EXHIBIT
      10.3

     

    TERMINATION
      OF OPTION AGREEMENT

     

    THIS
      TERMINATION OF OPTION AGREEMENT
      (this
“Agreement”), dated as of December 12, 2007
      (the
“Effective Date”), by and among SSC Mandarin Group Limited (“SSC”), China Global
      Mining Resources Limited, a British Virgin Islands company (“CGMR BVI”), China
      Global Mining Resources Limited, a Hong Kong company (“CGMR HK,” and together
      with CGMR BVI, “CGMR”), SSC Mandarin Financial Services Limited (“SSCM FS”),
SSC
      -
      Sino Gold Consulting Co. Ltd. (“SINO”), and Wits
      Basin Precious Minerals, Inc. (“WITS”), is made with respect to the
      relinquishment of WITS rights conferred by an Option Agreement, executed in
      March 2007, by and among WITS, SSCM FS and SINO
      (the
“Option Agreement”).

     

    WHEREAS,
      the
      parties hereto (the “Parties”) wish to terminate the Option
      Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual undertakings expressed in this Agreement
      and
      for
      good
      and valuable consideration,
      the
      receipt and sufficiency are hereby acknowledged, the Parties hereby agree that
      the Option Agreement shall be superseded and replaced in its entirety by this
      Agreement, and the Parties further agree as follows:

     

    1.  As
      of the
      Effective Date, the Option Agreement shall be terminated and WITS shall
      relinquish its option to buy shares in SINO (representing a 60% ownership
      interest in SINO). 

     

    2.  As
      of the
      Effective Date, WITS shall be deemed to have 100%
      legal ownership and control of CGMR as set forth in the Sale of Shares and
      Claims Agreement, executed in March 2007, by and between WITS, SSC and CGMR
      BVI
      ("BVI Agreement") and the Sale of Shares and Claims Agreement, executed in
      March
      2007, by and between WITS, SSC and CGMR HK ("HK Agreement," and together with
      BVI Agreement, "CGMR Agreements"); and the Maanshan WFOE and the Hubei WFOE.
      In
      connection therewith, SSC shall transfer to WITS free from any debt or
      incumberance the applicable share certificates, constituting 100% of the
      outstanding shares of CGMR, corporate documents, company seals, company chops,
      due diligence documents of such entities and reasonably assist WITS in taking
      all applicable steps to effect the necessary resignation from, and appointment
      of, directors and managers to such entities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  WITS
      shall pay SSC (via wire transfer to the bank account to be designated by SSC)
      within 60 days from the Effective Date: 

     

    3.1  (i)
      HKD
      925,000 on account of fees paid to Mr. Qin of China Sun Fund Management Limited
      for the Maanshan WFOE financing and (ii) HKD 925,000 on account of fees as
      a fee
      for establishing the Maanshan WFOE; and

     

    3.2  HKD
      2,000,000 on account of fees paid for the Hubei WFOE capitalization in
      connection with CGMR on behalf of WITS.

     

    4.  WITS
      shall further
      pay SSC within 90 days from the later of (i) the Effective Date and (ii) the
      completion of final due diligence of title and permits relating to the Maanshan
      WFOE and the Hubei WFOE USD $2,250,000 that SSC has contributed to the Maanshan
      WFOE in connection with CGMR on behalf of WITS; provided
      that
      WITS may offset such payment against the expenses (limited to direct expenses
      for third party professionals) incurred by WITS and SINO on behalf of SSCM
      FS in
      connection with the Gold Project, as set forth in Exhibit B attached hereto.
      WITS shall further be entitled to offset such payment against the payment
      obligations of SSC to WITS pursuant to Section 5 below.

     

    5.  SSC
      shall
      pay WITS within 90 days from the later of (i) the Effective Date and (ii) the
      completion of final due diligence of title and permits relating to the Maanshan
      WFOE and the Hubei WFOE, the sum of USD $1,750,000 that WITS has paid to SSC
      in
      connection with SINO; provided
      that SSC
      may offset such payment against the expenses (limited to direct expenses for
      third party) incurred by SSC with respect to CGMR in connection with the Iron
      Ore Project and the Nickel Project as set forth in Exhibit C attached hereto.
      SSC shall further be entitled to offset such payment against the payment
      obligations of WITS to SSC pursuant to Section 4 above.

     

    
      
        
        

      

      
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          2 -

        
          

        

      

      
        
        

      

    

     

    6.  Each
      of
      the Parties (the “Releasing Party”) does hereby forever release, discharge and
      acquit the other Party, and their respective parents, subsidiaries,
      predecessors, directors, officers, shareholders, agents, employees, successors,
      assigns, affiliates, heirs, executors, and administrators (the “Released Party”)
      from any and all manner of action or actions, cause or causes of action whether
      class, derivative or individual in nature, in law or in equity for indemnity
      or
      otherwise, suits, debts, liens, commitments, contracts, agreements, obligations,
      promises, liabilities, claims, demands, damages, losses, costs, or expenses,
      of
      any kind or nature whatsoever, known or unknown, liquidated or unliquidated,
      disputed or undisputed, suspected or unsuspected, fixed or contingent or based
      on contract, tort, state or federal statutes or other legal or equitable theory
      of recovery (“Claims”), that such Releasing Party may have had, may presently
      have or in the future may have based upon, arising from, or in any way connected
      with or related to the CGMR Agreements or the Option Agreement; provided,
      however, that the foregoing release shall not constitute a release with respect
      to any claims arising out of the obligations set forth in this Agreement and/or
      any fraud perpetrated by one or more of the Parties to this Agreement.


     

    7.  This
      Agreement is the complete and exclusive statement of the agreement between
      the
      Parties, which supersedes all prior or concurrent proposals and understandings,
      whether oral or written, and all other communications between the Parties
      relating to the subject matter of this Agreement. SSC, SSCM FS and Robin Lee
      shall be required to maintain strict confidentiality at all times and shall
      not
      be permitted to discuss or reveal any terms or facts relating to this Agreement
      or matters relating to WITS without WITS' prior written consent, except to
      the
      extent pursuant to applicable laws, rules, regulations or government requirement
      or court order.

     

    8.  This
      Agreement shall be governed by, construed and interpreted in accordance with
      the
      laws of the Hong Kong Special Administrative Region and any dispute, controversy
      or claim arising out of or relating to this Agreement, or the breach termination
      or invalidity thereof, shall be settled by arbitration in accordance with the
      UNCITRAL Arbitration Rules as at present in force and as may be amended by
      the
      rest of this clause. The appointing authority shall be the Hong Kong
      International Arbitration Centre. The place of arbitration shall be in Hong
      Kong
      at Hong Kong International Arbitration Centre (HKIAC). There shall be only
      one
      arbitrator.

     

    
      
        
        

      

      
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          3 -

        
          

        

      

      
        
        

      

    

     

    9.  This
      Agreement is prepared and executed by duly authorized officers of each
      Party.

     

    10.  This
      Agreement may be executed by facsimile or “.pdf” file and in counterparts, each
      of which shall be deemed to be an original, and all of which together shall
      be
      deemed to be
      one
      and the same instrument.

     

    (Remainder
      of Page Intentionally Left Blank; Signature Page Follows)

     

    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Agreement as of the Effective Date.

    

      

        
          	
                  SSC
                    Mandarin Group Limited

                
	 
	 
	
                  By:

                	
                  /s/
                    Robin Lee

                
	
                  Name:

                	
                  Robin
                    Lee

                
	
                  Title:

                	
                  Director

                


        

      

    

     

    

      
        	
                SSC
                  Mandarin Financial Services Limited

              
	 
	 
	
                By:

              	
                /s/
                  Robin Lee

              
	
                Name:

              	
                Robin
                  Lee

              
	
                Title:

              	
                Director

              


      

    

     

    
      	
              China
                Global Mining Resources Limited, a British Virgin Islands
                company

            
	 
	 
	
              By:

            	
              /s/
                Robin Lee

            
	
              Name:

            	
              Robin
                Lee

            
	
              Title:

            	
              Director

            


    

     

    
      	
              China
                Global Mining Resources Limited, a Hong Kong company

            
	 
	 
	
              By:

            	
              /s/
                Robin Lee

            
	
              Name:

            	
              Robin
                Lee

            
	
              Title:

            	
              Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SSC –
                Sino Gold Consulting Co. Ltd.

            
	 
	 
	
              By:

            	
              /s/
                Robin Lee

            
	
              Name:

            	
              Robin
                Lee

            
	
              Title:

            	
              Managing
                Director

            


    

     

    
      	
              Wits
                Basin Precious Minerals, Inc.

            
	 
	 
	
              By:

            	
              
                /s/
                  Stephen D. king

              

            
	
              Name:

            	
              
                Stephen
                  D. king

              

            
	
              Title:

            	
              
                Chief
                  Executive Officer