Price and number of Shares are subject to the following adjustments:

            (a)   Adjustment   of  Exercise   Price  for   Non-compliance   with
Registration of Shares  purchased or purchasable by the Holder upon the exercise
of the  Warrant.  In the event that the  registration  statement  of the Company
referred to in Section 6 hereof,  has not become effective within 60 days of the
final closing  pursuant to which this Warrant and similar  warrants were issued,
the Warrant  Exercise  Price will be adjusted  from $0.25 per share to $0.10 per
share.


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<PAGE>


            (b) Adjustment of Exercise Price for Stock Dividend,  Stock Split or
Stock Combination.  In the event that (i) any dividends on any class of stock of
the  Company  payable  in  Common  Stock  or  securities   convertible  into  or
exercisable for Common Stock ("Common Stock  Equivalents")  shall be paid by the
Company,  (ii) the Company shall subdivide its then outstanding shares of Common
Stock into a greater  number of shares,  or (iii) the Company  shall combine its
outstanding shares of Common Stock, by reclassification  or otherwise,  then, in
any such event,  the Exercise  Price in effect  immediately  prior to such event
shall (until adjusted again pursuant hereto) be adjusted  immediately after such
event to a price  (calculated  to the nearest full cent)  determined by dividing
(a) the number of shares of Common Stock  outstanding  immediately prior to such
event,  multiplied by the then existing  Exercise Price, by (b) the total number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
resulting quotient shall be the adjusted Exercise Price per share. No adjustment
of the Exercise  Price shall be made if the amount of such  adjustment  shall be
less than $0.05 per share,  but in such case any adjustment that would otherwise
be  required  then to be made shall be carried  forward and shall be made at the
time and together with the next subsequent  adjustment which,  together with any
adjustment  or  adjustments  so carried  forward,  shall amount to not less than
$0.05 per share.

            (c)  Adjustment  of Number  of Shares  Purchasable  on  Exercise  of
Warrants.  Upon each  adjustment of the Exercise  Price pursuant to Section 4(b)
hereof,  the Holder shall thereafter (until another such adjustment) be entitled
to purchase at the adjusted  Exercise Price the number of shares,  calculated to
the nearest full share,  obtained by multiplying the number of shares  specified
in such  Warrant (as  adjusted as a result of all  adjustments  in the  Exercise
Price in effect prior to such  adjustment) by the Exercise Price in effect prior
to such adjustment and dividing the product so obtained by the adjusted Exercise
Price.

            (d) Notice as to  Adjustment.  Upon any  adjustment  of the Exercise
Price  (pursuant  to Section  4(b)  hereof) and any  increase or decrease in the
number of shares of Common Stock  (pursuant to Section 4(c) hereof)  purchasable
upon the  exercise  of the  Warrant,  then,  and in each such case,  the Company
within thirty (30) days thereafter  shall give written notice thereof,  by first
class mail,  postage prepaid,  addressed to each Holder as shown on the books of
the  Company,  which  notice  shall state the  adjusted  Exercise  Price and the
increased or  decreased  number of shares  purchasable  upon the exercise of the
Warrants, and shall set forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.

            (e) Effect of Reorganization,  Reclassification,  Merger, etc. If at
any time  while this  Warrant is  outstanding  there  should be (i) any  capital
reorganization  of the capital stock of the Company  (other than the issuance of
any shares of Common Stock in subdivision of outstanding  shares of Common Stock
by reclassification or otherwise and other than a combination of shares provided
for in Section 4(b)  hereof),  (ii) any  consolidation  or merger of the Company
with another corporation,  or any sale,  conveyance,  lease or other transfer by
the  Company  of  all  or  substantially  all  of  its  property  to  any  other
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities,  or assets with respect to
or in exchange for Common Stock, or (iii) any dividend or any other distribution
upon any class of stock of the  Company  payable  in stock of the  Company  of a
different  class,  other  securities  of the Company,  or other  property of the
Company (other than cash), then, as a part of such transaction, lawful provision
shall be made so that Holder shall have the right  thereafter  to receive,  upon


                                       3
<PAGE>


the  exercise  hereof,  the  number of shares  of stock or other  securities  or
property of the Company,  or of the successor  corporation  resulting  from such
consolidation  or merger,  or of the  corporation  to which the  property of the
Company has been sold, conveyed,  leased or otherwise  transferred,  as the case
may be, which the Holder  would have been  entitled to receive upon such capital
reorganization,  reclassification of capital stock, consolidation, merger, sale,
conveyance,  lease  or  other  transfer,  if this  Warrant  had  been  exercised
immediately prior to such capital  reorganization,  reclassification  of capital
stock, consolidation,  merger, sale, conveyance, lease or other transfer. In any
such case,  appropriate  adjustments (as determined by the Board of Directors of
the Company)  shall be made in the  application  of the  provisions set forth in
this Warrant  (including  the adjustment of the Exercise Price and the number of
Shares issuable upon the exercise of the Warrant) to the end that the provisions
set forth herein shall  thereafter be applicable,  as near as reasonably may be,
in  relation to any shares or other  property  thereafter  deliverable  upon the
exercise of the Warrant as if the Warrant had been exercised  immediately  prior
to  such  capital  reorganization,   reclassification  of  capital  stock,  such
consolidation,  merger, sale, conveyance, lease or other transfer and the Holder
had  carried  out the terms of the  exchange  as  provided  for by such  capital
reorganization,  consolidation or merger.  The Company shall not effect any such
capital reorganization,  consolidation, merger or transfer unless, upon or prior
to the  consummation  thereof,  the successor  corporation or the corporation to
which the property of the Company has been sold,  conveyed,  leased or otherwise
transferred shall assume by written  instrument the obligation to deliver to the
Holder such shares of stock, securities,  cash or property as in accordance with
the foregoing provisions such Holder shall be entitled to purchase.

      5.    No Rights as Shareholder.  This Warrant shall not entitle the Holder
as such to any voting rights or other rights as a shareholder of the Company.

      6.    Registration   Rights.   The  Company  agrees  to  file  a  "resale"
registration  statement (the  "Registration  Statement")  with the United States
Securities and Exchange Commission (the "Commission") on an appropriate form and
to include  therein the Shares  purchased or  purchasable by the Holder upon the
exercise of the Warrant  and to use its best  efforts to cause the  Registration
Statement  to  become  effective  within  sixty  (60) days from the date of this
Warrant.  The Company  shall bear all expenses and fees  incurred in  connection
with the preparation,  filing, and amendment of the Registration  Statement with
the  Commission,  except that the Holder shall pay all fees,  disbursements  and
expenses  of any counsel or expert  retained by the Holder and all  underwriting
discounts and commissions,  filing fees and any transfer or other taxes relating
to the Shares included in the Registration Statement. The Holder of this Warrant
agrees to  cooperate  with the  Company  in the  preparation  and  filing of any
Registration  Statement,  and in the  furnishing of  information  concerning the
Holder for inclusion therein, or in any efforts by the Company to establish that
the  proposed  sale  is  exempt  under  the  Securities  Act as to any  proposed
distribution.  The Holder  understands that if the Company has not received such
information  requested by the Company in the Registration  Notice within 20 days
after Holder's receipt thereof,  the Company shall have no obligation to include
any of Holder's Shares in the Registration Statement.

      7.    Governing  Law.  This Warrant  shall be governed by and construed in
accordance with the laws of the State of Minnesota.


                                       4
<PAGE>


      8.    Amendments  and Waivers.  The  provisions of this Warrant may not be
amended, modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Company agrees in writing and has
obtained the written consent of the Holder.

      9.    Redemption.  This  Warrant may be redeemed in whole at the option of
the  Company  for  $0.01 per  share at any time  following  the later of (i) the
average of the high and low trading prices is equal to or greater than $0.75 for
at least 10 consecutive  trading days during the term of this Warrant,  and (ii)
the Registration  Statement has been declared  effective by the Commission.  The
Company  shall give the Holder at least ten (10) days' prior  written  notice of
its intent to redeem this Warrant, at the address of the Holder as last recorded
on the Company's records, which notice shall state the record date fixed for the
redemption and the place designated for the surrender of this Warrant. Following
any such redemption,  this Warrant,  unless previously exercised,  shall be null
and void.

      10.   Notices. All notices or communications  hereunder,  except as herein
otherwise specifically  provided,  shall be in writing and if sent to the Holder
shall be mailed,  delivered,  or  facsimile  transmission  and  confirmed to the
Holder at his or her address set forth on the records of the Company; or if sent
to the  Company  shall be  mailed,  delivered,  or  facsimile  transmission  and
confirmed to Wits Basin Precious Minerals Inc., 80 South 8th Street,  Suite 900,
Minneapolis,  Minnesota 55402, facsimile number (612) 395-5276, or to such other
address as the Company or the Holder  shall notify the other as provided in this
Section.

      IN WITNESS  WHEREOF,  Wits Basin  Precious  Minerals Inc., has caused this
Warrant to be signed by its duly authorized officer on the date set forth above.

                                               WITS BASIN PRECIOUS MINERALS INC.


                                               By:______________________________
                                                  Mark D. Dacko
                                                  Chief Financial Officer




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