EXHIBIT
        10.1

      


      Wits
        Basin Precious Minerals Inc. 

      900
        IDS Center

      80
        South 8th Street

      Minneapolis
        MN 55402-8773

      


      July
        24,
        2008

      


      China
        Gold, LLC

      Attn:
        C.
        Andrew Martin

      7300
        College Blvd., Suite 303

      Overland
        Park, KS 66210 

       

      
        	 	
                Re:

              	
                Extension
                  of Maturity Dates relating to Notes issued pursuant to that certain
                  Convertible Notes Purchase Agreement dated April 10, 2007 by and
                  between
                  Wits Basin Precious Minerals Inc. (“Wits Basin”) and China Gold, LLC
                  (“China Gold”), as amended by (i) that certain Amendment to Convertible
                  Notes Purchase Agreement dated June 19, 2007; (ii) by that certain
                  Letter
                  Agreement dated October 31, 2007 and (iii) by that certain Letter
                  Agreement dated May 20, 2008. 

              


      

      


       

      Dear
        Andrew:

       

      With
        respect to (i) that certain Convertible Note of Wits Basin dated April 10,
        2007
        issued in favor of China Gold in the principal amount of $3,000,000 (“Note 1”);
        (ii) that certain Convertible Note of Wits Basin dated May 7, 2007 issued
        in
        favor of China Gold in the principal amount of $2,000,000 (“Note 2”); (iii) that
        certain Convertible Note of Wits Basin dated July 19, 2007 issued in favor
        of
        China Gold in the principal amount of $4,000,000 (“Note 3”); (iv) that certain
        Convertible Note of Wits Basin dated July 7, 2007 issued in favor of China
        Gold
        in the principal amount of $800,000 (“Note 4”; collectively with Note 1, Note 2
        and Note 3, the “Notes”) and (v) that certain Letter Agreement dated October 31,
        2007, which extended the Maturity Date (as defined in each Note, respectively)
        applicable to each Note from May 31, 2008 to July 14, 2008, this letter is
        to
        confirm the agreement of Wits Basin and China Gold to further extend the
        Maturity Date applicable to each Note from July 14, 2008 to September 12,
        2008.


       

      Except
        with respect to the specific amendments and letter agreements referenced
        herein,
        the terms of the Notes shall continue to be in full force and effect as set
        forth in the respective Notes. By execution of this letter, China Gold
        represents that it has not sold or otherwise transferred its rights under
        the
        Notes to any third party. 

       

      If
        the
        terms of this letter are consistent with your understanding, please execute
        this
        letter on behalf of China Gold where provided below to confirm your agreement,
        and return it to Wits Basin at 900 IDS Center, 80 South 8th Street, Minneapolis
        Minnesota 55402-8773, Attention: Mark D. Dacko.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      China
        Gold, LLC

      Attn:
        Andrew Martin

      Page
        2

      July
        24,
        2008

      


       

      


       

      


       

      


       

      If
        you
        have any questions, please feel free to contact me at (612) 349-5277. Thank
        you.

       

      
        	 	 	
                Sincerely,

              
	 	 	     
	 	 	     
	 	 	
                /s/
                  Mark D. Dacko

              
	 	 	
                Mark
                  D. Dacko

              
	 	 	
                Chief
                  Financial Officer

              
	 	     	 
	 	     	 
	
                Agreed
                  of the 24th day of July, 2008:

              	 	 
	     	 	 
	
                CHINA
                  GOLD, LLC

              	 	 
	
                By:
                  Pioneer Holdings, LLC

              	 	 
	
                Its:
                  Manager

              	 	 
	 	 	 
	
                /s/
                  C. Andrew Martin

              	 	 
	
                C.
                  Andrew Martin, Manager